Wyndham Worldwide (WYN)

Article IV - Deferral Contributions

4.1 Deferral Contribution. For each Plan Year, a Participant may elect to defer up to 10% of the Compensation payable to such Participant. Such election to defer shall be reflected in the Enrollment Agreement in effect for the Participant or in such other manner acceptable to the Committee. A Participant’s Deferral Contribution shall not be made available to such Participant, except as provided in Article VII hereof, but instead shall be allocated to the Participant’s Account as soon as administratively feasible following the date such Compensation would otherwise have been paid to the Participant.

4.2 Application of Deferral Contribution Election. The amount of a Participant’s Deferral Contribution election shall be effective for compensation payable in the Plan Year following the execution of the Enrollment Agreement. Such election shall continue to remain in effect for all future Plan Years until a new election has been made. Except as provided in Section 7.3 hereof, a Participant’s election may not be changed during the Plan Year. Any change to the amount of a Participant’s Deferral Contribution election shall be effective for Compensation payable in the Plan Year following the Plan Year during which such new election has been made.

4.3 Prior Deferred Amounts. The Sponsor has assumed deferred compensation obligations (“Assumed Amounts”) of certain Participants who were participants of the Cendant Corporation Savings Restoration Plan (the “Cendant Plan”). Assumed Amounts have become obligations of the Sponsor hereunder and have been credited to the Accounts of applicable participants hereunder. Assumed Amounts credited to Accounts hereunder shall remain subject to the same terms and conditions as were applicable to such amounts under the terms of the Cendant Plan and any applicable Participant election, including any election made pursuant to the First Amendment to the Cendant Plan; provided, that the Plan Administrator hereunder may prescribe rules and regulations governing the Assumed Amounts, including the ability of Participants to revise the investment vehicles in which the Assumed Amounts are deemed to be invested.