Execution Version 

AMENDMENT NUMBER ONE 

to the 

MASTER AGREEMENT 

dated as of January 15, 2009, 

among 

CITIGROUP INC., 

CERTAIN AFFILIATES OF CITIGROUP IDENTIFIED THEREIN, 

DEPARTMENT OF THE TREASURY, 

FEDERAL DEPOSIT INSURANCE CORPORATION 

and 

FEDERAL RESERVE BANK OF NEW YORK 

This Amendment Number One (this “Amendment”) to the Master Agreement dated as of 

January 15, 2009 (as the same may be amended or supplemented from time to time in accordance with 

the terms thereof, the “Master Agreement”) among Citigroup Inc., a Delaware corporation 

(“Citigroup”), each Citigroup Ring-Fence Affiliate (as defined in the Master Agreement), the 

Department of the Treasury (“Treasury”), the Federal Deposit Insurance Corporation (“FDIC”) and the 

Federal Reserve Bank of New York (“FRBNY” and, together with Treasury and FDIC, the “U.S. 

Federal Parties”) is entered into this 30th day of November, 2009, among Citigroup, the Citigroup 

Ring-Fence Affiliates and the U.S. Federal Parties. 

RECITALS 

WHEREAS, Citigroup, the Citigroup Ring-Fence Affiliates and the U.S. Federal Parties have 

entered into the Master Agreement; and 

WHEREAS, by this Amendment, Citigroup, the Citigroup Ring-Fence Affiliates and the 

U.S. Federal Parties wish to amend the Master Agreement. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties 

hereto hereby agree as follows: 

SECTION 1. Amendments to the Master Agreement. The parties hereto hereby amend the 

Master Agreement as follows: 

1.1 Amendments to Section 1. 

(a) The following definitions are hereby inserted in Section 1.1 of the Master 

Agreement in the appropriate alphabetical order: 

“Balance Reduction”: on any date on which there is a decrease in the unpaid principal 

balance of a Below Par Asset, the amount of such decrease. 

“Baseline Value Percentage”: for each Below Par Asset, the percentage obtained by 

dividing (i) the Baseline Value of such asset by (ii) the unpaid principal balance of such asset as of the 

Effective Time. The Baseline Value Percentage for each Below Par Asset shall be identified on 

Schedule B. 

“Below Par Asset”: any Covered Asset identified on Schedule B. 
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“Citigroup Servicer”: any Citigroup Ring-Fence Entity that, in the ordinary course of 

business, services residential mortgage loans or any subservicer engaged by such Citigroup RingFence Entity to subservice loans on its behalf. 

“MHA Servicer”: a residential mortgage loan servicer that has become a participating 

servicer in an applicable MHA Program. 

“MHA Program”: as of any date, subject to Section 3.10 of the Governance and Asset 

Management Guidelines, any program established by the Treasury pursuant to section 101 and 109 of 

the Emergency Economic Stabilization Act of 2008, as amended by section 7002 of the American 

Recovery and Reinvestment Act of 2009, and governed by, or in accordance with, the guidelines and 

procedures, including supplemental directives, for the applicable program as available on such date of 

determination on the website www.hmpadmin.com, as such guidelines, procedures and directives may 

be amended, supplemented, restated, replaced or otherwise modified from time to time by Treasury or, 

to the extent permitted by such program, Fannie Mae and Freddie Mac, as Treasury’s agents. 

“Non-MHA Servicer”: A residential mortgage loan servicer that is not a participating 

servicer in an applicable MHA HAMP Program. 

“Partial Gain”: on any date on which there is a decrease in the unpaid principal balance 

of a Below Par Asset and the Payment Percentage for such date is greater than the Baseline Value 

Percentage, an amount equal to the product of (i) the Balance Reduction multiplied by (ii) the amount 

equal to the Payment Percentage minus the Baseline Value Percentage. For the avoidance of doubt, on 

any date when the Payment Percentage equals the Baseline Value Percentage, there will be no Partial 

Gain or Partial Loss for a Below Par Asset on such date. 

“Partial Loss”: on any date on which there is a decrease in the unpaid principal balance 

of a Below Par Asset and the Baseline Value Percentage is greater than the Payment Percentage for 

such date, an amount equal to the product of (i) the Balance Reduction multiplied by (ii) the sum of the 

Baseline Value Percentage minus the Payment Percentage. For the avoidance of doubt, on any date 

when the Payment Percentage equals the Baseline Value Percentage, there will be no Partial Gain or 

Partial Loss for a Below Par Asset on such payment date. 

“Payment Percentage”: on any date on which there is a decrease in the unpaid principal 

balance of a Below Par Asset, the percentage obtained by dividing (i) any principal amounts received 

on such date by (ii) the Balance Reduction. 

“Schedule B”: the schedule designated as such by Citigroup and delivered to each of 

the U.S. Federal Parties as of the date hereof in electronic format acceptable to the U.S. Federal Parties. 

(b) The definition of “Baseline Value” in Section 1.1 of the Master Agreement is 

hereby amended and restated as follows: 

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

Covered Accrual Basis Asset that was, immediately prior to the Effective Time, reflected on the 

balance sheet of any Citigroup Ring-Fence Entity at Fair Value, 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 
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Effective Time pursuant to a Citigroup Ring-Fence Entity Loan Commitment or a Citigroup RingFence 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 Ring-Fence 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. 

(c) The definition of “Charge-Off” in Section 1.1 of the Master Agreement is 

hereby amended and restated as follows: 

“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 

write-down 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 or any charge-off arising from a reduction in future entitlement to interest, except as may be 

provided in clauses (e) or (f) hereto; (b) no Charge-Off shall be taken with respect to any expenditure 

by a Citigroup Ring-Fence Entity in connection with a Covered Accrual Basis Asset; (c) any financial 

statement adjustment made in connection with any future purchase, merger, consolidation or other 

acquisition of a Citigroup Ring-Fence 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; (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; (f) with respect to any Covered Accrual Basis Asset modified in accordance with any MHA 

Program, subject to Section 3.10 of the Governance and Asset Management Guidelines, the “ChargeOff” 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 the net present value model applicable to such MHA Program and 

discounted at the interest rate required by such MHA Program, of such Covered Accrual Basis Asset as 

modified (provided that, with regard to this clause (f), notwithstanding anything to the contrary herein, 

no “Charge-Off” shall be calculated until any trial period under the applicable MHA Program has 

expired); and (g) on any date on which there is a decrease in the unpaid principal balance of a Below 

Par Asset, the Charge-Off for such Below Par Asset on such date shall be the Partial Loss. For the 

avoidance of doubt, no charge-off taken (1) based upon any temporary forbearance, 

extension/deferment or repayment plan for Covered Accrual Basis Assets that are residential mortgage 

loans or (2) with respect to any Covered MTM Asset shall constitute a “Charge-Off” for purposes of 

this definition. 

