CENDANT CORP
EXHIBIT 10.2(C)
<DOCUMENT>
<TYPE>EX-10.2(C)
<SEQUENCE>4
<FILENAME>a2072306zex-10_2c.txt
<DESCRIPTION>EXHIBIT 10.2(C)
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                                                                 Exhibit 10.2(c)

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         Amendment to Employment Agreement (this "Amendment") dated as of
January 3, 2001, by and between Cendant Corporation (the "Company") and Stephen
P. Holmes (the "Executive").

         WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement, dated as of September 12, 1997, as amended, governing the
terms of the Executive's employment with the Company (the "Employment
Agreement");

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has granted the Executive an option to purchase 1,000,000 shares of
common stock of the Company, dated as of the date hereof (the "January 2001
Option"); and

         WHEREAS, the Company and the Executive desire that certain provisions
set forth in the Employment Agreement pertaining to the grant of Company options
to the Executive shall not apply to the January 2001 Option.

         NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   The last sentence of Section VIII.C. of the Employment Agreement is hereby
     amended and restated to read, in its entirety, as follows:

         "In the event of any such resignation, any unvested stock options (BUT
         SPECIFICALLY EXCLUDING THE JANUARY 2001 OPTION) held by the Executive
         that would have vested during the thirty-six (36) months following the
         date of such resignations shall become fully vested on the date of such
         resignation and shall remain exercisable for the remainder of their
         term without regard to such resignation, and any restrictions on any
         shares of restricted stock held by the Executive that would have lapsed
         during the thirty-six (36) months following the date of such
         resignation shall lapse on the date of such resignation, in each case
         notwithstanding anything to the contrary in any applicable stock option
         or restricted stock agreements."

2.   Except as otherwise provided in this Amendment, the Employment Agreement
     shall remain in full force and effect.

3.   This Amendment has been executed and delivered in the State of New Jersey
     and its validity, interpretation, performance and enforcement shall be
     governed by the laws of such state.
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4.   This Amendment may be executed in counterparts, of each which will be
     deemed an original, but both of which together will constitute one and the
     same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                           CENDANT CORPORATION


                                           By:      ------------------------
                                                    Henry R. Silverman
                                                    Chairman, President and
                                                    Chief Executive Officer


------------------------
Stephen P. Holmes

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