MASTER AGREEMENT 

among 

CITIGROUP INC., 

CERTAIN AFFILIATES OF CITIGROUP INC. IDENTIFIED HEREIN, 

DEPARTMENT OF THE TREASURY, 

FEDERAL DEPOSIT INSURANCE CORPORATION 

and 

FEDERAL RESERVE BANK OF NEW YORK 

Dated as of January 15, 2009 

 
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SECTION 1. DEFINITIONS...................................................................................................................1 

1.1 Defined Terms ...................................................................................................................1 

1.2 Other Definitional Provisions ..........................................................................................13 

SECTION 2. TREASURY ADVANCES..............................................................................................14 

2.1 Treasury Advances ..........................................................................................................14 

2.2 Procedure for Treasury Advances....................................................................................14 

2.3 Reimbursement of Treasury Advances............................................................................14 

SECTION 3. FDIC ADVANCES..........................................................................................................14 

3.1 FDIC Advances................................................................................................................14 

3.2 Procedure for FDIC Advances.........................................................................................14 

3.3 Reimbursement of FDIC Advances.................................................................................15 

SECTION 4. FRBNY LOAN................................................................................................................15 

4.1 FRBNY Loan...................................................................................................................15 

4.2 Procedure for Borrowing .................................................................................................15 

4.3 Repayment of Loan..........................................................................................................15 

4.4 Interest Rate .....................................................................................................................15 

4.5 Computation of Interest and Net Payment Amounts .......................................................16 

4.6 Voluntary Prepayments....................................................................................................16

4.7 Mandatory Prepayments ..................................................................................................16 

4.8 Payments Generally .........................................................................................................16 

SECTION 5. COVERED ASSETS AND POST-SIGNING CONFIRMATION PROCESS ...............16 

5.1 Covered Assets ................................................................................................................16 

5.2 Post-Signing Confirmation Process .................................................................................17 

5.3 Other Exclusions..............................................................................................................19 

5.4 Effects of Exclusion.........................................................................................................19 

5.5 Foreign Assets..................................................................................................................19 

SECTION 6. DETERMINATION OF COVERED LOSSES ...............................................................19 

6.1 Quarterly Calculations .....................................................................................................19 

6.2 Adjusted Baseline Value..................................................................................................20

6.3 Losses ..............................................................................................................................20 

6.4 Recoveries........................................................................................................................20 

6.5 Gains ................................................................................................................................21 

6.6 Citigroup Quarterly Net Losses .......................................................................................21 
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6.7 Covered Losses................................................................................................................21 

6.8 Effects of Asset Exchanges on Calculations....................................................................21 

6.9 Effects of Exchange Rates on Calculations .....................................................................23 

SECTION 7. APPLICATION OF RECOVERIES, GAINS AND OTHER AMOUNTS.....................23 

7.1 Application Prior to the FRBNY Funding Date...............................................................23 

7.2 Application Subsequent to the FRBNY Funding Date ....................................................23 

7.3 Effect on Treasury and FDIC Available Amounts...........................................................24 

7.4 Non-Recourse Obligations...............................................................................................24 

7.5 Citigroup Payments to the U.S. Federal Parties...............................................................24 

7.6 Allocation of Payments....................................................................................................25 

SECTION 8. CERTAIN LIMITATIONS .............................................................................................25 

8.1 Limitation on Loss Payment and Calculations ..............................................................25 

SECTION 9. REPRESENTATIONS AND WARRANTIES................................................................26 

9.1 Existence; Compliance with Law ....................................................................................26 

9.2 Power; Authorization; Enforceable Obligations..............................................................26 

9.3 No Legal Bar....................................................................................................................26 

9.4 Litigation..........................................................................................................................27 

9.5 No Default........................................................................................................................27 

9.6 Taxes................................................................................................................................27 

9.7 Federal Regulations .........................................................................................................27 

9.8 ERISA..............................................................................................................................27 

9.9 Investment Company Act; Other Regulations .................................................................27 

9.10 Accuracy of Information, Etc ..........................................................................................27 

9.11 Security Documents.........................................................................................................27 

SECTION 10. CONDITIONS PRECEDENT.........................................................................................28 

10.1 Conditions to Treasury Advances....................................................................................28 

10.2 Conditions to FDIC Advances.........................................................................................28 

10.3 Conditions to FRBNY Loan ............................................................................................29 

SECTION 11. COVENANTS .................................................................................................................30 

11.1 Asset Management...........................................................................................................30 

11.2 Corporate Governance .....................................................................................................30 

11.3 Executive Compensation .................................................................................................30 

11.4 Dividends.........................................................................................................................30 
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11.5 Information ......................................................................................................................30 

11.6 Maintenance of Existence; Compliance...........................................................................30 

11.7 Inspection of Property; Books and Records; Discussions ...............................................31 

11.8 Notices .............................................................................................................................31 

11.9 Liens ................................................................................................................................31 

11.10 Investment Company Act ................................................................................................31 

11.11 Amendments to Program Documents ..............................................................................31 

11.12 ERISA..............................................................................................................................31 

11.13 Compliance with Section 7 ..............................................................................................32

11.14 Post-Signing Accession of Citigroup Ring-Fence Affiliates ...........................................32 

11.15 Affiliate Transfers............................................................................................................32 

11.16 Dispositions in Connection with Corporate Transactions................................................32 

SECTION 12. EVENTS OF DEFAULT; INSTALLMENT DEFAULT................................................32 

12.1 Events of Default .............................................................................................................32 

12.2 Covered Asset Liquidation Events...................................................................................34 

SECTION 13. MISCELLANEOUS ........................................................................................................34 

13.1 Amendments and Waivers ...............................................................................................34 

13.2 Notices .............................................................................................................................34 

13.3 No Waiver; Cumulative Remedies ..................................................................................36 

13.4 Survival of Representations and Warranties....................................................................36 

13.5 Payment of Expenses and Taxes......................................................................................36 

13.6 Successors and Assigns; Participations and Assignments ...............................................37 

13.7 Counterparts.....................................................................................................................37 

13.8 Severability ......................................................................................................................37 

13.9 Integration........................................................................................................................37 

13.10 Governing Law ................................................................................................................37 

13.11 Submission To Jurisdiction; Waivers ..............................................................................37 

13.12 Acknowledgements..........................................................................................................38 

13.13 WAIVERS OF JURY TRIAL .........................................................................................38 

13.14 Standard of Conduct ........................................................................................................38 

13.15 Term of Master Agreement..............................................................................................38 

13.16 Access, Information and Confidentiality .........................................................................39 

13.17 Confidential Information .................................................................................................40 
EXHIBITS: 

A Form of Security and Guaranty Agreement 

B Governance and Asset Management Guidelines 

C Executive Compensation Guidelines 

D Form of Loss Claim 

E Form of Borrowing Request 

F FDIC Mortgage Loan Modification Program 

G Calculation of Loss for Short Sale Loans that are Residential Assets 

H Calculation of Foreclosure Loss with respect to Covered Loans 

I Form of Accession Agreement 

J Expenses Not Deemed to be Recovery Expenses 

SCHEDULE: 

A Covered Assets; Citigroup Ring-Fence Entity Loan Commitments; Citigroup Ring-Fence Entity 

Wholly Unfunded Commitments 

 

iv 
MASTER AGREEMENT (this “Master Agreement”), dated as of January 15, 2009, 

among CITIGROUP INC., a Delaware corporation (“Citigroup”), each CITIGROUP RING-FENCE 

AFFILIATE (as defined herein), the DEPARTMENT OF THE TREASURY (“Treasury”), the 

FEDERAL DEPOSIT INSURANCE CORP. (“FDIC”) and the FEDERAL RESERVE BANK OF NEW 

YORK (“FRBNY”). 

W I T N E S S E T H: 

WHEREAS, in support of financial market stability, Treasury, FDIC and FRBNY have 

agreed to protect Citigroup and certain of its affiliates against certain losses on a pool of assets identified 

herein on the terms and conditions described herein; and 

WHEREAS, Citigroup will issue Citigroup Preferred Stock (as defined herein) to FDIC 

and Citigroup Preferred Stock and warrants to Treasury as a premium for the loss-sharing protection 

described herein; 

NOW, THEREFORE, in consideration of the mutual promises, covenants, 

representations and warranties hereinafter set forth or incorporated herein, each of the parties hereto 

hereby agrees as follows: 

SECTION 1. DEFINITIONS 

1.1 Defined Terms. As used in this Master Agreement, the terms listed in this 

Section 1.1 shall have the respective meanings set forth in this Section 1.1. 

“Accession Agreement”: Exhibit I hereto (as the same may be amended, supplemented, 

restated, replaced or otherwise modified from time to time with the prior written consent of each of the 

U.S. Federal Parties). 

“Adjusted Baseline Value”: as defined in Section 6.2. 

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, 

is controlled by, or is under common control with, such Person. For purposes of this definition, “control” 

of a Person means the power, directly or indirectly, to direct or cause the direction of the management and 

policies of such Person, whether by contract or otherwise. 

“Appropriate Federal Banking Agency”: as defined in 12 USC Section 1813(q). 

“Asset Exchange”: the acquisition by a Citigroup Ring-Fence Entity of an Exchange 

Asset to the extent permitted by the Governance and Asset Management Guidelines. 

“Baseline Value”: (a) in the case of each Covered MTM Asset, the applicable Fair Value 

of such asset as of the Effective Time, (b) in the case of each Covered Accrual Basis Asset, the unpaid 

principal balance of such asset as of the Effective Time (which, for the avoidance of doubt, shall not 

include the portion of any unfunded loan commitments) after giving effect to all Charge-Offs in respect of 

such asset prior to the Effective Time and (c) in the case of any extensions of credit subsequent to the 

Effective Time pursuant to a Citigroup Ring-Fence Entity Loan Commitment or a Citigroup Ring-Fence 

Entity Wholly Unfunded Commitment (it being understood that the Baseline Value of any unfunded 

commitment shall be zero for purposes of this Master Agreement), the portion of the Citigroup RingFence Entity Commitment Value that corresponds ratably to the amount of such extension of credit. In 

the case of each Covered Asset, such value shall be set forth in the column “Baseline Value” on Schedule 

A hereto. 

 
“Borrowing Request”: a duly completed certificate substantially in the form of Exhibit E 

hereto executed by a Responsible Officer of Citigroup. 

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial 

banks in New York City are authorized or required by law to close. 

“Calendar Quarter”: each calendar quarter of any calendar year; provided, that with 

respect to any Loss incurred by any Citigroup Ring-Fence Entity during the fourth calendar quarter of (a) 

the calendar year ending December 31, 2013 in respect of any Non-Residential Covered Asset and (b) the 

calendar year ending December 31, 2018 in respect of any Residential Covered Asset, in each case such 

fourth calendar quarter shall be deemed to end on November 20 of such calendar year; and provided, 

further, that the first calendar quarter under this Master Agreement shall be deemed to commence at the 

close of business on November 21, 2008 and end on March 31, 2009. 

“Capitalized Expenditures”: expenditures incurred in respect of Covered Assets that 

would be capitalized under GAAP; provided, for the avoidance of doubt, that “Capitalized Expenditures” 

shall in no event include any such expenditures made prior to the Effective Time. 

“Capital Stock”: any and all shares, interests, participations or other equivalents 

(however designated) of capital stock of a corporation, any and all equivalent ownership interests in a 

Person (other than a corporation) and any and all warrants, rights or options to purchase any of the 

foregoing. 

“Charge-Off”: with respect to any Covered Accrual Basis Asset, an amount equal to any 

reversal or charge-off of the principal amount of such Covered Accrual Basis Asset (including any writedown associated with a Replacement Covered Asset or a Permitted Amendment, but excluding any 

reduction in principal to reflect a principal payment actually received) effected in accordance with GAAP 

and reflected in the accounting records of the Citigroup Ring-Fence Entities; provided, however, that: (a) 

in no event shall the term Charge-Off include any reversal or charge-off of accrued and unpaid interest; 

(b) no Charge-Off shall be taken with respect to any anticipated expenditure by a Citigroup Ring-Fence 

Entity until such expenditure is actually incurred; (c) any financial statement adjustment made in 

connection with any future purchase, merger, consolidation or other acquisition of a Citigroup RingFence Entity shall not constitute a Charge-Off; (d) losses incurred on any sale or other disposition of a 

Covered Accrual Basis Asset other than any Permitted Disposition shall not constitute a Charge-Off; and 

(e) with respect to any Covered Accrual Basis Asset modified in accordance with the FDIC Mortgage 

Loan Modification Program, the “Charge-Off” shall be the amount (if any) by which the Adjusted 

Baseline Value of such Covered Accrual Basis Asset prior to the modification exceeds the net present 

value, calculated in accordance with applicable accounting principles and discounted at the Then-Current 

Interest Rate, of such Covered Accrual Basis Asset as modified. For the avoidance of doubt, no chargeoff taken with respect to any Covered MTM Asset shall constitute a “Charge-Off” for purposes of this 

definition. 

“Citigroup”: as defined in the preamble hereto. 

“Citigroup Deductible”: $39,500,000,000 of Citigroup Quarterly Net Losses that have 

not subsequently been reduced by any Recoveries or Gains pursuant to Section 7.1, as such amount may 

be increased by the U.S. Federal Parties pursuant to Section 5.2(e). 

“Citigroup Loan Obligations”: all obligations and liabilities of Citigroup to FRBNY in 

connection with this Master Agreement, each other Program Document and the FRBNY Loan, whether in 

respect of principal, interest, fees, expenses, indemnities or otherwise. 

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“Citigroup Loss Account”: an account acceptable to the U.S. Federal Parties and 

designated by Citigroup to each of the U.S. Federal Parties in writing from time to time. 

“Citigroup Non-Recourse Obligations”: collectively, the obligations of Citigroup to (a) 

reimburse Treasury for any outstanding Treasury Advances pursuant to Section 7, (b) reimburse FDIC for 

any outstanding FDIC Advances pursuant to Section 7 and (c) repay the principal amount of the FRBNY 

Loan (other than with respect to any mandatory prepayments of the FRBNY Loan required under Section 

4.7(a)). 

“Citigroup Preferred Stock”: shares of Fixed Rate Cumulative Preferred Stock, Series G, 

of Citigroup to be issued to Treasury and FDIC pursuant to (i) the terms of that certain Securities 

Purchase Agreement dated as of the date hereof between Citigroup, on the one hand, and Treasury and 

FDIC, on the other hand and (ii) Section 5.2(e). 

“Citigroup Quarterly Net Loss”: as defined in Section 6.6. 

“Citigroup Ring-Fence Affiliate”: each Affiliate of Citigroup that owns any Covered 

Asset (it being understood that each such Affiliate shall be a U.S. Person). Each Citigroup Ring-Fence 

Affiliate shall be identified on Schedule A hereto following the completion of the post-signing 

adjustments to such schedule contemplated by Section 5. 

“Citigroup Ring-Fence Entity”: any of Citigroup and the Citigroup Ring-Fence Affiliates. 

“Citigroup Ring-Fence Entity Commitment Value”: with respect to each Citigroup RingFence Entity Loan Commitment and Citigroup Ring-Fence Entity Wholly Unfunded Commitment, the 

par value of such commitment as of the Effective Time less any allocable portion of credit reserves with 

respect to such commitment as of the Effective Time (but solely to the extent such credit reserves are not 

included in the Citigroup Deductible). Such value shall be set forth on Schedule A hereto for each 

Citigroup Ring-Fence Entity Loan Commitment and each Citigroup Ring-Fence Entity Wholly Unfunded 

Commitment. 

“Citigroup Ring-Fence Entity Loan”: any obligation to any Citigroup Ring-Fence Entity 

evidenced by a Note. 

“Citigroup Ring-Fence Entity Loan Collateral”: any and all collateral securing a 

Citigroup Ring-Fence Entity Loan, including without limitation, any accounts receivable, inventory, 

property of any kind, whether real or personal (including but not limited to equipment and other physical 

assets), and any contract and other rights and interests of a Citigroup Ring-Fence Entity Loan Obligor 

pledged pursuant to or otherwise subject to any Citigroup Ring-Fence Entity Loan Collateral Document. 

“Citigroup Ring-Fence Entity Loan Collateral Document”: each deed of trust, mortgage, 

assignment of production, security agreement, assignment of security interest, personal guaranty, 

corporate guaranty, letter of credit, pledge agreement, collateral agreement, loan agreement or other 

agreement or document, whether an original or copy or whether similar to or different from those 

enumerated, securing in any manner the performance or payment by any Citigroup Ring-Fence Entity 

Loan Obligor of its obligations under any Note evidencing a Citigroup Ring-Fence Entity Loan. 

“Citigroup Ring-Fence Entity Loan Commitment”: any commitment by a Citigroup 

Ring-Fence Entity to make a further extension of credit or to make a further advance with respect to any 

existing Covered Loan (including pursuant to any letter of credit in effect prior to March 14, 2008). The 

unfunded balance of each Citigroup Ring-Fence Entity Loan Commitment as of the Effective Time shall 

be set forth on Schedule A hereto. 

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“Citigroup Ring-Fence Entity Loan Commitment Advance”: any advance by a Citigroup 

Ring-Fence Entity pursuant to a Citigroup Ring-Fence Entity Loan Commitment, including the 

incremental funding of loan proceeds such as in the case of a revolving credit loan or construction loan 

and drawings under any letter of credit. 

