Exhibit 10.1

FORM OF
INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of                      , 201___(“Agreement”), among PHH Corporation, a Maryland corporation (the “Company”), and        (“Indemnitee”).

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company;

WHEREAS, highly qualified individuals have become more reluctant to serve corporations as directors or officers unless they are provided adequate protection through insurance and indemnification against the risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such individuals is detrimental to the best interests of the Company’s stockholders and the Company should act to assure such individuals that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, such individuals to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, at the request of the Company, Indemnitee currently serves as [a member of the Company’s Board of Directors] [and] [an officer of the Company] and may, therefore, be subjected to claims, suits or proceedings arising as a result of [his][her] service;

WHEREAS, as an inducement to Indemnitee to continue to serve as such [director] [and] [officer], the Company has agreed to enter into this Agreement to indemnify and advance expenses and costs incurred by Indemnitee in connection with any claims, suits or proceedings arising as a result of [his][her] service, to the maximum extent permitted by law;

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be indemnified on the terms set forth in this Agreement; and

WHEREAS, this Agreement is a supplement to and in furtherance of the provisions of the Company’s Charter and Bylaws regarding indemnification and advancement of expenses and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions . For purposes of this Agreement:

(a)

“ Change in Control ” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)

any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by

			such Person any securities acquired directly from the Company) representing 40% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (1) of paragraph (iii) below; or
	(ii)		the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
	(iii)		there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 70% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, and in proportion to their voting power immediately prior to such merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or
	(iv)		the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(b)

“ Corporate Status ” means the status of a person who is or was a director, officer, employee or agent of the Company or one or more of its subsidiaries.

(c)		“ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(d)		“ Effective Date ” means the date set forth in the first paragraph of this Agreement.
(e)		“ Expenses ” shall include any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.
(f)		“ Independent Counsel ” means a law firm, or a member of a law firm that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. If a Change in Control has not occurred, Independent Counsel shall be selected by the Board, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change in Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board, which approval will not be unreasonably withheld.
(g)		“ Person ” as used herein shall be broadly interpreted to include, without limitation, any corporation, company, group, partnership or individual.
(h)		“ Proceeding ” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

Section 2. Services by Indemnitee . Indemnitee currently serves as a director, officer or employee of the Company or of one or more of its subsidiaries. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company or any of its subsidiaries beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

Section 3. Indemnification — General . The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent permitted by Maryland law in effect on the date hereof (including applicable case law) and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of

reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”).

Section 4. Proceedings Other Than Proceedings by or in the Right of the Company .

(a)		Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, he or she was or is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with a Proceeding by reason of Indemnitee’s Corporate Status unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful.
(b)		Indemnitee shall be deemed to have acted in good faith if, in performing his or her duties, Indemnitee relied on any information, opinion, report or statement, including any financial statement or other financial data prepared or presented by:

	(i)		an officer or employee of the Company whom Indemnitee reasonably believes to be reliable and competent in the matters presented;
	(ii)		a lawyer, certified public accountant, investment banker, engineer, consultant, investment or financial advisor or other person, as to a matter which Indemnitee reasonably believes to be within the person’s professional or expert competence; or
	(iii)		a committee of the Board on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence.

(c)

Indemnitee has not acted in good faith if he or she had any knowledge concerning the matter in question which would cause the reliance set forth in paragraph (b) above to be unwarranted.

Section 5. Proceedings by or in the Right of the Company .

(a)

Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if, by reason of Indemnitee’s Corporate Status, he or she is, or is threatened to be, made a party to or a witness in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in money, property or services.

(b)

Indemnitee shall be deemed to have acted in good faith if, in performing his or her duties, Indemnitee relied on any information, opinion, report or statement, including any financial statement or other financial data prepared or presented by:

	(i)		an officer or employee of the Company whom Indemnitee reasonably believes to be reliable and competent in the matters presented;
	(ii)		a lawyer, certified public accountant, investment banker, engineer, consultant, investment or financial advisor or other person, as to a matter which Indemnitee reasonably believes to be within the person’s professional or expert competence; or
	(iii)		committee of the Board on which Indemnitee does not serve, as to a matter within its designated authority, if Indemnitee reasonably believes the committee to merit confidence.

