AMENDED AND RESTATED REALOGY GROUP LLC

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective as of

April 9, 2013

Page

ARTICLE I – INTRODUCTION 1

ARTICLE II – DEFINITIONS 1

2.01 ACCOUNT:    1

2.02 BASE COMPENSATION:    1

2.03 BENEFICIARY:    1

2.04 BONUS COMPENSATION:    2

2.05 CHANGE IN OWNERSHIP:    2

2.06 CODE:    2

2.07 COMMON STOCK:    2

2.08 COMPANY:    2

2.09 DEFERRAL SUBACCOUNT:    2

2.10 DISABILITY:    3

2.11 DISTRIBUTION DATE:    3

2.12 DIVIDEND EQUIVALENT:    3

2.13 ELECTION FORM:    3

2.14 ELIGIBLE EMPLOYEE:    3

2.15 EMPLOYEE:    4

2.16 EMPLOYER:    4

2.17 EQUITY COMPENSATION:    4

2.18 ERISA:    4

2.19 KEY EMPLOYEE:    4

2.20 MATCHING DEFERRAL:    4

2.21 PARTICIPANT:    4

2.22 PERFORMANCE-BASED COMPENSATION:    4

2.23 PERIODIC INCENTIVE COMPENSATION:    5

2.24 PLAN:    5

2.25 PLAN ADMINISTRATOR:    5

2.26 PLAN YEAR:    5

2.27 RESTRICTED STOCK UNIT:    5

2.28 RETIREMENT:    5

2.29 SECTION 409A:    6

2.30 SEPARATION FROM SERVICE:    6

2.31 START DATE:    6

2.32 UNFORESEEABLE EMERGENCY:    6

2.33 VALUATION DATE:    6

ARTICLE III – ELIGIBILITY AND PARTICIPATION 6

3.01 ELIGIBILITY TO PARTICIPATE.    6

3.02 TERMINATION OF ELIGIBILITY TO DEFER.    7

3.03 TERMINATION OF PARTICIPATION.    7

ARTICLE IV – DEFERRAL OF COMPENSATION 7

4.01 DEFERRAL ELECTIONS.    7

4.02 TIME AND MANNER OF DEFERRAL ELECTION.    8

4.03 INITIAL PERIOD OF DEFERRAL.    10

4.04 INITIAL FORM OF PAYMENT.    10

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4.05 SUBSEQUENT REVISIONS TO DEFERRAL PERIOD OR FORM OF PAYMENT.    10

4.06    MATCHING DEFERRALS    10

ARTICLE V – INTERESTS OF PARTICIPANTS 11

5.01 ACCOUNTING FOR PARTICIPANTS’ INTERESTS.    11

5.02 VESTING OF A PARTICIPANT’S ACCOUNT.    11

ARTICLE VI – DISTRIBUTIONS 11

6.01 GENERAL.    11

6.02 DISTRIBUTION PURSUANT TO DEFERRAL ELECTION.    11

6.03 ACCELERATION OF PAYMENTS.    12

6.04 FORM OF PAYMENTS.    13

6.05 VALUATION.    13

ARTICLE VII – PLAN ADMINISTRATION 14

7.01 PLAN ADMINISTRATOR.    14

7.02 ACTION.    14

7.03 POWERS OF THE PLAN ADMINISTRATOR.    14

7.04 COMPENSATION, INDEMNITY AND LIABILITY.    15

7.05 TAXES.    15

7.06 CONFORMANCE WITH SECTION 409A.    16

ARTICLE VIII – CLAIMS PROCEDURES 16

8.01 CLAIMS FOR BENEFITS.    16

8.02 APPEALS OF DENIED CLAIMS.    17

8.03 SPECIAL CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS.    17

ARTICLE IX – AMENDMENT AND TERMINATION 17

9.01 AMENDMENTS.    17

9.02 TERMINATION OF PLAN.    17

ARTICLE X – MISCELLANEOUS 18

10.01 LIMITATION ON PARTICIPANT’S RIGHTS.    18

10.02 UNFUNDED OBLIGATION OF INDIVIDUAL EMPLOYER.    18

10.03 OTHER PLANS.    18

10.04 RECEIPT OR RELEASE.    18

10.05 GOVERNING LAW.    19

10.06 ADOPTION OF PLAN BY RELATED EMPLOYERS.    19

10.07 GENDER, TENSE AND EXAMPLES.    19

10.08 SUCCESSORS AND ASSIGNS; NONALIENATION OF BENEFITS.    19

ARTICLE I - INTRODUCTION

Realogy Group LLC (the “Company”) has established the Amended and Restated Realogy Group LLC Executive Deferred Compensation Plan (the “Plan”) to permit eligible employees to defer base salary, bonus pay, periodic incentive compensation and certain equity awards made under its compensation programs.

This document sets forth the terms of the Plan, specifying the group of Employees of the Company and certain affiliated employers who are eligible to make deferrals, the procedures for electing to defer compensation and the Plan’s provisions for maintaining and paying out amounts that have been deferred.

This Plan shall be considered an unfunded nonqualified deferred compensation "top hat" plan maintained for a select group of management or highly compensated employees, within the meaning of the Employee Retirement Income Security Act of 1974, and shall be construed accordingly.

ARTICLE II – DEFINITIONS

When used in this Plan, the following underlined terms shall have the meanings set forth below unless a different meaning is plainly required by the context:

The account maintained for a Participant on the books of his or her Employer to determine, from time to time, the Participant’s interest under this Plan. Each Participant’s Account shall consist of at least one Deferral Subaccount for each separate deferral under Section 4.02. Where appropriate, a reference to a Participant’s Account shall include a reference to each applicable Deferral Subaccount that has been established thereunder.

An Eligible Employee’s base salary or commissions.

The person or persons properly designated by a Participant, as determined by the Plan Administrator’s delegate, to receive the amounts in one or more of the Participant’s Deferral Subaccounts in the event of the Participant’s death. To be effective, any Beneficiary designation must be in writing, signed by the Participant, and filed with the Plan Administrator’s delegate prior to the Participant’s death. In the case of a Participant who has a spouse on the date of his or her death, a designation of a Beneficiary other than such spouse shall only be effective if such spouse has provided written consent to the designation that is witnessed by a notary public. In addition, the designation must meet such other standards as the Plan Administrator shall require from time to time. If no designation is validly in effect at the time of a Participant’s death or if

all designated Beneficiaries have predeceased the Participant, then the Participant’s Beneficiary shall be his or her spouse. If the Participant has no spouse or if the Participant’s spouse has predeceased the Participant, then the Participant’s Beneficiary shall be his or her children (paid on a per stirpes basis). If the Participant has no children or if the Participant’s children have predeceased the Participant, then the Participant’s Beneficiary shall be his or her estate. A Beneficiary designation of an individual by name (or name and relationship) remains in effect regardless of any change in the designated individual’s relationship to the Participant. A Beneficiary designation solely by relationship (for example, a designation of “spouse,” that does not give the name of the spouse) shall designate whoever is the person in that relationship to the Participant at his or her death. An individual who is otherwise a Beneficiary with respect to a Participant’s Account ceases to be a Beneficiary when all payments have been made from the Account.