(d) The definition of “Citigroup Deductible” is hereby amended by replacing the 

words “Section 5.2(e)” with “Section 5.2(f)”. 

(e) The definition of “Covered Accrual Basis Assets” is hereby amended by 

replacing the words “immediately prior to” with “at”. 

(f) The definition of “Foreclosure Loss” is hereby amended by adding the words 

“that is a residential mortgage loan” immediately after the first reference to “Covered Loan.” 
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(g) The text “, any MHA Program or other loan modification program for 

residential mortgage loans permitted under this Agreement” is hereby inserted immediately prior to the 

parenthetical “(to the extent applicable)” in the definition of “Permitted Amendment” in Section 1.1 of 

the Master Agreement. 

(h) The definition of “Recovery Expenses” is hereby amended by deleting the 

following text: “(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)” and 

adding a new sentence at the end thereof that reads as follows: “In no event shall Recovery Expenses 

include amounts captured as a Charge-Off or amounts claimed in connection with a Foreclosure Loss 

or Short Sale Loss.” 

(i) The definition of “Short Sale Loss” is hereby amended by deleting the words 

“Residential Covered Asset” and replacing them with the words “residential mortgage loan.” 

1.2 Amendment to Section 1.2. The following two clauses shall be added at the end 

of Section 1.2: “(e) Any deadline calculated under this Agreement that falls on a calendar day that is 

not a Business Day shall be construed to refer to the first immediately following Business Day”; and 

“(f) Requirements in this Master Agreement for Citigroup or any Citigroup Ring-Fence Entity to 

deliver required reports or documents shall be construed to refer only to the final version of such 

reports or documents and not drafts thereof.” 

1.3 Amendments to Section 6. 

(a) The reference to “30 calendar days” in Section 6.1 of the Master Agreement is 

hereby changed to “45 calendar days.” 

(b) Clause (d) of the definition of “Adjusted Baseline Value” in Section 6.2 of the 

Master Agreement is hereby amended and restated as follows: “(d) all principal payments (minus any 

Partial Gains) and fees received with respect to such Covered Asset after the Effective Time (including 

any economic incentives under any MHA Program provided to borrowers that reduce the outstanding 

principal balance of such Covered Asset) minus”. 

(c) The following text is hereby inserted immediately following clause (v) of the 

definition of “Recoveries” in Section 6.4 of the Master Agreement: “plus (vi) any economic incentives 

under any MHA Programs provided to investors and received by any Citigroup Ring-Fence Entity for 

its own account as investor with respect to such Covered Asset”. 

(d) The following text is hereby inserted as an additional proviso to Section 6.4 

immediately after the reference to Section 7.4(c): “and further provided that Recoveries can never be a 

negative number (it being understood that if there are Recovery Expenses related to a Covered Asset 

that would cause Recoveries to be a negative number, those Recovery Expenses can be carried over to 

future quarters).” 

(e) The definition of “Gains” in Section 6.5 of the Master Agreement is hereby 

amended and restated as follows: 

“Gains” in respect of any Covered Asset shall be equal to: (1) in respect of any Below 

Par Asset, any Partial Gain; and (2) in respect of any Covered Asset, 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-
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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 any Partial Gain) 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. 

(f) The following text is hereby inserted as new Section 6.10. “For the avoidance 

of doubt, economic incentives under any MHA Program provided to MHA Servicers and received by 

any Citigroup Servicer for its own account as an MHA Servicer shall not be included in the 

calculations of “Adjusted Baseline Value”, “Gains”, “Loss”, “Recoveries” or “Recovery Expenses”. 

1.4 Amendments to Section 8.1. 

(a) Section 8.1(c) shall be amended by deleting the word “Citigroup” throughout the 

section and replacing it with the words “any Citigroup Ring-Fence Entity”. 

(b) Clause (c) of Section 8.1 shall be amended by replacing the reference to 

“Section 5.3” of the Governance and Asset Management Guidelines with “Section 5.5”. 

SECTION 2. Amendments to the Governance and Asset Management Guidelines. The parties 

hereto hereby amend the Governance and Asset Management Guidelines as of the date hereof as 

follows: 

2.1 Amendment to Section 1.7. Clause (b) of Section 1.7 of the Governance and 

Asset Management Guidelines is hereby deleted in its entirety and replaced with the following: 

“(b)(i) for first lien residential mortgage loans serviced by any Citigroup Servicer, 

apply (a) after April 24, 2009, and subject to Section 3.10 of these Guidelines, any applicable 

MHA Program to all Covered Assets eligible for such MHA Program or (b) reasonable and 

customary loss mitigation efforts to Covered Assets that are first lien residential mortgage loans 

in accordance with Section 1.8; provided, however, that such Citigroup Servicer shall be 

permitted to apply the FDIC Mortgage Loan Modification Program or its own loan 

modification policies to any eligible Covered Asset for which the borrower was offered a 

modification under the FDIC Mortgage Loan Modification Program or its own loan 

modification policies before April 24, 2009. 

(ii) for second lien residential mortgage loans serviced by any Citigroup Servicer, apply 

(a) after such Citigroup Servicer has executed the Servicer Participation Agreement related to 

any MHA Program for second lien loans and within the timeframes required by such MHA 

Program, and subject to Section 3.10 of these Guidelines, any applicable MHA Program to all 

Covered Assets eligible for such MHA Program or (b) reasonable and customary loss 

mitigation efforts to Covered Assets that are second lien residential mortgage loans in 

accordance with Section 1.8; provided, however, that such Citigroup Servicer shall be 

permitted to apply (1) its own loan modification policies to any Covered Asset for which the 

borrower was offered a modification under such policies before April 15, 2009 or (2) the FDIC 
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Mortgage Loan Modification Program to all eligible Covered Assets until such time as such 

Citigroup Servicer is required to apply the MHA Program to Covered Assets that are second 

lien loans pursuant to sub-clause (a) of this clause (ii). 

