f

SECURITIES PURCHASE AGREEMENT

dated December 31, 2008

between

emGROUP INC., as Issuer

and

UNITED STATES DEPARTMENT OF THE TREASURY

09~33I-0002·10033·NY()2.269~741.8
TABLE OF CONTENTS

Page

Article I

Purchase; Closing

1.1 Purchase 1

1.2 Closing 1

1.3 Interpretation 4

Article II

Representations and Warranties

2.1 Disclosure 4

2.2 Representations and Warranties ofthe Company 5

Article III

Covenants

3.1 Commercially Reasonable Efforts 13

3.2 Expenses 13

3.3 Sufficiency ofAuthorized Common Stock; Exchange Listing 13

3.4 Certain Notifications Until Closing 13

3.5 Access, Infonnation and Confidentiality 14

3.6 Internal Controls 15

Article IV

Additional Agreements

4.1 Purchase for Investment. 15

4.2 Legends 16

4.3 Certain Transactions ; 17

4.4 Transfer ofPurchased Securities and Warrant Shares; Restrictions on Exercise of

the Warrant. 17

4.5 Registration Rights 17

4.6 Voting ofWarrant Shares 28

4.7 Depositary Shares 29

4.8 Restriction on Dividends and Repurchases 29

4.9 Repurchase ofInvestor Securities 30

4.10 Executive Compensation 31

4.11 Qualified Equity Offering 35

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4.12 Bank Holding Company Status 35

Article V

Miscellaneous

5.1 Tennination 35

5.2 Survival ofRepresentations and Warranties 36

5.3 Amendment 36

5.4 Waiver ofConditions 36

5.5 Governing Law: Submission to Jurisdiction, Etc 36

5.6 Notices : : 37

5.7 Definitions 37

5.8 Assignment 38

5.9 Entire Agreement, Etc 38

5.10 Counterparts and Facsimile .3 8

5.11 Severability .38

5.12 No Third Party Beneficiaries .38

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LIST OF ANNEXES

ANNEX A: FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B: FORM OF WAIVER

ANNEX C: FORM OF OPINION

ANNEX D: FORM OF WARRANT

LIST OF SCHEDULES

SCHEDULE A: CAPITALIZATION

SCHEDULE B: LITIGATION

SCHEDULE C: COMPLIANCE WITH LAWS

SCHEDULE D: REGULATORY AGREEMENTS

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INDEX OF DEFINED TERMS

Term

Affiliate

Agreement

Appraisal Procedure

Appropriate Federal Banking Agency

Bank Holding Company

Bankruptcy Exceptions

Benefit Plans

Board ofDirectors

Bonus Pool Cap

Bonus Compensation

Business Combination

business day

Capitalization Date

Certificate ofDesignations

Charter

Closing

Closing Date

Code

Common Stock

Company

Company Financial Statements

Company Material Adverse Effect

Company Reports

Company Subsidiary; Company Subsidiaries

control; controlled by; under common control with

Controlled Group

EESA

ERISA

Exchange Act

Expense Policy

Fair Market Value

Federal Reserve

GAAP

Governmental Entities

Holder

Holders' Counsel

Indemnitee

Information

Investor

Junior Stock

knowledge ofthe Company; Company's knowledge

Last Fiscal Year

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Location of

Definition

5.7(b)

Preamble

4.9(c)(i)

2.2(5)

4.12

2.2(d)

1.2(d)(iv)

2.2(f)

4.1O(c)(i)

4.10(c){i)

5.8

1.3

2.2(b)

1.2(d)(iii)

1.2(d)(iii)

1.2(a)

1.2(a)

2.2(n)

Recitals

Preamble

2.2(h)

2.1(a)

2.2(i)(i)

2.2(i)(i)

5.7(b)

2.2(n)

1.2(d)(iv)

2.2(n)

2.1(b)

4.10(e)

4.9(c)(ii)

4.12

2.1 (a)

1.2(c)

4.5(k)(i)

4.5(k)(ii)

4.5(g)(i)

3.5(c)

Preamble

4.8(c)

5.7(c)

2.1 (b)
Tenn

officers

Original Purchase Agreement

Parity Stock

Pending Underwritten Offering

Pennitted Repurchases

Piggyback Registration

Plan

Preferred Shares

Preferred Stock

Previously Disclosed

Prior Year Bonus Compensation

Proprietary Rights

Purchase

Purchase Price

Purchased Securities

register; registered; registration

Registrable Securities

Registration Expenses

Regulatory Agreement

Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415

Schedules

SEC

Securities Act

Selling Expenses

Senior Executive Officers

Senior Leadership Members

Share Dilution Amount

ShclfRegistrationSmtemem

Signing Date

Special Registration

subsidiary

TARP

Tax; Taxes

Tenn Sheet

Transfer

U.S. Lobbying Policy

Warrant

Warrant Shares

·v095331-0002-1 0033-NY02.269S74 1.8

Location of

Definition

5.7(c)

4.11

4.8(c)

4.5(1)

4.8(a)(ii)

4.5(a)(iv)

2.2(n)

Recimls

Recitals

2.1 (b)

4. 1O(c)(i)

2.2(u)

Recitals

1.1

Recitals

4.5(k)(iii)

4.5(k)(iv)

4.5(k)(v)

2.2(s)

4.5(k)(vi)

Recitals

2.1(b)

2.2(a)

4.5(k)(vii)

4.10(a)

4.10(b)

4.8(a)(ii)

4.5(a)(ii)

2.1 (a)

4.5(i)

5.8(a)

Recitals

2.2(0)

Recitals

4.4

4.1O(d)

Recitals

2.2(d)
SECURITIES PURCHASE AGREEMENT, dated December 31,2008 (this

"Agreement"), between Citigroup.Inc., a Delaware corporation (the "Company"), and the United

States Department ofthe Treasury (the "Investor").

Recitals:

WHEREAS, the Investor may from time to time agree to purchase shares ofpreferred

stock and warrants from eligible financial institutions under the Troubled Asset Relief Program

("TARP');

WHEREAS, the Company agrees to expand the flow of credit to U.S. consumers and

businesses on competitive terms to promote the sustained growth and vitality ofthe U.S.

economy;

WHEREAS, the Company agrees to work diligently, under existing programs, to modify

the terms ofresidential mortgages as appropriate to strengthen the health ofthe U.S. housing

market;

WHEREAS, the Company, the Investor, the Federal Reserve Bank ofNew York and the

Federal Deposit Insurance Corporation entered into a term sheet, dated as ofNovember 23,2008

(the "Term Sheet"), with respect to (i) the issuance ofsecurities to the Investor in a private

placement and (ii) an Eligible Asset Guarantee and related issuance ofsecurities to the Investor

and the Federal Deposit Insurance Corporation; and

WHEREAS, as contemplated by the Term Sheet, the Company intends to issue in a

private placement 20,000 shares ofits preferred stock designated as "Fixed Rate Cumulative

Perpetual Preferred Stock Series I" (the "Preferred Shares") and a warrant to purchase

188,501,414 shares ofits Common Stock ("Common StoclC') (the "Warrant" and, together with

the Preferred Shares, the "Purchased Securities"), and the Investor intends to purchase (the

"Purchase") from the Company the Purchased Securities under TARP.

NOW, THEREFORE, in consideration ofthe premises, and ofthe representations,

warranties, covenants and agreements set forth herein, the parties agree as follows:

Article I

Purchase; Closing

1.1 Purchase. On the terms and subject to the conditions set forth in this Agreement,

the Company agrees to sell to the Investor, and the Investor agrees to purchase from the

Company, at the Closing (as hereinafter defined), the Purchased Securities for an aggregate

purchase price of$20,000,000,000 (the "Purchase Price"). For the avoidance ofdoubt, the

parties agree that the full Purchase Price represents a capital contribution by the Investor solely

in exchange for the Purchased Securities.

1.2 Closing.

(a) On the terms and subject to the conditions set forth in this Agreement, the closing

ofthe Purchase (the "Closing") will take place at the offices ofSimpson Thacher & Bartlett LLP,

09S33 1-0002-10033·NY02,269S74J.8
425 Lexington Avenue, New York, New York 10017, at 9:00 a.m., New York time, on

December 31, 2008 or as soon as practicable thereafter, or at such other place, time and date as

shall be agreed between the Company and the Investor. The time and date on which the Closing

occurs is referred to in this Agreement as the "Closing Date".

(b) Subject to the fulfillment or waiver ofthe conditions to the Closing in this Section

1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case

as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends

as hereinafter provided for, in exchange for payment in full ofthe Purchase Price by wire

transfer ofimmediately available United States funds to a bank account that has been designated

by the Company in writing to the Investor at least three business days prior to the Closing Date.

(c) The respective obligations of each ofthe Investor and the Company to

consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the

Company, as applicable) prior to the Closing ofthe conditions that (i) any approvals or

authorizations of all United States and other governmental, regulatory orjudicial authorities

(collectively, "Governmental Entities") required for the consummation ofthe Purchase shall

have been obtained or made in form and substance reasonably satisfactory to each party and shall

be in full force and effect and all waiting periods required by United States and other applicable

law, if any, shall have expired and (ii) no provision of any applicable United States or other law

and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the

purchase and sale ofthe Purchased Securities as contemplated by this Agreement.