(c)

Indemnitee has not acted in good faith if he or she had any knowledge concerning the matter in question which would cause the reliance set forth in paragraph (b) above to be unwarranted.

Section 6. Court-Ordered Indemnification . Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) and such notice as the court shall require, may order indemnification in the following circumstances:

(a)		if it determines a director or officer is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer shall be entitled to recover the expenses of securing such reimbursement; or
(b)		if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful in accordance with the standards in Section 4 or Section 5, as applicable, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in accordance with the standards in Section 4 or Section 5, as applicable, in such Proceeding such that he would not be entitled to indemnification as to some or all matters under Section 4 or Section 5, as applicable, but is successful in accordance with the standards in Section 4 or Section 5, as applicable, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful

result as to such claim, issue or matter. Notwithstanding anything to the contrary contained herein, regardless of the outcome of any Proceeding, Indemnitee’s defense in any such Proceeding shall be deemed successful for purposes of this Section 7 so long as none of the matters set forth in the last sentence of Section 4(a) or Section 5(a) above, as applicable, shall have been conclusively established.

Section 8. Advance of Expenses . The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which has not been successfully resolved as described in Section 7. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor and without any requirement to post security therefor. Advances shall be unsecured and interest free. Such advances are deemed to be an obligation of the Company to Indemnitee hereunder, and shall in no event be deemed a personal loan.

Section 9. Procedure for Determination of Entitlement to Indemnification .

(a)		To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.
(b)		Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (as herein defined), or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to

indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.

Section 10. Presumptions and Effect of Certain Proceedings .

(a)		In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.
(b)		The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

Section 11. Remedies of Indemnitee .

(a)		If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 7 of this Agreement.
(b)		In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.
(c)		If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for

		indemnification.
(d)		In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 12. Defense of the Underlying Proceeding .

(a)		Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice, or the lateness of inaccuracy of such notice, shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.
(b)		Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11 above or Section 18 below.
(c)		Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of Independent Counsel, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of Independent Counsel, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably

withheld, at the expense of the Company (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.

Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation .

(a)		The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter or Bylaws of the Company or any subsidiary or Portfolio Company, as applicable, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.
(b)		In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(c)		The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 14. Insurance . The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee for service as a director or officer of the Company or any of its subsidiaries and covering the Company for any indemnification or advance of expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company or any of its subsidiaries. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the first sentence of this Section 14.

Section 15. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 16. Duration of Agreement; Binding Effect .

(a)

This Agreement shall continue until and terminate ten years after the date that Indemnitee shall have ceased to serve as a director, trustee, officer, employee, or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company; provided, that the rights of Indemnitee hereunder shall continue until the later of final termination (i) of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification

		or advance of Expenses hereunder and (ii) of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.
(b)		The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(c)		The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 17. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18. Exception to Right of Indemnification or Advance of Expenses . Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company’s Bylaws, Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board or an agreement approved by the Board to which the Company is a party expressly provide otherwise.

Section 19. Identical Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

Section 20. Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 21. Modification and Waiver; Entire Agreement . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute

a continuing waiver. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and supersedes all prior agreements.

Section 22. Notice by Indemnitee . Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advance of Expenses covered hereunder.

Section 23. Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) three business days following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

(a) If to Indemnitee, to: The address set forth on the signature page hereto.

(b) If to the Company to:

PHH Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
Attn:
William F. Brown
Senior Vice President, General Counsel and Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 24. Notice to the Company’s Stockholders . Any indemnification of, or advancement of Expenses, to Indemnitee arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next stockholders’ meeting or prior to the meeting.

