AMENDMENT TO
                   AMENDED AND RESTATED 1987 STOCK OPTION PLAN
                             OF CENDANT CORPORATION


The Amended and Restated 1987 Stock Option Plan of Cendant Corporation (the
"Plan) is hereby amended as follows:



1.    The first sentence of Section 2 of the Plan is hereby amended and restated
      to read, in its entirety, as follows:

            Options may be granted under the Plan to purchase in the aggregate
            not more than [45,578,125] shares of Common Stock, $01 par value per
            share, of the Company ("Common Stock"), which shares may, in the
            discretion of the Board of Directors, consist either in whole or in
            part of authorized or unissued shares of Common Stock or shares of
            Common Stock held in the treasury of the Company.

2.    RATIFICATION. Except as expressly set forth in this Amendment, the Plan is
      hereby ratified and confirmed without modification.

3.    EFFECTIVE DATE. This Amendment shall be effective as of January 3, 2001.