X0202 4 2004-06-03 0 0000723612 CENDANT CORP CD 0001047582 SHEEHAN KEVIN M 9 WEST 57TH STREET, 37TH FLOOR NEW YORK NY 10019 0 1 0 0 Chair/CEO Vehicle Svs Div Performance - Vesting Restricted Stock Units 0 2004-06-03 5 A 0 E 173010 0 A 2005-04-27 Common Stock (series designated CD stock) 173010 173010 D Units convert to Common Stock (series designated CD stock) on a one-to-one basis upon vesting. One-half of the aggregate number of units vest in four equal installments on each of April 27, 2005, April 27, 2006, April 27, 2007 and April 27, 2008, subject to the Company?s attainment of pre-established financial performance goals. An additional one-half of the aggregate number of units vest on April 27, 2008, subject to the Company?s attainment of pre-established financial performance goals. Units which fail to vest in 2005, 2006 or 2007 may vest in later years subject to the Company?s attainment of multi-year cumulative pre-established financial performance goals. Expiration date not applicable. Lynn A. Feldman by Power of Attorney for Kevin M. Sheehan 2004-06-04