“Citigroup Ring-Fence Entity Loan Deficiency Balance”: the remaining unpaid principal 

balance of any Citigroup Ring-Fence Entity Loan after crediting to it the proceeds of a foreclosure sale 

which occurred on or before the relevant date of calculation, and for which the Redemption Period, if any, 

has expired. For purposes of this definition, “Redemption Period” shall mean the applicable state 

statutory time period, if any, during which a foreclosed owner may buy back foreclosed real property 

from the foreclosure sale purchaser. 

“Citigroup Ring-Fence Entity Loan Obligor”: any obligor, guarantor or surety of any 

Citigroup Ring-Fence Entity Loan or any other party liable for the performance of obligations associated 

with any Citigroup Ring-Fence Entity Loan. 

“Citigroup Ring-Fence Entity Wholly Unfunded Commitment”: any commitment 

(including letters of credit) in effect prior to March 14, 2008 by a Citigroup Ring-Fence Entity to make an 

extension of credit that was wholly unfunded as of the Effective Time and is acceptable to each of the 

U.S. Federal Parties. Each Citigroup Ring-Fence Entity Wholly Unfunded Commitment shall be listed on 

Schedule A hereto. 

“Code”: the Internal Revenue Code of 1986, as amended. 

“Contractual Obligation”: as to any Person, any obligation under any security issued by 

such Person or any agreement, instrument or other undertaking to which such Person is a party or by 

which it or any of its property is bound. 

“Covered Accrual Basis Assets”: collectively, the Covered Assets that were not, 

immediately prior to the Effective Time, reflected on the balance sheets of the Citigroup Ring-Fence 

Entities at Fair Value. “Covered Accrual Basis Assets” shall include all Covered Assets that are not 

Covered MTM Assets. 

“Covered Asset Criteria”: collectively, the requirements that each Covered Asset (a) was 

owned by an Affiliate of Citigroup and included on its balance sheet as of the Effective Time, (b) is not a 

Foreign Asset, (c) is neither an equity security nor a security whose value is derived by reference to 

equity securities, (d) was issued or originated prior to March 14, 2008, (e) does not have Citigroup or any 

Affiliate thereof as an obligor (provided, that no issuer of an asset-backed security that is a limited 

recourse special purpose vehicle shall be deemed to be an “Affiliate” of Citigroup for purposes of this 

clause (e) solely as a result of any economic interest of Citigroup or any of its other Affiliates in such 

issuer arising from their ownership of any such security), (f) is not guaranteed by any Governmental 

Authority pursuant to an arrangement outside of this Master Agreement and (g) with respect to any 

Replacement Covered Asset acquired subsequent to the FRBNY Funding Date, FRBNY shall have an 

exclusive, first priority perfected security interest in such Replacement Covered Asset (subject only to 

Permitted Liens) pursuant to Security Documents satisfactory to FRBNY; provided, that clause (a) shall 

not be applicable to any extension of credit made pursuant to a Citigroup Ring-Fence Entity Wholly 

Unfunded Commitment. 

“Covered Assets”: collectively, those assets owned by Citigroup or any of its Affiliates 

that are U.S. Persons that (a) satisfy the Covered Asset Criteria, (b) are mutually agreed to by each of the 

U.S. Federal Parties pursuant to Section 5 and (c) are identified on Schedule A hereto. “Covered Assets” 

shall include (i) any Replacement Covered Assets permitted hereunder, (ii) Covered Assets as they may 

be amended or otherwise modified pursuant to any Permitted Amendment and (iii) any extensions of 

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credit made pursuant to a Citigroup Ring-Fence Entity Wholly Unfunded Commitment that otherwise 

satisfy the Covered Asset Criteria, but solely to the extent any such extension of credit is made prior to 

the FRBNY Funding Date. Schedule A shall also identify, for each Covered Asset, any collateral, 

guarantor or other credit support following the completion of the post-signing adjustments to such 

schedule contemplated by Section 5. 

“Covered Loan”: any Citigroup Ring-Fence Entity Loan that is a Covered Asset. 

“Covered Loss”: as defined in Section 6.7. 

“Covered MTM Assets”: collectively, the Covered Assets that were, immediately prior 

to the Effective Time, reflected on the balance sheets of the Citigroup Ring-Fence Entities at Fair Value. 

“Default”: any of the events specified in Section 12.1 whether or not any requirement for 

the giving of notice, the lapse of time, or both, has been satisfied. 

“Default Rate”: with respect to any amount payable by Citigroup under any Program 

Document (other than any Citigroup Non-Recourse Obligations), the interest rate otherwise applicable to 

the FRBNY Loan plus 2.00%. 

“Disposition”: with respect to any property, any sale, assignment (excluding pledges or 

other assignments for collateral purposes), conveyance, transfer or other disposition thereof. The terms 

“Dispose” and “Disposed of” shall have correlative meanings. 

“Dollar Equivalent”: with respect to any amount denominated in a currency other than 

Dollars, on the relevant date of determination, the rate at which such currency may be exchanged into 

Dollars as set forth at approximately 11:00 a.m. (New York City time) on such date on the Reuters World 

Currency Page for such currency; provided that, if such rate is not available from Reuters at such time, the 

Dollar Equivalent will be determined by reference to another publicly available service for displaying 

exchange rates to be agreed by the U.S. Federal Parties and Citigroup. 

“Dollars” and “$” mean lawful money of the United States. 

“Effective Time”: (a) with respect to each Covered Asset that was identified as such to 

the U.S. Federal Parties by November 23, 2008, the close of business on November 21, 2008 and (b) with 

respect to each other Covered Asset, the close of business on January 15, 2009. 

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from 

time to time, and any successor thereto. 

“ERISA Affiliate”: any trade or business (whether or not incorporated) that, together 

with Citigroup, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for 

purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under 

Section 414 of the Code. 

“ERISA Event”: (a) any “reportable event”, as defined in Section 4043 of ERISA or the 

regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice 

period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as 

defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing 

pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the 

minimum funding standard with respect to any Plan, (d) the incurrence by Citigroup or any of its ERISA 

Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the 

receipt by Citigroup or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating 

to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the 

 5 
incurrence by Citigroup or any of its ERISA Affiliates of any liability with respect to the withdrawal or 

partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by Citigroup or any ERISA 

Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that any 

Multiemployer Plan is, or is reasonably expected to be, insolvent or in reorganization, within the meaning 

of Title IV of ERISA. 

“Event of Default”: any of the events specified in Section 12.1; provided that any 

requirement for the giving of notice, the lapse of time, or both, has been satisfied. 

“Excess Recoveries or Gains”: for any Calendar Quarter, the amount (if any) by which 

(a) the sum of all Recoveries and Gains realized by the Citigroup Ring-Fence Entities on all Covered 

Assets in such Calendar Quarter exceeds (b) the Losses incurred by the Citigroup Ring-Fence Entities on 

all Covered Assets in such Calendar Quarter. 

“Exchange Asset”: any asset acquired by a Citigroup Ring-Fence Entity in connection 

with the full or partial satisfaction of amounts payable to such Citigroup Ring-Fence Entity in respect of a 

Covered Asset or received as consideration for the Disposition of a Covered Asset to a third party (other 

than Citigroup or any of its Affiliates); provided such acquisition is permitted under the Governance and 

Asset Management Guidelines. 

“Exchange Value”: as defined in Section 6.8(b). 

“Executive Compensation Guidelines”: Exhibit C hereto (as the same may be amended, 

supplemented, restated, replaced or otherwise modified from time to time with the prior written consent 

of Treasury, acting on behalf of each of the U.S. Federal Parties after consultation with FRBNY and 

FDIC). 

“Fair Value”: fair value as determined in accordance with FAS 157 as in effect at the 

Effective Time. 

“FDIC”: as defined in the preamble hereto. 

“FDIC Advance”: as defined in Section 3.1. 

“FDIC Available Amount”: at any time, $10,000,000,000 less the sum of all outstanding 

FDIC Advances at such time. 

“FDIC Mortgage Loan Modification Program”: Exhibit F hereto. 

“Foreclosure Loss”: any loss (calculated in the form and in accordance with the 

methodology specified in Exhibit H) realized when a Citigroup Ring-Fence Entity completes the 

foreclosure on a Covered Loan and realizes final recovery on any collateral securing such Covered Loan 

through liquidation and recovery of all insurance proceeds. 

“Foreign Asset”: any of the following: 

(a) any asset owned by a subsidiary of Citigroup that is not a U.S. Person; or 

(b) any loan with an obligor that is not a U.S. Person, unless (i) the parent of such obligor 

is a U.S. Person, and such parent, directly or by virtue of a guarantee, is jointly and severally liable for, 

the entire amount of the loan and (ii) the decision to extend the loan was made on the basis of such 

parent’s creditworthiness; or 

(c) any loan extended to a natural person who is not a U.S. resident; or 

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(d) any loan that is secured by either (i) obligations of non-U.S. Persons and/or nonresidential real property located outside of the United States, the aggregate value of which is more than 

15% of the total value of all assets securing such loan or (ii) any residential real property located outside 

of the United States; or 

(e) any security held through a foreign securities intermediary other than Euroclear or 

Clearstream; or 

(f) any security (other than asset-backed security) issued by an entity that is not a U.S. 

Person; or 

(g) any asset-backed security that is secured by ultimate underlying assets that are 

obligations of non-U.S. Persons, the aggregate value of which is more than 15% of the total value of all 

ultimate underlying assets securing such security (whether or not such security is issued by a U.S. Person) 

which calculation may be determined on the basis of the prospectus or other offering document to the 

extent the information is contained therein; or 

(h) any asset-backed security that is issued by an entity that is not a U.S. Person, unless 

either: 

(i) (A) a U.S. Person is a co-issuer of such security and the holders of such 

security have recourse solely to the ultimate underlying assets securing such security for payment and (B) 

such security is held through a securities intermediary; or 

(ii) such security is secured by ultimate underlying assets that are obligations of 

U.S. Persons, the aggregate value of which is more than 85% of the total value of all ultimate underlying 

assets securing such security, which may be determined on the basis of the prospectus or other offering 

document pursuant to which such security was sold to the extent the information is contained therein. 

For purposes of this Master Agreement, the issuer of a security shall be deemed to be a U.S. Person, if (A) 

it is identified by a Bloomberg country code of “US” or (B) if no Bloomberg country code is available, an 

Intex country code of “United States” (or, in the case of either (A) or (B), any successor designations or 

services). In the case of any ultimate underlying asset that secures an asset-backed security and which 

asset is a credit default swap or similar derivative instrument (a “synthetic asset”), it is understood and 

agreed that such synthetic asset shall be treated for purposes of clause (g) of this definition as an 

obligation of a U.S. Person if and only if the reference obligation referred to therein is an obligation of a 

U.S. Person, without regard to any collateral securing such synthetic asset and without regard to the 

domicile of the counterparty to such synthetic asset. 

For purposes of this Master Agreement, the test of whether any loan is a “Foreign Asset” pursuant to 

clauses (b), (c) or (d) shall be made once as of the Effective Time or, if such loan becomes a Covered 

Asset subsequent to such time, the date on which it becomes a Covered Asset. For the avoidance of 

doubt, it is understood and agreed that any loan to a foreign national who is a U.S. resident shall not be 

deemed to be a “Foreign Asset” under clause (c) of this definition. 

“FRBNY”: as defined in the preamble hereto. 

“FRBNY Available Amount”: for purposes of calculating the amount of the one-time 

FRBNY Loan to be made by FRBNY on the FRBNY Funding Date: (a) the sum of the Adjusted Baseline 

Values of all Covered Assets as of the end of the most recently completed Calendar Quarter prior to the 

FRBNY Funding Date less (b) the principal amount of the FRBNY Loan that would otherwise be subject 

to immediate prepayment by Citigroup pursuant to Section 4.7(a), which amount (b) shall be calculated as 

10% of the excess of (i) the Citigroup Quarterly Net Loss corresponding to the Covered Loss giving rise 

 7 
to the funding of the FRBNY Loan over (ii) the dollar amount equal to (A) the amount of such Covered 

Loss funded by any Treasury Advance and/or FDIC Advance divided by (B) 0.90. 

“FRBNY Funding Date”: the Business Day specified by Citigroup in the Borrowing 

Request it delivers to FRBNY pursuant to Section 4.2; provided, that such date shall be no earlier than 20 

calendar days and no later than 30 calendar days following FRBNY’s receipt of such Borrowing Request; 

and provided, further, that such date shall in no event be later than the FRBNY Outside Date. 

“FRBNY Information”: as defined in 13.16. 

“FRBNY Loan”: as defined in Section 4.1. 

“FRBNY Outside Date”: 60 calendar days after the end of the Calendar Quarter in which 

the Citigroup Ring-Fence Entities first incur a Covered Loss that is eligible for FRBNY funding under 

Section 4.1. 

“GAAP”: generally accepted accounting principles in the United States as in effect from 

time to time. 

“Gains”: as defined in Section 6.5. 

“Governance and Asset Management Guidelines”: Exhibit B hereto (as the same may be 

amended, supplemented, restated, replaced or otherwise modified from time to time with the prior written 

consent of each of the U.S. Federal Parties). 

“Governmental Authority”: any nation or government, any state or other political 

subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other 

entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or 

pertaining to government, any securities exchange and any self-regulatory organization. 

“Hedge Agreement”: any agreement in respect of a transaction which (i) is a swap 

option, basis swap, commodity swap, commodity option, equity or equity index swap, equity or equity 

index option, bond option, foreign exchange transaction, cap transaction, floor transaction, collar 

transaction, currency swap transaction, currency option, credit protection transaction, credit swap, credit 

default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, 

reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index 

transaction or forward purchase or sale of a security, commodity or other financial instrument or interest 

(including any futures or options with respect to any of these transactions) or (ii) which is a type of 

transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future 

becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by 

reference in such agreement) and which is a forward, swap, future, option or other derivative on one or 

more currencies, commodities, equity securities or other equity instruments, debt securities or other debt 

instruments, economic, financial or pricing indices or measures of economic, financial or pricing risk or 

value, other benchmarks against which payments or deliveries are to be made or any combination of these 

transactions; provided, that for the avoidance of doubt, “Hedge Agreement” shall not include any 

agreement of a type described in clauses (i) or (ii) that is designed to protect against fluctuations in 

interest rate. 

“Hedging Proceeds”: (a) the sum of all amounts paid or payable to or for the account of 

any Citigroup Ring-Fence Entity (without regard to whether such amounts are received prior to, 

contemporaneously with, or after any Loss in respect of any Covered Asset) in respect of any Hedge 

Agreement (provided such Hedge Agreement was entered into with respect to a Covered Asset following 

the incurrence by the Citigroup Ring-Fence Entities, on a cumulative basis, of an amount of Citigroup 

Quarterly Net Losses equal to or greater than the Citigroup Deductible); less (b) the amount of actual, 

 8 
reasonable and necessary out-of-pocket expenses paid to third parties (other than Citigroup or any of its 

Affiliates) by any Citigroup Ring-Fence Entity as permitted by the Governance and Asset Management 

Guidelines to put such Hedge Agreements in place or unwind any such Hedge Agreements. 

“Ineligible Exchange Asset”: any Exchange Asset that fails to meet the criteria for a 

Replacement Covered Asset. 

“Information”: as defined in Section 13.16. 

“Initial Installment Balance”: an amount equal to the product of the FRBNY Available 

Amount times a fraction the numerator of which is the sum of the Adjusted Baseline Values of all NonResidential Covered Assets and whose denominator is the sum of the Adjusted Baseline Values of all 

Covered Assets. 

“Installment Balance”: the Initial Installment Balance less all amounts payable in respect 

of such balance under Section 4.7, Section 7.2 and Section 7.6 hereof. 

“Installment Due Date”: November 20, 2013; provided that the Installment Due Date 

may be extended, in FRBNY’s sole discretion, by successive periods of one year (but in no event beyond 

the Maturity Date). 

“Interest Payment Date”: (a) the last day of each Interest Period applicable to the 

FRBNY Loan, (b) the Installment Due Date, as to the Installment Balance as of such date (c) the Maturity 

Date and (d) the date of any prepayment of the FRBNY Loan, as to the amount prepaid. 

“Interest Period”: (a) in the case of the first Interest Period for the FRBNY Loan, the 

period commencing on the FRBNY Funding Date and ending on the last day of the Calendar Quarter in 

which the FRBNY Funding Date occurs and (b) thereafter, the period commencing on the first day of 

each subsequent Calendar Quarter and ending on the last day of such Calendar Quarter; provided that (i) 

any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next 

preceding Business Day and (ii) no Interest Period shall extend beyond the Maturity Date. 

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, 

encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other 

security agreement or preferential arrangement of any kind or nature whatsoever (including any 

conditional sale or other title retention agreement and any capital lease having substantially the same 

economic effect as any of the foregoing). 

“Loss”: as defined in Section 6.3. 

“Loss Claim”: a duly completed certificate substantially in the form of Exhibit D hereto 

executed by a Responsible Officer of Citigroup. 

