X0202 4 2007-04-10 1 0001355001 REALOGY CORP H 0001355310 Kelleher Kevin J REALOGY CORPORATION 1 CAMPUS DRIVE PARSIPPANY NJ 07054 0 1 0 0 President & CEO, Cartus Common Stock 2007-04-10 4 A 0 38314 0 A 93871 D Common Stock 2007-04-10 4 D 0 93871 30 D 0 D Common Stock 2007-04-10 4 D 0 195 30 D 0 I Officer NQ Deferred Compensation Plan Stock Settled Appreciation Rights (SSARs) 26.10 2007-04-10 4 D 0 41576 0 D 2007-05-02 2013-08-01 Common Stock 41576 0 D Employee Stock Options 19.386 2007-04-10 4 D 0 7590 0 D 2006-08-01 2008-01-27 Common Stock 7590 0 D Employee Stock Options 34.9295 2007-04-10 4 D 0 18243 0 D 2006-08-01 2010-01-13 Common Stock 18243 0 D Employee Stock Options 30.1089 2007-04-10 4 D 0 30023 0 D 2006-08-01 2012-01-22 Common Stock 30023 0 D Employee Stock Options 28.2518 2007-04-10 4 D 0 39093 0 D 2006-08-01 2009-04-21 Common Stock 39093 0 D Reflects the issuance of restricted stock units pursuant to a performance based award granted to Reporting Person under the Realogy Corporation 2006 Equity and Incentive Plan (the "2006 Equity and Incentive Plan"). The restricted stock units were vested on the Transaction Date in accordance with the terms of the 2006 Equity and Incentive Plan and the Agreement and Plan of Merger, dated as of December 15, 2006, among Domus Holdings Corp., Domus Acquisition Corp. and the Issuer (the "Merger Agreement"). Includes Reporting Person's restricted stock units which were vested and shares, all of which were converted into the right to receive $30 per share in cash or equity, as applicable, on the Transaction Date under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. Reporting Person's holdings of deferred stock units granted under the 2006 Equity and Incentive Plan were converted into the right to receive $30 per share in cash or equity, as applicable, on the Transaction Date under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. The SSARs were issued under the 2006 Equity and Incentive Plan. The SSARs were to vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the Reporting Person's continued employment. Reporting Person's SSARs were vested under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. In accordance with the terms of the 2006 Equity and Incentive Plan and the Merger Agreement, these SSARs were cancelled and converted on the Transaction Date into the right to receive a cash payment equal to the number of outstanding shares of Issuer common stock underlying the SSARs multiplied by the amount by which $30 exceeded the exercise price of the SSARs, without interest and less any applicable withholding taxes. All stock options listed in Table II were issued under the 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the pro rata distribution of shares of Issuer by Cendant Corporation to its stockholders. All options listed in Table II were fully exercisable. Reporting Person's options were cancelled and converted on the Transaction Date, under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement, into the right to receive a cash payment equal to the number of outstanding shares of Issuer common stock underlying the options multiplied by the amount (if any) by which $30 exceeded the exercise price, without interest and less any applicable withholding taxes. In accordance with the terms of the Merger Agreement, all stock options with an exercise price above the merger consideration of $30 per share were cancelled on the Transaction Date and no payment will be made thereon. /s/ Seth Truwit, as attorney-in-fact for Kevin J. Kelleher 2007-04-11