(iii) In connection with any modification of Covered Assets serviced by any Citigroup 

Servicer done pursuant to clauses (b)(i) and (b)(ii), the following requirements shall apply: (1) 

such Citigroup Servicer shall not charge the borrower (and no borrower shall be required to pay) 

any modification, refinance or other similar fees or points in connection with the modification, 

nor shall any such fees, costs or charges be capitalized; (2) unpaid late fees owing at the time of 

the modification and prepayment penalties otherwise chargeable to the borrower shall be 

waived; (3) modified loans shall not include any prepayment penalties; and (4) with respect to 

any loan modified under any MHA Program or the FDIC Mortgage Loan Modification 

Program, the Citigroup Servicer shall establish an escrow account for the payment of future 

taxes and insurance premiums to the extent required by the applicable MHA Program or FDIC 

Mortgage Loan Modification Program. 

(iv) With respect to any Covered Asset that is a residential mortgage loan owned by a 

Citigroup Ring-Fence Entity but not serviced by a Citigroup Servicer, in each case, as and to 

the extent permitted by servicing agreements entered into on or before January 15, 2009 and in 

servicing agreements amended or entered into after January 15, 2009, the Citigroup Ring-Fence 

Entity that owns such Covered Asset shall: 

(a) not object as an investor to any MHA Servicer applying an applicable 

MHA Program to such Covered Asset; 

(b) subject to Section 3.10(d) of these Guidelines, beginning December 1, 

2009, require any servicer that is not an MHA Servicer (or before such servicer becomes an 

MHA Servicer and is required to apply MHA Programs to loans it services under the applicable 

MHA Program) to: 

(1) offer (i) any borrower of a Covered Asset that is a residential mortgage 

loan who would have been eligible for a modification under the 

applicable MHA Program had their loan been serviced by an MHA 

Servicer or (ii) any such borrower facing imminent default that is 60 

days or less delinquent, a modification: 

(i) targeted at a 31% or lower debt-to-income ratio via the 

modification waterfall under the applicable MHA Program, substituting 

steps where needed and as allowable under such MHA Program; and

(ii) with any interest rate cap(s) applicable under such MHA 

Program; if 

(iii) the servicer determines that the net present value of such 

modification (using such servicer’s net present value model) is greater 

than the expected recovery from foreclosure (provided, that such servicer 

shall also be permitted to consider other customary and reasonable 

alternatives to modification or foreclosure if such servicer or the 

applicable Citigroup Ring-Fence Entity determines that such alternatives 

would result in less of a loss to the Citigroup Ring-Fence Entity); and if
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(iv) the borrower provides evidence reasonably satisfactory to such 

servicer or Citigroup Ring-Fence Entity to verify income; 

(2) for Covered Assets that are residential mortgage loans but not first lien 

loans, use customary and reasonable loss mitigation efforts with respect 

to such Covered Assets; 

(3) retain such documentation regarding loss mitigation efforts as is 

consistent with its ordinary servicing practices and provide such 

documents as are reasonably requested by such Citigroup Ring-Fence 

Entity with respect to modifications or loss mitigation efforts for 

Covered Assets serviced by it; and 

(4) use reasonable efforts to contact all borrowers of Covered Assets 

potentially eligible for modifications under this clause (b)(iv)(b). 

For any modifications done in accordance with this clause (b)(iv)(b), any trial 

period contemplated under any MHA Program is optional at the discretion of the 

servicer. For the avoidance of doubt, the Charge-Off for any Covered Accrual 

Basis Asset modified in accordance with this clause (b)(iv)(b) shall be 

calculated without regard to clause (f) in the definition of Charge-Off. 

2.2 Amendment to Section 1.8. Section 1.8 is hereby amended and restated as 

follows: “For Covered Assets that are (i) residential mortgage loans in default or for which default is 

reasonably foreseeable, (ii) not otherwise eligible for (or that no longer qualify for) modification under 

any MHA Program and (iii) serviced by a Citigroup Servicer, Citigroup shall undertake reasonable and 

customary loss mitigation efforts (as determined by such Citigroup Servicer in the exercise of its 

reasonable business judgment), provided that such efforts shall, at a minimum, include the following: 

(a) consideration of customary loss mitigation alternatives (including but not 

limited to foreclosure, loan restructuring, short-sale (if a viable option), workout, modification, 

forbearance, forgiveness and deferral); 

(b) comparison of the net present value of available non-temporary alternatives 

using a model deemed appropriate by such Citigroup Servicer in the exercise of its reasonable 

business judgment; and 

(c) based on that comparison, selection of the alternative resulting in the least 

amount of Loss. 

Each Citigroup Servicer shall retain its calculations of the estimated Loss under each 

alternative and provide such calculations to the U.S. Federal Parties upon request. The use of 

loss mitigation alternatives by such Citigroup Servicer shall be reported in the monthly reports 

required under Section 3.9 below. 

2.3 Amendment to Section 1.9. The “and” immediately prior to clause (b) of 

Section 1.9 is hereby deleted and the following text is hereby inserted immediately following such 

clause (b): “and (c) for Covered Assets serviced by any Citigroup Servicer, retain for record keeping 

and audit purposes all documentation required to be retained under the MHA Program or FDIC 

Mortgage Loan Modification Program, if applicable, or under its own record retention policies with 
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respect to applicable loss mitigation efforts. Such documents shall be provided to the U.S. Federal 

Parties upon request”. 

2.4 Amendment to Section 1.10. The first sentence of Section 1.10 is hereby 

amended by adding the words “information about the net present value model referred to in Section 1.8 

(including how such model works and any underlying assumptions or data inputs),” after the word 

“including”. 

2.5 Amendment to Section 1.12. Section 1.12 is hereby deleted in its entirety and 

replaced with the following: “the Citigroup Ring-Fence Entities shall not make any amendment or 

modification to the terms of a Covered Loan, other than on a commercially reasonable basis consistent 

with these Guidelines and the other Program Documents.” 