(d) The obligation ofthe Investor to consummate the Purchase is also subject to the

fulfillment (or waiver by the Investor) at or prior to the Closing of each ofthe following

conditions:

(i) (A) the representations and warranties ofthe Company set forth in (x)

Section 2.2(g) ofthis Agreement shall be true and correct in all respects as though made

on and as ofthe Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in

all material respects as though made on and as ofthe Closing Date (other than

representations and warranties that by their terms speak: as of another date, which

representations and warranties shall be true and correct in all material respects as ofsuch

other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or

limitations set forth in such representations and warranties as to ''materiality'', "Company

Material Adverse Effect" and words ofsimilar import) shall be true and correct as though

made on and as ofthe Closing Date (other than representations and warranties that by

their terms speak: as of another date, which representations and warranties shall be true

and correct as ofsuch other date), except to the extent that the failure ofsuch

representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and

correct, individually or in the aggregate, does not have and would not reasonably be

expected to have a Company Material Adverse Effect and (B) the Company shall have

performed in all material respects all obligationsrequired to be performed by it under this

Agreement at or prior to the Closing;

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09~331-0002-1 0033-NYD2.269~74 J.8
(ii) . the Investor shall have received a certificate signed on behalf ofthe

Company by a senior executive officer certifying to the effect that the conditions set forth

in Section 1.2(d)(i) have been satisfied;

(iii) the Company shall have duly adopted and filed with the Secretary of State

ofthe State ofDelaware the amendment to its certificate ofincorporation ("Charter") in

substantially the form attached hereto as Annex A (the "Certificate ofDesignations")

and such filing shall have been accepted;

(iv) (A) the Company shall have effected such changes to its compensation,

bonus, incentive and other benefit plans, arrangements and agreements (including golden

parachute, severance and employment agreements) (collectively, "Benefit Plans") with

respect to its Senior Executive Officers and Senior Leadership Members (and to the

extent necessary for such changes to be legally enforceable, each ofits Senior Executive

Officers and Senior Leadership Members shall have duly consented in writing to such

changes), as may be necessary, during the period that the Investor owns any debt or

equity securities ofthe Company acquired pursuant to this Agreement or the Warrant, in

order to comply with Section 111 (b) ofthe Emergency Economic Stabilization Act of

2008 ("EESA") as implemented by guidance or regulation thereunder that has been issued

and is in effect as ofthe Closing Date, and Section 4.10 ofthis Agreement, and (8) the

Investor shall have received a certificate signed on behalfofthe Company by a senior

executive officer certifying to the effect that the condition set forth in Section

1.2(d)(iv)(A) has been satisfied; .

(v) each ofthe Company's Senior Executive Officers and Senior Leadership

Members shall have delivered to the Investor a written waiver in the form attached hereto

as Annex B releasing the Investor from any claims that such Senior Executive Officer or

Senior Leadership Member may otherwise have as a result ofthe issuance, on or prior to

the Closing Date, of any regulations which require the modification of, and the agreement

ofthe Company hereunder to modify, the terms of any Benefit Plans with respect to its

Senior Executive Officers and Senior Leadership Members, as applicable, to eliminate

any provisions ofsuch Benefit Plans that would not be in compliance with the

requirements ofSection 111(b) ofthe EESA as implemented by guidance or regulation

thereunder that has been issued and is in effect as ofthe Closing Date and Section 4.10 of

this Agreement;

(vi) the Company shall have delivered to the Investor a written opinion from

counsel to the Company (which may be internal counsel), addressed to the Investor and

dated as ofthe Closing Date, in substantially the form attached hereto as Annex C;

(vii) the Company shall have delivered certificates in proper form or, with the

prior consent ofthe Investor, evidence ofshares in book-entry form, evidencing the

Preferred Shares to Investor or its designee(s); and

(viii) the Company shall have duly executed the Warrant in substantially the

form attached hereto as Annex D and delivered such executed Warrant to the Investor or

its designee(s).

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095331-0002-IOO33-NY02.2695741.8
1.3 Interpretation. When a reference is made in this Agreement to "Recitals,"

"Articles," "Sections," "Annexes" or "Schedules" such reference shall be to a Recital, Article or

Section of, or Annex or Schedule to, this Agreement, unless otherwise indicated. The terms

defined in the singular have a comparable meaning when used in the plural, and vice versa.

References to ''herein'', "hereof', ''hereunder'' and the like refer to this Agreement as a whole

and not to any particular section or provision, unless the context requires otherwise. The table of

contents and headings contained in this Agreement are for reference purposes only and are not

part ofthis Agreement. Whenever the words ''include,'' "includes" or ''including'' are used in this

Agreement, they shall be deemed followed by the words ''without limitation." No rule of

construction against the draftsperson shall be applied in connection with the interpretation or

enforcement ofthis Agreement, as this Agreement is the product ofnegotiation between

sophisticated parties advised by counsel. All references to "$" or "dollars" mean the lawful

currency ofthe United States ofAmerica. Except as expressly stated in this Agreement, all

references to any statute, rule or regulation are to the statute, rule or regulation as amended,

modified, supplemented or replaced from time to time (and, in the case ofstatutes, include any

rules and regulations promulgated under the statute) and to any section of any statute, rule or

regulation include any successor to the section. References to a "business day" shall mean any

day except Saturday, Sunday and any day on which banking institutions in the State ofNew

York generally are authorized or required by law or other governmental actions to close.

Article II

Representations and Warranties

2.1 Disclosure.

(a) "Company Material Adverse Effect" means a material adverse effect on (i) the

business, results ofoperation or financial condition ofthe Company and its consolidated

subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall

not be deemed to include the effects of(A) changes after the date ofthis Agreement (the

"Signing Date") in general business, economic or market conditions (including changes

generally in prevailing interest rates, credit availability and liquidity, currency exchange rates

and price levels or trading volumes in the United States or foreign securities or credit markets),

or any outbreak or escalation ofhostilities, declared or undeclared acts ofwar or terrorism, in

each case generally affecting the industries in which the Company and its subsidiaries operate,

(B) changes or proposed changes after the Signing Date in generally accepted accounting

principles in the United States ("GAAP") or regulatory accounting requirements, or authoritative

interpretations thereof, (C) changes or proposed changes after the Signing Date in securities,

banking and other laws ofgeneral applicability or related policies or interpretations of

Governmental Entities (in the case of each ofthese clauSes (A), (B) and (C), other than changes

or occurrences to the extent that such changes or occurrences have or would reasonably be

expected to have a materially disproportionate adverse effect on the Company and its

consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial

services organizations), or (0) changes in the market price or trading volume ofthe Common

Stock or any other equity, equity-related or debt securities ofthe Company or its consolidated

subsidiaries (it being understood and agreed that the exception set forth in this clause (0) does

not apply to the underlying reason giving rise to or contributing to any such change); or (ii) the

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095331-0002-J0033-NY022695741.8
ability ofthe Company to consummate the Purchase and the other transactions contemplated by

this Agreement and the Warrant and perfonn its obligations hereunder or thereunder on a timely

basis.

(b) "Previously Disclosed" means infonnation set forth or incorporated in the

Company's Annual Report on Fonn 10-K for the most recently completed fiscal year ofthe

Company filed with the Securities and Exchange Commission (the "SEC') prior to the Signing

Date (the "Last Fiscal Year") or in its other reports and fonns filed with or furnished to the SEC

under Sections 13(a), 14(a) or 15(d) ofthe Securities Exchange Act of 1934 (the "Exchange

Act") on or after the last day ofthe Last Fiscal Year and prior to the Signing Date.

2.2 Representations and Warranties oithe Company. Except as Previously Disclosed,

the Company represents and warrants to the Investor that as ofthe Signing Date and as ofthe

Closing Date (or such other date specified herein):

(a) Organization, Authority and Significant Subsidiaries. The Company has been

duly incorporated and is validly existing and in good standing under the laws ofitsjurisdiction of

organization, with the necessary power and authority to own its properties and conduct its

business in all material respects as currently conducted, and except as has not, individually or in

the aggregate, had and would not reasonably be expected to have a Company Material Adverse

Effect, has been duly qualified as a foreign corporation for the transaction ofbusiness and is in

good standing under the laws of each otherjurisdiction in which it owns or leases properties or

conducts any business so as to require such qualification; each subsidiary ofthe Company that is

a "significant subsidiary" within the meaning ofRule 1-02(w) ofRegulation S-X under the

Securities Act of 1933 (the "Securities Act") has been duly organized and is validly existing in

good standing under the laws ofitsjurisdiction oforganization. The Charter and bylaws ofthe

Company, copies ofwhich have been provided to the Investor prior to the Signing Date, are true,

complete and correct copies ofsuch documents as in full force and effect as ofthe Signing Date.

(b) Capitalization. The authorized capital stock ofthe Company, and the outstanding

capital stock ofthe Company (including securities convertible into, or exercisable or

exchangeable for, capital stock ofthe Company) as ofthe most recent fiscal month-end

preceding the Signing Date (the "Capitalization Date") is set forth on Schedule A. The

outstanding shares of capital stock ofthe Company have been duly authorized and are validly

issued ·and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and

were not issued in violation of any preemptive rights). Except as provided in the Warrant, as of

the Signing Date, the Company does not have outstanding any securities or other obligations

providing the holder the right to acquire Common Stock that is not reserved for issuance as

specified on Schedule A, and the Company has not made any other commitment to authorize,

issue or sell any Common Stock. Since the Capitalization Date, the Company has not issued any

shares ofCommon Stock, other than (i) shares issued upon the exercise ofstock options or

delivered under other equity-based awards or other convertible securities or warrants which were

issued and outstanding on the Capitalization Date and disclosed on Schedule A and (ii) shares

disclosed on Schedule A.

(c) Preferred Shares. The Preferred Shares have been duly and validly authorized,

and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly

09S33 1-0002-1 0033.NY02.269S741.8
and validly issued and fully paid and non-assessable, will not be issued in violation of any

preemptive rights, and will rank pari passu with or senior to all other series or classes of

Preferred Stock, whether or not issued or outstanding, with respect to the payment ofdividends

and the distribution of assets in the event of any dissolution, liquidation or winding up ofthe

Company.

(d) The Warrant and Warrant Shares. The Warrant has been duly authorized and,

when executed and delivered as contemplated hereby, will constitute a valid and legally binding

obligation ofthe Company enforceable against the Company in accordance with its terms, except

as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or

similar laws affecting the enforcement of creditors' rights generally and general equitable

principles, regardless ofwhether such enforceability is considered in a proceeding at law or in

equity ("Bankruptcy Exceptions"). The shares ofCommon Stock issuable upon exercise ofthe

Warrant (the "Warrant Shares") have been duly authorized and reserved for issuance upon

exercise ofthe Warrant and when so issued in accordance with the terms ofthe Warrant will be

validly issued, fully paid and non-assessable.

(e) Authorization, Enforceability.

(i) The Company has the corporate power and authority to execute and

deliver this Agreement and the Warrant and to carry out its obligations hereunder and

thereunder (which includes the issuance ofthe Preferred Shares, Warrant and Warrant

Shares). The execution, delivery and performance by the Company ofthis Agreement and

the Warrant and the consummation ofthe transactions contemplated hereby and thereby

have been duly authorized by all necessary corporate action on the part ofthe Company

and its stockholders, and no further approval or authorization is required on the part of

the Company. This Agreement is a valid and binding obligation ofthe Company

enforceable against the Company in accordance with its terms, subject to the Bankruptcy

Exceptions.

