2003 Other Charter: CD

CHARTER OF THE POLICY COMMITTEE
OF THE BOARD OF DIRECTORS*

The Board of Directors of Cendant Corporation (the "Company") has constituted and established a Policy Committee (the "Committee") with authority, responsibility, and specific duties as described in this Policy Committee Charter.

COMPOSITION

The Committee shall consist of directors who are independent of management and free from any relationship that, in the opinion of the Board of Directors, as evidenced by its election of such Committee members, would interfere with the exercise of independent judgment as a Committee member. The Committee shall consist of three or more Directors appointed by the Board of Directors from time to time.

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MISSION STATEMENT AND PRINCIPAL FUNCTIONS

The Committee's primary responsibility is to review, identify and when appropriate bring to the attention of the Board political, social and legal trends and issues that may have an impact on the business operations, financial performance or public image of the Company and review, monitor and make recommendations to the Board on corporate policies and practices, in either case that relate to public policy. More specifically, the Committee shall be responsible for the following:

Identify and bring to the attention of the Board of Directors as appropriate current and emerging political, social and environmental trends and public policy issues that may affect the business operations, performance or public image of the Company.

Review and make recommendations to the Board of Directors regarding proposals of shareholders that relate to public policy.

Review and make recommendations to the Board of Directors with respect to the Company's policy regarding support of charitable, educational and business/trade organizations.

Such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company and/or the Chairman of the Board of Directors.


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MEETINGS

The Committee will meet as often as necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee and/or management of the Company. All meetings of the Committee shall be held pursuant to the Bylaws of the Company with regard to notice and waiver thereof, and written minutes of each meeting shall be duly filed in the Company records. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board of Directors approved by the Committee.

EVALUATION OF THE COMMITTEE

The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary.

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* Approved by the Policy Committee of the Company; subject to approval by the Board of Directors of the Company.

Committee Members
Myra J. Biblowit
Leonard S. Coleman
Martin L. Edelman