2.6 Amendments to Section 3.3. 

(a) Clause (b) of Section 3.3 is amended by deleting the words “form and” before 

the word “methodology.” 

(b) Clause (c)(ii) of Section 3.3 shall be amended by deleting subclause (4) thereof. 

(c) Clause (c)(iii) of Section 3.3 shall be amended by adding the words “or include 

information in the Monthly Report” immediately after “standalone report”. 

2.7 Amendment to Section 3.5. The words “prior to enacting” in Section 3.5 shall 

be replaced by the words “within 10 business days after and in the Monthly Report of”. 

2.8 Amendments to Section 3.6. 

(a) Section 3.6(a) is hereby amended by inserting the following text at the end of 

the third sentence: “; provided, that in lieu of delivering the full Monthly Report to the Audit and Risk 

Management Committee, Citigroup may deliver such excerpts thereof as deemed appropriate by 

Citigroup (after consultation with the U.S. Federal Parties) so long as such excerpts are delivered with 

a clear and conspicuous statement that the full report is available upon request. 

(b) Section 3.6(b) is hereby amended by:

(1) At the end of clause (iv), replacing the words “but with transaction level 

detail” with the words “with such detail as the U.S. Federal Parties may 

reasonably request”; 

(2) deleting the text of clauses (v) and (vii) in its entirety and replacing each 

of them with “[reserved]”; and 

(3) deleting the text of clause (vi) in its entirety and replacing it with the 

following: “a listing of Specified Actions with respect to Related Assets 

required to be escalated to the Executive Team pursuant to the BusinessLevel Guidelines”. 
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2.9 New Sections 3.9 and 3.10. 

(a) Existing Section 3.9 is hereby renumbered Section 3.11 and the following text is 

hereby inserted as new Section 3.9: 

3.9 With respect to Covered Assets serviced by any Citigroup Servicer, Citigroup 

shall provide monthly reports to the U.S. Federal Parties on the performance of all Covered 

Assets eligible to be modified under these Guidelines (including which loans are eligible for 

modifications under which program), all loan modifications effected in accordance with these 

Guidelines and the performance of such modified loans. The data elements and format for such 

reports shall be, with respect to loans modified under any MHA Program, those data and 

elements provided to Treasury or Fannie Mae, as Treasury’s agent under such MHA Program 

and with respect to any loans modified otherwise in accordance with these Guidelines, 

substantially similar information. Upon request, Citigroup shall also provide to the U.S. 

Federal Parties appropriate information regarding the nature of any loss mitigation efforts 

implemented in accordance with Section 1.8 of these Guidelines. With respect to Covered 

Assets that are residential mortgage loans owned by any Citigroup Ring-Fence Entity but not 

serviced by any Citigroup Servicer, such Citigroup Ring-Fence Entity shall use reasonable 

efforts (to the extent permitted by third-party servicing agreements and to the extent obtaining 

such information would not result in unreasonable expense to such Citigroup Ring-Fence Entity 

in light of the number of loans serviced by such servicer) to obtain similar information from 

such servicer and shall provide such information monthly to the U.S. Federal Parties. 

(b) The following text is hereby inserted as new Section 3.10: 

3.10 New MHA Programs or Changes to Existing MHA Programs 

(a) If there is any change after November 30, 2009, made by Treasury (or Fannie Mae 

or Freddie Mac, acting as Treasury’s agents for HAMP) to any MHA Program in which a 

Citigroup Servicer is participating and (i) in accordance with these Guidelines, is being applied 

to Covered Assets serviced by such Citigroup Servicer and (ii) which would not constitute a 

material change to the related MHA Program, such Citigroup Servicer shall apply any such 

change to the Covered Assets serviced by it as and to the extent required by the Servicer 

Participation Agreement without the approval of the U.S. Federal Parties. 

(b) If there is (i) any material change to any MHA Program after November 30, 2009, or 

(ii) any new MHA Program implemented by a Citigroup Servicer with respect to the Covered 

Assets, which in either case may be done by such Citigroup Servicer in its sole discretion, such 

Citigroup Servicer shall notify the U.S. Federal Parties of such implementation within a 

reasonable time thereafter, together in the case of the FRBNY, with a request for the FRBNY’s 

consent to calculate the Charge-Off for loans modified under such materially-changed or 

newly-implemented MHA Program pursuant to clause (f) of the definition of Charge-Off in the 

Master Agreement. If, after consultation with the Citigroup Servicer, the FRBNY denies such 

request, then Citigroup shall calculate the Charge-Off for loans modified under such materiallychanged or newly-implemented MHA Program without regard to such clause (f); provided, 

however, that (1) no FRBNY consent shall be required for any Citigroup Servicer to apply the 

Second Lien Modification Program as reflected on www.hmpadmin.com as of the date of this 

amendment (and for the avoidance of doubt, the calculation of Charge-Offs for loans modified 

under such Second Lien Modification Program after the Citigroup Servicer enters into the 

applicable Servicer Participation Agreement shall be calculated in accordance with clause (f) of 
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the definition of Charge-Off) and (2) if the FRBNY fails to provide or deny its consent within 

30 days after its receipt of the notice required by this clause (b), the FRBNY shall be deemed to 

have consented pursuant to this clause (b). In addition to the foregoing, Citigroup and the U.S. 

Federal Parties agree that the treatment of economic incentives under any MHA Program 

(including any material changes to such incentives) shall be governed by Sections 6.2, 6.4 and 

6.10 of the Master Agreement, and no FRBNY consent shall be required with respect thereto. 

(c) A “material change” for purposes of this Section 3.10 means a change for which an 

MHA Servicer has the right, under the applicable Servicer Participation Agreement for an 

MHA Program, to “opt-out” of such MHA Program, which generally arises if there is a change 

to the MHA Program that materially impacts the borrower eligibility requirements, the amount 

of payments of the incentives to be made to the related MHA servicer, investors and borrowers 

under the MHA Program, or the rights, duties, or obligations of the MHA Servicer, investors or 

borrowers in connection with the MHA Program. 

(d) No Citigroup Ring-Fence Entity that owns Covered Assets that are residential 

mortgage loans not serviced by a Citigroup Servicer shall be required to implement (or consent 

as an investor to) any material changes to any MHA Program effective after November 30, 

2009, or implement any MHA Program newly-established after November 30, 2009, with 

respect to such Covered Assets. 

