Wyndham Worldwide (WYN)

Consequences of a Person of Group Becoming an Acquiring Person.

Expiration.    Our rights plan contains a so-called “sunset provision,” pursuant to which this rights plan will expire following the date of Wyndham Worldwide’s 2008 annual meeting of stockholders unless the continuation of this rights plan is approved by a majority of the shares present and entitled to vote at such 2008 annual meeting of our stockholders. If our stockholders do not approve the continuation of this rights plan, these rights will expire. If our stockholders approve the continuation of this plan, these rights will expire on July 13, 2016.

Redemption.    Our Board may redeem these rights for $0.001 per right at any time before a person or group becomes an acquiring person. If our Board redeems any of our rights, it must redeem all of our rights. Once our rights are redeemed, the only right of the holders of our rights will be to receive the redemption price of $0.001 per right. The redemption price will be adjusted if we have a stock split or issue stock dividends on our common stock.

Exchanges.    After a person or group becomes an acquiring person, but before an acquiring person owns 50% or more of our outstanding common stock, our Board may extinguish these rights by exchanging one share of our common stock or an equivalent security for each right, other than rights held by the acquiring person.

Anti-Dilution Provisions.    The purchase price for one one-thousandth of a share of our preferred stock, the number of shares of our preferred stock issuable upon the exercise of a right and the number of our outstanding rights may be subject to adjustment in order to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of our preferred stock. No adjustments to the purchase price of our preferred stock will be required until the cumulative adjustments would amount to at least 1% of the purchase price.

Amendments.    The terms this our rights agreement may be amended by us without the consent of the holders of our common stock. After the rights separate from our common stock and become exercisable, we may not amend the agreement in a way that adversely affects the interests of the holders of the rights.