CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Dealer) Facsimile: (212) 622-8534 Transaction Reference Number:

EXHIBIT 10.12

CONFIRMATION

Date:		September 23, 2009
To:		PHH Corporation (“Counterparty”)
Facsimile:		(856) 917-4278
Attention:		Treasurer
From:		Citibank, N.A. (“Dealer”)
Facsimile:		(212) 622-8534
Transaction Reference Number:

          The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced Transaction entered into on the Trade Date specified below between you and us. This Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Convertible Bond Hedging Transactions between Citibank, N.A. and PHH Corporation dated as of September 23, 2009 (as amended from time to time, the “Master Confirmation”).

          1. The definitions and provisions contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

          2. The particular Transaction to which this Confirmation relates is entered into as part of an integrated hedging transaction of the Convertible Notes pursuant to the provisions of Treasury Regulation Section 1.1275-6.

          3. The particular Transaction to which this Confirmation relates shall have the following terms:

Trade Date:		September 23, 2009
Effective Date:		The closing date for the initial issuance of the Convertible Notes
Premium:		USD 19,786,096.00
Premium Payment Date:		The Effective Date
Convertible Notes:		4.00% Convertible Senior Notes due 2014, offered pursuant to a Preliminary Offering Memorandum dated as of September 23, 2009 and issued pursuant to the Indenture.
Number of Units:		The number of Convertible Notes in denominations of USD1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Notes.

Strike Price:		As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Unit Entitlement.
Applicable Percentage:		34%
Number of Shares:		The product of the Number of Units, the Unit Entitlement and the Applicable Percentage.
Expiration Date:		September 1, 2014
Unit Entitlement:		As of any date, a number of Shares per Unit equal to the Conversion Rate (as defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to the Excluded Provisions of the Indenture).
Indenture:		Indenture to be dated as of September 29, 2009 by and between Counterparty and The Bank of New York Mellon, as trustee, pursuant to which the Convertible Notes are to be issued. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Indenture are changed, added or renumbered following execution of this Confirmation but prior to the execution of the Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties.
Net Share Provision:		Section 5.04(a)(ii) and Section 5.04(b) (without duplication) of the Indenture.
Excluded Provisions:		Sections 5.02, 5.06(g) and 5.17 of the Indenture.
Dilution Provisions:		Sections 5.06(a), (b), (c), (d), (e) and (l) of the Indenture
Merger Provision:		Section 5.12 of the Indenture
Tender Offer Provision:		Section 5.06(e) of the Indenture.
Make-Whole Provisions:		Section 5.02 of the Indenture.
Fundamental Change Provisions:		Section 4.01 of the Indenture.
Early Unwind Date:		September 29, 2009, or such later date as agreed by the parties hereto.

          3. Counterparty hereby agrees (a) to check this Confirmation promptly upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing any other information requested herein and immediately returning an executed copy to Confirmation Unit via ###-###-####. Hard copies should be returned to Citibank, N.A., 333 West 34th Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.