2.10 Amendment to Section 4.2. In clause (g) of Section 4.2 of the Governance and 

Asset Management Guidelines, the word “FDIC” in the penultimate sentence is hereby deleted and 

replaced with “by a designated representative of the U.S. Federal Parties”. 

2.11 Amendment to Section 5.5. The text of Section 5.5 shall be deleted and 

replaced with the following: “For any Covered Asset in a non-consumer business, “Related Asset” 

means any loan, extension of credit, security, other asset or other financial exposure held by Citigroup 

at any time on or prior to the end of each monthly reporting period that is attributed to the same credit 

relationship or credit exposure as such Covered Asset in accordance with Citigroup’s normal business 

practices, as further described in the Business-Level Guidelines.” 

SECTION 3. Amendments to Exhibit C. Exhibit C to the Master Agreement is hereby deleted 

in its entirety and replaced with the new Exhibit C attached to this Amendment. 

SECTION 4. Amendment to Exhibit F. The third and fourth sentences under the heading 

“Objective” are hereby deleted and replaced with the following: “While the scope of this agreement is 

limited to Qualifying Mortgage Loans that are “ring-fenced” assets, it is understood that Citigroup 

employs reasonable and customary loss mitigation programs, including loan modifications, for all of 

the mortgages it services, both held and serviced for others. Citigroup may continue to provide 

outreach and other services to borrowers under the Citi Homeowner Assistance initiative or other 

programs that are not inconsistent with this agreement, including outreach to current borrowers.” 

SECTION 5. Amendment to Exhibit H. Exhibit H to the Master Agreement is hereby deleted 

in its entirety and replaced with the new Exhibit H attached to this Amendment. 

SECTION 6. Amendment to Exhibit J. The proviso in clause (d) of Exhibit J shall be 

amended by inserting the following phrase after the words “Covered Assets” therein: “and third-parties 

customarily engaged to assist in the foreclosure of commercial real estate or the sale and management 

of commercial real estate acquired through foreclosure.” 
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SECTION 7. Effective Date. This Amendment (excluding Section 3 hereof) shall be effective 

as of January 15, 2009. Section 3 of this Amendment shall be effective as of July 23, 2009. 

SECTION 8. Limited Effect. Except as expressly amended and modified by this Amendment, 

the Master Agreement shall continue in full force and effect in accordance with its terms. Reference to 

this Amendment need not be made in the Master Agreement or any other instrument or document 

executed in connection therewith or herewith, or in any certificate, letter or communication issued or 

made pursuant to, or with respect to, the Master Agreement, as it is the intent of the parties hereto that 

any reference to the Master Agreement in any such instruments, documents, certificates, letters or 

communications shall be deemed to refer to the Master Agreement, as amended hereby. 

SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY 

FEDERAL LAW, OR IN ABSENCE OF ANY CONTROLLING FEDERAL LAW, THE LAW OF 

THE STATE OF NEW YORK. 

SECTION 10. Counterparts. This Amendment may be executed by each of the parties hereto 

on any number of separate counterparts, each of which shall be an original and all of which taken 

together shall constitute one and the same instrument. 

[Signature Pages Follow] 






























1 

Exhibit C 

Executive Compensation 

Unless otherwise specified, all terms defined in the Master Agreement and the 

Exchange Agreements (as defined below) shall have the same meanings when used 

in this Exhibit C.

(a) Benefit Plans. During the period in which any obligation of Citigroup 

arising from financial assistance provided under the Troubled Asset Relief Program 

remains outstanding (such period, as it may further be described in the Compensation 

Regulations (as defined below), is hereafter referred to as the “Relevant Period”), 

Citigroup shall take all necessary action to ensure that its Benefit Plans comply in all 

respects with Section 111 of the Emergency Economic Stabilization Act of 2008, as 

amended by the American Recovery and Reinvestment Act of 2009, or otherwise from 

time to time (“EESA”), as implemented by the Compensation Regulations, and shall not 

adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not 

expressly state and require that such Benefit Plan and any compensation thereunder shall 

be subject to any relevant Compensation Regulations adopted, issued or released on or 

after the date any such Benefit Plan is adopted. To the extent that EESA and/or the 

Compensation Regulations are amended or otherwise change during the Relevant Period 

in a manner that requires changes to then-existing Benefit Plans, Citigroup shall effect 

such changes to its Benefit Plans as promptly as practicable after it has actual knowledge 

of such changes in order to be in compliance with this paragraph (a) (and shall be deemed 

to be in compliance for a reasonable period to effect such changes). In addition, 

Citigroup shall take all necessary action, other than to the extent prohibited by applicable 

law or regulation applicable outside of the United States, to ensure that the consummation 

of the transactions contemplated by the Exchange Agreement between Citigroup and the 

Treasury, dated as of June 9, 2009 (the “Treasury Exchange Agreement”) and the 

Exchange Agreement between Citigroup and the FDIC, dated as of June 9, 2009 (the 

“FDIC Exchange Agreement” and together with the Treasury Exchange Agreement, the 

“Exchange Agreements”) and the Warrant (including for this purpose the consummation 

of the Private Investor Exchanges and Public Investor Exchanges (each as defined in the 

Exchange Agreements)) will not accelerate the vesting, payment or distribution of any 

equity-based awards, deferred cash awards or any nonqualified deferred compensation 

payable by Citigroup or any of its subsidiaries. For the avoidance of doubt, (A) the limits 

of paragraphs (b) and (c) of this Exhibit C are in addition to any applicable requirements 

under provisions of the EESA prohibiting golden parachute payments to the Senior 

Executive Officers and the relevant Compensation Regulations and (B) to the extent than 

any Benefit Plan is inconsistent with any relevant Compensation Regulations, such 

Compensation Regulations shall control. “Compensation Regulations” means Section 

111 of the EESA, as implemented by any guidance, rule or regulation thereunder, as the 

same shall be in effect from time to time. “Senior Executive Officers” means Citigroup’s 

“senior executive officers” as defined in Section 111 of the EESA and the Compensation 
2 

Regulations issued or to be issued thereunder, including the rules set forth in 31 CFR Part 

30 or any rules that replace 31 CFR Part 30. 