An Eligible Employee’s annual incentive award under his or her Employer’s annual incentive or performance plan, whether payable in cash or equity.

A change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Reg. 1.409A-3(i)(5).

The Internal Revenue Code of 1986, as amended from time to time.

The common stock, $.01 par value, of the Company.

Realogy Group LLC, a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.

A subaccount of a Participant’s Account maintained to reflect his or her interest in the Plan attributable to each deferral (or separately tracked portion of a deferral) of Base Compensation, Periodic Incentive Compensation, Bonus Compensation, and Equity Compensation respectively.

2.10      Disability:

A Participant shall be considered to suffer from a Disability if, in the judgment of the Plan Administrator’s delegate, the Participant:

(a)    Is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(b)    Is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer.

Distribution Date shall have the same meaning as Valuation Date; provided, however, if the Valuation Date is more frequent than once per month, the Distribution Date shall mean the date as soon as practicable between the first and the fifth day of each month.

A Dividend Equivalent shall be provided to reflect the cash, Stock or other property dividends paid on actual shares of Common Stock. The amount and character of the Dividend Equivalent shall be determined by the Plan Administrator’s delegate, to the extent possible, based on the dividends the Participant’s Deferral Subaccount would receive if it held actual shares equal in number to the Restricted Stock Units existing in the Participant’s Deferral Subaccount on the record date of the actual dividend.

The form prescribed by the Plan Administrator’s delegate on which a Participant specifies the amount of his or her Base Compensation, Periodic Incentive Compensation, Bonus Compensation and Equity Compensation to be deferred pursuant to the provisions of Article IV. An Election Form need not exist in a paper format, and it is expressly contemplated that the Plan Administrator’s delegate may adopt such technologies, including voice response systems, emails, electronic forms and internet or intranet sites, as it deems appropriate from time to time.

The term, Eligible Employee, shall have the meaning given to it in Section 3.01(b).

Any person who is: (a) classified by his or her Employer as a common-law employee, and (b) receiving remuneration that is paid in U.S. dollars from an Employer’s U.S. payroll for personal services rendered in the employment of an Employer.

Each division of the Company and each of the Company’s subsidiaries and affiliates (if any) that is currently designated by the Plan Administrator as an employer that is participating in the Plan for the benefit of its Employees.

An Eligible Employee’s annual equity award under his or her Employer’s equity plan (other than an equity award paid as part of an Eligible Employee's Bonus Compensation), to the extent designated to be paid in Restricted Stock or Restricted Stock Units denominated in Company Common Stock.

Public Law 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

Any Eligible Employee or former Eligible Employee who, is a "specified employee" as such term is defined in Section 409A (a)(2)(B)(i) of the Code.

A deferral as described in Section 4.06.

Any Eligible Employee who is qualified to participate in this Plan in accordance with Section 3.01 and who has an Account (including, as applicable, any former Employee who has an Account at the time the Employee terminated employment). An active Participant is one who is currently deferring under Section 4.01.

Any performance-based compensation (within the meaning of Reg. 1.409A(a)-1(4d)(ii)) based on services performed over a period of at least 12 months.

An Eligible Employee’s adjusted periodic incentive, commission or performance award (other than Base Compensation or Bonus Compensation) under his or her Employer’s incentive, commission or performance plan, including, but not limited to, the Realogy Corporation Phantom Value Plan.

The Amended and Restated Realogy Group LLC Executive Deferred Compensation Plan, as set forth herein and as it may be amended and restated from time to time.

The Board of Directors of Realogy Holdings Corp. (the "Board"), another committee of the Board of Realogy Holdings Corp., the Board of Managers of the Company or any committee of the Board of Managers of the Company . The Plan Administrator shall consist solely of two or more directors of the Company, all of whom qualify as “non-employee directors” within the meaning of Rule 16b‑3, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or automated quotation system on which the shares of common stock of Realogy Holdings Corp. are listed, quoted or traded, in each case, to the extent required under such provision. The number of members of the Plan Administrator shall from time to time be increased or decreased, and shall be subject to such conditions, in each case as the Board deems appropriate to permit transactions in securities (including derivative securities) of the Company pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.

The 12-consecutive month period beginning on January 1 and ending on December 31.

A bookkeeping entry representing the equivalent of one share of Common Stock that is payable in the form of Common Stock, cash, or any combination of the foregoing. Restricted Stock Units shall be granted under the 2012 Long-Term Incentive Plan (and any successor plan) and shall be subject to the terms thereof.

Separation from Service with the Company and all affiliates (other than for Misconduct) after attaining eligibility for retirement. A Participant attains eligibility for retirement after attaining a factor of 60 whereby such factor is determined by adding the Participant’s (a) age as of Separation from Service, and (b) number of whole years of service with the Employer as of Separation from Service.

Section 409A of the Code and the applicable regulations and other guidance of general applicability that is issued thereunder.

A Participant’s separation from service with the Company, all Employers and all other Company subsidiaries and affiliates, and which meets the requirements of Section 409A(a)(2)(A)(i).

April 9, 2013.

A severe financial hardship to the Participant resulting from:

(a)    An illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Code section 152(a)) of the Participant;

(b)    Loss of the Participant’s property due to casualty; or

(c)    Any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

The Plan Administrator’s delegate shall determine the occurrence of an Unforeseeable Emergency in accordance with Section 409A(a)(2)(B)(ii).

Each date as specified by the Plan Administrator from time to time as of which Participant Accounts are valued in accordance with Plan procedures that are currently in effect. As of the Start Date, the Valuation Dates are March 31, June 30, September 30 and December 31. In accordance with procedures that may be adopted by the Plan Administrator, any current Valuation Date may be changed. Values are determined as of the close of a Valuation Date or, if such date is not a business day, as of the close of the immediately preceding business day.

ARTICLE III – ELIGIBILITY AND PARTICIPATION

(a)    Only Eligible Employees shall be eligible to defer compensation under this Plan. During the period an individual satisfies all of the eligibility requirements of this Section, he or she shall be referred to as an Eligible Employee.

