Wyndham Worldwide (WYN)

Savings Restoration Plan

We intend to adopt a savings restoration plan for the benefit of certain of our employees whose contributions to our 401(k) plan are limited by certain Code rules governing the 401(k) plan. Participants in this plan will be selected by our Compensation Committee and must be, among other things, deemed a “management or highly compensated employee” (within the meaning of the Employee Retirement Income Security Act of 1974, or ERISA. Plan participants will be permitted to defer compensation in excess of the amounts permitted by the Code under our 401(k) plan, but will not be entitled to any matching contributions. Accounts will be established in the participant’s name, and the participant may allocate his or her deferrals to one or more deemed investments under the plan, which may include a deemed investment in our common stock. We intend to establish a so-called “rabbi trust” for the purpose of holding assets to be used for the payment of benefits under the savings restoration plan. Distributions under this plan may be made in a single lump sum or in installments, at the participant’s election, generally commencing following termination of the participant’s employment. In connection with the distribution, deferred compensation obligations of Wyndham Worldwide employees under Cendant’s Savings Restoration Plan will become our obligations under our new savings restoration plan. We also expect to enter into an arrangement whereby we and each of the other separated companies, other than Avis Budget Group, Inc. and other than Travelport (if it is sold), will guarantee each other’s obligations (including Avis Budget Group, Inc.’s, but not Travelport’s if it is sold) under the applicable company’s respective savings restoration plans for amounts deferred in respect of 2005 and earlier years.

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