(b) Senior Leadership Members. In addition to the requirements set forth in 

paragraph (a) above, Citigroup shall, during the Relevant Period, take all necessary action 

to limit any “golden parachute payments” to the employees of Citigroup and Citigroup 

Subsidiaries who are members of the Senior Leadership Committee as of the Private 

Exchange Offer Closing Date or the Public Exchange Offer Closing Date (each as 

defined in the Exchange Agreements) (the “Senior Leadership Members”), to the 

amounts permitted by the regulations relating to participants in the EESA Capital 

Purchase Program and the guidelines and rules relating thereto that have been issued and 

are in effect as of the Private Exchange Offer Closing Date or Public Exchange Offer 

Closing Date, as applicable, including the rules set forth in 31 CFR Part 30, as if such 

Senior Leadership Members were Senior Executive Officers for the purposes of the 

EESA (except that equity denominated awards settled solely in equity shall not be 

included in such limit on “golden parachute payments” to Senior Leadership Members). 

(c) Bonus Compensation. 

(i) In addition to the requirements set forth in paragraph (a) above, 

during the Relevant Period, the aggregate amount of Bonus Compensation that 

may be paid to the Senior Executive Officers and Senior Leadership Members 

with respect to fiscal year 2009 shall in no event exceed an amount equal to 60% 

of the aggregate Prior Year Bonus Compensation for the Senior Executive Officer 

and Senior Leadership Member positions (the “Bonus Pool Cap”); provided, that, 

the Bonus Pool Cap may be increased by Citigroup if, and to the extent that, such 

increase is approved by the Treasury and the FDIC (together, the “Investors”) 

following the submission by Citigroup of a written detailed recommendation 

(with all applicable supporting documentation) to the Treasury Assistant 

Secretary for the Office of Financial Stability describing the basis for any 

proposed change to the 2009 bonus pool. The Investors shall have the authority 

to reject any change in the 2009 bonus pool if Citigroup fails to demonstrate to 

the reasonable satisfaction of the Investors that the proposed change is warranted 

by Citigroup’s demonstrated profitability, adequacy of risk-adjusted capital, 

market factors, compliance with the repayment terms of any investment and/or 

loan by the U.S. Federal Parties or any other Governmental Entity, compliance 

with loan terms and covenants, compensation plan designs, Citigroup 

performance in managing the Covered Asset pool in compliance with the Master 

Agreement, changes to the size or composition of the Senior Leadership 

Committee, and any other factors the Investors deem relevant in its discretion. 

“Bonus Compensation” means all payments (whether in cash, stock or other 

assets) in excess of the individual's base salary paid with respect to a fiscal year 

(including any bonuses relating to such fiscal year that are paid in the following 

fiscal year), including any incentive or retention compensation; provided that 

“Bonus Compensation” does not include (i) any perquisites, to the extent that the 

applicable Senior Executive Officer or Senior Leadership Member is receiving 

such perquisites as of the Private Exchange Offer Closing Date or, if such Senior 
3 

Executive Officer or Senior Leadership Member is hired after the Private 

Exchange Offer Closing Date, such perquisites are customarily made available to 

an employee holding such Senior Executive Officer or Senior Leadership 

Member’s position as of the Private Exchange Offer Closing Date, (ii) employee 

benefits generally made available to all employees employed within the same 

jurisdiction, (iii) supplemental retirement benefits provided under a plan in which 

the applicable Senior Executive Officer or Senior Leadership Member participates 

on the Private Exchange Offer Closing Date, (iv) benefits provided under 

generally available expatriate programs, (v) any long-term incentive 

compensation award granted prior to the Private Exchange Offer Closing Date 

that is subject to performance-based vesting and payable in 2009 or 2010, (vi) any 

sign-on award granted to a Senior Executive Officer or Senior Leadership 

Member who commences employment with Citigroup in fiscal year 2009 that is 

intended to make such Senior Executive Officer or Senior Leadership Member 

whole for unvested or otherwise forfeitable awards that are actually forfeited by 

the Senior Executive Officer or Senior Leadership Member’s prior employer in 

connection with such Senior Executive Officer or Senior Leadership Member’s 

departure from such prior employer and acceptance of employment with 

Citigroup; provided that the portion of any such sign-on award that serves as a 

“make whole” award for any such forfeited awards that were forfeited because the 

applicable vesting conditions were not achieved prior to the date of termination 

shall be granted subject to substantially similar vesting conditions or, if such signon award is paid to the Senior Executive Officer or Senior Leadership Member 

upon such individual’s commencement of employment with Citigroup, shall be 

subject to a repayment obligation that reasonably reflects the vesting conditions 

applicable to such forfeited awards or (vii) any retention award committed to prior 

to the Private Exchange Offer Closing Date. “Prior Year Bonus Compensation” 

means, with respect to each Senior Executive Officer and Senior Leadership 

Member position, the Bonus Compensation paid with respect to fiscal year 2007, 

or, if no Bonus Compensation was paid for such position with respect to fiscal 

year 2007 (as evidenced by such person not receiving a stock award under the 

Capital Accumulation Program with respect to 2007), the most recently preceding 

fiscal year for which Bonus Compensation was paid for such position. For the 

avoidance of doubt, “Prior Year Bonus Compensation” does not include any 

retention awards granted during or with respect to the applicable fiscal year. 