(b)    An Eligible Employee shall mean any Employee who is classified as a "level 1 or 2" employee, as defined by the Company, and meets the definition of "highly compensated employee" as defined under ERISA.

Each Eligible Employee becomes an active Participant on the date an amount is first withheld from his or her compensation pursuant to an Election Form submitted by the Eligible Employee to the delegate of the Plan Administrator in accordance with Section 4.01.

A Participant’s eligibility to make future deferrals under Section 4.01 shall terminate upon the date he or she ceases to be an Eligible Employee. After termination of an individual’s eligibility to make future deferrals under the Plan, the individual shall be an inactive Participant in this Plan.

An individual, who is a Participant (whether active or inactive) under the Plan, ceases to be a Participant on the date his or her Account is fully paid out.

ARTICLE IV – DEFERRAL OF COMPENSATION

(a)    Each Eligible Employee may make an election to defer under the Plan any whole percentage of his or her Base Compensation (up to 80 percent or such percentage as determined by the Plan Administrator), Periodic Incentive Compensation (up to 90 percent or such percentage as determined by the Plan Administrator), Bonus Compensation (up to 90 percent or such percentage as determined by the Plan Administrator) and Equity Compensation (up to 90 percent or such percentage as determined by the Plan Administrator) in the manner described in Section 4.02. Any percentage of Base Compensation deferred by an Eligible Employee for a Plan Year will be deducted each pay period during the Plan Year for which he or she has Base Compensation and is an employee of the Company. The percentage of Periodic Incentive Compensation and Bonus Compensation deferred by an Eligible Employee for a Plan Year will be deducted from his or her payment under the applicable compensation program at the time it would otherwise be made, provided he or she remains an employee of the Company at such time. The percentage of Equity Compensation deferred by an Eligible Employee for a Plan Year will be granted in the form of Restricted Stock Units with payment dates in accordance with the Eligible Employee’s election under the terms of the Plan.

(b)    Notwithstanding subsection (a) above, the Plan Administrator in its discretion may implement rules and procedures from time to time that allow Participants: (1) to elect to defer Base Compensation, Periodic Incentive Compensation, Bonus Compensation, and/or Equity Compensation in amounts other than whole percentages,

such as in whole dollar amounts or whole shares of Company Common Stock, or (2) to specify a dollar maximum that would limit their percentage deferral elections of Base Compensation, Periodic Incentive Compensation, Bonus Compensation and/or Equity Compensation.

(c)    To be effective, an Eligible Employee’s Election Form must set forth the percentage of Base Compensation, Periodic Incentive Compensation, Bonus Compensation, and Equity Compensation to be deferred in accordance with subsection (a) above (or amount in accordance with subsection (b)), the deferral period under Section 4.03, the form of payment under Section 4.04, the Eligible Employee’s Beneficiary designation, and any other information that may be required by the Plan Administrator from time to time. In addition, the Election Form must meet the requirements of Section 4.02 below.

(a)     Deferrals of Base Compensation . Subject to the next two sentences, an Eligible Employee must make a deferral election for a Plan Year with respect to Base Compensation by December 31 ^st of the year prior to the beginning of the Plan Year in which the services are performed for which the Base Compensation is paid. An individual who newly becomes an Eligible Employee (and who was not previously an Eligible Employee during prior Plan Years and was not eligible to participate in any plan of the Company that would be aggregated with the Plan under Reg. 1.409A-1(c)), will have 30 days from the date the individual becomes an Eligible Employee to make an election with respect to compensation earned for payroll cycles that begin after the election is received (if this 30-day period ends later than the deadline under the preceding sentence).

(b)     Deferrals of Bonus Compensation, Periodic Incentive Compensation and Equity Compensation . Bonus Compensation, Periodic Incentive Compensation and Equity Compensation shall be subject to the deferral rules set forth in the following three paragraphs:

(1)     Regular Bonus Compensation, Periodic Incentive and Equity Compensation . Subject to Paragraphs (2) and (3) below and the next sentence, an Eligible Employee must make a deferral election with respect to his or her Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation no later than the close of the Plan Year preceding the Plan Year in which the services are performed for which the Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation is paid.

(2)     Performance-Based Compensation . To the extent permitted by Reg. 1.409A-2(a)(8), if an Eligible Employee’s Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation for a particular Plan Year will qualify as Performance-Based Compensation, the Eligible Employee may make a deferral election for such Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation no later than six months prior to the

end of the performance period to which such Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation relates.

(3)     Newly Eligible Participants . An individual who newly becomes an Eligible Employee during a Plan Year (and who was not previously an Eligible Employee during prior Plan Years and was not eligible to participate in any plan of the Company that would be aggregated with the Plan under Reg. 1.409A-1(c)) may make a deferral election with respect to his or her Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation that is payable for services performed in such Plan Year following the date on which the election is received so long as the deferral election: (i) is made within 30 days of the date the individual becomes an Eligible Employee (or, with respect to Performance-Based Compensation, such longer period as is permitted by Section 409A), and (ii) is limited to the maximum portion of such Plan Year’s Bonus Compensation, Periodic Incentive Compensation and/or Equity Compensation as may deferred under Section 409A.

(d)     General Provisions . A separate deferral election must be made by an Eligible Employee for each category of compensation that is eligible for deferral. If an Eligible Employee fails to file a properly completed and executed Election Form with the Plan Administrator’s delegate by the prescribed time, he or she will be deemed to have elected not to defer any Base Compensation, Periodic Incentive Compensation, Bonus Compensation, or Equity Compensation, as the case may be, for the applicable Plan Year. An election is irrevocable once received and determined by the delegate of the Plan Administrator to be properly completed. Increases or decreases in the amount or percentage a Participant elects to defer shall not be permitted once an election has become irrevocable. Notwithstanding the preceding provisions of this Section, to the extent necessary because of circumstances beyond the control of the Eligible Employee and in the interests of orderly Plan administration (or to avoid undue hardship to an Eligible Employee), the Plan Administrator may grant an extension of any election period or may permit the complete revocation of an election, but such extension or revocation shall not permit an election or revocation to be made after the latest time permissible under Section 409A.

(e)     Beneficiaries . To be considered complete, the first Election Form filed by a Participant shall designate the Beneficiary to receive payment, in the event of his or her death, of the amounts credited to his or her applicable Deferral Subaccounts. Any Beneficiary designation made on a subsequent Election Form or through a separate Beneficiary designation shall apply on an aggregate basis to all of a Participant’s Deferral Subaccounts. However, a Participant’s Beneficiary designation shall only be effective if it is signed by the Participant and filed with the Plan Administrator’s delegate prior to the Participant’s death, and if it meets such other standards as the Plan Administrator’s delegate shall require from time to time. A Beneficiary is paid in accordance with the terms of a Participant's Election Form, as interpreted by the Plan Administrator’s delegate in accordance with the terms of this Plan.