“Loss Coverage Period”: the period commencing at the Effective Time and ending on (a) 

November 20, 2013, with respect to any Non-Residential Covered Asset and (b) November 20, 2018, 

with respect to any Residential Covered Asset. 

“Loss Coverage Period Outside Date”: November 20, 2018. 

“Master Agreement”: as defined in the preamble hereto. 

“Material Adverse Effect”: (a) a material adverse change in, or a material adverse effect 

upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or 

otherwise) or prospects of Citigroup; (b) a material impairment of the rights and remedies of any of the 

 9 
U.S. Federal Parties under any Program Document, or of the ability of any Citigroup Ring-Fence Entity to 

perform its obligations under any Program Document to which it is a party; or (c) a material adverse 

effect upon the legality, validity, binding effect or enforceability against any of the Citigroup Ring-Fence 

Entities of any Program Document to which it is a party. 

“Maturity Date”: The Loss Coverage Period Outside Date; provided, that the Maturity 

Date may be extended, in FRBNY’s sole discretion, by one year. 

“Multiemployer Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Non-Residential Covered Asset”: any Covered Asset other than a Residential Covered 

Asset. Each Covered Asset that is a Non-Residential Covered Asset shall be identified as such on 

Schedule A hereto. 

“Note”: any promissory note, loan agreement, shared credit or participation agreement, 

intercreditor agreement, letter of credit, reimbursement agreement, draft, bankers’ acceptance, 

transmission system confirmation of transaction or other evidence of indebtedness of any kind (including 

loan histories, affidavits, general collection information, correspondence and comments pertaining to such 

obligation). 

“Overnight Index Swap Rate”: for any Interest Period, the rate per annum equal to the 

closing rate for overnight indexed swaps having a term of 3 months published by Bloomberg two 

Business Days prior to the first day of such Interest Period; provided that if such rate is not available at 

such time from Bloomberg, such rate shall be the rate per annum equal to the average midpoint 

(calculated by FRBNY) of the rates for overnight indexed swaps having a term of 3 months quoted by 

three financial institutions designated by FRBNY and notified to Citigroup one Business Day prior to the 

first day of such Interest Period. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of 

Title IV of ERISA (or any successor). 

“Permitted Amendment”: with respect to any Covered Asset, any amendment, 

modification, renewal or extension thereof, or any waiver of any term, right, or remedy thereunder, made 

by a Citigroup Ring-Fence Entity in good faith and otherwise in accordance with the FDIC Mortgage 

Loan Modification Program (to the extent applicable) and the Governance and Asset Management 

Guidelines, provided that the securities, obligations, or other instruments evidencing such Covered Asset 

originated or issued prior to March 14, 2008 continue in effect. 

“Permitted Disposition”: any Disposition permitted under the Governance and Asset 

Management Guidelines. 

“Permitted Liens”: (a) Liens granted by the Citigroup Ring-Fence Entities to FRBNY 

pursuant to any Security Document, (b) Liens for taxes that are not yet due and payable or that are being 

contested in good faith by appropriate proceedings diligently conducted for which appropriate reserves 

have been established in accordance with GAAP and (c) Liens created, incurred, assumed or otherwise 

existing with the written consent of FRBNY. 

“Person”: an individual, partnership, corporation, limited liability company, business 

trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or 

other entity of whatever nature. 

“Plan”: any employee pension benefit plan (other than a Multiemployer Plan) subject to 

the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect 

 10 
of which Citigroup or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 

of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Post Coverage Period Loss”: any loss that would otherwise qualify as a “Loss” 

hereunder but for the fact that such loss is incurred by a Citigroup Ring-Fence Entity after the Loss 

Coverage Period. 

“Program Documents”: this Master Agreement, the Security Documents, the Governance 

and Asset Management Guidelines, the Executive Compensation Guidelines, the Accession Agreement 

and any amendment, waiver, supplement or other modification to any of the foregoing permitted 

hereunder. 

“Quarterly Advance Date”: with respect to any Covered Loss realized by the Citigroup 

Ring-Fence Entities in any Calendar Quarter during the Loss Coverage Period, the 30th calendar day 

following the receipt by Treasury or FDIC (as applicable) of a Loss Claim from Citigroup; provided that 

if such day is not a Business Day, the “Quarterly Advance Date” shall be the next succeeding Business 

Day. 

“Recoveries”: as defined in Section 6.4. 

“Recovery Expenses”: for any period, the amount of actual, reasonable and necessary 

out-of-pocket expenses (including Capitalized Expenditures) paid to third parties (other than Citigroup or 

any of its Affiliates) by any Citigroup Ring-Fence Entity as permitted by the Governance and Asset 

Management Guidelines to recover amounts owed with respect to any Covered Asset as to which a Loss 

was incurred prior to the relevant Termination Date with respect to the Covered Asset (provided that such 

amounts were incurred no earlier than the date the Loss on such Covered Asset was reflected on the 

accounting records of such Citigroup Ring-Fence Entity); provided that “Recovery Expenses” shall not 

include for the relevant Covered Asset any expenses in excess of $200,000 related to environmental 

conditions, including but not limited to, remediation, storage or disposal of any hazardous or toxic 

substance or any pollutant or contaminant (but excluding costs incurred in order to assess the presence, 

storage or release of any hazardous or toxic substance, or any pollutant or contaminant with respect to the 

collateral securing a Covered Asset that has been fully or partially charged-off (including the costs of 

consultants retained in connection with such assessment)), unless such expenses are specifically 

authorized, with prior timely notice to and approval by, the U.S. Federal Parties; and provided, further

that “Recovery Expenses” shall in no event include any expenses incurred by any Citigroup Ring-Fence 

Entity prior to the Effective Time or any of the items identified on Exhibit J. 

“Regulation U”: Regulation U of the Board of Governors of the Federal Reserve System 

as in effect from time to time. 

“Related Parties”: with respect to any specified Person, such Person’s Affiliates and the 

respective directors, officers, employees, agents, advisors, and controlling persons of such Person and 

such Person’s Affiliates. 

“Replacement Covered Asset”: any Exchange Asset acquired by a Citigroup Ring-Fence 

Entity subsequent to the Effective Time that satisfies the Covered Asset Criteria (other than clause (a) 

thereof). A “Replacement Covered Asset” may include any of the following (including any of the 

following fully or partially charged off on the books and records of any Citigroup Ring-Fence Entity): (a) 

all interests in real estate including but not limited to mineral rights, leasehold rights, condominium and 

cooperative interests, air rights and development rights and (b) any other assets, including (i) all rights, 

powers, liens or security interests of any Citigroup Ring-Fence Entity in or under any Citigroup RingFence Entity Loan Collateral Document, (ii) any judgment founded upon any Note evidencing a Citigroup 

Ring-Fence Entity Loan to the extent attributable thereto and any lien arising therefrom, (iii) any 

 11 
executory contract with a third party to convey real property and the real property which is subject to such 

executory contract included in any Citigroup Ring-Fence Entity Loan Collateral, (iv) any lease and the 

related leased property included in any Citigroup Ring-Fence Entity Loan Collateral and (v) all right, title 

and interest in and to any Citigroup Ring-Fence Entity Loan Deficiency Balance. 

“Requirement of Law”: as to any Person, the organizational or governing documents of 

such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other 

Governmental Authority, in each case applicable to or binding upon such Person or any of its property or 

to which such Person or any of its property is subject. 

“Residential Covered Asset”: any Covered Asset consisting either of (a) a loan secured 

solely by residential real estate consisting of one-to-four family dwellings or the stock of cooperative 

housing corporations or (b) a security that is secured by residential real estate consisting of one-to-four 

family dwellings or the stock of cooperative housing corporations, the aggregate value of which is more 

than 85% of the total value of all assets securing such security; provided that if the Collateral 

Composition page on Bloomberg for such security indicates that more than 85% of the balance of the 

mortgaged properties securing such security are designated “single family”, “2-4 family”, 

“condominium” or “PUD”, then such security shall be deemed to be a Residential Covered Asset pursuant 

to this clause (b). Each Covered Asset that is a Residential Covered Asset shall be identified as such on 

Schedule A hereto. 

“Responsible Officer”: with respect to Citigroup, its Chairman of the Board, its Chief 

Executive Officer, its President, any Senior Vice President, the Chief Financial Officer, any Vice 

President, the Treasurer or any other officer (a) who has the power to take or delegate the taking of the 

action in question and has been so authorized, directly or indirectly, by the board of directors, (b) working 

under the direct supervision or the delegated authority of any such Chairman of the Board, Chief 

Executive Officer, President, Senior Vice President, Chief Financial Officer, Vice President or Treasurer 

or (c) whose responsibilities include the administration of the transactions and agreements contemplated 

by this Master Agreement and the other Program Documents and the Covered Assets. 

“Schedule A”: the schedule designated as such by Citigroup and delivered by Citigroup 

to each of the U.S. Federal Parties as of the date hereof in the form of (a) a DVD and (b) a summary chart 

entitled “Summary of $301 Billion Ring-Fenced Assets”, together with a certificate from the Controller 

and Chief Accounting Officer of Citigroup to the effect that the contents of such schedule match the 

contents of the draft of such schedule reviewed and verified by the U.S. Federal Parties immediately prior 

to the execution of this Master Agreement on the date hereof. The contents of Schedule A shall be 

amended from time to time to include Replacement Covered Assets or extensions of credit made pursuant 

to a Citigroup Ring-Fence Entity Wholly Unfunded Commitment, or to reflect any additions thereto or 

eliminations therefrom pursuant to Section 5 or otherwise in accordance with this Master Agreement. 

The form of Schedule A may be amended from time to time as the parties hereto may mutually agree. 

“Security and Guaranty Agreement”: the Security and Guaranty Agreement, to be 

entered into among Citigroup, certain Affiliates of Citigroup identified therein and FRBNY substantially 

in the form of Exhibit A. 

“Security Documents”: the collective reference to the Security and Guaranty Agreement 

and all other security documents hereafter delivered to FRBNY granting a Lien on any property of 

Citigroup Ring-Fence Entities to secure the Citigroup Loan Obligations. 

“Short-Sale Loss” means any loss (calculated in the form and in accordance with the 

methodology specified in Exhibit G) resulting from any Citigroup Ring-Fence Entity’s agreement with a 

mortgagor to accept a payoff in an amount less than the balance due on any Covered Loan that is a 

Residential Covered Asset. 

 12 
“Termination Date”: with respect to any Covered Asset, the earliest of (a) the date of 

prepayment or redemption of such Covered Asset in full, (b) the final maturity date of such Covered 

Asset, (c) the date such Covered Asset is liquidated, sold in a Permitted Disposition or is otherwise 

discharged in full and (d)(i) November 20, 2013, if such Covered Asset is a Non-Residential Covered 

Asset and (ii) November 20, 2018, if such Covered Asset is a Residential Covered Asset. 

“Then-Current Interest Rate”: the most recently published Freddie Mac survey rate for 

30-year fixed-rate loans. 

“Treasury”: as defined in the preamble hereto. 

“Treasury Advance”: as defined in Section 2.1. 

“Treasury Available Amount”: at any time, $5,000,000,000 less the sum of all 

outstanding Treasury Advances at such time. 

“United States”: the United States of America. 

“U.S. Federal Objection”: as defined in Section 5.2(a). 

“U.S. Federal Parties”: collectively, Treasury, FDIC and FRBNY. 

“U.S. Person”: a Person organized or existing under the laws of the United States, any 

state thereof, the District of Columbia, or any territory thereof. It is understood and agreed that “U.S. 

Person” shall include any branch of a Citigroup Ring-Fence Entity that is a depository institution and a 

U.S. Person regardless of where such branch is located. 

“Withdrawal Liability”: to a Multiemployer Plan as a result of a complete or partial 

withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of 

ERISA. 

1.2 Other Definitional Provisions. (a) Unless otherwise specified, all terms defined 

in this Master Agreement shall have the same meanings when used in the other Program Documents or 

any certificate or other document made or delivered pursuant hereto or thereto. 

(b) As used herein and in the other Program Documents, and any certificate or other 

document made or delivered pursuant hereto or thereto, (i) accounting terms shall have the respective 

meanings given to them under GAAP (except as otherwise provided herein), (ii) the words “include”, 

“includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the 

word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer 

to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words 

“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all 

tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, 

leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations 

shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as 

amended, supplemented, restated or otherwise modified from time to time, or any successor or 

replacement agreement which may be entered into from time to time. 

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, 

when used in this Master Agreement, shall refer to this Master Agreement as a whole and not to any 

particular provision of this Master Agreement, and Section, Schedule and Exhibit references are to this 

Master Agreement unless otherwise specified. 

 13 
(d) The meanings given to terms defined herein shall be equally applicable to both 

the singular and plural forms of such terms. 

SECTION 2. TREASURY ADVANCES 

2.1 Treasury Advances. Subject to the terms and conditions hereof and the 

Governance and Asset Management Guidelines, in the event that the Citigroup Ring-Fence Entities incur 

a Covered Loss in any Calendar Quarter during the Loss Coverage Period, Treasury agrees to advance to 

Citigroup in Dollars (each such advance, a “Treasury Advance”) on the related Quarterly Advance Date 

an amount equal to such Covered Loss; provided, that in no event shall any Treasury Advance exceed the 

Treasury Available Amount. 

2.2 Procedure for Treasury Advances. (a) Each Treasury Advance shall be made 

following delivery of a Loss Claim to Treasury (with a copy to each of the other U.S. Federal Parties). 

Each such Loss Claim must be received by Treasury not later than 5 p.m. New York City time 30 

calendar days following the end of the applicable Calendar Quarter (or if such day is not a Business Day, 

the next succeeding Business Day). 

(b) Subject to the Governance and Asset Management Guidelines and the 

satisfaction of the conditions specified in Section 10.1, Treasury shall make the proceeds of each Treasury 

Advance available to Citigroup in an amount equal to such Covered Loss specified in the applicable Loss 

Claim (or such lesser amount as may be available under Section 2.1) not later than 5 p.m. New York City 

time on the relevant Quarterly Advance Date by wire transfer or credit in immediately available funds to 

the Citigroup Loss Account. 

2.3 Reimbursement of Treasury Advances. Each Treasury Advance shall be 

reimbursed by Citigroup in accordance with (and to the extent provided in) Section 7. Any amounts so 

reimbursed shall be available for further Treasury Advances in accordance with Section 7. 

SECTION 3. FDIC ADVANCES 

3.1 FDIC Advances. Subject to the terms and conditions hereof and the Governance 

and Asset Management Guidelines, including the condition that there then shall be $5,000,000,000 of 

outstanding Treasury Advances as required under Section 10.2(b), in the event that the Citigroup RingFence Entities incur a Covered Loss in any Calendar Quarter during the Loss Coverage Period, FDIC 

agrees to advance to Citigroup in Dollars (each such advance, an “FDIC Advance”) on the related 

Quarterly Advance Date an amount equal to the portion of such Covered Loss that exceeds the Treasury 

Available Amount (taking into account any Treasury Advance made on such Quarterly Advance Date); 

provided, that in no event shall any FDIC Advance exceed the FDIC Available Amount. 

3.2 Procedure for FDIC Advances. (a) Each FDIC Advance shall be made 

following delivery of a Loss Claim to FDIC (with a copy to each of the other U.S. Federal Parties). Each 

such Loss Claim must be received by FDIC not later than 5 p.m. New York City time 30 calendar days 

following the end of the applicable Calendar Quarter (or if such day is not a Business Day, the next 

succeeding Business Day). 

(b) Subject to the Governance and Asset Management Guidelines and the 

satisfaction of the conditions specified in Section 10.2, FDIC shall make the proceeds of each FDIC 

Advance available to Citigroup in an amount equal to such Covered Loss specified in the applicable Loss 

Claim (or such lesser amount as may be available under Section 3.1) not later than 5 p.m. New York City 

time on the relevant Quarterly Advance Date by wire transfer or credit in immediately available funds to 

the Citigroup Loss Account. 

 14 
3.3 Reimbursement of FDIC Advances. Each FDIC Advance shall be reimbursed by 

Citigroup in accordance with (and to the extent provided in) Section 7. Any amounts so reimbursed shall 

be available for further FDIC Advances in accordance with Section 7. 

SECTION 4. FRBNY LOAN 

4.1 FRBNY Loan. Subject to the terms and conditions hereof and the Governance 

and Asset Management Guidelines, including the condition that there then shall be $5,000,000,000 of 

outstanding Treasury Advances and $10,000,000,000 of outstanding FDIC Advances as required under 

Sections 10.3(b) and 10.3(c), in the event that the Citigroup Ring-Fence Entities incur a Covered Loss in 

any Calendar Quarter during the Loss Coverage Period and as a result thereof the Citigroup Ring-Fence 

Entities’ aggregate cumulative Covered Losses exceed $15,000,000,000, FRBNY agrees to make a single 

term loan (the “FRBNY Loan”) to Citigroup in Dollars on the FRBNY Funding Date in an amount equal 

to the FRBNY Available Amount; provided, that unless the FRBNY Funding Date shall occur on or prior 

to the FRBNY Outside Date, FRBNY shall have no obligation to make the FRBNY Loan hereunder. 

Amounts borrowed by Citigroup under this Section 4.1 and repaid or prepaid may not be reborrowed and 

any obligation of FRBNY to advance funds to Citigroup under this Master Agreement shall terminate 

upon FRBNY’s funding of the FRBNY Loan. 

