Cendant Capital I Watch

from S-3/A ~10 pages Form of Remarketing Agreement

from S-3/A ~20 pages Form of First Supplemental Indenture

from S-3/A ~50 pages Form of Pledge Agreement

from S-3/A >50 pages Form of Purchase Contract Agreement

from S-3/A ~20 pages Form of Preferred Securities Guarantee Agreement

from S-3/A ~20 pages Preferred Securities

from S-3/A ~20 pages Form of Preferred Securities Guarantee Agreement

from S-3/A ~50 pages Amended & Restated Declaration of Trust

from S-3/A ~50 pages Amended & Restated Declaration

from S-3/A ~50 pages Form of Amended & Restated Declaration of Trust

from S-3/A ~20 pages Declaration of Trust

from S-3/A ~20 pages Declaration of Trust of Cendant Capital II

from S-3/A ~20 pages Declaration of Trust Cendant Capital I

from S-3/A 1 page <page> Certificate of Trust the Undersigned, the Trustees of Cendant Capital III, Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810, Hereby Certify as Follows: 1. the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Cendant Capital III." 2. the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 in Witness Whereof, the Undersigned Have Executed This Certificate of Trust as of the Date Written Below. /S/ Michael P. Monaco - Wilmington Trust Company Michael P. Monaco, Not in Its Individual Capacity, but Solely Trustee as Trustee. By: /S/ Pat Evan /S/ James E. Buckman - Name: Pat Evan James E. Buckman, Trustee Title

from S-3/A 1 page <page> Certificate of Trust the Undersigned, the Trustees of Cendant Capital II, Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810, Hereby Certify as Follows: 1. the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Cendant Capital II." 2. the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 in Witness Whereof, the Undersigned Have Executed This Certificate of Trust as of the Date Written Below. /S/ Michael P. Monaco - Wilmington Trust Company Michael P. Monaco, Not in Its Individual Capacity, but Solely Trustee as Trustee. By: /S/ Pat Evan /S/ James E. Buckman - Name: Pat Evan James E. Buckman, Trustee Title

from S-3/A 1 page <page> Certificate of Trust the Undersigned, the Trustees of Cendant Capital I, Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810, Hereby Certify as Follows: 1. the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Cendant Capital I." 2. the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 in Witness Whereof, the Undersigned Have Executed This Certificate of Trust as of the Date Written Below. /S/ Michael P. Monaco Wilmington Trust Company - Not in Its Individual Capacity, but Solely Michael P. Monaco, as Trustee. Trustee By: Pat Evans /S/ James E. Buckman - Name:/S/ Pat Evans James E. Buckman, Trustee Title