An Eligible Employee making a deferral election shall specify a deferral period on his or her Election Form by designating a specific payout date on which the Eligible Employee's deferral shall be distributed, subject to the provisions of Article VI. Such selected payout date shall not be less than two years from the date on which the amount would have been paid or prior to the date of vesting. In the event that the payout date selected in accordance with this section occurs prior to the second anniversary of the date on which the amount would have been paid or prior to the date of vesting, the Participant's Scheduled Payout Date (as defined in Section 6.02) shall be January 1st of the second Plan Year following the Plan Year during which the amount would have been paid absent the deferral or, if later, on the vesting date (except that, with respect to Base Compensation, such date shall be January 1 ^st of the second Plan Year following the Plan Year to which the deferral relates).

An Eligible Employee making a deferral election may specify a form of payment on his or her Election Form by designating either a lump sum payment or installment payments for up to 10 years, subject to the provisions of Article VI. If an Eligible Employee fails to make a form of payment election on the Election Form, his or her form of payment shall be a lump sum payment.

A Participant may make an election to revise the deferral period or form of payment (or both) that applies to a Deferral Subaccount in accordance with this section. An election made under this section must be made at least 12 months prior to the date of the first scheduled payment and the election shall not be effective for 12 months after it is made. If a Participant has specified a date as the end of his or her deferral period, an election under this section shall not be effective unless it is made at least 12 months prior to the date the first scheduled payment would be made in connection with such specified date. If an election is made under this section, the first payment pursuant to such election must be deferred at least 5 years from the date such payment would otherwise have been made. So long as a Participant qualifies under this section to change his or her period of deferral and/or form of payment, there is no limit on the number of elections that may be made under this section. Any form of payment elected under this section must be authorized and available to the Participant under the terms of Section 4.04. This section shall not apply to a Beneficiary.

4.06     Matching Deferrals

At the Employer's discretion, with such discretion including the Employer retaining the right to determine which Participants may receive a Matching Deferral, the Employer may make a Matching Deferral based upon criteria established by the Employer.

ARTICLE V – INTERESTS OF PARTICIPANTS

(a)     Deferral Subaccounts . Each Participant shall have at least one separate Deferral Subaccount for each separate deferral of Base Compensation, Periodic Incentive Compensation, Bonus Compensation, and Equity Compensation made by the Participant under this Plan. However, the Plan Administrator’s delegate may also combine Deferral Subaccounts to the extent it deems separate accounts are not needed for sound recordkeeping. A Participant’s deferral shall be credited to his or her Account as soon as practicable following the date when the compensation would have been paid to the Participant in the absence of its deferral. A Participant’s Account is a bookkeeping device to track the value of his or her deferrals (and his or her Employer’s liability therefor). No assets shall be reserved or segregated in connection with any Account, and no Account shall be insured or otherwise secured.

(b)     Investment of Participants’ Accounts . A Participant’s Account shall be deemed to have been invested in one or more of the funds as set forth on the Participant's Election Form and as such Participant shall have most recently elected. The Participant's account shall be credited with the investment performance of the respective funds in which the Account is invested.

Other than in respect of Restricted Stock Units, which shall vest in accordance with the same schedule as a Participant’s Equity Compensation would have vested absent the deferral and other than Periodic Incentive Compensation to the extent specified by a Participant's Employer at the time of grant, a Participant’s interest in the value of his or her Account shall at all times be 100 percent vested, which means that it will not forfeit as a result of his or her Separation from Service. However, a Participant’s right to be paid by the Participant’s Employer remains subject to the claims of the general creditors of the Employer.

ARTICLE VI – DISTRIBUTIONS

A Participant's Account shall be distributed as provided in this Article. In no event shall any portion of a Participant’s Account be distributed earlier or later than is allowed under Section 409A.

Subject to the provisions in this Article VI, with respect to a specific deferral, distribution of such deferral to a Participant shall commence as soon as practicable after the

occurrence of the Participant’s “Scheduled Payout Date” (but in no event later than the later of December 31 ^st of the year that includes the Scheduled Payout Date and 2 ½ months following the Scheduled Payment Date). A Participant’s “Scheduled Payout Date” shall be the specific payout date elected by the Participant in his or her deferral election in accordance with Section 4.03.

Pursuant to the rules and provisions of this Section 6.03, payment of one or more specific deferrals may be made earlier than specified in Section 6.02.

(a)     Separation from Service . In the event the participant incurs a Separation from Service, such Participant’s Account shall be distributed as soon as practicable after the first Distribution Date following the first (1 ^st ) anniversary of the Participant's Separation from Service in accordance with such Participant's Election Form, provided, however, if at the time of such Separation from Service, the Participant is not eligible for Retirement, the Participant’s Account shall be distributed in a lump sum as soon as practicable after the first Distribution Date following the first (1 ^st ) anniversary of the Participant's Separation from Service.

(b)     Disability Payments . If the Plan Administrator determines that a Participant is suffering from a Disability, the Participant’s Account shall be distributed in a lump sum as soon as practicable after the first Distribution Date following such determination.

(c)     Change in Ownership Payments . If a Change in Ownership occurs, each Participant’s Account shall be distributed as soon as practicable after the first Distribution Date following such Change in Ownership in accordance with such Participant's Election Form, provided, however, the Employer reserves the right to distribute all of the Participant's Deferral Subaccounts to the Participant as a single lump sum, to the extent permitted by Reg. 1.409A-3(j)(4)(ix)(A).

(d)     Unforeseeable Emergency . If a Participant believes an Unforeseeable Emergency has occurred, the Participant or Beneficiary may file a written request with the Plan Administrator for accelerated payment of all or a portion of the amount credited to his or her Account. After a Participant has filed a written request pursuant to this subsection, along with all supporting material, the Plan Administrator’s delegate shall determine within 60 days (or such other number of days if special circumstances warrant additional time) whether the Participant meets the criteria for an Unforeseeable Emergency. If the Plan Administrator’s delegate determines that an Unforeseeable Emergency has occurred, the Participant or Beneficiary shall receive a distribution from his or her Account as soon as administratively practicable. However, such distribution shall not exceed the dollar amount necessary to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(e)     Cashouts of Small Amounts . Subject to the remaining sentences of this subsection, if (1) a Participant has a Separation from Service, and (2) the total value of all of the Participant’s Deferral Subaccounts, as of the first Distribution Date next following the Separation from Service, is less than the applicable dollar amount under Section 402(g)(1)(B) of the Code, the Employer reserves the right to distribute all of the Participant’s Deferral Subaccounts to the Participant as a single lump sum as soon as practicable after the first Distribution Date that follows the Participant’s Separation from Service. To the extent required under Section 409A, a Deferral Subaccount shall not be distributed under this subsection before the end of the minimum period of additional deferral that is applicable to the Deferral Subaccount under Section 4.05. If the preceding sentence delays payout of a distribution, payout shall be made as soon as practicable after the minimum period of deferral. By no later than the date payment is made, the Employer must specify in writing that it is exercising its discretion to make the payment in form of a single lump sum payment under this subsection 4.06.