(ii) For the avoidance of doubt, to the extent that subsection 111(b)(3) 

of the EESA or the Compensation Regulations require the reduction of Bonus 

Compensation with respect to fiscal year 2009 for Senior Executive Officers and 

Covered Employees subject to restrictions on the payment of Bonus 

Compensation under the Compensation Regulations, the Bonus Pool Cap with 

respect to fiscal year 2009 shall be reduced by an amount equal to the Reduction 

Amount, and the Reduction Amount shall not be reallocated to any Senior 

Executive Officer or to any Senior Leadership Member to whom the payment of 

Bonus Compensation is not so restricted. Subject to the immediately preceding 

sentence of this paragraph (c)(ii), Citigroup shall allocate Bonus Compensation 

subject to the Bonus Pool Cap in its discretion. For purposes of this paragraph 
4 

(c), Citigroup and the Investors acknowledge and agree that a “Covered 

Employee” is a Senior Leadership Member who is covered by subsection 

111(b)(3) of the EESA or, to the extent required by the Compensation 

Regulations, a Senior Leadership Member covered thereby. The “Reduction 

Amount” is equal to (x) the aggregate Bonus Compensation with respect to fiscal 

year 2008 paid to Senior Executive Officers and Covered Employees (such 

individuals determined as if subsection 111(b)(3) of the EESA or the 

Compensation Regulations, as applicable, applied with respect to fiscal year 

2008), minus (y) the aggregate Bonus Compensation with respect to fiscal year 

2009 that may be paid to Senior Executive Officers and Covered Employees in 

accordance with subsection 111(b)(3) of the EESA or the Compensation 

Regulations, as applicable; provided that in the event that the Reduction Amount 

with respect to any Senior Executive Officer or Covered Employee is a negative 

amount, such amount shall be disregarded for purposes of calculating the 

aggregate Reduction Amount. 

(iii) Citigroup represents and warrants to the Investors that, with 

respect to the fiscal year 2008, it complied with paragraph (c) of Exhibit C of the 

Master Agreement in effect prior to July 23, 2009. 

(d) Additional Waivers. After the Private Exchange Offer Closing Date in 

connection with the hiring or promotion of an Exhibit C Employee and/or the 

promulgation of applicable Compensation Regulations, to the extent any Exhibit C 

Employee shall not have executed a waiver with respect to the application to such Exhibit 

C Employee of the Compensation Regulations, Citigroup shall use its best efforts to (i) 

obtain from such Exhibit C Employee a waiver in a form satisfactory to the Investors and 

(ii) deliver such waiver to the Investors as promptly as possible. “Exhibit C Employee” 

means each (A) Senior Executive Officer, (B) Senior Leadership Member and (C) any 

other employee of Citigroup or its subsidiaries determined at any time to be subject to 

Section 111 of the EESA. 

(e) Restrictions on Lobbying. Until such time as the Investors cease to own 

any Securities (as defined in the Exchange Agreements) of Citigroup or an Affiliate of 

Citigroup acquired pursuant to the Exchange Agreements, including any Exchange 

Common Shares (as defined in the Exchange Agreements), Citigroup shall continue to 

maintain and implement its comprehensive written policy (the “U.S. Lobbying Policy”) 

on lobbying, governmental ethics and political activity and distribute such U.S. Lobbying 

Policy to all Citigroup employees and lobbying firms involved in any such activity. Until 

such time as the Investors cease to own any Securities of Citigroup acquired pursuant to 

the Exchange Agreements, including any Exchange Common Shares, any material 

amendments to the U.S. Lobbying Policy shall require the prior written consent of the 

Investors, and any material deviations from the U.S. Lobbying Policy, whether in 

contravention thereof or pursuant to waivers provided for thereunder, shall promptly be 

reported to the Investors. The U.S. Lobbying Policy shall, at a minimum: (i) require 

compliance with all applicable law; (ii) apply to Citigroup, Citigroup Subsidiaries that 

constitute Citigroup’s consolidated subsidiaries and affiliated foundations; (iii) govern 

(A) the provision of items of value to any U.S. government officials; (B) lobbying of U.S. 
5 

government officials and (C) U.S. political activities and contributions; and (iv) provide 

for (x) internal reporting and oversight and (y) mechanisms for addressing noncompliance with the U.S. Lobbying Policy. 

(f) Restrictions on Expenses. Until such time as the Investors cease to own 

any Securities of Citigroup or an Affiliate of Citigroup acquired pursuant to the Exchange 

Agreements, including any Exchange Common Shares (other than the Warrant or the 

Warrant Shares (as defined in the Exchange Agreements)), Citigroup shall continue to 

maintain and implement its comprehensive written policy (the “Expense Policy”, it being 

understood that the Expense Policy may be comprised of more than one written policy) 

on corporate expenses and distribute the Expense Policy to all Citigroup employees. 

Until such time as the Investors cease to own any Securities of Citigroup or an Affiliate 

of Citigroup acquired pursuant to the Exchange Agreements, including any Exchange 

Common Shares, any material amendments to the Expense Policy shall require the prior 

written consent of the Investors, and any material deviations from the Expense Policy, 

whether in contravention thereof or pursuant to waivers provided for thereunder, shall 

promptly be reported to the Investors. The Expense Policy shall, at a minimum: (i) 

require compliance with all applicable law; (ii) apply to Citigroup and Citigroup 

Subsidiaries that constitute Citigroup’s consolidated subsidiaries; (iii) govern (A) the 

hosting, sponsorship or other payment for conferences and events, (B) the use of 

corporate aircraft, (C) travel accommodations and expenditures, (D) consulting 

arrangements with outside service providers, (E) any new lease or acquisition of real 

estate, (F) expenses relating to office or facility renovations or relocations and (G) 

expenses relating to entertainment or holiday parties; (iv) provide for (x) internal 

reporting and oversight and (y) mechanisms for addressing non-compliance with the 

Expense Policy; and (v) be promptly amended as may from time to time be necessary to 

comply with the Compensation Regulations. 

(g) Risk Management Report. Within 30 days of making the certification 

required for compliance with section 111(b)(4) of EESA and any guidance, rules or 

regulations issued thereunder regarding the compensation committee review of 

compensation arrangements with Citigroup’s Senior Executive Officers, Citigroup will 

provide a report to the Investors detailing (i) the risks identified during that review, (ii) 

the steps to be taken to mitigate those risks and (iii) Citigroup’s recommendations for 

amending compensation arrangements to reduce the risk through implementation of long 

term performance metrics or other mechanisms. 

(h) Clawback. In the event that any Exhibit C Employee receives a payment 

in contravention of the provisions of this Exhibit C, Citigroup shall promptly provide 

such individual with written notice that the amount of such payment must be repaid to 

Citigroup in full within fifteen business days following receipt of such notice or such 

earlier time as may be required by the Compensation Regulations and shall promptly 

inform the Investors (i) upon discovering that a payment in contravention of this Exhibit 

C has been made (ii) following the repayment to Citigroup of such amount and (iii) take 

such other actions as may be necessary to comply with the Compensation Regulations. 
6 

(i) In addition to the guidelines set forth in paragraph (c) of this Exhibit C, 

until the Maturity Date of the Master Agreement occurs the aggregate amount of Bonus 

Compensation that may be paid to the Senior Executive Officers and Senior Leadership 

Members shall be subject to performance thresholds set forth in the Master Agreement 

with respect to cumulative Citigroup Quarterly Net Losses on the pool of Covered Assets. 

