ADDITIONAL CONCLUSIONS OF THE AUDIT COMMITTEE
                     OF CENDANT CORPORATION WITH RESPECT TO
                 INVESTIGATION INTO ACCOUNTING IRREGULARITIES
               ------------------------------------------------


         The Report prepared for the Committee by Willkie Farr & Gallagher and
Arthur Andersen LLP has reviewed much of the evidence obtained with respect to
whether or not members of senior management of the former CUC International,
Inc. ("CUC") including Walter Forbes, Chairman of the Board and Chief Executive
Officer, and Kirk Shelton, President and Chief Operating Officer, had or may
have had knowledge of the irregularities detailed in the Report.

         It is the view of the Committee that certain additional conclusions
based on the work of the Committee and its professionals should be reported to
the full Board. First, Walter Forbes and Kirk Shelton, because of their
positions, had responsibility to create an environment in which it was clear to
all employees at all levels that inaccurate financial reporting would not be
tolerated. The fact that there is evidence that many of the senior accounting
and financial personnel participated in irregular activities and that personnel
at many of the business units acquiesced in practices which they believed were
questionable suggests that an appropriate environment to ensure accurate
financial reporting did not exist. Second, senior management failed to have in
place appropriate controls and procedures that might have enabled them to
detect the irregularities in the absence of actual knowledge of those
irregularities. Third, Walter Forbes and Kirk Shelton, the



Company's most senior managers, had a responsibility to fully understand the
sources and the true level of CUC's profitability. To the extent that they were
unaware of the irregularities, the amount by which CUC's earnings were inflated
as reported in the Restatement suggests that they did not adequately inform
themselves as to the sources and level of profitability of the Company. For
these reasons at least, Walter Forbes and Kirk Shelton are among those who must
bear responsibility for what occurred at CUC.


August 24, 1998



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