(f)     Death . Upon a Participant’s death, the Participant's Account shall be distributed in a lump sum to his or her Beneficiary as soon as practicable after the first Distribution Date to occur after the Plan Administrator’s delegate receives notification of the Participant’s death.

Unless otherwise provided in this Article VI, payments made under Section 6.02 shall be made pursuant to the form of payment elected by the Participant under Section 4.04 or 4.05. Other than with respect to Restricted Stock Units which may be settled in shares of Common Stock or cash or a combination of both in the discretion of the Plan Administrator, payments under Sections 6.02 and 6.03 shall be made in cash.

In determining the amount of any individual distribution pursuant to this Article, the Participant’s Deferral Subaccount shall continue to be credited with earnings and gains (and debited for expenses and losses) as specified in Section 5.01 until the Valuation Date preceding the distribution. In determining the value of a Participant’s remaining Deferral Subaccount following an installment distribution, such installment distribution (determined without application of the last sentence of this section) shall reduce the value of the Participant’s Deferral Subaccount as of the close of the Valuation Date preceding the payment date for such installment. The amount to be distributed in connection with any installment payment shall be determined by dividing the value of a Participant’s Deferral Subaccount as of such preceding Valuation Date by the remaining number of installments to be paid with respect to such Deferral Subaccount.

ARTICLE VII – PLAN ADMINISTRATION

The Plan Administrator is responsible for the administration of the Plan. To the extent permitted by applicable law or the rules of any securities exchange or automated quotation system on which shares of common stock of Realogy Holdings Corp. are listed, quoted or traded, the Plan Administrator may from time to time delegate to one or more officers of the Company the authority to carry out certain responsibilities hereunder. Any such delegation shall state the scope of responsibilities being delegated ; provided, however, that in no event shall an officer of the Company be delegated the authority with respect to (a) Participants who are individuals who are subject to Section 16 of the Securities Exchange Act of 1934 as amended, (b) Covered Employees under Section 162(m) of the Code or (c) officers of the Company to whom authority has been delegated hereunder.

Action by the Plan Administrator may be taken in accordance with procedures that the Plan Administrator adopts from time to time or that the Company’s legal department determines are legally permissible.

The Plan Administrator shall administer and manage the Plan and shall have (and shall be permitted to delegate) all powers necessary to accomplish that purpose, including (but not limited to) the following:

(a)    To exercise its discretionary authority to construe, interpret, and administer this Plan;

(b)    To exercise its discretionary authority to make all decisions regarding eligibility, participation and deferrals, to make allocations and determinations required by this Plan, and to maintain records regarding Participants’ Accounts;

(c)    To compute and certify to the Employer the amount and kinds of payments to Participants or their Beneficiaries, and to determine the time and manner in which such payments are to be paid;

(d)    To authorize all disbursements by the Employer pursuant to this Plan;

(e)    To maintain (or cause to be maintained) all the necessary records for administration of this Plan;

(f)    To make and publish such rules for the regulation of this Plan as are not inconsistent with the terms hereof;

(g)    To authorize its delegates to delegate to other individuals or entities from time to time the performance of any of its delegates’ duties or responsibilities hereunder;

(i)    To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan; and

(j)    Notwithstanding any other provision of this Plan, the Plan Administrator may take any action it deems appropriate in furtherance of any policy of the Company respecting insider trading as may be in effect from time to time. Such actions may include, but are not limited to, altering the effective date of allocations or distributions of Accounts or Deferral Subaccounts.

The Plan Administrator has the exclusive and discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits, to determine the amount and manner of payment of such benefits and to make any determinations that are contemplated by (or permissible under) the terms of this Plan, and its decisions on such matters will be final and conclusive on all parties. Any such decision or determination shall be made in the absolute and unrestricted discretion of the Plan Administrator, even if (1) such discretion is not expressly granted by the Plan provisions in question, or (2) a determination is not expressly called for by the Plan provisions in question, and even though other Plan provisions expressly grant discretion or call for a determination. As a result, benefits under this Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. In the event of a review by a court, arbitrator or any other tribunal, any exercise of the Plan Administrator’s discretionary authority shall not be disturbed unless it is clearly shown to be arbitrary and capricious.

The Plan Administrator will serve without bond and without compensation for services hereunder. All expenses of the Plan and the Plan Administrator will be paid by the Employer. To the extent deemed appropriate by the Plan Administrator, any such expense may be charged against specific Participant Accounts, thereby reducing the obligation of the Employer. No member of the Plan Administrator, and no individual acting as the delegate of the Plan Administrator, shall be liable for any act or omission of any other member or individual, nor for any act or omission on his or her own part, excepting his or her own willful misconduct. The Employer will indemnify and hold harmless each member of the Plan Administrator and any employee of the Company (or an affiliate, if recognized as an affiliate for this purpose by the Plan Administrator) acting as the delegate of the Plan Administrator against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his or her membership on the Administrator (or his or her serving as the delegate of the Plan Administrator), excepting only expenses and liabilities arising out of his or her own willful misconduct.

If the whole or any part of any Participant’s Account becomes liable for the payment of any estate, inheritance, income, employment, or other tax which the Employer may

be required to pay or withhold, the Employer will have the full power and authority to withhold and pay such tax out of any moneys or other property in its hand for the account of the Participant. To the extent practicable, the Employer will provide the Participant notice of such withholding. Prior to making any payment, the Employer may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

The intent of the Company is that payments and benefits under this Plan comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Plan which are subject to Section 409A of the Code until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following a Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s separation from service (or, if earlier, the Participant’s date of death). The Company makes no representation that any or all of the payments described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

ARTICLE VIII – CLAIMS PROCEDURES

If a Participant, Beneficiary or other person (hereafter, “Claimant”) does not receive timely payment of any benefits which he or she believes are due and payable under the Plan, he or she may make a claim for benefits to the Plan Administrator. The claim for benefits must be in writing and addressed to the Plan Administrator. If the claim for benefits is denied, the Plan Administrator will notify the Claimant within 90 days after the Plan Administrator initially received the benefit claim. However, if special circumstances require an extension of time for processing the claim, the Plan Administrator will furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension may not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits should advise the Claimant of the basis for the denial, any additional material or information necessary for the Claimant to perfect his or her claim, and the steps which the Claimant must take to appeal his or her claim for benefits.