(ii) The execution, delivery and performance by the Company ofthis

Agreement and the Warrant and the consummation ofthe transactions contemplated

hereby and thereby and compliance by the Company with the provisions hereof and

thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or

constitute a default (or an event which, with notice or lapse oftime or both, would

constitute a default) under, or result in the termination of, or accelerate the performance

required by, or result in a right oftermination or acceleration of, or result in the creation

of, any lien, security interest, charge or encumbrance upon any ofthe properties or assets

ofthe Company or any Company Subsidiary under any ofthe terms, conditions or

provisions of(i) its organizational documents or (ii) any note, bond, mortgage, indenture,

deed oftrust, license, lease, agreement or other instrument or obligation to which the

Company or any Company Subsidiary is a party or by which it or any Company

Subsidiary may be bound, or to which the Company or any Company Subsidiary or any

ofthe properties or assets ofthe Company or any Company Subsidiary may be subject, or

(B) subject to compliance with the statutes and regulations referred to in the next

paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ,

injunction or decree applicable to the Company or any Company Subsidiary or any of

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09~331-0002-10033-NY02.269S741.8
their respective properties or assets except, in the case of clauses (A)(ii) and (B), for

those occurrences that, individually or in the aggregate, have not had and would not

reasonably be expected to have a Company Material Adverse Effect.

(iii) Other than the filing ofthe Certificate ofDesignations with the Secretary

of State ofthe State ofDelaware, any current report on Form 8-K required to be filed

with the SEC, such filings and approvals as are required to be made or obtained under

any state ''blue sky" laws and such as have been made or obtained, no notice to, filing

with, exemption or review by, or authorization, consent or approval of, any

Governmental Entity is required to be made or obtained by the Company in connection

with the consummation by the Company ofthe Purchase except for any such notices,

filings, exemptions, reviews, authorizations, consents and approvals the failure ofwhich

to make or obtain would not, individually or in the aggregate, reasonably be expected to

have a Company Material Adverse Effect.

(f) Anti-takeover Provisions and Ri2hts Plan. The Board ofDirectors ofthe

Company (the "Board ofDirectors") has taken all necessary action to ensure that the transactions

contemplated by this Agreement and the Warrant and the consummation ofthe transactions

contemplated hereby and thereby, including the exercise ofthe Warrant in accordance with its

terms, will be exempt from any anti-takeover or similar provisions ofthe Company's Charter and

bylaws, and any other provisions of any applicable ''moratorium'', "control share", "fair price",

"interested stockholder" or other anti-takeover laws and regulations of any jurisdiction. The

Company has taken all actions necessary to render any stockholders' rights plan ofthe Company

inapplicable to this Agreement and the Warrant and the consummation ofthe transactions

contemplated hereby and thereby, including the exercise ofthe Warrant by the Investor in

accordance with its terms.

(g) No Company Material Adverse Effect. Since September 30, 2008, no fact,

circumstance, event, change, occurrence, condition or development has occurred that,

individually or in the aggregate, has had or would reasonably be expected to have a Company

Material Adverse Effect.

(h) Company Financial Statements. Each ofthe consolidated financial statements of

the Company and its consolidated subsidiaries (collectively the "Company Financial

Statements") included or incorporated by reference in the Company Reports filed with the SEC

since December 31, 2006, present fairly in all material respects the consolidated financial

position ofthe Company and its consolidated subsidiaries as ofthe dates indicated therein'(or if

amended prior to the Signing Date, as ofthe date ofsuch amendment) and the consolidated

results oftheir operations for the periods specified therein; and except as stated therein, such

financial statements (A) were prepared in conformity with GAAP applied on a consistent basis

(except as may be noted therein), (B) have been prepared from, and are in accordance with, the

books and records ofthe Company and the Company Subsidiaries and (C) complied as to form,

as oftheir respective dates offiling with the SEC, in ali material respects with the applicable

accounting requirements and with the published rules and regulations ofthe SEC with respect

thereto.

(i) Reports.

09533I-0002-10033-NY02.269514J.8
(i) Since December 31,2006, the Company and each subsidiary ofthe

Company (each a "Company Subsidiary" and, collectively, the "Company Subsidiaries")

has timely filed all reports, registrations, documents, filings, statements and submissions,

together with any amendments thereto, that it was required to file with any Governmental

Entity (the foregoing, collectively, the "Company Reports") and has paid all fees and

assessments due and payable in connection therewith, except, in each case, as would not,

individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect. As oftheir respective dates offiling, the Company Reports complied in

all material respects with all statutes and applicable rules and regulations ofthe

applicable Governmental Entities. In the case ofeach such Company Report filed with or

furnished to the SEC, such Company Report (A) did not, as ofits date or if amended

prior to the Signing Date, as'ofthe date ofsuch amendment, contain an untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements

made therein, in light ofthe circumstances under which they were made, not misleading,

and (B) complied as to form in all material respects with the applicable requirements of

the Securities Act a,nd the Exchange Act. With respect to all other Company Reports, the

Company Reports were complete and accurate in all material respects as oftheir

respective dates. No executive officer ofthe Company or any Company Subsidiary has

failed in any respect to make the certifications required ofhim or her under Section 302

or 906 ofthe Sarbanes-Oxley Act of 2002.

(ii) The records, systems, controls, data and information ofthe Company and

the Company Subsidiaries are recorded, stored, maintained and operated under means

(including any electronic, mechanical or photographic process, whether computerized or

not) that are under the exclusive ownership and direct control ofthe Company or the

Company Subsidiaries or their accountants (including all means of access thereto and

therefrom), except for any non-exclusive ownership and non-direct control that would not

reasonably be expected to have a material adverse effect on the system ofinternal

accounting controls described below in this Section 2.2(i)(ii). The Company (A) has

implemented and maintains disclosure controls and procedures (as defined in

Rule 13a-15(e) ofthe Exchange Act) to ensure that material information relating to the

Company, including the consolidated Company Subsidiaries, is made known to the chief

executive officer and the chieffinancial officer ofthe Company by others within those

entities, and (B) has disclosed, based on its most recent evaluation prior to the Signing

Date, to the Company's outside auditors and the audit committee ofthe Board of

Directors (x) any significant deficiencies and material weaknesses in the design or

operation ofintemal controls over financial reporting (as defined in Rule 13a-15(f) ofthe

Exchange Act) that are reasonably likely to adversely affect the Company's ability to

record, process, summarize and report financial information and (y) any fraud, whether or

not material, that involves management or other employees who have a significant role in

the Company's internal controls over financial reporting.

(j) No Undisclosed Liabilities. Neither the Company nor any ofthe Company

Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or

otherwise) which are not properly reflected or reserved against in the Company Financial

Statements to the extent required to be so reflected or reserved against in accordance with

09S331-0002.10033·NY02.269S741.8
GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and

usual course ofbusiness and consistent with past practice and (B) liabilities that, individually or

in the aggregate, have not had and would not reasonably be expected to have a Company

Material Adverse Effect.

(k) Offering ofSecurities. Neither the Company nor any person acting on its behalf

has taken any action (including any offering of any securities ofthe Company under

circumstances which would require the integration ofsuch offering with the offering ofany of

the Purchased Securities under the Securities Act, and the rules and regulations ofthe SEC

promulgated thereunder), which might subject the offering, issuance or sale of any ofthe

Purchased Securities to Investor pursuant to this Agreement to the registration requirements of

the Securities Act.

(1) Litigation and Other Proceedings. Except (i) as set forth on Schedule B or (ii) as

would not, individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect, there is no (A) pending or, to the knowledge ofthe Company, threatened, claim,

action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to

which any oftheir assets are subject nor is the Company or any Company Subsidiary subject to

any order, judgment or decree or (B) unresolved violation, criticism or exception by any

Governmental Entity with respect to any report or relating to any examinations or inspections of

the Company or any Company Subsidiaries.

(m) Compliance with Laws. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, the Company and the

Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals

of, and have made all filings, applications and registrations with, Governmental Entities that are

required in order to permit them to own or lease their properties and assets and to carry on their

business as presently conducted and that are material to the business ofthe Company or such

Company Subsidiary. Except as set forth on Schedule C, the Company and the Company

Subsidiaries have complied in all respects and are not in default or violation of, and none ofthem

is, to the knowledge ofthe Company, under investigation with respect to or, to the knowledge of

the Company, have been threatened to be charged with or given notice of any violation of, any

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule,

regulation, policy or guideline, order, demand, writ, injunction, decree orjudgment of any

Governmental Entity, other than such noncompliance, defaults or violations that would not,

individually or in the aggregate, reasonably be expected to have a Company Material Adverse

Effect. Except for statutory or regulatory restrictions of general application or as set forth on

Schedule C, no Governmental Entity has placed any restriction on the business or properties of

the Company or any Company Subsidiary that would, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect.

(n) Employee Benefit Matters. Except as would not reasonably be expected to have,

either individually or in the aggregate, a Company Material Adverse Effect: (A) each "employee

benefit plan" (within the meaning ofSection 3(3) ofthe Employee Retirement Income Security

Act of 1974, as amended ("ERISA"» providing benefits to any current or former employee,

officer or director ofthe Company or any member ofits "Controlled Group" (defined as any

organization which is a member of a controlled group of corporations within the meaning of

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095331-OOO2-IOO33-NY02.269S741.8
Section 414 ofthe Internal Revenue Code of 1986, as amended (the "Coden» that is sponsored,

maintained or contributed to by the Company or any member ofits Controlled Group and for

which the Company or any member ofits Controlled Group would have any liability, whether

actual or contingent (each, a "Plan") has been maintained in compliance with its terms and with

the requirements of all applicable statutes, rules and regulations, including ERISA and the Code;

(B) with respect to each Plan subject to Title N ofERISA (including, for purposes ofthis clause

(B), any plan subject to Title N ofERISA that the Company or any member ofits Controlled

Group previously maintained or contributed to in the six years prior to the Signing Date), (I) no

"reportable event" (within the meaning ofSection 4043(c) ofERISA), other than a reportable

event for which the notice period referred to in Section 4043(c) ofERISA has been waived, has

occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no

"accumulated funding deficiency" (within the meaning ofSection 302 ofERISA or Section 412

ofthe Code), whether or not waived, has occurred in the three years prior to the Signing Date or

is reasonably expected to occur, (3) the fair market value ofthe assets under each Plan exceeds

the present value of all benefits accrued under such Plan (determined based on the assumptions

used to fund such Plan) and (4) neither the Company nor any member ofits Controlled Group

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any

liability under Title N ofERISA (other than contributions to the Plan or premiums to the PBGC

in the ordinary course and without default) in respect of a Plan (including any Plan that is a

"multiemployer plan", within the meaning of Section 4001 (c)(3) ofERISA); and (C) each Plan

that is intended to be qualified under Section 401 (a) ofthe Code has received a favorable

determination letter from the Internal Revenue Service with respect to its qualified status that has

not been revoked, or such a determination letter has been timely applied for but not received by

the Signing Date, and nothing has occurred, whether by action or by failure to act, which could

reasonably be expected to cause the loss, revocation or denial ofsuch qualified status or

favorable determination letter.

