X0306 4 2016-11-18 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 Common Stock 2016-11-18 4 D 0 40201.5 14.87 D 333536 D Each Performance Restricted Stock Unit ("PRSU") represented a contingent right to receive one share of PHH Corporation common stock upon PHH Corporation's Human Capital & Compensation Committee's (the "HC&CC") determination that the Total Shareholder Return and Compounded Annual Growth Rate equaled or exceeded a targeted performance level. As reported in our 2015 and 2016 Proxy Statements, the sale of the Fleet business resulted in the closure of the performance period for this award. The HC&CC reviewed performance against the target and determined the number of PRSUs earned, subject to vesting based on continued service through November 10, 2016, at which time the earned PRSUs vested and became settleable solely in cash based on PHH Corporation's trading price on November 10, 2016. The cash amount payable upon settlement of the 40,201.50 PRSUs on November 18, 2016 was $597,796.30. Includes 260,893 shares of common stock underlying unvested Restricted Stock Units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. William F. Brown, Attorney-in-Fact 2016-11-22