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Table of Contents

Exhibit No.

Description

10.10(c)

Amendment to 1997 Stock Option Plan dated March 19, 2002 (Incorporated by reference to Exhibit 10.11(c) to the

Company

’

s Annual Report on Form 10

K for the year ended December 31, 2002 dated March 5, 2003).

10.11(a)

1997 Stock Incentive Plan (Incorporated by reference to Appendix E to the Joint Proxy Statement/ Prospectus

included as part of the Company’s Registration Statement on Form S-4, Registration No. 333-34517, dated August

28, 1997).

10.11(b)

Amendment to 1997 Stock Incentive Plan dated March 27, 2000 (Incorporated by reference to Exhibit 10.12(b) to

the Company

’

s Annual Report on Form 10

K for the year ended December 31, 2000 dated March 29, 2001).

10.11(c)

Amendment to 1997 Stock Incentive Plan dated March 28, 2000 (Incorporated by reference to Exhibit 10.12(c) to

the Company

’

s Annual Report on Form 10

K for the year ended December 31, 2000 dated March 29, 2001).

10.11(d)

Amendment to 1997 Stock Incentive Plan dated January 3, 2001 (Incorporated by reference to Exhibit 10.12(d) to

the Company

’

s Annual Report on Form 10

K for the year ended December 31, 2000 dated March 29, 2001).

10.12(a)

HFS Incorporated’s Amended and Restated 1993 Stock Option Plan (Incorporated by reference to Exhibit 4.1 to

HFS Incorporated

’

s Registration Statement on Form S

8, Registration No. 33

83956).

10.12(b)

First Amendment to the Amended and Restated 1993 Stock Option Plan dated May 5, 1995 (Incorporated by

reference to Exhibit 4.1 to HFS Incorporated

’

s Registration Statement on Form S

8, Registration No. 33

094756).

10.12(c)

Second Amendment to the Amended and Restated 1993 Stock Option Plan dated January 22, 1996 (Incorporated by

reference to Exhibit 10.21(b) to HFS Incorporated’s Annual Report on Form 10-

K for the year ended December 31,

1995, File No. 1

11402).

10.12(d)

Third Amendment to the Amended and Restated 1993 Stock Option Plan dated January 22, 1996 (Incorporated by

reference to Exhibit 10.21(c) to HFS Incorporated’s Annual Report on Form 10-K for the year ended December 31,

1995, File No. 1

11402).

10.12(e)

Fourth Amendment to the Amended and Restated 1993 Stock Option Plan dated May 20, 1996 (Incorporated by

reference to Exhibit 4.5 to HFS Incorporated

’

s Registration Statement on Form S

8, Registration No. 333

06733).

10.12(f)

Fifth Amendment to the Amended and Restated 1993 Stock Option Plan dated July 24, 1996 (Incorporated by

reference to Exhibit 10.21(e) to HFS Incorporated’s Annual Report on Form 10-K for the year ended December 31,

1995, File No. 1

11402).

10.12(g)

Sixth Amendment to the Amended and Restated 1993 Stock Option Plan dated September 24, 1996 (Incorporated

by reference to Exhibit 10.21(e) to HFS Incorporated’s Annual Report on Form 10-K for the year ended December

31, 1995, File No. 1

11402).

10.12(h)

Seventh Amendment to the Amended and Restated 1993 Stock Option Plan dated April 30, 1997 (Incorporated by

reference to Exhibit 10.17(g) to the Company’s Annual Report on Form 10-K for the year ended December 31,

1997 dated March 31, 1998, File No. 1

10308).

10.12(i)

Eighth Amendment to the Amended and Restated 1993 Stock Option Plan dated May 27, 1997 (Incorporated by

reference to Exhibit 10.17(h) to the Company’s Annual Report on Form 10-K for the year ended December 31,

1997 dated March 31, 1998, File No. 1

10308).

10.13(a)

1997 Employee Stock Plan (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on

Form S

8, Registration No. 333

45183, dated January 29, 1998).