X0306 4 2013-03-29 0 0000077776 PHH CORP PHH 0001525371 Messina Glen A. C/O PHH CORPORATION 3000 LEADENHALL ROAD MOUNT LAUREL NJ 08054 1 1 0 0 President and CEO Employee Stock Options (right to buy) 21.96 2013-03-29 4 A 0 97604 0.00 A 2016-03-29 2023-03-29 Common Stock 97604 97604 D Performance RSUs 2013-03-29 4 A 0 50091 0.00 A 2016-03-28 Common Stock 50091 50091 D Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs will vest on March 28, 2016, if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 28, 2016, equals or exceeds $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. One-third of the Performance RSUs will vest on March 28, 2016, if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 28, 2016, equals or exceeds $25.00 per share and is less than $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. None of the Performance RSUs will vest if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 28, 2016, is less than $25.00 per share, subject to equitable adjustment upon the occurrence of certain events. /s/ William F. Brown, Attorney-In-Fact 2013-04-02