Section 25. Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

Section 26. Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ATTEST:		PHH CORPORATION
		By:				(SEAL)
		Name:
		Title:
WITNESS:		INDEMNITEE
Name:
Address:

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of PHH Corporation

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement dated the day of          , 201_, by and between PHH Corporation, a Maryland corporation, (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was involved as [a director] [an officer] of the Company or one of its subsidiaries, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance of expenses by the Company for reasonable attorney’s fees and related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this         day of         , 201         .

                                                               

Exhibit 10.2

PHH CORPORATION

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

     THE UNDERSIGNED, being all of the members of the Board of Directors (the “ Board ”) of PHH Corporation, a Maryland Corporation (the “ Company ”), acting in lieu of a meeting of the Board and pursuant to Section 2-408 of the Maryland General Corporation Law, hereby waive the calling or holding of a meeting of the Board, and waive any rights to dissent in such matters, consent in writing, as of the latest day and year set forth below on the signature page, to the following, and direct that this Unanimous Written Consent of the Board (this “ Consent ”) be filed with the minutes of the proceedings of the Company.

Adoption of Amendment to Equity and Incentive Plan

     WHEREAS, the Company maintains the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan (the “ 2005 EIP ”), which was last amended and restated June 17, 2009;

     WHEREAS, Section 6(b)(iv)(D) of the 2005 EIP provides for the grants of restricted stock units to non-employee directors of the Company in lieu of cash payment of non-employee director fees and stipends;

     WHEREAS, the Human Capital and Compensation Committee (the “ Committee ”) has recommended to the Board that it approve an amendment to the 2005 EIP to provide flexibility to the Board in determining the portion of non-employee director fees and stipends that will be paid in the form of restricted stock units under the 2005 EIP;

     WHEREAS, Section 8(d)(ii) of the 2005 EIP gives the Board the ability to amend the 2005 EIP; and

     WHEREAS, the Board has determined that it is in the best interests of the Company to adopt such an amendment to the 2005 EIP.

     NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves and adopts the First Amendment to the 2005 EIP in substantially the form attached hereto as Exhibit A (the “ First Amendment ”); and

Changes in Form and Amount of Non-Employee Director Compensation

     WHEREAS, the Committee has recommended to the Board that the Board take action to increase the compensation payable to the Company’s non-employee directors;

     WHEREAS, consistent with the changes to be made to the 2005 EIP by the First Amendment, the Committee has recommended that the Board specify the portion of the non-employee director fees and stipends that will be payable in cash and the portion of the non-employee director fees and stipends that will be payable in restricted stock units under the 2005 EIP from and after the Effective Date (defined below) and until the Board shall take action to modify such portions; and

     WHEREAS, the Board has determined that it is in the best interests of the Company to adopt the changes in non-employee director compensation recommended by the Committee.

     NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves and adopts an increase in the annual retainer fee for each non-employee director to an annualized rate of $220,000, payable in four equal quarterly installments, with an annualized amount of $85,000 payable in cash and an annualized amount of $135,000 payable in restricted stock units, in the manner described in these resolutions and in Section 6(b)(iv)(D) of the 2005 EIP as amended by the First Amendment, effective on and after the effective date of the Board’s approval of the First Amendment (the “ Effective Date ”) and until the Board shall take action to modify such amounts, which amounts shall be prorated for the period from the Effective Date through December 31, 2010, and shall also be prorated for the portion of any calendar quarter in which a non-employee director first commences or ceases service as a director of the Company;

     FURTHER RESOLVED, that, notwithstanding the foregoing determination of the amount of the annual retainer fees paid in restricted stock units described above, for annual retainer fees payable for each calendar quarter (or portion thereof) in 2010 on or after the Effective Date, the former percentage of annual retainer fees payable in restricted stock units shall continue to apply to the amount of annual retainer fees which would have been payable prior to these resolutions and the increase in annual retainer fees shall be paid in cash or restricted stock units, as applicable, so that the total amount payable in restricted stock units with respect to annual retainer fees for each such calendar quarter (or portion thereof) shall be equal to the prorata amount determined in the immediately preceding resolution;