For fiscal years 2010 and each fiscal year thereafter until the Maturity Date of the Master 

Agreement occurs, the Bonus Compensation (as defined in paragraph (c) of this Exhibit 

C), determined to be paid to Citigroup’s Senior Executive Officers and Senior Leadership 

Members shall be subject to the following limitations. In any fiscal year in which 

cumulative Citigroup Quarterly Net Losses incurred by the Citigroup Ring Fence Entities 

exceed an amount equal to the Citigroup Deductible minus $10 Billion, the Bonus 

Compensation for that calendar year shall be reduced by 2% for each $1 Billion that the 

cumulative Citigroup Quarterly Net Losses incurred by the Citigroup Ring Fence Entities 

exceeds the amount equal to the Citigroup Deductible minus $10 Billion. In any fiscal 

year in which the cumulative Citigroup Quarterly Net Losses incurred by the Citigroup 

Ring Fence Entities exceeds an amount equal to the Citigroup Deductible, the Bonus 

Compensation shall be reduced by 5% for each $1 Billion in excess of the Citigroup 

Deductible. The maximum decrease in the aggregate bonus pool in any fiscal year shall 

be 40%. For each succeeding fiscal year, the bonus pool shall be reset to 100% and be 

subject to the preceding reductions for further increases in cumulative Citigroup 

Quarterly Net Losses. Within 30 days of payment of annual Bonus Compensation for 

any fiscal year in which such Bonus Compensation reductions are required, Citigroup 

shall report to the FDIC regarding compliance with the requirements of this paragraph (f) 

of Exhibit C. 

(j) Limitation on Deductions. During the Relevant Period, Citigroup agrees 

that it shall not claim a deduction for remuneration for federal income tax purposes in 

excess of $500,000 for each Senior Executive Officer that would not be deductible if 

Section 162(m)(5) of the Code applied to Citigroup. 

(k) Compliance. 

(i) During the Relevant Period, Citigroup shall submit a certification 

on the last day of each fiscal quarter beginning with the second fiscal quarter of 

2009 certifying that Citigroup has complied with and is in compliance with the 

provisions set forth in paragraph (a) through (j). Such certification shall be made 

to the TARP Compliance Office by a senior executive officer of Citigroup, 

subject to the requirements and penalties set forth in Title 18, United States Code, 

Section 1001. 

(ii) Citigroup’s chief executive officer and chief financial officer shall 

provide the written certification of compliance by Citigroup with the requirements 

of Section 111 of the EESA in the manner specified by Section 111(b)(4) 

thereunder or in any guidance, rules or regulations issued thereunder. 

(l) Amendments to Executive Compensation Provisions. The parties 

acknowledge that, effective as of June 9, 2009 (the Signing Date of the Treasury 
7 

Exchange Agreement), Section 4.10 of each of (i) the Securities Purchase Agreement 

dated October 26, 2008 between Citigroup and the Investors (the “October SPA”) and 

(ii) the December TIP SPA was amended in its entirety by replacing each such Section 

4.10 with the provisions set forth in Section 4.8 of the Treasury Exchange Agreement and 

any terms included in Section 4.8 of the Treasury Exchange Agreement that were not 

otherwise defined in the October SPA or the December TIP SPA shall have the meanings 

ascribed to such terms in the Treasury Exchange Agreement. To the extent Section 4.8 of 

the Treasury Exchange Agreement (or, in the event the Treasury Exchange Agreement is 

no longer in effect, the FDIC Exchange Agreement) is amended, supplemented, restated, 

replaced or otherwise modified from time to time in accordance with the terms of the 

Treasury Exchange Agreement, the provisions of this Exhibit C shall be amended by 

Treasury (or, in the event the Treasury Exchange Agreement is no longer in effect, the 

FDIC), acting on behalf of each of the U.S. Federal Parties after consultation with 

FRBNY and FDIC, to reflect such amendments, supplements, restatements, replacements 

and other modifications. 
Exhibit H 

Calculation of Foreclosure Loss 

Calendar Quarter: [input quarter] 

Loan no.: [input loan no.] 

 

 

Foreclosure date 

Liquidation date 

Foreclosure Loss calculation 

Loan unpaid principal balance xx (1) 

Attorney's fees xx (2) 

Foreclosure costs, including title search, filing fees, 

advertising, etc. xx 

Property protection costs, maint. and repairs xx 

Tax and insurance advances xx 

Other Advances (3) 

 Appraisal/Broker's Price Opinion fees xx 

 Inspections xx 

 Other xx 

 

Gross balance recoverable by Citigroup (sum of (1), (2) 

and (3)) xx xx (A) 

 

Cash Recoveries: 

Net liquidation proceeds (from HUD-1 settl stmt) xx 

Insurance proceeds xx (B) 

T & I escrow account balance, if positive xx 

Other credits, if any (itemize) xx 

 Total Cash Recovery xx xx 

 

Loss Amount xx (A) - (B) 

(2) Reasonable and customary third-party attorney's fees and expenses incurred by Citigroup in connection with 

any enforcement procedures or otherwise with respect to such Loan. 

(3) Citigroup's reasonable and customary out-of-pocket costs paid to either a third-party or an affiliate (if in 

accordance with Governance and Asset Management Guidelines) for foreclosure, property protection and 

maintenance costs, repairs, assessments, taxes, insurance and similar items, to the extent not paid from funds in 

borrower escrow account. Allowable costs are limited to amounts per Freddie Mac or Fannie Mae guidelines, 

where applicable. 

 DO NOT INCLUDE late fees, prepayment penalties, or any similar lender fees or charges by Citigroup to the 

loan account, any allocation of Citigroup's servicing costs, or any allocations of Citigroup's G&A or other 

operating costs. The aggregate amount of recovery expenses in (2) and (3) that can be included in the Foreclosure 

Loss calculation cannot exceed the amount of the aggregate amount of (B ).