Wyndham Worldwide (WYN)

Article II - Definitions

Wherever used in the Plan the following terms when capitalized shall have the meanings set forth in this Article, unless otherwise required by the context.

2.1 Account shall mean the book entries maintained by the Employer or its designee on behalf of each Participant reflecting Deferral Contributions that have been made and adjusted to reflect Earnings; provided, however, that the existence of such Account shall not be deemed to vest in any Participant any right, title or interest in or to any specific assets of the Employer.

2.2 Beneficiary shall mean the person(s) or entity designated by the Participant in accordance with the provisions of Article VIII to receive benefits under the Plan as a result of a Participant’s death.

2.3 Board shall mean the Board of Directors of the Sponsor.

2.4 Code shall mean the Internal Revenue Code of 1986, as amended, including regulations thereunder.

2.5 Committee shall mean Compensation Committee of the Board; provided, that the Committee may designate certain administrative functions to the Sponsor’s Employee Benefits Committee.

2.6 Compensation shall have the meaning set forth under the Qualified Plan, and additionally any bonus payments to the extent determined by the Committee from time to time in its sole discretion, but without regard to the limitations provided under Code Section 401(a)(17).

2.7 Deferral Contribution shall mean the amount allocated to a Participant’s Account for any Plan Year pursuant to Section 4.1 hereof.

2.8 Earnings shall mean the amount determined in accordance with Article V hereof by which the value of a Participant’s Account is adjusted.

2.9 Effective Date shall mean the date on which Cendant Corporation distributes the Wyndham Worldwide Corporation common stock by way of a pro rata dividend to Cendant stockholders.

2.10 Eligible Employee shall mean, with respect to any Plan Year, any officer or other employee of the Employer who is each of (i) selected for participation by the Committee based upon eligibility criteria that it shall establish from time to time in its sole discretion, (ii) a Management or Highly Compensated Employee (within the meaning of ERISA, as defined below) and (iii) eligible for participation in the Qualified Plan.

2.11 Employer shall mean the Sponsor and its successors and assigns and any subsidiary or affiliate of the Employer that adopts the Plan with the approval of the Board.

2.12 Enrollment Agreement shall mean the agreement, in a form acceptable to the Committee (including the use of a Voice Response System), by which an Eligible Employee may enroll as a Participant, and which will document the Participant’s elections under this Plan, including a Participant’s Deferral Contribution election, Investment Fund selection, Beneficiary designation and form of distribution.

2.13 Investment Fund shall mean one or more investment vehicles in which amounts allocated to a Participant’s Account shall be deemed to have been invested and which shall be used to determine Earnings in accordance with Article V.

2.14 Participant shall mean any Eligible Employee who has enrolled in the Plan upon the execution of an Enrollment Agreement, or any former Eligible Employee or Beneficiary for whom an Account is maintained.

2.15 Plan shall mean this Wyndham Worldwide Corporation Savings Restoration Plan.

2.16 Plan Year shall mean the twelve consecutive month period ending each December 31^st.

2.17 Qualified Plan shall mean the Wyndham Worldwide Corporation Employee Savings Plan, as amended and restated from time to time.

2.18 Sponsor shall mean Wyndham Worldwide Corporation.

2.19 Termination of Employment shall mean a Participant’s separation from service due to Participant’s death, Disability, retirement or other termination of employment with the Employer and all of its affiliates (as determined in accordance with Code Section 409A(2)(A)(i)). For this purpose, (a) the employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government), except that if the period of such leave exceeds six (6) months and the Participant’s right to reemployment is not provided for by statute or contract, then the employment relationship shall be deemed to have terminated on the first day immediately following such six-month period and (b) “Disability” or “Disabled” means (i) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer. Notwithstanding the foregoing, a Participant shall be deemed Disabled if he or she is determined to be totally disabled by the Social Security Administration. The Committee shall determine whether or not a Participant is Disabled based on such evidence as the Committee deems necessary or advisable.

2.20 Valuation Date shall mean the last day of each Plan Year and any other date upon which the value of a Participant’s Account is determinable from the custodial records.

ARTICLE 2-DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 Account means, for each Participant, the account established for his or her benefit under Section 5.1.

2.2 Adoption Agreement means such agreement, if deemed by the Company to be necessary and appropriate, between Merrill Lynch and the Employer establishing the Plan and/or containing all the options selected by the Employer, as the same may be amended from time to time.

2.3 Change of Control means (i) for the purposes of vesting of any Account balances, the occurrence of a Change in Control as defined in the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan and (ii) for purposes of distribution of Account balances, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Code Section 409A.

2.4 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.5 Company shall mean Wyndham Worldwide Corporation and its successors.

2.6 Compensation has the meaning elected by the Employer in the Adoption Agreement, or as otherwise determined by the Employer.

2.7 Effective Date means the date chosen in the Adoption Agreement as of which the Plan first becomes effective from time to time.

2.8 Election Form means the participation election form as approved and prescribed by the Plan Administrator.

2.9 Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.10 Eligible Employee means, on the Effective Date or on any date thereafter, each employee of the Employer who satisfies the criteria established in the Adoption Agreement, or as otherwise determined by the Employer in its sole discretion.

2.11 Employer means the corporation referred to in the Adoption Agreement, any successor to all or a major portion of the Employer’s assets or business which assumes the obligations of the Employer, and each other entity that is affiliated with the Employer which adopts the Plan with the consent of the Employer, provided that the Employer that signs the Adoption Agreement shall have the sole power to amend this Plan and shall be the Plan Administrator if no other person or entity is so serving at any time.

2.12 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.13 Matching Deferral means a deferral for the benefit of a Participant as described in Section 4.2.

2.14 Participant means any individual who participates in the Plan in accordance with Article 3.

2.15 Plan means this Wyndham Worldwide Corporation Deferred Compensation Plan, as amended from time to time, and the provisions of the Adoption Agreement incorporated therein.

2.16 Plan Administrator means the person, persons or entity designated by the Employer in the Adoption Agreement to administer the Plan and to serve as the agent for “Company” with respect to the Trust as contemplated by the agreement establishing the Trust. If no such person or entity is so serving at any time, the Employer shall be the Plan Administrator.

2.17 Plan Year means the 12-month period chosen in the Adoption Agreement.

2.18 Disability or Disabled means (a) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer. Notwithstanding the foregoing, a Participant shall be deemed Disabled if he or she is determined to be totally disabled by the Social Security Administration. The Plan Administrator shall determine whether or not a Participant is Disabled based on such evidence as the Plan Administrator deems necessary or advisable.

2.19 Separation from Service means a Participant’s death, retirement or other termination of employment with the Employer and all of its affiliates (as determined in accordance with Code Section 409A(2)(A)(i)). For this purpose, the employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government), except that if the period of such leave exceeds six (6) months and the Participant’s right to reemployment is not provided for by statute or contract, then the employment relationship shall be deemed to have terminated on the first day immediately following such six-month period.

2.20 Trust means the trust established by the Employer that identifies the Plan as a plan with respect to which assets are to be held by the Trustee.

2.21 Trustee means the trustee or trustees under the Trust.