(0) Taxes. Except "as would not, individually or in the aggregate, reasonably be

expected to have a Company Material Adverse Effect, (i) the Company and the Company

Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns

required to be filed through the Signing Date, subject to permitted extensions, and have paid all

Taxes due thereon, and (ii) no Tax deficiency has been determined adversely to the Company or

any ofthe Company Subsidiaries, nor does the Company have any knowledge ofany Tax

deficiencies. "Tar' or "Taxes" means any federal, state, local or foreign income, gross receipts,

property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or

add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty,

governmental fee or other like assessment or charge ofany kind whatsoever, together with any

interest or penalty, imposed by any Governmental Entity.

(P) Properties and Leases. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, the Company and the

Company Subsidiaries have good and marketable title to all real properties and all other

properties and assets owned by them, in each case free from liens, encumbrances, claims and

defects that would affect the value thereofor interfere with the use made or to be made thereof

by them. Except as would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased

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09S33I-0002·\OO33·NY02.269S741.8 .
real or personal property under valid and enforceable leases with no exceptions that would

interfere with the use made or to be made thereofby them.

(q) Environmental Liability. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect:

(i) there is no legal, administrative, or other proceeding, claim or action of

any nature seeking to impose, or that would reasonably be expected to result in the

imposition of, on the Company or any Company Subsidiary, any liability relating to the

release ofhazardous substances as defined under any local, state or federal environmental

statute, regulation or ordinance, including the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, pending or, to the Company's knowledge,

threatened against the Company or any Company Subsidiary;

(ii) to the Company's knowledge, there is no reasonable basis for any such

proceeding, claim or action; and

(iii) neither the Company nor any Company Subsidiary is subject to any

agreement, order, judgment or decree by or with any court, Governmental Entity or third

party imposing any such environmental liability.

(r) Risk Management Instruments. Except as would not, individually or in the

aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative

instruments, including, swaps, caps, floors and option agreements, whether entered into for the

Company's own account, or for the account ofone or more ofthe Company Subsidiaries or its or

their customers, were entered into (i) only in the ordinary course ofbusiness, (ii) in accordance

with prudent practices and in all material respects with all applicable laws, rules, regulations and

regulatory policies and (iii) with counterparties believed to be financially responsible at the time;

and each ofsuch instruments constitutes the valid and legally binding obligation ofthe Company

or one ofthe Company Subsidiaries, enforceable in accordance with its terms, except as may be

limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor,

to the knowledge ofthe Company, any other party thereto, is in breach of any ofits obligations

under any such agreement or arrangement other than such breaches that would not, individually

or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(s) Agreements with Regulatory Agencies. Except as set forth on Schedule D,

neither the Company nor any Company Subsidiary is subject to any material cease-and-desist or

other similar order or enforcement action issued by, or is a party to any material written

agreement, consent agreement or memorandum ofunderstanding with, or is a party to any

commitment letter or similar undertaking to, or is subject to any capital directive by, or since

December 31, 2006, has adopted any board resolutions at the request of, any Governmental

Entity (other than the Appropriate Federal Banking Agencies with jurisdiction over the Company

and the Company Subsidiaries) that currently restricts in any material respect the conduct ofits

business or that in any material manner relates to its capital adequacy, its liquidity and funding

policies and practices, its ability to pay dividends, its credit, risk management or compliance

policies or procedures, its internal controls, its management or its operations or business (each

item in this sentence, a "Regulatory Agreement'), nor has the Company or any Company

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09$331-0002-10033-NY02.269S741.&
Subsidiary been advised since December 31, 2006 by any such Governmental Entity that it is

considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The

Company and each Company Subsidiary are in compliance in all material respects with each

Regulatory Agreement to which it is party or subject, and neither the Company nor any

Company Subsidiary has received any notice from any Governmental Entity indicating that

either the Company or any Company Subsidiary is not in compliance in all material respects with

any such Regulatory Agreement. "Appropriate Federal Banking Agency" means the

"appropriate Federal banking agency" with respect to the Company or such Company

Subsidiaries, as applicable, as defined in Section 3(q) ofthe Federal Deposit Insurance Act (12

U.S.C. Section 1813(q».

(t) Insurance. The Company and the Company Subsidiaries are insured with

reputable insurers against such risks and in such amounts as the management ofthe Company

reasonablyhas determined to be prudent and consistent with industry practice. The Company

and the Company Subsidiaries are in material compliance with their insurance policies and are

not in default under any ofthe material terms thereof, each such policy is outstanding and in full

force and effect"all premiums and other payments due under any material policy have been paid,

and all claims thereunder have been filed in due and timely fashion, except, in each case, as

would not, individually or in the aggregate, reasonably be expected to have a Company Material

Adverse Effect.

(u) Intellectual Property. Except as would not, individually or in the aggregate,

reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each

Company Subsidiary owns or otherwise has the right to use, all intellectual property rights,

including all trademarks, trade dress, trade names, service marks, domain names, patents,

inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in

the conduct oftheir existing businesses and all rights relating to the plans, design and

specifications of any ofits branch facilities ("Proprietary Rights") free and clear of all liens and

any claims of ownership by current or former employees, contractors, designers or others and (ii)

neither the Company nor any ofthe Company Subsidiaries is materially infringing, diluting,

misappropriating or violating, nor has the Company or any or the Company Subsidiaries received

any written (or, to the knowledge ofthe Company, oral) communications alleging that any of

them has materially infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights

owned by any other person. Except as would not, individually or in the aggregate, reasonably be

expected to have a Company Material Adverse Effect, to the Company's knowledge, no other

person is infringing, diluting, misappropriating or violating, nor has the Company or any or the

Company Subsidiaries sent any written communications sinc~ January I, 2006 alleging that any

person has infringed, diluted, misappropriated or violated, any ofthe Proprietary Rights owned

by the Company and the Company Subsidiaries.

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any

financial advisory, brokerage, finder's or other fee or commission in connection with this

Agreement or the Warrant or the transactions contemplated hereby or thereby based upon

arrangements made by or on behalfofthe Company or any Company Subsidiary for which the

Investor could have any liability.

-12-

095331-0002-1 0033-NY02.2695741.8
Article III

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions ofthis

Agreement, each ofthe parties will use its commercially reasonable efforts in good faith to take,

or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or

desirable, or advisable under applicable laws, so as to permit consummation ofthe Purchase as

promptly as practicable and otherwise to enable conswnmation ofthe transactions contemplated

hereby and shall use commercially reasonable efforts to cooperate with the other party to that

end.

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, each of

the parties hereto will bear and pay all costs and expenses incurred by it or on its behalfin

connection with the transactions contemplated under this Agreement and the Warrant, including

fees and expenses ofits own financial or other consultants, investment bankers, accountants and

counsel.

3.3 Sufficiency ofAuthorized Common Stock: Exchange Listing.

(a) During the period from the Closing Date until the date on which the Warrant has

been fully exercised, the Company shall at all times have reserved for issuance, free of

preemptive or similar rights, a sufficient number ofauthorized and unissued Warrant Shares to

effectuate such exercise. Nothing in this Section 3.3 shall preclude the Company from satisfying

its obligations in respect ofthe exercise ofthe Warrant by delivery ofshares ofCommon Stock

which are held in the treasury ofthe Company. As soon as reasonably practicable following the

Closing, the Company shall, at its expense, cause the Warrant Shares to be listed on the same

national securities exchange on which the Common Stock is listed, subject to official notice of

issuance, and shall maintain such listing for so long as any Common Stock is listed on such

exchange.

(b) Ifrequested by the Investor, the Company shall promptly use its reasonable best

efforts to cause the Preferred Shares to be approved for listing on a national securities exchange

as promptly as practicable following such request.

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the

Company shall promptly notify the Investor of(i) any fact, event or circumstance ofwhich it is

aware and which would reasonably be expected to cause any representation or warranty ofthe

Company contained in this Agreement to be untrue or inaccurate in any material respect or to

cause any covenant or agreement ofthe Company contained in this Agreement not to be

complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any

fact, circumstance, event, change, occurrence, condition or development ofwhich the Company

is aware and which, individually or in the aggregate, has had or would reasonably be expected to

have a Company Material Adverse Effect; provided, however, that delivery of any notice

pursuant to this Section 3.4 shall not limit or affect any rights ofor remedies available to the

Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a

breach ofthis Agreement or the failure of any condition set forth in Section 1.2 to be satisfied

-13-

09533 1-0002-1 0033·NY02.2695741.8
unless the underlying Company Material Adverse Effect or material breach would independently

result in the failure of a condition set forth in Section 1.2 to be satisfied.

3.5 Access, Information and Confidentiality.

(a) From the Signing Date until the date when the Investor holds an amount of

Preferred Shares having an aggregate liquidation value ofless than 10% ofthe Purchase Price,

the Company will permit the Investor 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 ofthe Company and the

Company Subsidiaries with the principal officers ofthe Company, all upon reasonable notice and

at such reasonable times and as often as the Investor may reasonably request and (y) to review

any information material to the Investor's investment in the Company provided by the Company

to its Appropriate Federal Banking Agency.