4.2 Procedure for Borrowing. (a) The FRBNY Loan shall be made following 

delivery of a Borrowing Request to FRBNY (with a copy to each of the other U.S. Federal Parties). Such 

Borrowing Request must be received by FRBNY not later than 5 p.m. New York City time 20 calendar 

days prior to the FRBNY Funding Date. 

(b) Subject to the Governance and Asset Management Guidelines and the 

satisfaction of the conditions specified in Section 10.3, FRBNY shall make the proceeds of the FRBNY 

Loan available to Citigroup not later than 5 p.m. New York City time on the FRBNY Funding Date by 

wire transfer or credit in immediately available funds to the Citigroup Loss Account. 

(c) FRBNY may maintain in accordance with its usual practice an account or 

accounts evidencing the indebtedness of Citigroup to FRBNY resulting from the FRBNY Loan, including 

the amounts of principal and interest payable and paid to FRBNY from time to time hereunder; provided

that the failure of FRBNY to maintain such accounts or any error therein shall not in any manner affect 

the obligation of Citigroup to repay the FRBNY Loan in accordance with the terms of this Master 

Agreement. 

4.3 Repayment of Loan. Citigroup shall repay the outstanding principal amount of 

the FRBNY Loan (together with accrued and unpaid interest thereon as provided in Section 4.4) in two 

installments on the Installment Due Date and on the Maturity Date. The Installment Balance (together 

with accrued and unpaid interest thereon) shall be due and payable on the Installment Due Date and the 

remaining balance of the FRBNY Loan (together with accrued and unpaid interest thereon) shall be due 

and payable on the Maturity Date. 

4.4 Interest Rate. (a) Subject to clause (b) below, the FRBNY Loan shall bear 

interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to 

the Overnight Index Swap Rate for such Interest Period plus 3.00%. Interest on the FRBNY Loan shall 

accrue on the outstanding principal amount thereof from and including the FRBNY Funding Date to but 

excluding the Maturity Date and shall be payable in arrears on each Interest Payment Date. 

(b) If any amount payable by Citigroup under any Program Document (other than 

any Citigroup Non-Recourse Obligation) is not paid when due (without regard to any applicable grace 

period), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear 

interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent 

 15 
permitted by applicable laws. Accrued and unpaid interest on past due amounts (including interest on 

past due interest) shall be due and payable upon demand. 

4.5 Computation of Interest and Net Payment Amounts. (a) Interest payable 

pursuant hereto shall be calculated by FRBNY on the basis of a 365-day year for the actual days elapsed. 

(b) Each determination of the interest rate and each calculation of the amount of 

interest, in each case by FRBNY pursuant to any provision of this Master Agreement, shall be conclusive 

and binding on Citigroup and FRBNY in the absence of manifest error. 

4.6 Voluntary Prepayments. Citigroup may at any time or from time to time 

voluntarily prepay the FRBNY Loan in whole in cash without premium or penalty upon notice to FRBNY 

provided not later than 5 p.m. New York City time two Business Days prior to the date of prepayment. 

Citigroup may make a partial voluntary prepayment of the FRBNY Loan only with the consent of, and on 

terms and conditions (including the allocation of such prepayment as between the Installment Balance and 

the remaining balance of the FRBNY Loan) agreed to by, FRBNY in its sole discretion. Any voluntary 

prepayment of the FRBNY Loan shall be accompanied by all accrued interest on the amount prepaid. 

4.7 Mandatory Prepayments. (a) In the event that any Citigroup Ring-Fence Entity 

incurs a Loss or a Post Coverage Period Loss in any Calendar Quarter in which the FRBNY Loan is 

outstanding, Citigroup shall prepay a principal amount of the FRBNY Loan equal to 10% of such Loss or 

Post Coverage Period Loss (as applicable) within 30 calendar days after the end of the applicable 

Calendar Quarter. Any mandatory prepayment of the FRBNY Loan shall be accompanied by all accrued 

interest on the amount prepaid. For the avoidance of doubt, Citigroup shall not be required to make any 

prepayment under this Section 4.7(a) with respect to any Loss taken into account in determining the 

FRBNY Available Amount pursuant to clause (b) of the definition of such term. 

(b) Prepayments made under this Section 4.7 shall be allocated to the Installment 

Balance in proportion to the fraction of the FRBNY Loan represented by such Installment Balance as of 

the date of prepayment. 

(c) Citigroup shall also prepay the FRBNY Loan in accordance with (and to the 

extent provided in) Section 7. 

4.8 Payments Generally. All payments to be made by Citigroup in respect of the 

FRBNY Loan shall be made in such amounts, without set-off or counterclaim, as may be necessary in 

order that every such payment (after deduction or withholding for or on account of any present or future 

taxes, levies, imposts, duties or other charges of whatever nature imposed by the jurisdiction in which 

Citigroup is organized or any political subdivision or taxing authority therein or thereof) shall not, as a 

result of any such deductions or withholdings, be less than the amounts otherwise specified to be paid 

under this Master Agreement. All payments in respect of the FRBNY Loan will be made by Citigroup 

without any deduction or withholding for or on account of any tax unless such deduction or withholding 

is required by any applicable law, as modified by the practice of any relevant governmental revenue 

authority, then in effect. 

SECTION 5. COVERED ASSETS AND POST-SIGNING CONFIRMATION PROCESS

5.1 Covered Assets. Subject to the terms and conditions of this Master Agreement, 

the U.S. Federal Parties shall provide loss protection (or financing, as applicable) only with respect to the 

Covered Assets determined in accordance with this Section 5. In no event shall the coverage or financing 

under this Master Agreement be available with respect to any asset removed from Schedule A pursuant to 

Section 5.2 or 5.3. 

 16 
5.2 Post-Signing Confirmation Process. (a) Not later than the 90th calendar day after 

the date hereof, Citigroup shall prepare and deliver to the U.S. Federal Parties an updated Schedule A 

hereto setting forth in complete and final form the information required to be provided on such schedule 

(including, for the avoidance of doubt, any necessary changes to Baseline Values). Each of the U.S. 

Federal Parties shall review the updated schedule and Citigroup hereby agrees that the U.S. Federal 

Parties shall have the right, within 120 calendar days after receipt of such updated schedule, to object to 

any of the following: (i) the inclusion of any asset on Schedule A purporting to be a Covered Asset on 

grounds that such asset fails to meet one or more of the Covered Asset Criteria or that such Covered Asset 

is listed more than once on Schedule A; (ii) the identification of any Covered Asset on Schedule A as 

either a Residential Covered Asset or a Non-Residential Covered Asset on grounds that such asset was 

improperly categorized; (iii) the Baseline Value assigned to any Covered Asset on grounds that such 

amount was improperly calculated pursuant to the terms and conditions hereof; (iv) the inclusion of any 

Citigroup Ring-Fence Entity Wholly Unfunded Commitment on Schedule A hereto on grounds that such 

commitment fails to satisfy the definition of “Citigroup Ring-Fence Entity Wholly Unfunded 

Commitment”; (v) the Citigroup Ring-Fence Entity Commitment Value assigned to any Citigroup RingFence Entity Loan Commitment or Citigroup Ring-Fence Entity Wholly Unfunded Commitment set forth 

on Schedule A on grounds that such value was improperly determined; or (vi) the inclusion of Covered 

Assets the aggregate Baseline Values of which, when taken together with the aggregate Baseline Values 

of all other Covered Assets and the Citigroup Ring-Fence Entity Commitment Values of all the Citigroup 

Ring-Fence Entity Loan Commitments and Citigroup Ring-Fence Entity Wholly Unfunded 

Commitments, exceed $301,000,000,000; in each case by delivering written notice of their objections to 

Citigroup and proposing amendments to Schedule A (any such objection, a “U.S. Federal Objection”). 

(b) Citigroup shall review any U.S. Federal Objection in good faith. Within 30 

calendar days of its receipt of any U.S. Federal Objection, Citigroup shall deliver a notice to the U.S. 

Federal Parties either accepting such U.S. Federal Objection or disagreeing with such U.S. Federal 

Objection and specifying the nature of its disagreement. If Citigroup fails to deliver a notice of 

disagreement within 30 calendar days of its receipt of any U.S. Federal Objection, it shall be deemed to 

have accepted such U.S. Federal Objection and to have consented to any amendment of Schedule A 

proposed in such U.S. Federal Objection. 

(c) Each of the U.S. Federal Parties and Citigroup shall seek to resolve any U.S. 

Federal Objection expeditiously and in good faith. Citigroup shall provide the U.S. Federal Parties with 

access to such books, records, working papers and employees as the U.S. Federal Parties may request in 

connection with the resolution of any U.S. Federal Objection. If the parties reach agreement with respect 

to any U.S. Federal Objection, they shall amend Schedule A to reflect such agreement. If the parties are 

unable to resolve any U.S. Federal Objection within 30 calendar days of commencing good faith 

negotiations, the U.S. Federal Objection shall prevail and Schedule A shall be amended consistent with 

such U.S. Federal Objection. 

(d) If as a consequence of either (x) any necessary changes to the Baseline Value or 

(y) any U.S. Federal Objection that results in an amendment to Schedule A that removes assets listed as 

“Covered Assets” or otherwise decreases the aggregate Baseline Value thereof, the aggregate Baseline 

Value of all Covered Assets is reduced, then within 30 calendar days after such amendment, Citigroup 

shall have the right to substitute or add, as the case may be, new assets that qualify as Covered Assets up 

to the amount of any such decrease; provided such assets are acceptable to the U.S. Federal Parties acting 

in good faith; and provided, further, that such decrease does not result from a U.S. Federal Objection 

pursuant to Section 5.2(a)(iii) or (vi). Following any such substitution or addition of new assets, such 

assets shall be subject to this Master Agreement and shall be deemed to be “Covered Assets” in all 

respects. 

(e) The Citigroup Deductible and the number of shares of Citigroup Preferred Stock 

to be issued to Treasury and FDIC in connection with the transactions contemplated hereby were 

 17 
determined on the basis of the U.S. Federal Parties’ respective assessments of the risks associated with the 

Covered Assets included in Schedule A (including through a preliminary actuarial analysis by Treasury 

for purposes of ascertaining compliance with Section 102(c)(3) of the Emergency Economic Stabilization 

Act of 2008). 

(f) Once the final contents of Schedule A have been confirmed, with such 

adjustments thereto as may be necessary, in accordance with this Section 5, the U.S. Federal Parties shall 

in good faith review the assessment of projected life time losses, taking into account any such adjustments 

of Covered Assets included on such Schedule (but disregarding, in assessing the projected life time loss 

for any Covered Asset with an Effective Time on January 15, 2009, any losses occurring prior to January 

15, 2009). The results of the assessment to be conducted during the confirmatory process shall be used by 

the U.S. Federal Parties in good faith by taking the projected life time loss for the Covered Assets and 

subtracting out the Citigroup Deductible as in effect on the date of this Agreement (taking into account 

any changes to the amount of reserves included in the Citigroup Deductible as a result of the confirmation 

process but excluding the amount agreed by the parties hereto prior to the date of this Agreement as

contributed in exchange for the release of Hedge Agreements). The U.S. Federal Parties' loss projections 

for the Covered Assets shall be devised in good faith and in their sole discretion by: 

(A) projecting life time losses under conservative assumptions in a base case (as opposed to a 

stress case) from a November 21, 2008 perspective; 

(B) employing, where applicable depending on the asset class, methods including 

econometric modeling, analysis of collateral-specific attributes and historical performance, thirdparty market qualitative and quantitative research, discounted cash-flow analysis, examination of 

indentures and other deal documents, stratification and statistical analysis of Citigroup portfolios, 

and historical asset class performance at Citigroup and generally in the industry; 

(C) conducting one or more meetings and discussions with Citigroup to provide Citigroup a 

reasonable opportunity to explain (x) Citigroup’s loss projections for each asset class, and (y) 

general Citigroup management practices, underwriting, and loss mitigation approaches for each 

asset class; and 

(D) using overall methodology consistent with the methodology used by the U.S. Federal 

Parties to set the original Citigroup Deductible. 

After finishing the foregoing calculation, the U.S. Federal Parties shall notify Citigroup of the result, 

including the loss projections for the Covered Assets. If this calculation results in a positive number, 

adjustments shall be made, in direct proportion to any increased projected loss, to the Citigroup 

Deductible or to the composition of the Covered Assets as identified on such Schedule in accordance with 

the provisions of Section 5.2(d), or additional loss protection shall be provided in another form acceptable 

to the U.S. Federal Parties. The decision as to how best to effect the adjustments or additions described in 

this section (i.e., through increase to the Citigroup Deductible, change in pool composition or otherwise) 

shall be made in consultation with Citigroup. For the avoidance of doubt, there will not be any 

downward adjustment to the Citigroup Deductible. 

(g) After such adjustments or additions are made in accordance with Section 5.2 (f) 

the projected loss analysis shall be used by Treasury in making a final actuarial calculation as required by 

such Section 102(c)(3). After taking into account any such adjustments or additions, and after Treasury 

consults with FDIC, Citigroup shall issue such additional shares of preferred stock as are necessary to 

ensure Treasury’s compliance with Section 102(c)(3)), as determined by Treasury, to Treasury. In the 

event that Citigroup issues additional shares of preferred stock to Treasury as provided for in this 

paragraph, Citigroup shall also issue to FDIC that number of shares of Citigroup Preferred Stock as may 

be necessary to cause the ratio of shares of Citigroup Preferred Stock owned by each of Treasury and 

 18 
FDIC after the issuances under this Section 5.2(g) to equal the ratio that existed prior to such issuances. 

Citigroup shall also issue Treasury a warrant to purchase common stock for an aggregate exercise value 

of 10% of the Citigroup Preferred Stock issued to Treasury pursuant to this paragraph. 

Citigroup shall issue (1) to each of Treasury and FDIC additional shares of Citigroup Preferred Stock 

with an aggregate liquidation value equal to the product of (x) the dividends that would have accrued on 

the shares of Citigroup Preferred Stock to be issued pursuant to Section 5.2 from November 21, 2008 to 

the date of issuance of such shares had such shares been issued on November 21, 2008, and (y) a fraction 

the numerator of which is the Adjusted Baseline Value of the Covered Assets having an effective Time of 

November 21, 2008 and the denominator of which is the Adjusted Baseline Value of all covered Assets, 

and (2) to Treasury a warrant to purchase common stock for an aggregate exercise value of 10% of the 

Citigroup Preferred Stock issued to Treasury pursuant to Section 5.2. 

5.3 Other Exclusions. If at any other time during the term of this Master Agreement 

any Citigroup Ring-Fence Entity or any of the U.S. Federal Parties becomes aware of the existence of any 

asset improperly included as a “Covered Asset”, such Citigroup Ring-Fence Entity or U.S. Federal Party 

(as applicable) shall promptly report the same to the other parties hereto, Schedule A shall be amended as 

appropriate and all actions required under Section 5.4 shall be taken. 

5.4 Effects of Exclusion. In the event any adjustment is made to Schedule A 

pursuant to this Section 5 and the FRBNY Available Amount or any purported Loss or Covered Loss is 

subsequently determined, on the basis of any such adjustment pursuant to this Section 5, to have been 

improperly calculated, all calculations previously made under this Master Agreement shall be recalculated 

promptly to the extent necessary to put the parties in the same economic position they would been in had 

the FRBNY Available Amount, Loss or Covered Loss been properly calculated. If Citigroup has received 

funds in excess of the amount to which it would have otherwise been entitled from any of the U.S. 

Federal Parties, it shall promptly reimburse each of the relevant U.S. Federal Parties in the amount of 

such excess; provided, that if Citigroup shall be unable to reimburse each of the relevant U.S. Federal 

Parties in full, it shall reimburse them in the order of priority specified in Section 7.2. It is understood 

that in the event any asset has been pledged by Citigroup to FRBNY pursuant to Section 10.3(d) that is 

subsequently determined to have been improperly included as a “Covered Asset,” FRBNY shall have no 

obligation to release its lien on such asset until such time as it shall have been reimbursed in full to the 

extent required under this Section 5.4. 

5.5 Foreign Assets. Within 30 calendar days of any Calendar Quarter in which 

Citigroup incurs a Loss, Citigroup shall review and confirm that no Covered Asset consisting of an assetbacked security in respect of which a Loss was incurred in such Calendar Quarter was a “Foreign Asset” 

within clause (g) of the definition of that term as of the last day of such Calendar Quarter. If Citigroup 

identifies any such asset-backed security as a “Foreign Asset”, it shall promptly report the same to the 

other parties hereto. For purposes of calculating any Loss hereunder in respect of such Covered Asset 

incurred prior to the FRBNY Funding Date (but, for the avoidance of doubt, not any Loss or Post 

Coverage Period Loss subsequent to the FRBNY Funding Date), Citigroup shall only be entitled to claim 

an amount of Loss equal to the same percentage of the full amount of the Loss incurred on such Covered 

Asset as the aggregate value of the underlying assets securing such security that are obligations of U.S. 

Persons is of the total value of all ultimate underlying assets securing such security. 