Each Claimant whose claim for benefits has been denied may file a written appeal for a review of his or her claim by the Plan Administrator. The request for review must be filed by the Claimant within 60 days after he or she received the notice denying his or her claim. The decision of the Plan Administrator will be communicated to the Claimant within 60 days after receipt of a request for appeal. The notice shall set forth the basis for the Plan Administrator's decision. If there are special circumstances which require an extension of time for completing the review, the Plan Administrator’s decision may be rendered not later than 120 days after receipt of a request for appeal.

If the claim or appeal of the Claimant relates to Disability benefits, such claim or appeal shall be processed pursuant to the applicable provisions of Department of Labor Regulation section 2560.503-1 relating to Disability benefits, including sections 2560.503-1(d), 2560.503-1(f)(3), 2560.503-1(h)(4) and 2560.503-1(i)(3).

ARTICLE IX – AMENDMENT AND TERMINATION

The Plan Administrator has the right in its sole discretion to amend this Plan in whole or in part at any time and in any manner, including the manner of making deferral elections, the terms on which distributions are made, and the form and timing of distributions, provided that such amendments do not cause the Plan to fail to comply with Section 409A and further provided , that the officers of the Company shall have the authority to modify or amend the Plan to make ministerial changes that do not have an adverse financial impact to the Company with respect to the Plan . However, except for mere clarifying amendments necessary to avoid an inappropriate windfall, no Plan amendment shall reduce the amount credited to the Account of any Participant as of the date such amendment is adopted. Any amendment shall be in writing and adopted by the Plan Administrator. All Participants and Beneficiaries shall be bound by such amendment.

The Company expects to continue this Plan, but does not obligate itself to do so. The Company, acting by the Plan Administrator, reserves the right to discontinue and terminate the Plan at any time, in whole or in part, for any reason (including a change, or an impending change, in the tax laws of the United States or any State), provided that such termination is done in compliance with Section 409A. Termination of the Plan will be binding on all Participants and their Beneficiaries, but in no event may such termination reduce the amounts credited at that time to any Participant’s Account. If this Plan is terminated (in whole or in part), the termination resolution shall provide for how amounts theretofore credited to affected Participants’ Accounts will be distributed.

ARTICLE X – MISCELLANEOUS

Participation in this Plan does not give any Participant the right to be retained in the Employer’s or Company’s employ (or any right or interest in this Plan or any assets of the Company or Employer other than as herein provided). The Company and Employer reserve the right to terminate the employment of any Participant without any liability for any claim against the Company or Employer under this Plan, except for a claim for payment of deferrals as provided herein.

The benefits provided by this Plan are unfunded. All amounts payable under this Plan to Participants are paid from the general assets of the Participant’s individual Employer. Nothing contained in this Plan requires the Company or Employer to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. Neither a Participant, Beneficiary, nor any other person shall have any property interest, legal or equitable, in any specific Employer asset. This Plan creates only a contractual obligation on the part of a Participant’s individual Employer, and the Participant has the status of a general unsecured creditor of this Employer with respect to amounts of compensation deferred hereunder. Such a Participant shall not have any preference or priority over, the rights of any other unsecured general creditor of the Employer. No other Employer guarantees or shares such obligation, and no other Employer shall have any liability to the Participant or his or her Beneficiary. In the event, a Participant transfers from the employment of one Employer to another, the former Employer shall transfer the liability for deferrals made while the Participant was employed by that Employer to the new Employer (and the books of both Employers shall be adjusted appropriately). However, nothing herein shall prevent the Company from establishing one or more grantor trusts that meet the requirements of IRS Revenue Procedure 92-64 from which benefits due under this Plan may be paid.

This Plan shall not affect the right of any Eligible Employee or Participant to participate in and receive benefits under and in accordance with the provisions of any other employee benefit plans which are now or hereafter maintained by any Employer, unless the terms of such other employee benefit plan or plans specifically provide otherwise or it would cause such other plan to violate a requirement for tax favored treatment.

Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Administrator, the Employer and the Company, and the Plan Administrator may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect (provided

that, to the extent the Employer, the Company, or the Plan Administrator require a Participant to execute a release, the release requirement shall be structured in a manner that complies with Section 409A).

This Plan shall be construed, administered, and governed in all respects in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Delaware (other than its laws relating to choice of law). If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

The Plan Administrator may select as an Employer any division of the Company, as well as any corporation related to the Company by stock ownership, and permit or cause such division or corporation to adopt the Plan. The selection by the Plan Administrator shall govern the effective date of the adoption of the Plan by such related Employer. The requirements for Plan adoption are entirely within the discretion of the Plan Administrator and, in any case where the status of an entity as an Employer is at issue, the determination of the Plan Administrator shall be absolutely conclusive.

In this Plan, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Whenever an example is provided or the text uses the term “including” followed by a specific item or items, or there is a passage having a similar effect, such passage of the Plan shall be construed as if the phrase “without limitation” followed such example or term (or otherwise applied to such passage in a manner that avoids limitation on its breadth of application).

This Plan inures to the benefit of and is binding upon the parties hereto and their successors, heirs and assigns; provided, however, that the amounts credited to the Account of a Participant are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including, any assignment or alienation in connection with a separation, divorce, child support or similar arrangement, will be null and void and not binding on the Plan or the Company or Employer. Notwithstanding the foregoing, the Plan Administrator reserves the right to make payments in accordance with a divorce decree, judgment or other court order as and when cash payments are made in accordance with the terms of this Plan from the Deferral Subaccount of a Participant. Any such payment shall be charged against and reduce the Participant’s Account.

SECOND AMENDMENT TO THE

REALOGY GROUP LLC PHANTOM VALUE PLAN (f/k/a REALOGY CORPORATION PHANTOM VALUE PLAN

Second Amendment to the Realogy Group LLC Phantom Value Plan (the “ Second Amendment ”).

WHEREAS, the Board of Directors of Realogy Corporation (n/k/a Realogy Group LLC) (the “ Company ”) adopted the Realogy Corporation Phantom Value Plan (k/n/a Realogy Group LLC Phantom Value Plan) (the “ Plan ”) on January 5, 2011 and the Plan was subsequently amended on November 28, 2011 (unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to them in the Plan);

WHEREAS, Section 14 of the Plan permits the Plan to be modified or amended in any respect by the Compensation Committee of the Board of Directors of Realogy Holdings Corp., the indirect, parent company of the Company(the “ Committee ”); and

WHEREAS, the Committee believes it is in the best interest of the Company to amend and restate Section 7 of the Plan to provide Participants with the opportunity to elect restricted stock units in addition to restricted stock.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of April 9, 2013:

“Notwithstanding the foregoing, in the event the Participant elects to defer any payment under the Plan pursuant to the Company's deferred compensation plan as in effect from time to time, any unrestricted or restricted shares shall be delivered instead as unrestricted or restricted share units, as applicable.”