(b) From the Signing Date until the date when the Investor holds an amount of

Preferred Shares having an aggregate liquidation value ofless than 10% ofthe Purchase Price,

the Company will and will permit and will cause the Company Subsidiaries to permit (x) the

Investor and its agents, consultants, contractors, (y) the Special Inspector General ofthe

Troubled Asset ReliefProgram, and (z) the Comptroller General ofthe 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 financing terms and conditions; provided that prior to

disclosing any information pursuant to clause (y) or (z), the Special Inspector General ofthe

Troubled Asset ReliefProgram and the Comptroller General ofthe United States shall have

agreed, with respect to documents obtained under this agreement in furtherance ofits 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 ofits reports and soliciting the input from the company as to

information that should be afforded confidentiality, as appropriate.

(c) The Investor will use reasonable best efforts to hold, and will use reasonable best

efforts to cause its 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 the Company furnished or made available to it by the Company or its representatives

pursuant to this 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 ofsuch 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 the Investor from disclosing any Information to the extent

required by applicable laws or regulations or by any subpoena or similar legal process. The

Investor understands that the Information may contain commercially sensitive confidential

information entitled to an exception from a Freedom ofInformation Act request.

(d) The Investor represents that it has been informed by the Special Inspector General

ofthe Troubled Asset ReliefProgram and the Comptroller General ofthe United States that they,

before making any request for access or information pursuant to their audit function under this

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09S331-0002-IOO33-NY02.269S741.8
Agreement, will establish a protocol to avoid, to the extent reasonably possible, duplicative

requests pursuant to this Agreement. Nothing in this section shall be construed to limit the

authority that the Special Inspector General ofthe Troubled Asset ReliefProgram or the

Comptroller General ofthe United States have under law.

3.6 Internal Controls.

(a) The Company agrees to (i) promptly establish appropriate internal controls with

respect to compliance with each ofthe Company's covenants and agreements set forth in

Sections 4.8 through 4.12; (ii) report to Investor on a quarterly basis regarding the

implementation ofthose controls and the Company's compliance (including any instances of

non-compliance) with such covenants and agreements; and (iii) provide a signed certification

from a senior officer to Investor that such report is accurate to the best ofhis or her knowledge,

which certification shall be made subject to the requirements and penalties set forth in Title 18,

United States Code, Section 1001.

(b) The Company agrees to (i) use its reasonable best efforts to account for its use of

the Purchase Price, (ii) set up internal controls with respect to compliance with applicable

requirements regarding the use ofthe Purchase Price, (iii) report to Investor on a quarterly basis

until all ofthe Purchase Price has been accounted for regarding the use ofthe Purchase Price, the

implementation ofthose controls and the Company's compliance (including any instances of

non-compliance) with such requirements applicable to the Purchase Price; and (iii) provide a

signed certification from a senior officer to Investor that such report is accurate to the best of his

or her knowledge, which certification shall be made subject to the requirements and penalties set

forth in Title 18, United States Code, Section 1001.

Article N

Additional Agreements

4.1 Purchase for Investment. The Investor acknowledges that the Purchased Securities

and the Warrant Shares have not been registered under the Securities Act or under any state

securities laws. The Investor (a) is acquiring the Purchased Securities pursuant to an exemption

from registration under the Securities Act solely for investment with no present intention to

distribute them to any person in violation ofthe Securities Act or any applicable U.S. state

securities laws, (b) will not sell or otherwise dispose of any ofthe Purchased Securities or the

Warrant Shares, except in compliance with the registration requirements or exemption provisions

ofthe Securities Act and any applicable U.S. state securities laws, and (c) has such knowledge

and experience in financial and business matters and in investments ofthis type that it is capable

of evaluating the merits and risks ofthe Purchase and ofmaking an informed investment

decision.

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09S331..Q002·\OO33·NY02.269S741.8
4.2 Legends.

(a) The Investor agrees that all certificates or other instruments representing the

Warrant and the Warrant Shares will bear a legend substantially to the following effect:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURmES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS."

(b) In addition, the Investor agrees that all certificates or other instruments

representing the Preferred Shares will bear a legend substantially to the following effect:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY

OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS

INSTRUMENT IS NOTIFIED THAT THE SELLER MAYBE RELYING ON THE

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT

IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A

UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT

WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE

FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER

TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL

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09S331-0002-IOO33-NY02.269S741,8
GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS

INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE

EFFECT OF THIS LEGEND."

(c) In the event that any Purchased Securities or Warrant Shares (i) become registered

under the Securities Act or (ii) are eligible to be transferred without restriction in accordance

with Rule 144 or another exemption from registration under the Securities Act (other than Rule

144A), the Company shall issue new certificates or other instruments representing such

Purchased Securities or Warrant Shares, which shall not contain the applicable legends in

Sections 4.2(a)and (b) above; provided that the Investor surrenders to the Company the

previously issued certificates or other instruments.

4.3 Certain Transactions. The Company will not merge or consolidate with, or sell,

transfer or lease all or substantially all ofits property or assets to, any other party unless the

successor, transferee or lessee party (or its ultimate parent entity), as the case may be (ifnot the

Company), expressly assumes the due and punctual performance and observance of each and

every covenant, agreement and condition ofthis Agreement to be performed and observed by the

Company.

4.4 Transfer ofPurchased Securities and Warrant Shares; Restrictions on Exercise of

the Warrant. Subject to compliance with applicable securities laws, the Investor shall be

permitted to transfer, sell, assign or otherwise dispose of("Transfer") all or a portion ofthe

Purchased Securities or Warrant Shares at any time, and the Company shall take all steps as may

be reasonably requested by the Investor to facilitate the Transfer ofthe Purchased Securities and

the Warrant Shares.

4.5 Registration Rights.

(a) Registration.

(i) Subject to the terms and conditions ofthis Agreement, the Company

covenants and agrees that as promptly as practicable after the Closing Date (and in any

event no later than 30 days after the Closing Date), the Company shall prepare and file

with the SEC a ShelfRegistration Statement covering all Registrable Securities (or

otherwise designate an existing ShelfRegistration Statement filed with the SEC to cover

the Registrable Securities), and, to the extent the ShelfRegistration Statement has not

theretofore been declared effective or is not automatically effective upon such filing, the

Company shaH use reasonable best efforts to cause such ShelfRegistration Statement to

be declared or become effective and to keep such ShelfRegistration Statement

continuously effective and in compliance with the Securities Act and usable for resale of

such Registrable Securities for a period from the date ofits initial effectiveness until such

time as there are no Registrable Securities remaining (including by refiling such Shelf

Registration Statement (or a new ShelfRegistration Statement) ifthe initial Shelf

Registration Statement expires). So long as the Company is a well-known seasoned

issuer (as defined in Rule 405 under the Securities Act) at the time offiling ofthe Shelf

Registration Statement with the SEC, such ShelfRegistration Statement shall be

designated by the Company as an automatic ShelfRegistration Statement.

09S331-0002-IOO33·NY02.269S741.8
Notwithstanding the foregoing, ifon the Signing Date the Company is not eligible to file

a registration statement on Form S-3, then the Company shall not be obligated to file a

ShelfRegistration Statement unless and until requested to do so in writing by the

Investor.

(ii) Any registration pursuant to Section 4.5(a)(i) shall be effected by means of

a shelfregistration on an appropriate form under Rule 415 under the Securities Act (a

"ShelfRegistration Statement'). Ifthe Investor or any other Holder intends to distribute

any Registrable Securities by means of an underwritten offering it shall promptly so

advise the Company and the Company shall take all reasonable steps to facilitate such

distribution, including the actions required pursuant to Section 4.5(c); provided that the

Company shall not be required to facilitate an underwritten offering ofRegistrable

Securities unless the expected gross proceeds from such offering exceed 2% ofthe initial

aggregate liquidation preference ofthe Preferred Shares. The lead underwriters in any

such distribution shall be selected by the Holders of a majority ofthe Registrable

Securities to be distributed; provided that to the extent appropriate and permitted under

applicable law, such Holders shall consider the qualifications of any broker-dealer

Affiliate ofthe Company in selecting the lead underwriters in any such distribution.

(iii) The Company shall not be required to effect a registration (including a

resale ofRegistrable Securities from an effective ShelfRegistration Statement) or an

underwritten offering pursuant to Section 4.5(a): (A) with respect to securities that are

not Registrable Securities; or (B) ifthe Company has notified the Investor and all other

Holders that in the good faith judgment ofthe Board ofDirectors, it would be materially

detrimental to the Company or its securltyholders for such registration or underwritten

offering to be effected at such time, in which event the Company shaH have the right to

defer such registration for a period ofnot more than 45 days after receipt ofthe request of

the Investor or any other Holder; provided that such right to delay a registration or

underwritten offering shall be exercised by the Company (1) only ifthe Company has

generally exercised (or is Concurrently exercising) similar black-out rights against holders

ofsimilar securities that have registration rights and (2) not more than three times in any

12-month period and not more than 90 days in the aggregate in any 12-month period.

(iv) Ifduring any period when an effective ShelfRegistration Statement is not

available, the Company proposes to register any ofits equity securities, other than a

registration pursuant to Section 4.5(a)(i) or a Special Registration, and the registration

form to be filed may be used for the registration or qualification for distribution of

Registrable Securities, the Company will give prompt written notice to the Investor and

all other Holders ofits intention to effect such a registration (but in no event less than ten

days prior to the anticipated filing date) and will include in such registration all

Registrable Securities with respect to which the Company has received written requests

for inclusion therein within ten business days after the date ofthe Company's notice (a

"Piggyback Registration"). Any such person that has made such a written request may

withdraw its Registrable Securities from such Piggyback Registration by giving written

notice to the Company and the managing underwriter, if any, on or before the fifth

business day prior to the planned effective date ofsuch Piggyback Registration. The

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09S331-OOO2-IOO33-NY02.269S741.8
Company may terminate or withdraw any registration under this Section 4.5(a)(iv) prior

to the effectiveness ofsuch registration, whether or not Investor or any other Holders

have elected to include Registrable Securities in such registration.