SECTION 6. DETERMINATION OF COVERED LOSSES 

6.1 Quarterly Calculations. Within 30 calendar days after the end of each Calendar 

Quarter, Citigroup shall calculate, in each case in accordance with this Section 6: (a) the Adjusted 

Baseline Value of each Covered Asset as of the end of such Calendar Quarter; (b) the aggregate Losses 

incurred by the Citigroup Ring-Fence Entities in respect of each Covered Asset in such Calendar Quarter; 

(c) the aggregate Recoveries received by the Citigroup Ring-Fence Entities in respect of each Covered 

 19 
Asset in such Calendar Quarter; (d) the aggregate Gains recognized by the Citigroup Ring-Fence Entities 

in respect of each Covered Asset in such Calendar Quarter; and (e) the Citigroup Quarterly Net Loss and 

the Covered Loss (if any) incurred by the Citigroup Ring-Fence Entities in such Calendar Quarter. 

6.2 Adjusted Baseline Value. As of any date of calculation, the “Adjusted Baseline 

Value” of each Covered Asset shall be equal to: (a) the Baseline Value of such Covered Asset plus (b) in 

the case of any Covered Loan, the Baseline Value of any Citigroup Ring-Fence Entity Loan Commitment 

Advances made in respect of such Covered Loan subsequent to the Effective Time minus (c) all Losses 

incurred by the Citigroup Ring-Fence Entities on such Covered Asset subsequent to the Effective Time 

minus (d) all principal payments and fees received with respect to such Covered Asset subsequent to the 

Effective Time minus (e) all Hedging Proceeds received by the Citigroup Ring-Fence Entities in respect 

of such Covered Asset subsequent to the Effective Time; provided that (i) no increase to “Adjusted 

Baseline Value” shall be made to reflect any amounts specified in clause (b) at any time subsequent to the 

FRBNY Funding Date and (ii) at no time shall any increase to “Adjusted Baseline Value” be made 

pursuant to clause (b) to the extent, as a result of such increase, the aggregate Adjusted Baseline Values of 

all Covered Assets, when taken together with the Citigroup Ring-Fence Entity Commitment Values of all 

the Citigroup Ring-Fence Entity Loan Commitments and Citigroup Ring-Fence Entity Wholly Unfunded 

Commitments, would exceed $301,000,000,000. The “Adjusted Baseline Value” of any Replacement 

Covered Asset shall initially be determined in accordance with Section 6.8 hereof, and thereafter in 

accordance with this Section 6.2. For the avoidance of doubt, it is understood that in no event shall 

Adjusted Baseline Value be increased for any accretion of value of a Covered Accrual Basis Asset.

6.3 Losses. A “Loss” in respect of any Covered Asset shall be equal to (as 

applicable and without duplication): (a) the amount of any Charge-Off (up to a maximum of the Adjusted 

Baseline Value of such Covered Asset) taken on such Covered Asset by a Citigroup Ring-Fence Entity 

subsequent to the Effective Time; (b) with respect to any Covered Asset Disposed of by a Citigroup RingFence Entity in a Permitted Disposition subsequent to the Effective Time, the amount (if any) by which 

the Adjusted Baseline Value of such Covered Asset as of the date of the Permitted Disposition exceeds 

the proceeds from such Permitted Disposition (it being understood that in the case of any Covered Asset 

Disposed of in part, “Loss” shall be calculated as the amount (if any) by which the portion of the Adjusted 

Baseline Value of such Covered Asset that ratably corresponds to the portion of such Covered Asset 

being Disposed exceeds the proceeds from such Permitted Disposition); (c) with respect to any Covered 

Asset maturing subsequent to the Effective Time (including as a result of acceleration), the amount (if 

any) by which the Adjusted Baseline Value of such Covered Asset immediately prior to its maturity 

exceeds the principal payments and fees received by any Citigroup Ring-Fence Entity in connection with 

its maturity; (d) the amount of any Foreclosure Loss in respect of such Covered Asset (up to a maximum 

of the Adjusted Baseline Value of such Covered Asset) subsequent to the Effective Time; (e) the amount 

of any Short-Sale Loss in respect of such Covered Asset (up to a maximum of the Adjusted Baseline 

Value of such Covered Asset) subsequent to the Effective Time; and (f) with respect to any Asset 

Exchanges in respect of a Covered Asset, the amount (if any) by which the Adjusted Baseline Value of 

such Covered Asset as of the date of the relevant Asset Exchange exceeds the Exchange Value of all 

Exchange Assets acquired in respect of such Covered Asset (whether Replacement Covered Assets or 

Ineligible Exchange Assets). For the avoidance of doubt, in no event shall the term “Loss” be deemed to 

include any loss resulting from (i) the application of Fair Value accounting to any Covered Asset on or 

prior to the Effective Time, (ii) any unrealized “mark to market” losses subsequent to the Effective Time 

or (iii) any liabilities, losses, penalties, costs or expenses incurred in connection with any financing 

arrangements or unwinding of financing arrangements in respect of any Covered Asset.

6.4 Recoveries. “Recoveries” in respect of any Covered Asset shall be equal to the 

sum of the following items (without duplication), up to the aggregate amount of Losses incurred on such 

Covered Asset at such time: (i) all amounts collected by any Citigroup Ring-Fence Entity on Charge-Offs 

of such Covered Asset plus (ii) the amount of all fees and other consideration received by any Citigroup 

Ring-Fence Entity in connection with any amendment, modification, renewal, extension, refinancing, 

 20 
restructuring, commitment or other similar action taken by such Citigroup Ring-Fence Entity with respect 

to such Covered Asset in respect of which any Charge-Off has been taken by any Citigroup Ring-Fence 

Entity (provided, that the amount of any such fees or other consideration counted as a “Recovery” shall 

not exceed the aggregate amount of the related Charge-Offs taken and any Recovery Expenses related 

thereto); plus (iii) all amounts collected by any Citigroup Ring-Fence Entity in respect of any other 

Losses incurred on such Covered Asset plus (iv) if such Covered Asset is pledged to FRBNY pursuant to 

Section 10.3(d), all amounts received by FRBNY upon any sale, collection from, or other realization upon 

such Covered Asset in accordance with the Security Documents; minus (iv) the Recovery Expenses 

incurred by the Citigroup Ring-Fence Entities in respect of such Covered Asset plus (v) any amounts 

collected by the Citigroup Ring-Fence Entities that reimburse Recovery Expenses previously incurred by 

them in respect of such Covered Asset; provided, “Recoveries” shall not include any cash interest 

payments received by the Citigroup Ring-Fence Entities permitted to be retained for their account 

pursuant to Section 7.4(c). For the avoidance of doubt, it is understood that “Recoveries” shall also not 

include any amounts advanced to Citigroup by Treasury or FDIC pursuant to Sections 2 or 3 of this 

Master Agreement or borrowed by Citigroup pursuant to Section 4 of this Master Agreement. 

6.5 Gains. “Gains” in respect of any Covered Asset shall be equal to the amount (if 

any) by which: (a) the sum of (i) all amounts received in cash subsequent to the Effective Time by any 

Citigroup Ring-Fence Entity upon any sale, collection from, or other realization upon such Covered Asset 

(including all Hedging Proceeds in respect of such Covered Asset, but excluding any cash interest 

payments received by the Citigroup Ring-Fence Entities permitted to be retained for their account 

pursuant to Section 7.4(c)) and (ii) if such Covered Asset is pledged to FRBNY pursuant to Section 

10.3(d), all amounts received in cash by FRBNY upon any sale, collection from, or other realization upon 

such Covered Asset exceeds (b) the Adjusted Baseline Value of such Covered Asset. With respect to any 

Asset Exchanges in respect of a Covered Asset, a “Gain” shall be equal to the amount (if any) by which 

the aggregate Exchange Values of all Exchange Assets acquired in respect of such Covered Asset 

(whether Replacement Covered Assets or Ineligible Exchange Assets) exceeds the Adjusted Baseline 

Value of such Covered Asset as of the date of the relevant Asset Exchange. 

6.6 Citigroup Quarterly Net Losses. For any Calendar Quarter, a “Citigroup 

Quarterly Net Loss” shall be equal to the amount (if any) by which (a) all Losses incurred by the 

Citigroup Ring-Fence Entities on all Covered Assets in such Calendar Quarter exceed (b) the sum of all 

Recoveries and Gains realized by the Citigroup Ring-Fence Entities on all Covered Assets in such 

Calendar Quarter. 

6.7 Covered Losses. For any Calendar Quarter, a “Covered Loss” shall be equal to 

90% of any Citigroup Quarterly Net Loss for that quarter, but only to the extent that such Citigroup 

Quarterly Net Loss, when taken together with all prior Citigroup Quarterly Net Losses incurred on a 

cumulative basis by the Citigroup Ring-Fence Entities subsequent to the Effective Time, exceeds the 

Citigroup Deductible; provided, that in no event shall any Loss arising from a failure by any Citigroup 

Ring-Fence Entity to manage the Covered Assets in accordance with the Governance and Asset 

Management Guidelines be considered in calculating a Citigroup Quarterly Net Loss or a Covered Loss 

hereunder. 

6.8 Effects of Asset Exchanges on Calculations. (a) In the event any Citigroup 

Ring-Fence Entity acquires one or more Exchange Assets in an Asset Exchange, Citigroup shall promptly 

determine whether each such Exchange Asset satisfies the criteria for a Replacement Covered Asset, in 

which case such Exchange Asset shall be a Replacement Covered Asset (and therefore a Covered Asset 

for purposes of this Master Agreement), or whether such asset is an Ineligible Exchange Asset, in which 

case such asset shall not be eligible for loss-sharing coverage under this Master Agreement. 

(b) In connection with its acquisition of any Exchange Asset, Citigroup shall value 

such asset for purposes of this Master Agreement in accordance with then applicable accounting 

 21 
principles and valuation policies applied by Citigroup to its assets generally and consistent with the 

Governance and Asset Management Guidelines (such value, the “Exchange Value”) and shall determine 

on the basis of such Exchange Value whether as a result of such Asset Exchange, the applicable Citigroup 

Ring-Fence Entity has incurred a Loss or realized a Gain in accordance with the terms of Sections 6.3 and 

6.5. For the avoidance of doubt, any Gain realized by a Citigroup Ring-Fence Entity as a result of any 

Asset Exchange shall be applied as required under Section 7 (in the case of any Ineligible Exchange 

Asset, as set forth in Section 6.8(d)). 

(c) Immediately following the determinations in Section 6.8(b), Citigroup shall 

calculate an initial Adjusted Baseline Value for each Replacement Covered Asset. 

(i) In the case of any single Replacement Covered Asset acquired in respect of a Covered 

Asset, such Replacement Covered Asset shall be deemed to have an initial Adjusted Baseline Value equal 

to either: 

(A) if such Replacement Covered Asset has an Exchange Value that is equal to or 

less than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered Asset 

for which it was exchanged, such Replacement Covered Asset’s Exchange Value; or 

(B) if such Replacement Covered Asset has an Exchange Value that is greater than 

the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered Asset for 

which it was exchanged, the Adjusted Baseline Value (as of the date of the Asset Exchange) of 

the Covered Asset for which it was exchanged. 

(ii) In the case of multiple Exchange Assets acquired in respect of a Covered Asset all of 

which are Replacement Covered Assets, each such Replacement Covered Asset shall be deemed to have 

an initial Adjusted Baseline Value equal to either: 

(A) if the sum of the Exchange Values of the Replacement Covered Assets is equal to 

or less than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered 

Asset for which they were exchanged, such Replacement Covered Asset’s Exchange Value; or 

(B) if the sum of the Exchange Values of the Replacement Covered Assets is greater 

than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered Asset for 

which they were exchanged, such Replacement Covered Asset’s ratable portion (taking in 

account the Exchange Values of all the Replacement Covered Assets acquired in such Asset 

Exchange) of the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered 

Asset for which it was exchanged. 

(iii) In the case of multiple Exchange Assets acquired in respect of a Covered Asset not all of 

which are Replacement Covered Assets, each such Replacement Covered Asset acquired in such Asset 

Exchange shall be deemed to have an initial Adjusted Baseline Value equal to either: 

(A) if the sum of the Exchange Values of the Replacement Covered Assets is equal to 

or less than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered 

Asset for which they were exchanged, such Replacement Covered Asset’s Exchange Value; or 

(B) if the sum of the Exchange Values of the Replacement Covered Assets is greater 

than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered Asset for 

which they were exchanged, such Replacement Covered Asset’s ratable portion (taking in 

account the Exchange Values of all the Replacement Covered Assets and excluding the Exchange 

Values of any Ineligible Exchange Assets acquired in such Asset Exchange) of the Adjusted 

Baseline Value (as of the date of the Asset Exchange) of the Covered Asset for which it was 

exchanged. 

 22 
(iv) For the avoidance of doubt, it is understood that the initial Adjusted Baseline Value of 

any Replacement Covered Asset (or group of Replacement Covered Assets) calculated in accordance with 

this Section 6.8 shall never be greater than the Adjusted Baseline Value of the Covered Asset for which it 

was exchanged as of the date of such Asset Exchange. 

(d) In the case of any acquisition by a Citigroup Ring-Fence Entity of an Ineligible 

Exchange Asset in any Calendar Quarter, Citigroup shall pay in cash (i) in the case of any such 

acquisition prior to the FRBNY Funding Date, a portion of the Exchange Value of such Ineligible 

Exchange Asset equal to any Gain required to be applied, as part of any Excess Recoveries or Gains, 

under Section 7.1 within 30 calendar days of such Calendar Quarter (and such cash shall be applied as 

required under Section 7.1) or (ii) in the case of any such acquisition on or subsequent to the FRBNY 

Funding Date, 90% of the Exchange Value of such Ineligible Exchange Asset within 30 calendar days of 

such Calendar Quarter (and such cash shall be applied as required under Section 7.2). 

 (e) Each calculation, valuation or other determination made by Citigroup pursuant to 

this Section 6.8 shall be subject to the review of the U.S. Federal Parties. 

6.9 Effects of Exchange Rates on Calculations. For purposes of making any 

calculation required under this Section 6 or otherwise under this Master Agreement, Citigroup shall use 

the Dollar Equivalent of any relevant amounts in respect of Covered Assets denominated in currencies 

other than Dollars. 

SECTION 7. APPLICATION OF RECOVERIES, GAINS AND OTHER AMOUNTS 

7.1 Application Prior to the FRBNY Funding Date. Within 30 calendar days of each 

Calendar Quarter ending prior to the FRBNY Funding Date in which the Citigroup Ring-Fence Entities 

have received Excess Recoveries or Gains in respect of the Covered Assets, Citigroup shall apply 90% of 

such Excess Recoveries or Gains as follows (it being understood that the remaining 10% may be retained 

by Citigroup): 

(a) First, to reimburse FDIC for any outstanding FDIC Advances; 

(b) Second, to reimburse Treasury for any outstanding Treasury Advances; 

(c) Third, to reimburse Treasury and FDIC (on a ratable basis) for any costs, 

expenses, indemnities or other amounts to which they are entitled under this Master Agreement; and 

(d) Fourth, to reduce, on a dollar for dollar basis, the sum of all Citigroup Quarterly 

Net Losses deemed to have been incurred by Citigroup in or prior to such Calendar Quarter for purposes 

of determining whether such Citigroup Quarterly Net Losses equal or exceed the Citigroup Deductible; 

provided that if no Citigroup Quarterly Net Losses have been incurred in or prior to such Calendar 

Quarter (or the sum of such Citigroup Quarterly Net Losses has been reduced to zero pursuant to this 

clause (d)), any remaining Excess Recoveries or Gains shall be accounted for by Citigroup to offset any 

future Citigroup Quarterly Net Losses in subsequent Calendar Quarters in direct chronological order. 

7.2 Application Subsequent to the FRBNY Funding Date. Within 30 calendar days 

of each Calendar Quarter ending subsequent to the FRBNY Funding Date in which any Citigroup RingFence Entity or FRBNY (upon its exercise of remedies under the Security Documents), as the case may 

be, has received any amounts in respect of any Covered Asset (other than interest payments permitted to 

be retained for the account of the Citigroup Ring-Fence Entities to the extent provided in Section 7.4), 

Citigroup or FRBNY (as applicable) shall apply 90% of such proceeds as follows (it being understood 

that the remaining 10% may be retained by, or shall be paid by FRBNY to, Citigroup, as applicable): 

(a) First, to repay the outstanding principal amount of the FRBNY Loan; 

 23 
(b) Second, to pay any accrued and unpaid interest on the FRBNY Loan; 

(c) Third, to reimburse FDIC for any outstanding FDIC Advances; 

(d) Fourth, to reimburse Treasury for any outstanding Treasury Advances; and 

(e) Fifth, to reimburse each of the U.S. Federal Parties (on a ratable basis) for any 

costs, expenses, indemnities or other amounts to which they are entitled under this Master Agreement or 

any other Program Document. 

Any amounts remaining after application in accordance with this Section 7.2 may be 

retained by Citigroup; provided that if the application of any proceeds pursuant to this Section 7.2 is made 

by FRBNY following its exercise of remedies under the Security Documents, 90% of any remaining 

amounts shall be retained by FRBNY. 

