THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cendant Corporation (CD)

3/2/2005 Proxy Information

Mr. Edelman is Of Counsel to Paul, Hastings, Janofsky & Walker, LLP, a New York City law firm (successor to Battle Fowler). Paul, Hastings represented the Company in certain matters in 2004. It is expected that Paul, Hastings will continue to represent the Company in connection with certain matters from time to time in the future.

Mr. Edelman is also a partner in Chartwell Hotels Associates ("Chartwell Hotels"). Chartwell Hotels currently owns an interest in 4 hotel properties franchised by wholly owned subsidiaries of the Company. During 2004, such hotel properties generated aggregate royalties of approximately $258,000 for the Company. In addition, Chartwell Hotels contributed marketing fund revenues of approximately $293,000 to the Company, which are required to be spent by the Company for marketing and reservation activities.

Mr. Mulroney is a Senior Partner of Ogilvy Renault, a Montreal-based law firm. Ogilvy Renault represented the Company in certain matters in 2004. It is expected that Ogilvy Renault will continue to represent the Company in connection with certain matters from time to time in the future. Mr. Mulroney does not receive compensation for the services provided by Ogilvy Renault to the Company, and amounts paid by the Company to Ogilvy Renault in 2004 constituted less than 1% of Ogilvy Renault's gross revenues for such year.

Certain affiliates of Barclays Global Investors, N.A. (collectively, "Barclays"), an 8.28% stockholder, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. Fees paid to Barclays by the Company and its subsidiaries in 2004 were approximately $5.8 million.

Certain affiliates of Goldman Sachs Asset Management, L.P. (collectively, "Goldman"), a 5.43% stockholder, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. Fees paid to Goldman by the Company and its subsidiaries in 2004 were approximately $21.0 million.

3/1/2004 Proxy Information

Martin L. Edelman is of counsel to Paul, Hastings, Janofsky & Walker, LLP, a New York City law firm (successor to Battle Fowler). Paul, Hastings represented the Company in certain matters in 2003. It is expected that Paul, Hastings will continue to represent the Company in connection with certain matters from time to time in the future.

Martin L. Edelman is also a partner in Chartwell Hotels Associates ("Chartwell Hotels"). Chartwell Hotels currently owns an interest in 4 hotel properties franchised by wholly owned subsidiaries of the Company. During 2003, such hotel properties generated aggregate royalties of approximately $278,000 for the Company. In addition, Chartwell Hotels contributed marketing fund revenues of approximately $319,000 to the Company, which are required to be spent by the Company for marketing and reservation activities.