(v) Ifthe registration referred to in Section 4.5(a)(iv) is proposed to be

underwritten, the Company will so advise Investor and all other Holders as a part ofthe

written notice given pursuant to Section 4.5(a)(iv). In such event, the right ofInvestor

and all other Holders to registration pursuant to Section 4.5(a) will be conditioned upon

such persons' participation in such underwriting and the inclusion ofsuch person's

Registrable Securities in the underwriting ifsuch securities are ofthe same class of

securities as the securities to be offered in the underwritten offering, and each such

person will (together with the Company and the other persons distributing their securities

through such underwriting) enter into an underwriting agreement in customary form with

the underwriter or underwriters selected for such underwriting by the Company; provided

that the Investor (as opposed to other Holders) shall not be required to indemnify any

person in connection with any registration. If any participating person disapproves ofthe

terms ofthe underwriting, such person may elect to withdraw therefrom by written notice

to the Company, the managing underwriters and the Investor (ifthe Investor is

participating in the underwriting).

(vi) If either (x) the Company grants "piggyback" registration rights to one or

more third parties to include their securities in an underwritten offering under the Shelf

Registration Statement pursuant to Section 4.5(a)(ii) or (y) a Piggyback Registration

under Section 4.5(a)(iv) relates to an underwritten offering on behalfofthe Company,

and in either case the managing underwriters advise the Company that in their reasonable

opinion the number ofsecurities requested to be included in such offering exceeds the

number which can be sold without adversely affecting the marketability ofsuch offering

(including an adverse effect on the per share offering price), the Company will include in

such offering only such nmnber ofsecurities that in the reasonable opinion ofsuch

managing underwriters can be sold without adversely affecting the marketability ofthe

offering (including an adverse effect on the per share offering price), which securities

will be so included in the following order ofpriority: (A) first, in the case ofa Piggyback

Registration under Section 4.5(a)(iv), the securities the Company proposes to sell, (B)

then the Registrable Securities ofthe Investor and all other Holders who have requested

inclusion ofRegistrable Securities pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iv), as

applicable, pro rata on the basis ofthe aggregate number ofsuch securities or shares

owned by each such person and (C) lastly, any other securities ofthe Company that have

been requested to be so included, subject to the terms ofthis Agreement; provided,

however, that ifthe Company has, prior to the Signing Date, entered into an agreement

with respect to its securities that is inconsistent with the order of priority contemplated

hereby then it shall apply the order ofpriority in such conflicting agreement to the extent

that it would otherwise result in a breach under such agreement.

(b) Expenses ofRegistration. All Registration Expenses incurred in connection with

any registration, qualification or compliance hereunder shall be home by the Company. All

Selling Expenses incurred in connection with any registrations hereunder shall be borne by the

-19-

09S33J-llOO2-JOO33-NY02.269S74J.8
holders ofthe securities so registered pro rata on the basis ofthe aggregate offering or sale price

ofthe securities so registered.

(c) Obligations ofthe Company. The Company shall use its reasonable best efforts,

for so long as there are Registrable Securities outstanding, to take such actions as are under its

control to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) and

to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) ifit

has such status on the Signing Date or becomes eligible for such status in the future. In addition,

whenever required to effect the registration of any Registrable Securities or facilitate the

distribution ofRegistrable Securities pursuant to an effective ShelfRegistration Statement, the

Company shall, as expeditiously as reasonably practicable:

(i) Prepare and file with the SEC a prospectus supplement with respect to a

proposed offering ofRegistrable Securities pursuant to an effective registration

statement, subject to Section 4.5{d), keep such registration statement effective and keep

such prospectus supplement current until the securities described therein are no longer

Registrable Securities.

(ii) Prepare and file with the SEC such amendments and supplements to the

applicable registration statement and the prospectus or prospectus supplement used in

connection with such registration statement as may be necessary to comply with the

provisions ofthe Securities Act with respect to the disposition of all securities covered by

such registration statement.

(iii) Furnish to the Holders and any underwriters such number of copies ofthe

applicable registration statement and each such amendment and supplement thereto

(including in each case all exhibits) and of a prospectus, including a preliminary

prospectus, in conformity with the requirements ofthe Securities Act, and such other

documents as they may reasonably request in order to facilitate the disposition of

Registrable Securities owned or to be distributed by them.

(iv) Use its reasonable best efforts to register and qualify the securities covered

by such registration statement under such other securities or Blue Sky laws ofsuch

jurisdictions as shall be reasonably requested by the Holders or any managing

underwriter(s), to keep such registration or qualification in effect for so long as such

registration statement remains in effect, and to take any other action which may be

reasonably necessary to enable such seller to consummate the disposition in such

jurisdictions ofthe securities owned by such Holder; provided that the Company shall not

be required in connection therewith or as a condition thereto to qualify to do business or

to file a general consent to service ofprocess in any such states orjurisdictions.

(v) Notify each Holder ofRegistrable Securities at any time when a

prospectus relating thereto is required to be delivered under the Securities Act ofthe

happening ofany event as a result ofwhich the applicable prospectus, as then in effect,

includes an untrue statement of a material fact or omits to state a material fact required to

be stated therein or necessary to make the statements therein not misleading in light of

the circumstances then existing.

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09533I-0002-10033-NY02.2695741.8
(vi) Give written notice to the Holders:

(A) when any registration statement filed pursuant to Section 4.5(a) or

any amendment thereto has been filed with the SEC (except for any amendment

effected by the filing ofa document with the SEC pursuant to the Exchange Act)

and when such registration statement or any post-effective amendment thereto has

become effective;

(B) of any request by the SEC for amendments or supplements to any

registration statement or the prospectus included therein or for additional

information;

(C) ofthe issuance by the SEC of any stop order suspending the

effectiveness of any registration statement or the initiation of any proceedings for

that purpose;

(D) ofthe receipt by the Company or its legal counsel of any

notification with respect to the suspension ofthe qualification ofthe Common

Stock for sale in any jurisdiction or the initiation or threatening of any proceeding

for such purpose;

(E) ofthe happening of any event that requires the Company to make

changes in any effective registration statement or the prospectus related to the

registration statement in order to make the statements therein not misleading

(which notice shall be accompanied by an instruction to suspend the use ofthe

prospectus until the requisite changes have been made); and

(F) if at any time the representations and warranties ofthe Company

contained in any underwriting agreement contemplated by Section 4.5(c)(x) cease

to be true and correct.

(vii) Use its reasonable best efforts to prevent the issuance or obtain the

withdrawal of any order suspending the effectiveness of any registration statement

referred to in Section 4.5(c)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence of any event contemplated by Section 4.5(c)(v) or

4.5(c)(vi)(E), promptly prepare a post-effective amendment to such registration statement

or a supplement to the related prospectus or file any other required document so that, as

thereafter delivered to the Holders and any underwriters, the prospectus will not contain

an untrue statement of a material fact or omit to state any material fact necessary to make

the statements therein, in light ofthe circumstances under which they were made, not

misleading. Ifthe Company notifies the Holders in accordance with Section 4.5(c}(vi)(E)

to suspend the use ofthe prospectus until the requisite changes to the prospectus have

been made, then the Holders and any underwriters shall suspend use ofsuch prospectus

and use their reasonable best efforts to return to the Company all copies ofsuch

prospectus (at the Company's expense) other than permanent file copies then in such

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09S33 1-0002-10033-NYD2.269S741.8
Holders' or underwriters' possession. The total number ofdays that any such suspension

may be in effect in any 12-month period shall not exceed 90 days.

(ix) Use reasonable best efforts to procure the cooperation ofthe Company's

transfer agent in settling any offering or sale ofRegistrable Securities, including with

respect to the transfer of physical stock certificates into book-entry form in accordance

with any procedures reasonably requested by the Holders or any managing

underwriter(s).

(x) If an underwritten offering is requested pursuant to Section 4.5(a)(ii), enter

into an underwriting agreement in customary form, scope and substance and take all such

other actions reasonably requested by the Holders ofa majority ofthe Registrable

Securities being sold in connection therewith or by the managing underwriter(s), if any,

to expedite or facilitate the underwritten disposition ofsuch Registrable Securities, and in

connection therewith in any underwritten offering (including making members of

management and executives ofthe Company available to participate in "road shows",

similar sales events and other marketing activities), (A) make such representations and

warranties to the Holders that are selling stockholders and the managing underwriter(s), if

any, with respect to the business ofthe Company and its subsidiaries, and the Shelf

Registration Statement, prospectus and documents, if any, incorporated or deemed to be

incorporated by reference therein, in each case, in customary form, substance and scope,

and, iftrue, confirm the same if and when requested, (B) use its reasonable best efforts to

furnish the underwriters with opinions of counsel to the Company, addressed to the

managing underwriter(s), if any, covering the matters customarily covered in such

opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain

"cold comfort" letters from the independent certified public accountants ofthe Company

(and, ifnecessary, any other independent certified public accountants of any business

acquired by the Company for which financial statements and financial data are included

in the ShelfRegistration Statement) who have certified the financial statements included

in such ShelfRegistration Statement, addressed to each ofthe managing underwriter(s), if

any, such letters to be in customary form and covering matters ofthe type customarily

covered in "cold comfort" letters, (D) if an underwriting agreement is entered into, the

same shall contain indemnification provisions and procedures customary in underwritten

offerings (provided that the Investor shall not be obligated to provide any indemnity), and

(E) deliver such documents and certificates as may be reasonably requested by the

Holders of a majority ofthe Registrable Securities being sold in connection therewith,

their counsel and the managing underwriter(s), if any, to evidence the continued validity

ofthe representations and warranties made pursuant to clause (i) above and to evidence

compliance with any customary conditions contained in the underwriting agreement or

other agreement entered into by the Company.

(xi) Make available for inspection by a representative ofHolders that are

selling stockholders, the managing underwriter(s), if any, and any attorneys or

accountants retained by such Holders or managing underwriter(s), at the offices where

normally kept, during reasonable business hours, financial and other records, pertinent

corporate documents and properties ofthe Company, and cause the officers, directors and

-22-

09S331·0Q02·]OO33·NY02.269S741.8
employees ofthe Company to supply all information in each case reasonably requested

(and ofthe type customarily provided in connection with due diligence conducted in

connection with a registered public offering ofsecurities) by any such representative,

managing underwriter(s), attorney or accountant in connection with such Shelf

Registration Statement.

(xii) Use reasonable best efforts to cause all such Registrable Securities to be

listed on each national securities exchange on which similar securities issued by the

Company are then listed or, ifno similar securities issued by the Company are then listed

on any national securities exchange, use its reasonable best efforts to cause all such

Registrable Securities to be listed on such securities exchange as the Investor may

designate.