7.3 Effect on Treasury and FDIC Available Amounts. Any amounts reimbursed to 

Treasury or FDIC pursuant to Section 7.1 shall be available for further Treasury Advances or FDIC 

Advances as applicable, subject to the terms and conditions of this Master Agreement (but, for the 

avoidance of doubt, no amounts repaid to FRBNY shall be available for any further FRBNY loans and no 

amounts reimbursed to Treasury or FDIC pursuant to Section 7.2 shall be available for further Treasury 

Advances or FDIC Advances). 

7.4 Non-Recourse Obligations. (a) Subject to Section 7.4(b), notwithstanding 

anything to the contrary in this Master Agreement and the other Program Documents, (i) no Citigroup 

Ring-Fence Entity shall have any obligation to reimburse or repay (as applicable) any outstanding 

Citigroup Non-Recourse Obligations except to the extent provided in this Section 7 and the Security 

Documents and (ii) the Citigroup Non-Recourse Obligations are solely the obligations of Citigroup and, 

to the extent provided in the Security Documents, the Citigroup Ring-Fence Affiliates and shall be 

payable solely out of the Covered Assets. No recourse shall be had for the payment of any Citigroup 

Non-Recourse Obligations against any holder of Capital Stock, employee, officer or Affiliate of Citigroup 

(provided that the foregoing shall not relieve any such person or entity from any liability it might 

otherwise have as a result of fraudulent actions taken or omissions by it). 

(b) All of the Citigroup Loan Obligations (other than those Citigroup Loan 

Obligations constituting Citigroup Non-Recourse Obligations) shall be with full recourse to the Citigroup 

Ring-Fence Entities and shall not be subject to the limitations of Section 7.4(a). 

(c) For the avoidance of doubt, it is understood that all interest payments (as 

determined in accordance with applicable accounting principles and regardless of how characterized 

under the terms of the applicable Covered Asset) received in cash by the Citigroup Ring-Fence Entities in 

respect of the Covered Assets (and not including any accretion of discount in accordance with applicable 

accounting principles) shall be solely for the account of the Citigroup Ring-Fence Entities; provided that 

if at any time subsequent to the FRBNY Funding Date any Event of Default shall have occurred and be 

continuing, the U.S. Federal Parties shall have the right to receive such cash interest payments and such 

payments shall be applied as set forth in Section 7.2. 

(d) The provisions of this Section 7.4 shall survive the termination or expiration of 

this Master Agreement. 

7.5 Citigroup Payments to the U.S. Federal Parties. Any amounts required to be 

applied by Citigroup under Section 7.1 or 7.2 to reimburse any of the U.S. Federal Parties shall be paid by 

Citigroup to the account designated by FRBNY in writing to Citigroup from time to time. Citigroup shall 

include with each such payment directions to FRBNY as to the allocation of amounts among the U.S. 

Federal Parties (which allocation shall be made in accordance with the order of payments specified in 

 24 
Section 7.1 or 7.2 (as applicable)). Upon its receipt of any funds from Citigroup, FRBNY shall promptly 

distribute such funds in accordance with Citigroup’s directions. 

7.6 Allocation of Payments. Amounts applied under Section 7.2 to repay the 

outstanding principal amount of the FRBNY Loan shall be allocated to the Installment Balance in 

proportion to the fraction of the FRBNY Loan represented by such Installment Balance as of the date of 

repayment. 

SECTION 8. CERTAIN LIMITATIONS 

8.1 Limitation on Loss Payment and Calculations. (a) The U.S. Federal Parties 

shall not be required to give effect to and shall have the right to challenge or correct any calculation by 

Citigroup under the Master Agreement that the U.S. Federal Parties determine, in their good faith 

judgment, based upon the requirements of the Program Documents, has not been properly determined by 

Citigroup. Such calculations shall include, without limitation, determinations of Adjusted Baseline 

Value, amounts applied toward the Citigroup Deductible, Exchange Value, calculations relating to 

Foreign Asset status, Foreclosure Loss, Gains, Hedging Proceeds, Loss, Recoveries and Recovery 

Expenses. Each of the U.S. Federal Parties and Citigroup shall seek to resolve any disagreement relating 

to such calculations expeditiously and in good faith. If the parties are unable to resolve any such 

objection within 30 calendar days of commencing good faith discussions, the calculation as determined 

by the U.S. Federal Parties shall prevail and the parties shall make such accounting adjustments and 

payments as may be necessary to give retroactive effect to such corrections. 

(b) Without in any way limiting the foregoing Section 8.1(a), the U.S. Federal 

Parties shall not be required to make any payments under the Master Agreement with respect to any 

Charge-Off (or otherwise give effect to any Charge-Off) of a Covered Asset that the U.S. Federal Parties 

determine was improperly taken by Citigroup in violation of the requirements of the Program Documents. 

In the event that the U.S. Federal Parties do not make any payment with respect to, or otherwise give any 

effect to, any Charge-Off of a Covered Asset pursuant to this Section or determine that a payment or any 

calculation based on a Charge-Off was improperly made, Citigroup and the U.S. Federal Parties shall 

make such accounting adjustments and payments as may be necessary to give retroactive effect to such 

corrections. 

 

(c) No Covered Asset shall be treated as such for purposes of calculating a Loss with 

respect thereto (a) after Citigroup makes any additional advance, commitment or increase in the amount 

of a commitment with respect to such Covered Asset that does not constitute a Citigroup Ring-Fence 

Entity Loan Commitment Advance, (b) after Citigroup makes any amendment, modification, renewal or 

extension to such Covered Asset that does not constitute a Permitted Amendment, or (c) after Citigroup 

has managed, administered or collected any Related Asset (as such term is defined in Section 5.3 of the 

Governance and Asset Management Guidelines) in any manner which would have the effect of increasing 

the amount of any collections with respect to the Related Asset to the detriment of the Covered Asset to 

which such asset is related; provided, that if Citigroup shall thereafter promptly cure any such condition 

specified in clause (a), (b) or (c) to the satisfaction of the U.S. Federal Parties, such Covered Asset shall 

once again be eligible for loss-sharing coverage to the full extent permitted under this Master Agreement; 

and provided, further, that any such Covered Asset that has been the subject of Charge-Offs prior to the 

taking of any action described in clause (a), (b), or (c) of this Section by Citigroup shall be treated as a 

Covered Asset for the purpose of calculating Recoveries and Gains with respect to such Covered Asset 

under this Master Agreement. 

 

(d) Notwithstanding any other provision of the Program Documents, the U.S. 

Federal Parties may withhold payment for any amounts included in a Quarterly Certificate delivered 

pursuant to Section 3.3 of the Governance and Asset Management Guidelines, if, in their good faith 

judgment, there is a reasonable basis for denying the eligibility of an item for which reimbursement or 

 25 
payment is sought under the Master Agreement. In such event, the U.S. Federal Parties shall provide a 

written notice to Citigroup detailing the grounds for withholding such payment. At such time as Citigroup 

demonstrates to the reasonable satisfaction of the U.S. Federal Parties that the grounds for such 

withholding of payment, or portion of payment, no longer exist or have been cured, then the relevant U.S. 

Federal Party shall pay Citigroup the amount withheld which the relevant U.S. Federal Party reasonably 

determines is eligible for payment, within fifteen (15) Business Days. 

SECTION 9. REPRESENTATIONS AND WARRANTIES 

Citigroup hereby represents and warrants, on behalf of itself and the Citigroup RingFence Affiliates, and each Citigroup Ring-Fence Affiliate represents and warrants on behalf of itself, to 

each of the U.S. Federal Parties that: 

9.1 Existence; Compliance with Law. Each of the Citigroup Ring-Fence Entities (a) 

is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, 

(b) has the power and authority, and the legal right, to own its assets and to transact the activities in which 

it is permitted to engage, (c) is duly qualified as a foreign organization and in good standing under the 

laws of each jurisdiction where the character of its property, the nature of its business and the 

performance of its obligations made such qualification necessary and (d) is in compliance in all material 

respects with all Requirements of Law, except in the case of clauses (b), (c) or (d) as could not reasonably 

be expected to have a Material Adverse Effect. 

9.2 Power; Authorization; Enforceable Obligations. Each Citigroup Ring-Fence 

Entity has the power and authority, and the legal right, to make, deliver and perform the Program 

Documents to which it is, or will become, a party and, in the case of Citigroup, to borrow the FRBNY 

Loan hereunder. Each Citigroup Ring-Fence Entity has taken all necessary organizational action to 

authorize the execution, delivery and performance of the Program Documents to which it is, or will 

become, a party and to authorize the borrowing of the FRBNY Loan on the terms and conditions of this 

Master Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, 

any Governmental Authority or any other Person is required in connection with the transactions and the 

borrowing of the FRBNY Loan hereunder or with the execution, delivery, performance, validity or 

enforceability of this Master Agreement or any of the Program Documents to which any Citigroup RingFence Entity is, or will become, a party, except (i) consents, authorizations, filings and notices as have 

been obtained or made and are in full force and effect, (ii) the filings referred to in the Security 

Documents and (iii) consents, authorizations, filings and notices the failure of which to obtain could not 

reasonably be expected to have a Material Adverse Effect. Each Program Document to which any 

Citigroup Ring-Fence Entity is, or will become, a party has been duly executed and delivered on behalf of 

such entity. This Master Agreement constitutes, and each other Program Document to which any 

Citigroup Ring-Fence Entity is, or will become, a party, upon execution, will constitute, a legal, valid and 

binding obligation of such entity, enforceable against such entity in accordance with its terms, except as 

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles 

(whether enforcement is sought by proceedings in equity or at law). 

9.3 No Legal Bar. The execution, delivery and performance of this Master 

Agreement and the other Program Documents to which any Citigroup Ring-Fence Entity is, or will 

become, a party, the borrowing of the FRBNY Loan hereunder and the use of the proceeds of any 

Treasury Advance, FDIC Advance or the FRBNY Loan will not violate, and will not result in, or require 

the creation or imposition of any Lien (other than any Lien created by the Security Documents) on any of 

its properties, assets or revenues under, (a) any Requirement of Law or (b) any Contractual Obligation, 

except with respect to clause (b) to the extent that any violation of such Contractual Obligation could not 

reasonably be expected to have a Material Adverse Effect. 

 26 
9.4 Litigation. No litigation, investigation or proceeding of, or before, any arbitrator 

or Governmental Authority is pending or, to the knowledge of Citigroup, threatened by or against any 

Citigroup Ring-Fence Entity or against any of such Citigroup Ring-Fence Entity’s properties, assets or 

revenues, except as could not reasonably be expected to have a Material Adverse Effect. 

9.5 No Default. Except as could not reasonably be expected to have a Material 

Adverse Effect, no Citigroup Ring-Fence Entity is in default under or with respect to any of its 

Contractual Obligations. 

9.6 Taxes. Except as could not, either individually or in the aggregate, reasonably be 

expected to have a Material Adverse Effect, each of the Citigroup Ring-Fence Entities has filed or caused 

to be filed all Federal, state and other tax returns that are required to be filed and has paid all taxes shown 

to be due and payable on said returns or on any assessments made against it or any of its property and all 

other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority. 

No tax Liens have been filed, and, to the knowledge of Citigroup, no claims are being asserted, with 

respect to any such tax, fee or other charge, except those that are being contested in good faith by 

appropriate proceedings diligently conducted for which appropriate reserves have been established in 

accordance with GAAP. 

9.7 Federal Regulations. None of the Covered Assets pledged pursuant to any 

Security Document constitutes “margin stock” within the meaning of such term under Regulation U. 

9.8 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, 

when taken together with all other such ERISA Events for which liability is reasonably expected to occur, 

could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated 

benefit obligations under each Plan (based on the assumptions used for purposes of Statement of 

Financial Accounting Standards No. 158) did not, as of the date of the most recent financial statements 

reflecting such amounts, exceed the current fair market value of the assets of such Plan by an amount that 

could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and the 

present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions 

used for purposes of Statement of Financial Accounting Standards No. 158) did not, as of the date of the 

most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all 

such underfunded Plans by an amount that could reasonably be expected to have, individually or in the 

aggregate, a Material Adverse Effect. 

9.9 Investment Company Act; Other Regulations. None of the Citigroup Ring-Fence 

Entities is required to be registered as an “investment company” under the Investment Company Act of 

1940, as amended. 

9.10 Accuracy of Information, Etc. Each statement and any information contained in 

this Master Agreement, any other Program Document or any other document, certificate or statement 

furnished by or on behalf of any Citigroup Ring-Fence Entity to any of the U.S. Federal Parties for use in 

connection with the transactions contemplated by this Master Agreement or the other Program 

Documents, is accurate in all material respects as of the date such statement, information, document or 

certificate was so furnished. 

9.11 Security Documents. The provisions of the Security Documents are effective to 

create in favor of FRBNY a legal, valid and enforceable first priority Lien (subject to no other Liens 

except Permitted Liens) on all right, title and interest of the Citigroup Ring-Fence Entities in the Covered 

Assets described therein. Except for filings or other actions contemplated by the Security Documents, no 

filing or other action will be necessary to perfect or protect such Liens. 

 27 
SECTION 10. CONDITIONS PRECEDENT 

10.1 Conditions to Treasury Advances. The agreement of Treasury to make any 

Treasury Advance is subject to the satisfaction or waiver (in Treasury’s sole discretion), prior to or 

concurrently with the making of such Treasury Advance, of the following conditions precedent: 

(a) Citigroup Deductible. Subsequent to the close of business on November 21, 

2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a cumulative basis, an amount of 

Citigroup Quarterly Net Losses equal to or greater than the Citigroup Deductible and (ii) provided 

documentation evidencing the incurrence of such Citigroup Quarterly Net Losses satisfactory to Treasury 

with respect thereto; 

(b) Representations and Warranties. Each of the representations and warranties 

made by each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and correct in all 

material respects on and as of the date such Treasury Advance is made as if made on and as of such date 

and each of the other representations and warranties made by each Citigroup Ring-Fence Entity in Section 

9 shall be true and correct in all material respects as of the date made; 

(c) No Event of Default. No Event of Default shall have occurred and be continuing 

on such date or after giving effect to the Treasury Advance to be made on such date; 

(d) Loss Claim. Treasury shall have timely received a fully executed Loss Claim in 

accordance with the requirements of Section 2.2; and 

(e) Other. Treasury shall have received (i) all reports required to be delivered by 

Citigroup under the Governance and Asset Management Guidelines prior to the date such Treasury 

Advance is made that are in Treasury’s judgment material to the making of such Treasury Advance and 

(ii) such legal opinions of outside counsel, certificates of resolutions or other action, incumbency 

certificates, organizational and governing documents and evidence of valid existence and good standing 

as it reasonably may require. 

10.2 Conditions to FDIC Advances. The agreement of FDIC to make any FDIC 

Advance is subject to the satisfaction or waiver (in FDIC’s sole discretion), prior to or concurrently with 

the making of such FDIC Advance, of the following conditions precedent: 

(a) Citigroup Deductible. Subsequent to the close of business on November 21, 

2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a cumulative basis, an amount of 

Citigroup Quarterly Net Losses equal to or greater than the Citigroup Deductible and (ii) provided 

documentation evidencing the incurrence of such Citigroup Quarterly Net Losses satisfactory to FDIC 

with respect thereto; 

(b) Treasury Advances. There shall be $5,000,000,000 of outstanding Treasury 

Advances; 

(c) Representations and Warranties. Each of the representations and warranties 

made by each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and correct in all 

material respects on and as of the date such FDIC Advance is made as if made on and as of such date and 

each of the other representations and warranties made by each Citigroup Ring-Fence Entity in Section 9 

shall be true and correct in all material respects as of the date made; 

(d) No Event of Default. No Event of Default shall have occurred and be continuing 

on such date or after giving effect to the FDIC Advance to be made on such date; 

 28 
(e) Loss Claim. FDIC shall have timely received a fully executed Loss Claim in 

accordance with the requirements of Section 3.2; and 

(f) Other. FDIC shall have received (i) all reports required to be delivered by 

Citigroup under the Governance and Asset Management Guidelines prior to the date such FDIC Advance 

is made that are in FDIC’s judgment material to the making of such FDIC Advance and (ii) such legal 

opinions of outside counsel, certificates of resolutions or other action, incumbency certificates, 

organizational and governing documents and evidence of valid existence and good standing as it 

reasonably may require. 