     FURTHER RESOLVED, that the Board hereby approves and adopts an increase in the supplemental annual retainer fee of the Non-Executive Chairman of the Board to an annualized amount of $75,000 (the “ Non-Executive Chairman Annual Supplemental Retainer Fee ”), payable in four equal quarterly installments, with 50% of such Non-Executive Chairman Annual Supplemental Retainer Fee payable in cash and the other 50% payable in restricted stock units, in the manner described in these resolutions and in Section 6(b)(iv)(D) of the 2005 EIP as amended by the First Amendment, effective on and after the Effective Date and until the Board shall take action to modify such amount or percentages, which amount shall be prorated for the period from the Effective Date through December 31, 2010, and shall also be prorated for the portion of any calendar quarter in which the Non-Executive Chairman of the Board first commences or ceases service as the Non-Executive Chairman of the Board;

     FURTHER RESOLVED, that the Board hereby approves and adopts increases in the Board committee stipends for non-employee directors to the following annualized amounts, payable in four equal quarterly installments, with 50% of each amount payable in cash and the other 50% payable in restricted stock units, in the manner described in these resolutions and in Section 6(b)(iv)(D) of the 2005 EIP as amended by the First Amendment, effective on and after the Effective Date and until the Board shall take action to modify such amounts or percentages, which amounts shall be prorated for the period from the Effective Date through December 31, 2010, and shall also be prorated for the portion of any calendar quarter in which a non-employee director first commences or ceases service as a member or Chair of any of the following committees of the Board:

     FURTHER RESOLVED, that, consistent with the historical practice of the Company, the annual retainer fees and annual committee stipends shall be paid in quarterly installments in arrears on the last day of each calendar quarter (the “ Fee Payment Date ”);

     FURTHER RESOLVED, that the number of restricted stock units granted as of each Fee Payment Date shall be determined pursuant to the 2005 EIP as amended by the First Amendment, including the definition of “Fair Market Value” provided therein; and

Elimination of Initial Equity Grant to Non-Employee Directors

     WHEREAS, the Committee has recommended that the Board take action to eliminate the $60,000 one-time initial grant of restricted stock units under the 2005 EIP payable to new non-employee directors on the first Fee Payment Date following the date on which a non-employee director is duly qualified and first commences service on the Board, as described in the March 31, 2005, unanimous written consent of the Board (the “ Initial Equity Grant ”); and

     WHEREAS, the Board has determined that it is in the best interests of the Company to eliminate the Initial Equity Grant.

     NOW, THEREFORE, BE IT RESOLVED, that, effective upon the Effective Date, the Initial Equity Grant to new non-employee directors that first commence service on the Board on or after the Effective Date be, and hereby is, eliminated; and

Superseding Prior Resolutions

     FURTHER RESOLVED, that the foregoing resolutions supersede any and all prior resolutions of the Board governing the compensation of non-employee directors to the extent such resolutions are inconsistent with the foregoing resolutions; and

General Authority

     FURTHER RESOLVED, that any action taken in furtherance of the foregoing resolutions by an officer of the Company or any designee of an officer of the Company is hereby ratified, affirmed and approved in all respects; and

     FURTHER RESOLVED, that any officer of the Company and any designee of any officer of the Company, is hereby authorized and directed to take all actions and to finalize, execute and deliver all agreements, instruments, and other documents as he or she shall deem necessary, desirable or appropriate to carry out the intent of the foregoing resolutions and the signature of any officer of the Company or his or her designee on any document executed in furtherance of the foregoing resolutions shall be conclusive evidence of such determination.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned members of the Board have executed this Consent, which shall be effective as of the latest date set forth below on this signature page.

Date: August 13, 2010		/s/ James W. Brinkley   James W. Brinkley
Date: August 13, 2010		/s/ James O. Egan
		James O. Egan, Chairman
Date: August 13, 2010		/s/ Allan Z. Loren
		Allan Z. Loren
Date: August 16, 2010		/s/ Gregory J. Parseghian
		Gregory J. Parseghian
Date: August 16, 2010		/s/ Deborah M. Reif
		Deborah M. Reif
Date: August 17, 2010		/s/ Jerome J. Selitto
		Jerome J. Selitto
Date: August 18, 2010		/s/ Carroll R. Wetzel, Jr.
		Carroll R. Wetzel, Jr.