(xiii) Ifrequested by Holders of a majority ofthe Registrable Securities being

registered and/or sold in connection therewith, or the managing underwriter(s), if any,

promptly include in a prospectus supplement or amendment such information as the

Holders of a majority ofthe Registrable Securities being registered and/or sold in

connection therewith or managing underwriter(s), if any, may reasonably request in order

to permit the intended method of distribution ofsuch securities and make all required

filings ofsuch prospectus supplement or such amendment as soon as practicable after the

Company has received such request.

(xiv) Timely provide to its security holders earning statements satisfying the

provisions ofSection II(a) ofthe Securities Act and Rule 158 thereunder.

(d) Suspension of Sales. Upon receipt ofwritten notice from the Company that a

registration statement, prospectus or prospectus supplement contains or may contain an untrue

statement of a material fact or omits or may omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading or that circumstances exist

that make inadvisable use ofsuch registration statement, prospectus or prospectus supplement,

the Investor and each Holder ofRegistrable Securities shall forthwith discontinue disposition of

Registrable Securities until the Investor and/or Holder has received copies of a supplemented or

amended prospectus or prospectus supplement, or until the Investor and/or such Holder is

advised in writing by the Company that the use ofthe prospectus and, if applicable, prospectus

supplement may be resumed, and, ifso directed by the Company, the Investor and/or such

Holder shall deliver to the Company (at the Company's expense) all copies, other than

permanent file copies then in the Investor and/or such Holder's possession, ofthe prospectus

and, ifapplicable, prospectus supplement covering such Registrable Securities current at the time

ofreceipt ofsuch notice. The total number ofdays that any such suspension may be in effect in

any 12-month period shall not exceed 90 days.

(e) Termination ofRegistration Rights. A Holder's registration rights as to any

securities held by such Holder (and its Affiliates, partners, members and former members) shall

not be available unless such securities are Registrable Securities.

-23-

095331·0002·10033·NY02.269S141.8
(f) Furnishing Infonnation.

(i) Neither the Investor nor any Holder shall use any free writing prospectus

(as defined in Rule 405) in connection with the sale ofRegistrable Securities without the

prior written consent ofthe Company.

(ii) It shall be a condition precedent to the obligations ofthe Company to take

any action pursuant to Section 4.5(c) that Investor and/or the selling Holders and the

underwriters, if any, shall furnish to the Company such infonnation regarding

themselves, the Registrable Securities held by them and the intended method of

disposition ofsuch securities as shall be required to effect the registered offering oftheir

Registrable Securities.

(g) Indemnification.

(i) The Company agrees to indemnify each Holder and, if a Holder is a

person other than an individual, such Holder's officers, directors, employees, agents,

representatives and Affiliates, and each Person, if any, that controls a Holder within the

meaning ofthe Securities Act (each, an "Indemnitee"), against any and all losses, claims,

damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and

disbursements of attorneys and other professionals incurred in connection with

investigating, defending, settling, compromising or paying any such losses, claims,

damages, actions, liabilities, costs and expenses), joint or several, arising out ofor based

upon any untrue statement or alleged untrue statement ofmaterial fact contained in any

registration statement, including any preliminary prospectus or final prospectus contained

therein or any amendments or supplements thereto or any documents incorporated therein

by reference or contained in any free writing prospectus (as such term is defined in Rule

405) prepared by the Company or authorized by it in writing for use by such Holder (or

any amendment or supplement thereto); or any omission to state therein a material fact

required to be stated therein or necessary to make the statements therein, in light ofthe

circumstances under which they were made, not misleading; provided, that the Company

shall not be liable to such Indemnitee in any such case to the extent that any such loss,

claim, damage, liability (or action or proceeding in respect thereof) or expense arises out

of or is based upon (A) an untrue statement or omission made in such registration

statement, including any such preliminary prospectus or final prospectus contained

therein or any such amendments or supplements thereto or contained in any free writing

prospectus (as such term is defined in Rule 405) prepared by the Company or authorized

by it in writing for use by such Holder (or any amendment or supplement thereto), in

reliance upon and in confonnity with infonnation regarding such Indemnitee or its plan

ofdistribution or ownership interests which was furnished in writing to the Company by

such Indemnitee for use in connection with such registration statement, including any

such preliminary prospectus or final prospectus contained therein or any such

amendments or supplements thereto, or (B) offers or sales effected by or on behalf of

such Indemnitee "by means of' (as defined in Rule 159A) a "free writing prospectus" (as

defined in Rule 405) that was not authorized in writing by the Company.

-24-

095331·0002·IOO33·NY02269S741.8
(ii) Ifthe indemnification provided for in Section 4.5(g)(i) is unavailable to an

Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or

expenses referred to therein or is insufficient to hold the Indemnitee hannless as

contemplated therein, then the Company, in lieu ofindemnifying such Indemnitee, shall

contribute to the amount paid or payable by such Indemnitee as a result ofsuch losses,

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate

to reflect the relative fault ofthe Indemnitee, on the one hand, and the Company, on the

other hand, in connection with the statements or omissions which resulted in such losses,

claims, damages, actions, liabilities, costs or expenses as well as any other relevant

equitable considerations. The relative fault ofthe Company, on the one hand, and ofthe

Indemnitee, on the other hand, shall be detennined by reference to, among other factors,

whether the untrue statement of a material fact or omission to state a material fact relates

to infonnation supplied by the Company or by the Indemnitee and the parties' relative

intent, knowledge, access to infonnation and opportunity to correct or prevent such

statement or omission; the Company and each Holder agree that it would not be just and

equitable if contribution pursuant to this Section 4.5(g)(ii) were detennined by pro rata

allocation or by any other method of allocation that does not take account ofthe equitable

considerations referred to in Section 4.5(g)(i). No Indemnitee guilty offraudulent

misrepresentation (within the meaning ofSection ll(f) ofthe Securities Act) shall be

entitled to contribution from the Company ifthe Company was not guilty ofsuch

fraudulent misrepresentation.

(h) Assignment ofRegistration Rights. The rights ofthe Investor to registration of

Registrable Securities pursuant to Section 4.5(a) may be assigned by the Investor to a transferee

or assignee ofRegistrable Securities with a liquidation preference or, in the case ofRegistrable

Securities other than Preferred Shares, a market value, no less than an amount equal to 2% ofthe

initial aggregate liquidation preference ofthe Preferred Shares; provided, however, the transferor

shall, within ten days after such transfer, furnish to the Company written notice ofthe name and

address ofsuch transferee or assignee and the number and type ofRegistrable Securities that are

being assigned. For purposes ofthis Section 4.5(h), "market value" per share ofCommon Stock

shall be the last reported sale price ofthe Common Stock on the national securities exchange on

which the Common Stock is listed or admitted to trading on the last trading day prior to the

proposed transfer, and the "market value" for the Warrant (or any portion thereof) shall be the

market value per share ofCommon Stock into which the Warrant (or such portion) is exercisable

less the exercise price per share.

(i) Clear Market. With respect to any underwritten offering ofRegistrable Securities

by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect

(other than pursuant to such registration or pursuant to a Special Registration) any public sale or

distribution, or to file any ShelfRegistration Statement (other than such registration or a Special

Registration) covering, in the case of an underwritten offering ofCommon Stock or Warrants,

any ofits equity securities or, in the case ofan underwritten offering ofPreferred Shares, any

Preferred Stock ofthe Company, or, in each case, any securities convertible into or exchangeable

or exercisable for such securities, during the period not to exceed ten days prior and 60 days

following the effective date ofsuch offering or such longer period up to 90 days as may be

requested by the managing underwriter for such underwritten offering. The Company also

095331-0002-10033·NY02.269S741.8
agrees to cause such ofits directors and senior executive officers to execute and deliver

customary lock-up agreements in such form and for such time period up to 90 days as may be

requested by the managing underwriter. "Special Registration" means the registration of(A)

equity securities and/or options or other rights in respect thereofsolely registered on Form S-4 or

Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in

respect thereofto be offered to directors, members ofmanagement, employees, consultants,

customers, lenders or vendors ofthe Company or Company Subsidiaries or in connection with

dividend reinvestment plans.

(j) Rule 144; Rule 144A. With a view to making available to the Investor and

Holders the benefits of certain rules and regulations ofthe SEC which may permit the sale ofthe

Registrable Securities to the public without registration, the Company agrees to use its

reasonable best efforts to:

(i) make and keep public information available, as those terms are understood

and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the

Securities Act, at all times after the Signing Date;

(ii) (A) file with the SEC, in a timely manner, all reports and other documents

required ofthe Company under the Exchange Act, and (B) ifat any time the Company is

not required to file such reports, make available, upon the request of any Holder, such

information necessary to permit sales pursuant to Rule 144A (including the information

required by Rule 144A(d)(4) under the Securities Act);

(iii) so long as the Investor or a Holder owns any Registrable Securities,

furnish to the Investor or such Holder forthwith upon request: a written statement by the

Company as to its compliance with the reporting requirements ofRule 144 under the

Securities Act, and ofthe Exchange Act; a copy ofthe most recent annual or quarterly

report ofthe Company; and such other reports and documents as the Investor or Holder

may reasonably request in availing itselfof any rule or regulation ofthe SEC allowing it

to sell any such securities to the public without registration; and

(iv) take such further action as any Holder may reasonably request, all to the

extent required from time to time to enable such Holder to sell Registrable Securities

without registration under the Securities Act.

(k) As used in this Section 4.5, the following terms shall have the following

respective meanings:

(i) "Holder" means the Investor and any other holder ofRegistrable

Securities to whom the registration rights conferred by this Agreement have been

transferred in compliance with Section 4.5(h) hereof.

(ii) "Holders' Counser' means one counsel for the selling Holders chosen by

Holders holding a majority interest in the Registrable Securities being registered.

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09S331-0002·ll1033·NY02.269S741 .8
(iii) "Register," "registered," and "registration" shall refer to a registration

effected by preparing and (A) filing a registration statement in compliance with the

Securities Act and applicable rules and regulations thereunder, and the declaration or

ordering of effectiveness ofsuch registration statement or (B) filing a prospectus and/or

prospectus supplement in respect of an appropriate effective registration statement on

Form S·3.