10.3 Conditions to FRBNY Loan. The agreement of FRBNY to make the FRBNY 

Loan is subject to the satisfaction or waiver (in FRBNY’s sole discretion), prior to or concurrently with 

the making of such loan, of the following conditions precedent: 

(a) Citigroup Deductible. Subsequent to the close of business on November 21, 

2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a cumulative basis, an amount of 

Citigroup Quarterly Net Losses equal to or greater than the Citigroup Deductible and (ii) provided 

documentation evidencing the incurrence of such Citigroup Quarterly Net Losses satisfactory to FRBNY 

with respect thereto; 

(b) Treasury Advances. There shall be $5,000,000,000 of outstanding Treasury 

Advances; 

(c) FDIC Advances. There shall be $10,000,000,000 of outstanding FDIC 

Advances; 

(d) Pledge of Covered Assets. Each of the Citigroup Ring-Fence Entities shall have 

executed the Security and Guaranty Agreement and any other Security Documents FRBNY may require, 

and FRBNY shall have an exclusive, first priority perfected security interest in each Covered Asset in 

existence as of the FRBNY Funding Date (subject only to Permitted Liens). No such Covered Asset shall 

be the subject of any other financing by any Government Authority pursuant to an arrangement outside of 

this Master Agreement and FRBNY shall have received evidence to its satisfaction that all actions it may 

deem necessary or desirable in order to perfect the security interests under the Security Documents have 

been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); 

(e) Filings, Registrations and Recordings. Each document (including any Uniform 

Commercial Code financing statement) required by the Security Documents or under law or reasonably 

requested by FRBNY to be filed, registered or recorded in order to create in favor of FRBNY a perfected 

Lien on the Covered Assets described therein, prior and superior in right to any other Person, shall be in 

proper form for filing, registration or recordation; 

(f) Legal Opinions. FRBNY shall have received one or more executed legal 

opinions of outside counsel to each Citigroup Ring-Fence Entity covering such matters incident to the 

pledge of Covered Assets and the making of the FRBNY Loan as FRBNY may reasonably require; 

(g) Representations and Warranties. Each of the representations and warranties 

made by each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and correct in all 

material respects on and as of the date such FRBNY Loan is made as if made on and as of such date and 

each of the other representations and warranties made by each Citigroup Ring-Fence Entity in Section 9 

shall be true and correct in all material respects as of the date made; 

(h) No Event of Default. No Event of Default shall have occurred and be continuing 

on such date or after giving effect to the FRBNY Loan to be made on such date; 

 29 
(i) Borrowing Request. FRBNY shall have timely received a fully executed 

Borrowing Request in accordance with the requirements of Section 4.2; and 

(j) Other. FRBNY shall have received (i) all reports required to be delivered by 

Citigroup under the Governance and Asset Management Guidelines prior to the date such FRBNY Loan 

is made that are in FRBNY’s judgment material to the making of such FRBNY Loan and (ii) such 

certificates of resolutions or other action, incumbency certificates, organizational and governing 

documents and evidence of valid existence and good standing as it reasonably may require. 

SECTION 11. COVENANTS 

Each Citigroup Ring-Fence Entity hereby agrees, and Citigroup agrees to cause each of 

the Citigroup Ring-Fence Affiliates, to: 

11.1 Asset Management. Manage the Covered Assets in accordance with the 

Governance and Asset Management Guidelines and comply with all reporting and other obligations to the 

U.S. Federal Parties contained therein (as the Governance and Asset Management Guidelines may be 

modified from time to time by the U.S. Federal Parties as provided therein); provided, that at any time 

following the incurrence by the Citigroup Ring-Fence Entities of Losses, net of any Gains and 

Recoveries, in excess of $27,000,000,000, if the U.S. Federal Parties shall so require in their discretion 

upon reasonable notice to Citigroup, Citigroup shall enter into an asset management agreement appointing 

an asset manager (other than Citigroup or any of its Affiliates) satisfactory to the U.S. Federal Parties to 

manage all or such portion of the Covered Assets as the U.S. Federal Parties shall designate on terms and 

conditions satisfactory to the U.S. Federal Parties; and provided, further, that at any time following any 

request by Citigroup to borrow the FRBNY Loan, if FRBNY shall so require in its discretion upon 

reasonable notice to Citigroup, Citigroup shall enter into custody arrangements with a custodian selected 

by FRBNY for the Covered Assets pledged to FRBNY as collateral for the FRBNY Loan and servicing 

arrangements with a servicer selected by FRBNY for the Covered Assets on terms and conditions 

satisfactory to FRBNY. 

11.2 Corporate Governance. Comply with all obligations and limitations on the 

Citigroup Ring-Fence Entities contained in the Governance and Asset Management Guidelines. 

11.3 Executive Compensation. Comply with all obligations and limitations on the 

Citigroup Ring-Fence Entities contained in the Executive Compensation Guidelines. 

11.4 Dividends. Prior to November 20, 2011, without the consent of each of the U.S. 

Federal Parties, refrain from declaring or paying any dividend (whether in cash or in additional Capital 

Stock) on any of Citigroup’s common stock, whether now or hereafter outstanding, or make any other 

distribution in respect thereof, in excess of $.01 per share of such common stock per fiscal quarter of 

Citigroup. 

11.5 Information. Furnish to each of the U.S. Federal Parties: 

(a) promptly upon receipt thereof, duplicates or copies of all reports, notices, 

requests, demands, certificates and other instruments and similar writings furnished to any of the 

Citigroup Ring-Fence Entities and required to be delivered to any of the U.S. Federal Parties under any 

Program Document; and 

(b) promptly, such financial and other information as any of the U.S. Federal Parties 

may from time to time reasonably request. 

11.6 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full 

force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, 

 30 
privileges and franchises necessary or desirable in the normal conduct of its business; (b) comply with all 

material Requirements of Law and (c) punctually perform and observe all of its obligations and 

agreements contained in the Program Documents to which it is a party. 

11.7 Inspection of Property; Books and Records; Discussions. In addition to any other 

requirements under the Governance and Asset Management Guidelines, (a) keep proper books of records 

and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law 

shall be made of all dealings and transactions in relation to the Covered Assets, and (b) permit 

representatives of each of the U.S. Federal Parties to visit and examine and make abstracts from any of its 

books and records relating to the Covered Assets (including with respect to Charge-Offs and Recoveries) 

at any reasonable time and as often as may reasonably be desired and to discuss the status of the Covered 

Assets with officers and employees of the Citigroup Ring-Fence Entities and with Citigroup’s 

independent certified public accountants. 

11.8 Notices. Promptly give notice to the U.S. Federal Parties of: 

(a) the occurrence of any Default or Event of Default; 

(b) any material litigation, investigation or proceeding affecting the Citigroup RingFence Entities which relates to any Program Document; and 

(c) any development or event that has had or could reasonably be expected to have a 

Material Adverse Effect. 

Each notice pursuant to this Section 11.8 shall be accompanied by a statement of a 

Responsible Officer of Citigroup setting forth details of the occurrence referred to therein and stating 

what action Citigroup proposes to take with respect thereto. 

11.9 Liens. Refrain from creating, incurring, assuming or suffering to exist any Lien 

upon any of the Covered Assets pledged pursuant to any Security Documents or assign or otherwise 

convey or encumber any existing or future right to receive any income or payments thereon, except for 

Permitted Liens. 

11.10 Investment Company Act. Conduct its business at all times so as to not be 

required to register as an “investment company” under the Investment Company Act of 1940, as 

amended. 

11.11 Amendments to Program Documents. Refrain from amending or modifying any 

of the Program Documents (including without limitation any exhibits, schedules or other similar portions 

thereof) without the prior written consent of each of the U.S. Federal Parties. 

11.12 ERISA. (a) Provide written notice to the U.S. Federal Parties promptly upon 

obtaining knowledge of the occurrence of any ERISA Event that could result in a liability that is 

reasonably likely to exceed $100,000,000. Such notice shall be accompanied by a statement of the Chief 

Financial Officer or Treasurer of Citigroup setting forth details of such occurrence and stating what action 

Citigroup or the ERISA Affiliate proposes to take with respect thereto. 

(b) Deliver to the U.S. Federal Parties any material notices received by Citigroup, 

any of its subsidiaries or any ERISA Affiliate (i) from any governmental agency with respect to any Plan 

having aggregate unfunded liabilities in excess of $100,000,000 or (ii) from any government agency, plan 

administrator, sponsor or trustee with respect to any Multiemployer Plan having aggregate unfunded 

liabilities in excess of $100,000,000, in each case no later than 15 days after the later of the date such 

notice has been filed with the Internal Revenue Service or received by Citigroup or such subsidiary or 

ERISA Affiliate. 

 31 
11.13 Compliance with Section 7. Take all actions necessary for Citigroup to comply 

with Section 7 of this Master Agreement. 

11.14 Post-Signing Accession of Citigroup Ring-Fence Affiliates. Within 30 calendar 

days of the final determination of the Covered Assets to be included on Schedule A pursuant to Section 

5.2, Citigroup shall cause each Citigroup Ring-Fence Affiliate listed on Schedule A to become a party to 

this Master Agreement by executing an Accession Agreement and, in connection therewith, shall deliver 

such legal opinions of outside counsel as to matters concerning the Citigroup Ring-Fence Affiliates and 

their accession to the Program Documents, certificates of resolutions or other action, incumbency 

certificates, organizational and governing documents and evidence that the Citigroup Ring-Fence 

Affiliates are validly existing and in good standing, in each case as the U.S. Federal Parties reasonably 

may require. 

11.15 Affiliate Transfers. No Citigroup Ring-Fence Entity shall transfer any Covered 

Asset to any Affiliate of Citigroup unless: 

(a) such Affiliate is a U.S. Person; 

(b) such Affiliate (on or prior to the date of such transfer) becomes a party to this 

Master Agreement by executing an Accession Agreement; 

(c) if such transfer is made subsequent to the FRBNY Funding Date, such Affiliate 

(on or prior to the date of such transfer) becomes a party to the Security and Guaranty Agreement and any 

other Security Documents FRBNY may require, and FRBNY continues to have an exclusive, first priority 

perfected security interest in such Covered Asset (subject only to Permitted Liens); 

(d) such Affiliate (on or prior to the date of such transfer) delivers such legal 

opinions of outside counsel as to matters concerning such Affiliate and its accession to the Program 

Documents, certificates of resolutions or other action, incumbency certificates, organizational and 

governing documents and evidence that such Affiliate is validly existing and in good standing, in each 

case as the U.S. Federal Parties reasonably may require; and 

(e) such transfer is made in accordance with the requirements of the Governance and 

Asset Management Guidelines. 

11.16 Dispositions in Connection with Corporate Transactions. No Citigroup RingFence Entity shall sell, dispose or otherwise transfer control of any Citigroup Ring-Fence Affiliate in 

whole or in part (including by the sale of participations), unless (a) the Covered Assets owned by such 

Citigroup Ring-Fence Affiliate are first transferred to another Affiliate of Citigroup in a transaction 

permitted by Section 11.15 or (b) such Citigroup Ring-Fence Entity shall have obtained the prior written 

consent of each of the U.S. Federal Parties. 

SECTION 12. EVENTS OF DEFAULT; INSTALLMENT DEFAULT 

12.1 Events of Default. If any of the following events shall occur and be continuing: 

(a) Citigroup shall fail to make any mandatory prepayment of the FRBNY Loan 

required by Section 4.7(a); or 

(b) Citigroup shall fail to apply the proceeds of any Recoveries or Gains or any other 

amounts in respect of any Covered Asset to reimburse Treasury for any Treasury Advances or FDIC for 

any FDIC Advances or to repay the principal of the FRBNY Loan, in each case as required under Section 

7; or 

 32 
(c) Citigroup shall fail to pay any interest on the FRBNY Loan within five days after 

the same shall become due in accordance with the terms hereof; or 

(d) (i) any of the representations or warranties made by any Citigroup Ring-Fence 

Entity in Sections 9.1, 9.2 and 9.3 shall be false, incorrect or inaccurate in any material respect at any time 

or (ii) any other representation or warranty made or deemed made by any Citigroup Ring-Fence Entity 

herein or in any other Program Document or that is contained in any certificate, document or other 

statement furnished by it at any time under or in connection with this Master Agreement or any such other 

Program Document shall be false, incorrect or inaccurate in any material respect on or as of the date made 

or deemed made and such condition continues unremedied for 30 calendar days after Citigroup’s receipt 

of written notice from any of the U.S. Federal Parties; or 

(e) any Citigroup Ring-Fence Entity shall default in the observance or performance 

of any material covenant, agreement or undertaking contained in this Master Agreement or any other 

Program Document and such default shall continue and not be cured for a period of 30 calendar days after 

Citigroup’s receipt of written notice thereof from any of the U.S. Federal Parties; or, in the case of a 

failure to deliver to the U.S. Federal Parties an updated Schedule A as required by Section 5.2(a) within 

90 days from the date hereof, such failure shall continue unremedied for 60 days after Citigroup's receipt 

of written notice, provided that Citigroup shall have delivered to the U.S.Federal Parties within 90 days 

from the date hereof a written plan setting forth in reasonable detail the work remaining to be done to 

complete and deliver an updated Schedule A within 150 days from the date hereof, which plan in the 

good faith judgment of the U.S. Federal Parties evidences a reasonable program to comply with the 

obligations set forth in Section 5.2(a). 

(f) (i) any Citigroup Ring-Fence Entity shall commence any case, proceeding or other 

action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to 

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered 

with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, 

arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to 

it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar 

official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against any 

Citigroup Ring-Fence Entity any case, proceeding or other action of a nature referred to in clause (i) 

above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) 

remains undismissed and undischarged for a period of 60 days; or (iii) there shall be commenced against 

any Citigroup Ring-Fence Entity any case, proceeding or other action seeking issuance of a warrant of 

attachment, execution, distraint or similar process against all or any substantial part of its assets that 

results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed 

or bonded pending appeal within 60 days from the entry thereof; or (iv) any Citigroup Ring-Fence Entity 

shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of 

the acts set forth in clause (i), (ii), or (iii) above; or (v) any Citigroup Ring-Fence Entity shall generally 

not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) 

any Citigroup Ring-Fence Entity shall make a general assignment for the benefit of its creditors; or 

(g) any of the Security Documents shall cease, for any reason, to be in full force and 

effect, or any Citigroup Ring-Fence Entity shall so assert, or any Lien created by any of the Security 

Documents shall cease to be enforceable and of the same effect and priority purported to be created 

thereby; provided, that with respect to any such event in respect of a portion of the Covered Assets 

pledged pursuant to the Security Documents the then-current Adjusted Baseline Value of which is no 

greater than $10,000,000, such default shall continue and not be cured for a period of ten (10) days; 

then, in any such event, (a) Treasury shall have no further obligation to make Treasury Advances, 

(b) FDIC shall have no further obligation to make FDIC Advances, (c) FRBNY shall have no obligation 

to make the FRBNY Loan (if the FRBNY Funding Date has not yet occurred) and (d) FRBNY shall have 

 33 
the right to declare the FRBNY Loan (together with accrued and unpaid interest thereon and all other 

amounts owing under this Master Agreement and any of the Program Documents immediately due and 

payable, and upon the occurrence of any Event of Default described in Section 12.1(f), the FRBNY Loan 

(together with accrued and unpaid interest thereon) and all other amounts owing under this Master 

Agreement and any other Program Documents shall automatically become and be due and payable. 

Except as expressly provided above in this Section, presentment, demand, protest and all other notices of 

any kind are hereby expressly waived by Citigroup. 

12.2 Covered Asset Liquidation Events. If any of the following events shall occur 

(each such event, a “Covered Asset Liquidation Event”): 

(a) on the Installment Due Date, FRBNY shall not have received funds in an amount 

at least equal to the Installment Balance; or 

(b) on the Maturity Date, FRBNY shall not have received funds in an amount at least 

equal to the outstanding principal amount of the FRBNY Loan. 

then, in any such event, FRBNY shall have the right (but not any obligation) to sell, assign, transfer or 

otherwise dispose of all or any part of the Non-Residential Covered Assets (in the case of clause (a)) or 

the Covered Assets (in the case of clause (b)) and each Citigroup Ring-Fence Entity shall, and Citigroup 

shall cause each of the Citigroup Ring-Fence Affiliates to, take such actions as FRBNY requests in order 

to facilitate FRBNY’s exercise of the foregoing right. 

SECTION 13. MISCELLANEOUS 

13.1 Amendments and Waivers. Neither this Master Agreement, any other Program 

Document, nor any terms hereof or thereof may be amended, supplemented or modified except in 

accordance with the provisions of this Section 13.1. No amendment, supplement or modification to this 

Master Agreement or any other Program Document or waiver of, any of the requirements of this Master 

Agreement or any other Program Document or any Default or Event of Default and its consequences shall 

be effective without the written consent of each of the U.S. Federal Parties. Any waiver, amendment, 

supplement or modification so consented to shall be binding upon each of the parties hereto. In the case 

of any waiver, each of the parties hereto shall be restored to its former position and rights hereunder and 

under the other Program Documents, and any Default or Event of Default waived shall be deemed to be 

cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of 

Default, or impair any right consequent thereon. Any purported amendment, supplement or modification 

not complying with the terms of this Section 13.1 shall be null and void. 

13.2 Notices. All notices, requests, consents and demands to or upon the respective 

parties hereto to be effective shall be in writing (including by telecopy or other electronic mail 

transmission), and, unless otherwise expressly provided herein, must be delivered by messenger, 

overnight courier service, telecopy or electronic mail, and shall be deemed to have been duly given or 

made when delivered, or notice by electronic mail transmission, or, in the case of telecopy notice, when 

received, addressed as follows or to such other address as may be hereafter notified by the respective 

parties hereto: 

Citigroup: Citigroup Inc. 

399 Park Avenue 

New York, New York 10022 

Attention: Michael S. Helfer, Esq., General Counsel 

Telecopy: (212) 793-5300 

Telephone: (212) 559-5152 

Email: helferm@citi.com

 34 
Each Citigroup Ring-Fence 

Affiliate: 

c/o Citigroup at the address above 

Treasury: Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Room 2312 

Washington, DC 20220 

Attention: Laurie Schaffer 

Assistant General Counsel 

Telephone: (202) 622-1988 

Email: laurie.schaffer@do.treas.gov 

FDIC: 

Loss Claims and reports: Federal Deposit Insurance Corporation 

Manager, Non-Structured Transactions 

Division of Resolutions and Receiverships 

Attention: Citigroup Shared-Loss 

550 17th Street, N.W. 