EXHIBIT A

FIRST AMENDMENT TO THE
PHH CORPORATION
AMENDED AND RESTATED
2005 EQUITY AND INCENTIVE PLAN

     WHEREAS, PHH Corporation, a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), maintains the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan (as amended through June 17, 2009) (the “ 2005 EIP ”); and

     WHEREAS, Section 8(d)(ii) of the 2005 EIP gives the Board of Directors of the Company (the “Board”) the power to amend the 2005 EIP; and

     WHEREAS, the Board has approved the following amendment to the 2005 EIP effective as of August 18, 2010, to provide flexibility to the Board in determining the portion of non-employee director fees and stipends that will be paid in the form of restricted stock units under the 2005 EIP.

     NOW, THEREFORE, the 2005 EIP is amended effective as of August 18, 2010, by deleting the sixth sentence of the existing Section 6(b)(iv)(D) and substituting therefor the following:

“The number of RSUs to be credited to each Non-Employee Director’s account as of each Fee Payment Date shall be calculated by dividing (1) the amount of annual retainer fee and committee stipends payable to such Non-Employee Director on such Fee Payment Date in the form of RSUs, as determined by the Committee or the Board from time to time, by (2) the Fair Market Value of a share of Stock on such date. Any change during a calendar year in the percentage or dollar amount of annual retainer fee or committee stipends payable in the form of RSUs shall only be applied to compensation for services performed in the calendar years following the date of such change; provided, however, that, notwithstanding the foregoing, such change may, in the event of any increase in such fees or stipends, be applied prospectively to any such increase payable during the remainder of the calendar year of such change (with the old percentage or dollar amount, as applicable, applying to the fees and stipends that otherwise would have been paid absent such increase) in order to comply with Section 409A of the Code and the regulations promulgated pursuant thereto.”

     Except as set forth herein, the 2005 EIP shall remain in full force and effect as prior to this First Amendment.

Exhibit 10.3

FIRST AMENDMENT TO THE
PHH CORPORATION
AMENDED AND RESTATED
2005 EQUITY AND INCENTIVE PLAN

     WHEREAS, PHH Corporation, a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), maintains the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan (as amended through June 17, 2009) (the “ 2005 EIP ”); and

     WHEREAS, Section 8(d)(ii) of the 2005 EIP gives the Board of Directors of the Company (the “Board”) the power to amend the 2005 EIP; and

     WHEREAS, the Board has approved the following amendment to the 2005 EIP effective as of August 18, 2010, to provide flexibility to the Board in determining the portion of non-employee director fees and stipends that will be paid in the form of restricted stock units under the 2005 EIP.

     NOW, THEREFORE, the 2005 EIP is amended effective as of August 18, 2010, by deleting the sixth sentence of the existing Section 6(b)(iv)(D) and substituting therefor the following:

“The number of RSUs to be credited to each Non-Employee Director’s account as of each Fee Payment Date shall be calculated by dividing (1) the amount of annual retainer fee and committee stipends payable to such Non-Employee Director on such Fee Payment Date in the form of RSUs, as determined by the Committee or the Board from time to time, by (2) the Fair Market Value of a share of Stock on such date. Any change during a calendar year in the percentage or dollar amount of annual retainer fee or committee stipends payable in the form of RSUs shall only be applied to compensation for services performed in the calendar years following the date of such change; provided, however, that, notwithstanding the foregoing, such change may, in the event of any increase in such fees or stipends, be applied prospectively to any such increase payable during the remainder of the calendar year of such change (with the old percentage or dollar amount, as applicable, applying to the fees and stipends that otherwise would have been paid absent such increase) in order to comply with Section 409A of the Code and the regulations promulgated pursuant thereto.”

     Except as set forth herein, the 2005 EIP shall remain in full force and effect as prior to this First Amendment.