PHH CORPORATION MANAGEMENT INCENTIVE PLAN 2017 AWARD NOTICE

Plan Year (to which the Award relates) means: January 1, 2017 through December 31, 2017.

Target Amount, Targets, and Performance Criteria: In calculating the final amount available for payment under this Award for 2017, the Committee will take into account the results achieved by the Company and its Affiliates against the performance criteria as described in Appendix A (the “Performance Criteria”). The Grantee’s individual 2017 MIP goal of $________ (the “Target Amount”) will be adjusted based on performance against the Performance Criteria for the Plan Year as approved by the Committee in the manner which is shown in Appendix A. The Grantee’s final MIP award, if any, is subject to Company and individual performance as well as Committee discretion.

Impact of Performance on MIP: Subject to the MIP, the 2014 EIP, and the other terms of this Award, the Committee will assess the level of attainment of the Plan Year Performance Criteria set forth in Appendix A based on the Threshold, Target, and Maximum goals provided on Appendix A, as certified by the Committee.

Vesting and Payment: Unless contrary to applicable law and except as provided in this Paragraph D or the MIP, the Grantee will only become vested in the Award if the Grantee is employed by the Company or an Affiliate on the date the Committee (or its designee) certifies the level of achievement of all the Plan Year Performance Criteria. Except as provided in in this Paragraph D or the MIP, if the Committee (or its designee) does not certify the level of achievement of all the Plan Year Performance Criteria, or if the Grantee is not an employee of the Company or an Affiliate on the date, if any, that such certification occurs, no amount will be payable pursuant to this Award. If Grantee is terminated without Cause, the Grantee will be entitled to a pro-rata portion of the final Award based on the number of days worked by the Grantee in the Plan Year over the total number of days in the Plan Year with performance against the Performance Criteria (other than MBOs) determined by the Committee for the entire Plan Year and with MBO performance determined through the date of termination. The Change in Control provisions of the MIP, including, without limitation, Section 5.5 thereof, do not apply. Any vested Award amount will be paid within thirty (30) days following certification by the Committee (or its designee) of all the Plan Year Performance Criteria, but no later than March 15 of the year immediately following the Plan Year.

Committee Discretion: The Committee (or its designee) may exercise discretion to reduce or increase the amount payable under this Award prior to payment of the Award. Such discretion may be exercised based on the factors the Committee (or its designee) deems necessary or appropriate in its sole and absolute discretion.

Code Section 162(m) Condition. Notwithstanding anything in this Award to the contrary, if the Grantee is a Covered Employee, no amount will be payable under this Award unless the Company achieves the applicable Performance Goal established by the Committee for the MIP for 2017 of tangible book value of $[* * *] per share, excluding impact of shareholder distributions, and no payment under this Award shall exceed the maximum amount that the Committee establishes for achievement of such Performance Goal with respect to the Grantee or any applicable limit set forth in the 2014 EIP or the MIP.