Washington, D.C. 20429 

General notices: Federal Deposit Insurance Corporation 

Assistant Director, Resolution Strategies 

Division of Resolutions and Receiverships 

Attention: Citigroup Shared-Loss 

550 17th Street, N.W. 

Washington, D.C. 20429 

in each case with a copy to: Federal Deposit Insurance Corporation 

Legal Division 

Senior Counsel 

Attention: Citigroup Shared-Loss 

3501 Fairfax Drive 

Arlington, VA 22226 

FRBNY: 

Borrowing Request: Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045 

Attention: Susan Mclaughlin 

Telecopy: (212) 720-8200 

Telephone: (212) 720-1321 

Email: susan.mclaughlin@ny.frb.org 

General notices: Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045 

Attention: Paul Whynott 

Telephone: (212) 720-2388 

Email: paul.whynott@ny.frb.org 

in each case with a copy to: Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045 

 35 
Attention: Thomas C. Baxter, Jr. 

Telecopy: (212) 720-2252 

Telephone: (212) 720-5035 

Email: thomas.Baxter@ny.frb.org

provided that any notice, request or demand to or upon any of the U.S. Federal Parties shall not be 

effective until received. Notices and other communications to the U.S. Federal Parties and each Citigroup 

Ring-Fence Entity hereunder may be delivered or furnished by electronic communications. 

13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in 

exercising, on the part of any of the U.S. Federal Parties, any right, remedy, power or privilege hereunder 

or under the other Program Documents shall operate as a waiver thereof; nor shall any single or partial 

exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof 

or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and 

privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and 

privileges provided by law. 

13.4 Survival of Representations and Warranties. All representations and warranties 

made hereunder, in the other Program Documents and in any document, certificate or statement delivered 

pursuant hereto or in connection herewith shall survive the execution and delivery of this Master 

Agreement, the making of any Treasury Advances, FDIC Advances or the FRBNY Loan. 

13.5 Payment of Expenses and Taxes. Citigroup agrees (a) to pay or reimburse the 

U.S. Federal Parties for all of the U.S. Federal Parties’ reasonable out-of-pocket costs and expenses 

incurred in connection with the development, preparation, review, negotiation and execution of, and any 

amendment, supplement or modification to, this Master Agreement and the other Program Documents 

and any other documents prepared in connection herewith or therewith or in connection with the 

transactions contemplated thereby, and the consummation and administration of the transactions 

contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the U.S. 

Federal Parties (including Cleary Gottlieb Steen & Hamilton LLP) and experts retained by the U.S. 

Federal Parties (including PricewaterhouseCoopers LLP and BlackRock Financial Management, Inc.), (b) 

to pay or reimburse the U.S. Federal Parties for all costs and expenses incurred by them in connection 

with the enforcement or preservation of any rights under this Master Agreement, the other Program 

Documents and any such other documents, including the fees and disbursements of counsel to the U.S. 

Federal Parties, (c) to pay, indemnify, and hold the U.S. Federal Parties and their Related Parties harmless 

from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any 

delay in paying, stamp, excise and other taxes (other than those of the nature of an income tax), if any, 

that may be payable or determined to be payable in connection with the execution and delivery of, or 

consummation or administration of any of the transactions contemplated by, or any amendment, 

supplement and modification of, or any waiver or consent under or in respect of, this Master Agreement, 

the other Program Documents and any such other documents and (d) to pay, indemnify, and hold the U.S. 

Federal Parties and their Related Parties (each, an “Indemnitee”) harmless from and against, any and all 

liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of 

counsel to an Indemnitee (including allocated costs of internal counsel), which may be imposed on, 

incurred by, or asserted against any Indemnitee, in any way relating to or arising out of this Master 

Agreement or the transactions contemplated hereby or the breach of any representation or warranty made 

herein by Citigroup or any action taken or omitted to be taken by it hereunder (the “Indemnified 

Liabilities”); provided that Citigroup shall not be liable to any Indemnitee for any portion of such 

Indemnified Liabilities to the extent it is found by a final, nonappealable decision of a court of competent 

jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. If and to the 

extent that the foregoing indemnification is for any reason held unenforceable, Citigroup agrees to make 

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is 

 36 
permissible under applicable law. The agreements in this Section 13.5 shall survive repayment of the 

Treasury Advances, the FDIC Advances, the FRBNY Loan and all other amounts payable hereunder. 

13.6 Successors and Assigns; Participations and Assignments. The provisions of this 

Master Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective 

successors and assigns permitted hereby; provided, that no Citigroup Ring-Fence Entity may assign or 

otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of 

the U.S. Federal Parties except pursuant to any permitted transfer to an Affiliate under Section 11.15 (and 

any attempted assignment or transfer by any Citigroup Ring-Fence Entity without such consent shall be 

null and void). 

13.7 Counterparts. This Master Agreement may be executed by one or more of the 

parties to this Master Agreement on any number of separate counterparts, and all of said counterparts 

taken together shall be deemed to constitute one and the same instrument. Delivery of an executed 

signature page of this Master Agreement by email or facsimile transmission shall be effective as delivery 

of a manually executed counterpart hereof. A set of the copies of this Master Agreement signed by all the 

parties shall be lodged with Citigroup and each of the U.S. Federal Parties. 

13.8 Severability. Any provision of this Master Agreement that is prohibited or 

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 

prohibition or unenforceability without invalidating the remaining provisions hereof, and any such 

prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such 

provision in any other jurisdiction. 

13.9 Integration. This Master Agreement and the other Program Documents represent 

the entire agreement of each Citigroup Ring-Fence Entity and the U.S. Federal Parties with respect to the 

subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties 

by the U.S. Federal Parties relative to the subject matter hereof not expressly set forth or referred to herein 

or in the other Program Documents. 

13.10 GOVERNING LAW. THIS MASTER AGREEMENT SHALL BE 

GOVERNED BY FEDERAL LAW OR, IN THE ABSENCE OF ANY CONTROLLING 

FEDERAL LAW, THE LAW OF THE STATE OF NEW YORK.

13.11 Submission To Jurisdiction; Waivers. Each Citigroup Ring-Fence Entity hereby 

irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this 

Master Agreement and the other Program Documents to which it is a party, or for recognition and 

enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the United 

States for the Southern District of New York, and appellate courts thereof; provided that, notwithstanding 

the foregoing, if there is no basis for federal jurisdiction in respect of any such legal action or proceeding 

or recognition and enforcement action, then such Citigroup Ring-Fence Entity submits for itself and its 

property in any such legal action or proceeding or recognition and enforcement action to the exclusive 

jurisdiction of the courts of the State of New York located in the Borough of Manhattan in New York 

City, and appellate courts thereof; 

(b) consents that any such action or proceeding may be brought only in such courts 

and waives any objection that it may now or hereafter have to the venue of any such action or proceeding 

in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to 

plead or claim the same; 

 37 
(c) agrees that service of process in any such action or proceeding may be effected 

by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), 

postage prepaid, to such Citigroup Ring-Fence Entity at its address set forth in Section 13.2 or at such 

other address of which the U.S. Federal Parties shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any 

other manner permitted by law; 

(e) agrees that a final judgment in any such action or proceeding shall be conclusive 

and may be enforced in another jurisdiction by suit on the judgment or in any other matter provided by 

law; and 

(f) waives, to the maximum extent not prohibited by law, any right it may have to 

claim or recover in any legal action or proceeding any special, indirect, exemplary, punitive or 

consequential damages of any kind whatsoever (including for lost profits). 

13.12 Acknowledgements. Each Citigroup Ring-Fence Entity hereby acknowledges 

that: 

(a) the U.S. Federal Parties have no fiduciary relationship with or duty to any 

Citigroup Ring-Fence Entity arising out of or in connection with this Master Agreement or any of the 

other Program Documents; and 

(b) no joint venture is created hereby or by the other Program Documents or 

otherwise exists by virtue of the transactions contemplated hereby between the U.S. Federal Parties and 

any Citigroup Ring-Fence Entity. 

13.13 WAIVERS OF JURY TRIAL. EACH CITIGROUP RING-FENCE 

ENTITY AND THE U.S. FEDERAL PARTIES IRREVOCABLY AND UNCONDITIONALLY 

WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS 

MASTER AGREEMENT OR ANY OTHER PROGRAM DOCUMENT AND FOR ANY 

COUNTERCLAIM THEREIN. 

13.14 Standard of Conduct. Except as expressly provided herein, in exercising any of 

their rights under this Master Agreement or any other Program Document, the U.S. Federal Parties shall 

not have any obligation or duty to any Person or to consider or take into account the interests of any 

Person and shall not be liable to any Person for any action taken by them or at their direction or any 

failure by them to act or to direct that an action be taken, without regard to whether such action or 

inaction benefits or adversely affects any Citigroup Ring-Fence Entity or any other Person. 

13.15 Term of Master Agreement. This Master Agreement shall be effective as of the 

date hereof and shall continue in effect until the earliest to occur of the following: (a) the Loss Coverage 

Period Outside Date, if no Treasury Advance, FDIC Advance or FRBNY Loan has been made hereunder; 

(b) the fifth anniversary of the Loss Coverage Period Outside Date, if any Treasury Advance or FDIC 

Advance has been made hereunder, but the FRBNY Funding Date has not occurred on or prior to such 

date or the FRBNY Loan has been made but all Citigroup Loan Obligations have been paid in full (other 

than as a result of FRBNY exercising its remedies under the Security Documents); (c) the date, 

subsequent to the Loss Coverage Period Outside Date, on which Citigroup has (i) reimbursed Treasury 

for all outstanding Treasury Advances, (ii) reimbursed FDIC for all outstanding FDIC Advances and (iii) 

repaid the FRBNY Loan (plus accrued interest thereon) and satisfied in full all other Citigroup Loan 

Obligations; and (d) the date, subsequent to the FRBNY Funding Date, by which FRBNY has exercised 

its remedies under the Security Documents, disposed of all Covered Assets pledged to it as security for 

the FRBNY Loan and distributed all amounts received by it in respect of such Covered Assets in 

 38 
accordance with Section 7.2 (or, if earlier, the fifth anniversary of the Loss Coverage Period Outside 

Date). Notwithstanding the foregoing, the provisions of Sections 7.4, 13.4 and 13.5 shall survive 

termination of this Master Agreement. 

13.16 Access, Information and Confidentiality. (a) From the date hereof until the date 

when Treasury holds an amount of Citigroup Preferred Stock having an aggregate liquidation value of 

less than $400,000,000, Citigroup will permit Treasury and its agents, consultants, contractors and 

advisors (x) acting through the Appropriate Federal Banking Agency, to examine the corporate books and 

make copies thereof and to discuss the affairs, finances and accounts of the Citigroup Ring-Fence Entities 

with the principal officers of Citigroup, all upon reasonable notice and at such reasonable times and as 

often as Treasury may reasonably request and (y) to review any information material to Treasury’s 

investment in Citigroup provided by Citigroup to its Appropriate Federal Banking Agency. 

(b) From the date hereof until the date when FDIC holds an amount of Citigroup 

Preferred Stock having an aggregate liquidation value of less than $300,000,000, Citigroup will permit 

FDIC and its agents, consultants, contractors and advisors (x) to examine the corporate books and make 

copies thereof and to discuss the affairs, finances and accounts of Citigroup Ring-Fence Entities with the 

principal officers of Citigroup, all upon reasonable notice and at such reasonable times and as often as 

FDIC may reasonably request and (y) to review any information material to the FDIC’s investment in 

Citigroup provided by Citigroup to its Appropriate Federal Banking Agency. 

(c) From the date hereof until the date when Treasury and FDIC collectively hold an 

amount of Citigroup Preferred Stock having an aggregate liquidation value of less than $700,000,000, 

Citigroup will and will permit and will cause the Citigroup Ring-Fence Affiliates to permit (x) each of 

Treasury and FDIC and its respective agents, consultants, contractors, (y) the Special Inspector General of 

the Troubled Asset Relief Program, and (z) the Comptroller General of the United States access to 

personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining 

compliance with the terms and conditions of Treasury Advances and FDIC Advances; provided that prior 

to disclosing any information pursuant to clause (y) or (z), the Special Inspector General of the Troubled 

Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to 

documents obtained under this agreement in furtherance of its function, to follow applicable law and 

regulation (and the applicable customary policies and procedures) regarding the dissemination of 

confidential materials, including redacting confidential information from the public version of its reports 

and soliciting the input from the company as to information that should be afforded confidentiality, as 

appropriate. 

(d) Each of Treasury and FDIC will use reasonable best efforts to hold, and will use 

reasonable best efforts to cause its respective agents, consultants, contractors, advisors, and United States 

executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, 

instruments, computer data and other data and information (collectively, “Information”) concerning 

Citigroup furnished or made available to it by Citigroup or its representatives pursuant to this Master 

Agreement (except to the extent that such information can be shown to have been (i) previously known by 

such party on a non-confidential basis, (ii) in the public domain through no fault of such party or (iii) later 

lawfully acquired from other sources by the party to which it was furnished (and without violation of any 

other confidentiality obligation)); provided that nothing herein shall prevent Treasury or FDIC from 

disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or 

similar legal process. Treasury and FDIC understand that the Information may contain commercially 

sensitive confidential information entitled to an exception from a Freedom of Information Act request. 

(e) Each of Treasury and FDIC represents that it has been informed by the Special 

Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States 

that they, before making any request for access or information pursuant to their audit function under this 

Master Agreement, will establish a protocol to avoid, to the extent reasonably possible, duplicative 

 39 
requests pursuant to this Master Agreement. Nothing in this section shall be construed to limit the 

authority that the Special Inspector General of the Troubled Asset Relief Program or the Comptroller 

General of the United States have under law. 

(f) FRBNY will use reasonable best efforts to hold, and will use reasonable best 

efforts to cause its respective agents, consultants, contractors, advisors, officers and employees, to hold, in 

confidence all non-public records, books, contracts, instruments, computer data and other data and 

information (collectively, “FRBNY Information”) concerning Citigroup furnished or made available to it 

by Citigroup or its representatives pursuant to this Master Agreement (except to the extent that such 

information can be shown to have been (i) provided in connection with FRBNY’s supervisory authority, 

(ii) in connection with the exercise of any remedies hereunder or under the other Program Documents or 

any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (iii) 

previously known by such party on a non-confidential basis, (iii) in the public domain through no fault of 

such party or (iii) later lawfully acquired from other sources by the party to which it was furnished (and 

without violation of any other confidentiality obligation)); provided that nothing herein shall prevent 

FRBNY from disclosing any FRBNY Information to the Board of Governors of the Federal Reserve 

System or to the extent required by applicable laws or regulations or by any subpoena or similar legal 

process or pursuant to its FOIA policy. FRBNY understands that the FRBNY Information may contain 

commercially sensitive confidential information entitled to an exception from a Freedom of Information 

Act request. 

13.17 Confidential Information. Citigroup and each Citigroup Ring-Fence Entity 

agrees to keep confidential all non-public information, including the Program Documents, and other 

related documents provided to it by any Person pursuant to or in connection with this Agreement or the 

other Program Documents; provided that nothing herein shall prevent Citigroup from disclosing any such 

information (a) based on or in the press release and term sheet approved by the U.S. Federal Parties on the 

date hereof, (b) as contemplated in section 13.16, (c) to its Citigroup Ring-Fence Entities who have a need 

to know such information (it being understood that the Persons to whom such disclosure is made will be 

informed of the confidential nature of such information and instructed to keep such information 

confidential), (d) upon the request or demand of any regulatory authority, (e) to the extent required by 

applicable laws or regulations or by any subpoena or similar legal process, (f) in connection with the 

exercise of any remedies hereunder or under the other Program Documents or any suit, action or 

proceeding relating to the enforcement of its rights hereunder or thereunder, (g) to any U.S. Federal 

Parties, (h) with the consent of the U.S. Federal Parties (i) to the extent such information becomes 

publicly available other than as a result of a breach of this Master Agreement; provided, further, that prior 

to any disclosure of information pursuant to clause (d) or (e) of the proviso above, Citigroup shall notify 

the U.S. Federal Parties, if legally permitted to do so, of any proposed disclosure as far in advance of such 

disclosure as practicable and, upon the U.S. Federal Parties’ request, take all reasonable actions to ensure 

that any information disclosed is accorded confidential treatment, or if such notice to the U.S. Federal 

Parties is prohibited by law, inform the relevant court, regulatory authority of the U.S. Federal Parties’ 

interest in the disclosed information and request that such court, regulatory authority inform the U.S. 

Federal Parties of the disclosure. 

 40 


FEDERA DEPOSIT INSURANCE CORPORA nON

BY:~~~'~ £ifche.\ \ l-. Gi\Q55ft2it1 Title: Oirec:;o"" .

D,v '5 ion ø-f R e.::ol ""ht,ons

~Gl ~ece \\I ('5 ips
Signature Page to the Master Agreement

FEDERAL RESERVE BANK OF NEW YORK

u an E. McLaughlin

Senior ice President