IN WITNESS WHEREOF, and as evidence of the adoption of this Second Amendment, Realogy has caused the same to be executed by its duly authorized officer on this 9 ^th day of April 2013.

ATTEST:                              REALOGY GROUP LLC

/s/ Seth Truwit                              By: /s/ David J. Weaving        

Name:      David J. Weaving                                          Title: Executive Vice President     

and Chief Administrative Officer     

REALOGY HOLDINGS CORP. 2012 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT NOTICE OF GRANT & RESTRICTED STOCK UNIT AGREEMENT

Realogy Holdings Corp. (the "Company"), pursuant to its 2012 Long-Term Incentive Plan (the "Plan"), previously granted to the individual listed below (the "Participant"), an Award of Restricted Stock. In connection with the Participant's election to participate in the Amended and Restated Realogy Group LLC Executive Deferred Compensation Plan, the entire award of restricted Stock has been converted into Restricted Stock Units.

The Award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit agreement attached hereto as Exhibit A (the "Agreement") and the Plan, which are incorporated herein by reference. In addition, the Participant understands and agrees to continue to be bound by and comply with the restrictive covenants and other provisions set forth in the Restrictive Covenant Agreement, dated as of October 10, 2012 (which agreement amended, restated and renamed the Amended and Restated Management Investors' Rights Agreement, dated as of January 5, 2011), as amended by any side letter(s) that the Participant may be a party to (as amended to the date hereof, the "Restrictive Covenants Agreement"), a copy of which the Participant acknowledges receipt. The Participant understand and agrees that the restrictive covenants and other provisions set forth in the Restrictive Covenants Agreement (and any side letter thereto) shall survive the grant, vesting or termination of the Restricted Stock Units, sale of the Shares with respect to the Restricted Stock Units and any termination of employment of the Participant.

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant ("Notice") and the Agreement.

Participant: [ ]

Grant Date: [ ]

Total Number of Restricted Stock Units: [ ]

Vesting Dates: [ ] (each, a "Vesting Date")

By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Notice. The Participant has reviewed the Agreement, the Plan and this Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or

interpretations of the Administrator upon any questions arising under the Plan or relating to the Restricted Stock Units Award.

REALOGY HOLDINGS CORP.             PARTICIPANT

By:                              By: _______________________________

Print Name:                          Print Name: _________________________    

Title: _______________________________

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted Stock Unit Notice of Grant (the "Notice") to which this Restricted Stock Unit Agreement (this "Agreement") is attached, Realogy Holdings Corp. (the "Company"), has granted to the Participant the number of Restricted Stock Units under the Company's 2012 Long-Term Incentive Plan (the "Plan") as indicated in the Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and Notice.

ARTICLE I

GENERAL

1.1      Incorporation of Terms of Plan . The Restricted Stock Unit Award is subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II

GRANT OF RESTRICTED STOCK

2.1      Grant of Restricted Stock Units . In consideration of the Participant's past and/or continued employment with or service to the Company or any Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Notice (the "Grant Date"), the Company irrevocably grants to the Participant the number of Restricted Stock Units as set forth in the Notice, upon the terms and conditions set forth in the Plan and this Agreement.

2.2      Consideration to the Company . In consideration of the grant of the Restricted Stock Units by the Company, the Participant agrees to render services to the Company or any Affiliate. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Participant.

ARTICLE III

RESTRICTIONS AND RESTRICTION PERIOD

3.1      Restrictions . The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in Section 4.1 below until the Restricted Stock Units vests.

3.2      Restricted Period . Subject to Section 4.1 below, the Restricted Stock shall vest on each Vesting Date as set forth in the Notice.

3.3      Settlement of Restricted Stock Units . Within a reasonable period of time after each Vesting Date (and in no event later than the March 15 ^th following the year in which the applicable Vesting Date occurs), the Company shall pay and transfer to Employee a number of shares of Common Stock of Realogy Holdings Corp. (the "Shares") equal to the aggregate number of Restricted Stock Units that vested on each Vesting Date.

3.4     No Rights as a Stockholder . Unless and until a certificate or certificates representing the Shares shall have been issued by the Company to Employee in connection with the payment of Shares in connection with vested Restricted Stock Units, Employee shall not be, or have any of the rights or privileges of a stockholder of the Company with respect to, the Shares.

3.5     Dividend Equivalents Rights . The Restricted Stock Units will carry dividend equivalent rights related to any cash dividend paid by the Company while the Restricted Stock Units are outstanding. In the event the Company pays a cash dividend on its outstanding Shares following the grant of the Restricted Stock Units, the number of Restricted Stock Units will be increased by the number of units determined by dividing (i) the amount of the cash dividend on the number of Shares covered by the Restricted Stock Units at the time of the related dividend record date, by (ii) the closing price of a Share on the related dividend payment date. Any additional Restricted Stock Units credited as dividend equivalents will be subject to the same vesting requirements, settlement provisions, and other terms and conditions as the original Restricted Stock Units to which they relate.

3.6     Deferral. The Participant may be permitted to elect to defer payment of his or her Restricted Stock Units under a separate deferral program.

ARTICLE IV

FORFEITURES

4.1     Termination of Employment . Except as provided in Article 5, if the Participant's ceases to be an Employee for any reason, then the Restricted Stock Units, to the extent not vested, shall be forfeited to the Company without payment of any consideration by the Company, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Units.

ARTICLE V

CHANGE IN CONTROL

5.1      Change in Control . In the event of a Change in Control:

(a)      With respect to each outstanding Restricted Stock Unit that is assumed or substituted in connection with a Change in Control, in the event that during the twenty-four (24) month period following such Change in Control a Participant's employment or service is terminated without Cause by the Company or any Affiliate or the Participant resigns from employment or service from the Company or any Affiliate with Good Reason, (i) such Restricted Stock Unit shall become fully vested, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to such Restricted Stock Unit granted shall lapse (but, the Participant's obligations under the Restrictive Covenants Agreement shall not lapse), and (iii) and any performance conditions imposed with respect to such Restricted Stock Unit shall be deemed to be achieved at target performance levels.

(b)      With respect to each outstanding Restricted Stock Unit that is not assumed or substituted in connection with a Change in Control, immediately upon the occurrence of the Change in Control, (i) such Restricted Stock Unit shall become fully vested, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to such Restricted Stock Unit granted shall lapse (but, the Participant's obligations under the Restrictive Covenants Agreement shall not lapse), and (iii) and any performance conditions imposed with respect to such Restricted Stock Unit shall be deemed to be achieved at target performance levels.

(c)      For purposes of this Section 5.1, Restricted Stock Units shall be considered assumed or substituted for if, following the Change in Control, the Restricted Stock Units are of comparable value and remains subject to the same terms and conditions that were applicable to the Restricted Stock Units immediately prior to the Change in Control except, that the Restricted Stock Units that relates to Shares shall instead relate to the common stock of the acquiring or ultimate parent entity.

ARTICLE VI

MISCELLANEOUS

6.1      Administration . The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Restricted Stock Units.

6.2      Restrictions on Transfer . Restricted Stock Units that have not vested may not be transferred or otherwise disposed of by the Participant, including by way of sale,

assignment, transfer, pledge, hypothecation or otherwise, except as permitted by the Administrator, or by will or the laws of descent and distribution.

6.3      Invalid Transfers . No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement shall be valid, and the Company will not transfer any of said Restricted Stock Units on its books or otherwise nor will any of said Restricted Stock Units be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

6.4      Adjustments . The Participant acknowledges that the Restricted Stock Units are subject to modification and termination in certain events as provided in this Agreement and Article 3 of the Plan.

6.5      Termination of Employment or Service . The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to termination of employment or service, including without limitation, whether a termination has occurred, whether any termination resulted from a discharge for Cause and whether any particular leave of absence constitutes a termination.

6.6      Notices . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Executive Vice President and Chief Administrative Officer at the Company's principal office, and any notice to be given to the Participant shall be addressed to the Participant's last address reflected on the Company's records.

6.7      Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

6.8      Governing Law . The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

6.9      Conformity to Securities Laws . The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Stock is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

6.10      Amendments, Suspension and Termination . To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided,

however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Restricted Stock Units in any material way without the prior written consent of the Participant.

6.11      Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in this Article 7, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

6.12      Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Restricted Stock Units and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

6.13      Entire Agreement . The Plan, the Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

6.14      Section 409A . The intent of the parties is that payments and benefits under this Agreement and the Grant be exempt from, or comply with, Section 409A of the Internal Revenue Code (the “Code”), and accordingly, to the maximum extent permitted, this Agreement and the Grant shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement and the Grant which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement and the Grant shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement and the Grant that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and the Grant during the six-month period immediately following the Participant's separation from service shall instead be paid on the first business day after the date that is six months following the Participant's separation from service (or, if earlier, the Participant's death). The Company makes no representation that any or all of the payments described in this Agreement and the Grant will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude

Section 409A of the Code from applying to any such payment. The Employee understands and agrees that he or she shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

ARTICLE VII

DEFINITIONS

Wherever the following terms are used in the Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

7.1      " Cause " shall mean, with respect to the Participant, "Cause" as defined in such Participant's employment, consulting or similar agreement with the Company or any of its Subsidiaries if such an agreement exists and contains a definition of Cause or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean (a) commission of any felony or an act of moral turpitude; (b) engaging in an act of dishonesty or willful misconduct; (c) material breach of the Participant's obligations hereunder or under any agreement entered into between the Participant and the Company or any of its Subsidiaries or Affiliates; (d) material breach of the Company's policies or procedures, including but not limited to the Realogy Corporation Code of Ethics or any of the Key Policies of Realogy Corporation; or (e) the Participant's willful failure to substantially perform his or her duties as an employee of the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness). A termination will not be for "Cause" pursuant to clause (b), (c), (d) or (e), to the extent such conduct is curable, unless the Company shall have notified the Participant in writing describing such conduct and the Participant shall have failed to cure such conduct within ten (10) business days after the receipt of such written notice.

7.2      A " Change in Control " shall mean the occurrence of any of the following events:

(a)      An acquisition of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has (i) "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company's then-outstanding Voting Securities or (ii) the power to elect a majority of the Board without the vote of any of the Investors; provided, however, that in determining whether a Change in Control has occurred pursuant to this Section 7.2(a), an acquisition of Shares or Voting Securities by (A) the Company or any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (a "Related Entity") or (B) any Investors or any Affiliates of any Investors, shall not constitute a Change in Control; or

(b)      The consummation of a merger, consolidation or reorganization of, with or into the Company or in which securities of the Company are issued (a "Merger"), if

immediately following the Merger, any Person has (i) Beneficial Ownership of more than fifty percent (50%) of the combined voting power of the Company's then-outstanding Voting Securities or (ii) the power to elect a majority of the Board without the vote of any of the Investors, unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger where immediately following the Merger the Investors or any Affiliates of the Investors own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the corporation resulting from the Merger (the "Surviving Corporation") or any direct or indirect parent entity of the Surviving Corporation; or

(c)      The sale or other disposition of all or substantially all of the assets of the Company to any Person, other than (i) a transfer to a Related Entity or under conditions that would constitute a Non-Control Transaction if the disposition of assets is regarded as a Merger for this purpose or (ii) the distribution to the Company's stockholders of the stock of a Related Entity or any other assets.

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.

In addition, for each Award that constitutes deferred compensation under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. Consistent with the terms of this Section 7.2, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

7.3      " Good Reason " shall mean, with respect to the Participant, "Good Reason" as defined in such Participant's employment, consulting or similar agreement with the Company or any of its Subsidiaries if such an agreement exists and contains a definition of Good Reason (or a term of like import, such as "constructive discharge") or, if no such agreement exists or such agreement does not contain a definition of Good Reason (or a term of like import, such as "constructive discharge"), then Good Reason shall mean (a) a reduction of the Participant's annual base salary (but not including any diminution related to a broader compensation reduction that is not limited to any particular employee or executive) or (b) a required relocation of the Participant's primary work location to a location more than fifty (50) miles from the Participant's current primary work location; provided, however, that such reduction or relocation in clauses (a) and (b) above shall not constitute Good Reason unless the Participant shall have notified the Company in writing describing such reduction or required relocation within thirty (30) business days of its initial occurrence and then only if the

Company shall have failed to cure such reduction or required relocation within thirty (30) business days after the Company's receipt of such written notice.

7.4      " Investor " means, collectively, (i) (x) one or more investment funds controlled by Apollo Management, L.P. and (y) Apollo Management, L.P. and its Affiliates (collectively, the "Apollo Sponsors") and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsors; provided that in the case of clause (ii), the Apollo Sponsors collectively own a majority of the voting power of such group.