(iv) "Registrable Securities" means (A) all Preferred Shares, (B) the Warrant

(subject to Section 4.5(p)} and (C) any equity securities issued or issuable directly or

indirectly with respect to the securities referred to in the foregoing clauses (A) or (B) by

way of conversion, exercise or exchange thereof, including the Warrant Shares, or share

dividend or share split or in connection with a combination ofshares, recapitalization,

reclassification, merger, amalgamation, arrangement, consolidation or other

reorganization, provided that, once issued, such securities will not be Registrable

Securities when (1) they are sold pursuant to an effective registration statement under the

Securities Act, (2) except as provided below in Section 4.5(0}, they may be sold pursuant

to Rule 144 without limitation thereunder on volume or manner ofsale, (3) they shall

have ceased to be outstanding or (4) they have been sold in a private transaction in which

the transferor's rights under this Agreement are not assigned to the transferee ofthe

securities. No Registrable Securities may be registered under more than one registration

statement at anyone time.

(v) "Registration Expenses" mean all expenses incurred by the Company in

effecting any registration pursuant to this Agreement (whether or not any registration or

prospectus becomes effective or final) or otherwise complying with its obligations under

this Section 4.5, including all registration, filing and listing fees, printing expenses, fees

and disbursements of counsel for the Company, blue sky fees and expenses, expenses

incurred in connection with any "road show", the reasonable fees and disbursements of

Holders' Counsel, and expenses ofthe Company's independent accountants in

connection with any regular or special reviews or audits incident to or required by any

such registration, but shall not include Selling Expenses.

(vi) "Rule 144", "Rule 144A", "Rule 159A", "Rule 405" and "Rule 415" mean,

in each case, such rule promulgated under the Securities Act (or any successor provision),

as the same shall be amended from time to time.

(vii) "Selling Expenses" mean all discounts, selling commissions and stock

transfer taxes applicable to the sale ofRegistrable Securities and fees and disbursements

of counsel for any Holder (other than the fees and disbursements ofHolders' Counsel

included in Registration Expenses).

(1) At any time, any holder ofSecurities (including any Holder) may elect to forfeit

its rights setforth in this Section 4.5 from that date forward; provided, that a Holder forfeiting

such rights shall nonetheless be entitled to participate under Section 4.5(a)(iv) - (vi) in any

Pending Underwritten Offering to the same extent that such Holder would have been entitled to

ifthe holder had not withdrawn; and provided,further, that no such forfeiture shall terminate a

Holder's rights or obligations under Section 4.5(f) with respect to any prior registration or

-27-

09S331-0002-10033-NYOZ.269S741.8
Pending Underwritten Offering. "Pending Underwritten Offering" means, with respect to any

Holder forfeiting its rights pursuant to this Section 4.5(1), any underwritten offering of

Registrable Securities in which such Holder has advised the Company ofits intent to register its

Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date ofsuch

Holder's forfeiture.

(m) Specific Performance. The parties hereto acknowledge that there would be no

adequate remedy at law ifthe Company fails to perform any ofits obligations under this Section

4.5 and that the Investor and the H~lders from time to time may be irreparably harmed by any

such failure, and accordingly agree that the Investor and such Holders, in addition to any other

remedy to which they may be entitled at law or in equity, to the fullest extent permitted and

enforceable under applicable law shall be entitled to compel specific performance ofthe

obligations ofthe Company under this Section 4.5 in accordance with the terms and conditions

ofthis Section 4.5. .

(n) No Inconsistent Agreements. The Company shall not, on or after the Signing

Date, enter into any agreement with respect to its securities that may impair the rights granted to

the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions

hereofin any manner that may impair the rights granted to the Investor and the Holders under

this Section 4.5. In the event the Company has, prior to the Signing Date, entered into any

agreement with respect to its securities that is inconsistent with the rights granted to the Investor

and the Holders under this Section 4.5 (including agreements that are inconsistent with the order

ofpriority contemplated by Section 4.5(a)(vi» or that may otherwise conflict with the provisions

hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure

they are consistent with the provisions ofthis Section 4.5.

(0) Certain Offerings by the Investor. In the case of any securities held by the

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of

"Registrable Securities," the provisions ofSections 4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of

Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue to apply until such securities

otherwise cease to be Registrable Securities. In any such case, an "underwritten" offering or

other disposition shall include any distribution ofsuch securities on behalfofthe Investor by one

or more broker-dealers, an ''underwriting agreement" shall include any purchase agreement

entered into by such broker-dealers, and any "registration statement" or ''prospectus'' shall

include any offering document approved by the Company and used in connection with such

distribution.

(P) Registered Sales ofthe Warrant. The Holders agree to sell the Warrant or any

portion thereofunder the ShelfRegistration Statement only beginning 30 days after notifying the

Company of any such sale, during which 30-day period the Investor and all Holders ofthe

Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public

distribution ofthe Warrant, including entering into a warrant agreement and appointing a warrant

agent.

4.6 Voting ofWarrant Shares. Notwithstanding anything in this Agreement to the

contrary, the Investor shall not exercise any voting rights with respect to the Warrant Shares.

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095331-0002-10033-NY02.2695741.B
4.7 Depositary Shares. Upon request by the Investor at any time following the

Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to

customary agreements reasonably satisfactory to the Investor and with a depositary reasonably

acceptable to the Investor, pursuant to which the Preferred Shares maybe deposited and

depositary shares, each representing a fraction of a Preferred Share as specified by the Investor,

may be issued. From and after the execution ofany such depositary arrangement, and the deposit

of any Preferred Shares pursuant thereto, the depositary shares issued pursuant thereto shall be

deemed "Preferred Shares" and, as applicable, "Registrable Securities" for purposes ofthis

Agreement.

4.8 Restriction on Dividends and Repurchases.

(a) Prior to the earlier of(x) the third anniversary ofthe Closing Date and (y) the date

on which the Preferred Shares have been redeemed in whole or the Investor has transferred all of

the Preferred Shares to third parties which are not Affiliates ofthe Investor, neither the Company

nor any Company Subsidiary shall, without the consent ofthe Investor:

(i) declare or pay any dividend or make any distribution on the Common

Stock (other than (A) regular quarterly cash dividends of not more than SO.Ol per share,

(B) dividends payable solely in shares ofCommon Stock and (C) dividends or

distributions ofrights or Junior Stock in connection with a stockholders' rights plan); or

(ii) redeem, purchase or acquire any shares ofCommon Stock or other capital

stock or other equity securities ofany kind ofthe Company, or any trust preferred

securities issued by the Company or any Affiliate ofthe Company, other than (A)

redemptions, purchases or other acquisitions ofthe Preferred Shares, (B) redemptions,

purchases or other acquisitions ofshares ofCommon Stock or otherJunior Stock, in each

case in this clause (B) in connection with the administration ofany employee benefit plan

in the ordinary course ofbusiness (including purchases to offset the Share Dilution

Amount (as defined below) pursuant to a publicly announced repurchase plan) and

consistent with past practice; provided that any purchases to offset the Share Dilution

Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other

acquisitions by a broker-dealer subsidiary ofthe Company solely for the purpose of

market-making, stabilization or customer facilitation transactions in Junior Stock or

Parity Stock in the ordinary course ofits business, (D) purchases by a broker-dealer

subsidiary ofthe Company of capital stock ofthe Company for resale pursuant to an

offering by the Company ofsuch capital stock underwritten by such broker-dealer

subsidiary, (E) any redemption or repurchase ofrights pursuant to any stockholders'

rights plan, (F) the acquisition by the Company or any ofthe Company Subsidiaries of

record ownership in Junior Stock or Parity Stock for the beneficial ownership of any

other persons (other than the Company or any other Company Subsidiary), including as

trustees or custodians, and (G) the exchange or conversion ofJunior Stock for or into

otherJunior Stock or ofParity Stock or trust preferred securities for or into other Parity

Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each

case set forth in this clause (0), solely to the extent required pursuant to binding

contractual agreements entered into prior to the Signing Date or any subsequent

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09S33 1-0002·1 0033-NY02.269S741.8
agreement for the accelerated exercise, settlement or exchange thereoffor Common

Stock (clauses (C) and (F), collectively, the "Permitted Repurchases"). "Share Dilution

Amount' means the increase in the number of diluted shares outstanding (determined in

accordance with GAAP, and as measured from the date ofthe Company's most recently

filed Company Financial Statements prior to the Closing Date) resulting from the grant,

vesting or exercise of equity-based compensation to employees and equitably adjusted for

any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

(b) In detennining whether to consent to the actions set forth in Section 4.8(a)(i), the

Investor shall consider, among other factors, the Company's ability to complete an offering ofits

Common Stock of an appropriate size.

(c) Until such time as the Investor ceases to own any Preferred Shares, the Company

shall not repurchase any Preferred Shares from any holder thereof, whether by means ofopen

market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless

it offers to repurchase a ratable portion ofthe Preferred Shares then held by the Investor on the

same terms and conditions.

(d) "Junior Stock" means Common Stock and any other class or series ofstock ofthe

Company the terms ofwhich expressly provide that it ranksjunior to the Preferred Shares as to

dividend rights and/or as to rights on liquidation, dissolution or winding up ofthe Company.

"Parity Stock" means any class or series ofstock ofthe Company the tenns ofwhich do not

expressly provide that such class or series will rank senior orjunior to the Preferred Shares as to

dividend rights and/or as to rights on liquidation, dissolution or winding up ofthe Company (in

each case without regard to whether dividends accrue cumulatively or non-cumulatively).

4.9 Repurchase ofInvestor Securities.

(a) Following the redemption in whole ofthe Preferred Shares held by the Investor or

the Transfer by the Investor of all ofthe Preferred Shares to one or more third parties not

affiliated with the Investor, the Company may repurchase, in whole or in part, at any time the

Warrant or the Warrant Shares then held by the Investor, upon notice given as provided in clause

(b) below, at the Fair Market Value ofthe equity security.

(b) Notice of every repurchase ofthe Warrant or the Warrant Shares held by the

Investor shall be given at the address and in the manner set forth for such party in Section 5.6.

Each notice ofrepurchase given to the Investor shall state: (i) the number and type ofsecurities

to be repurchased, (ii) the Board ofDirector's determination ofFair Market Value ofsuch

securities and (iii) the place or places where certificates representing such securities are to be

surrendered for payment ofthe repurchase price. The repurchase ofthe securities specified in

the notice shall occur as soon as practicable following the detennination ofthe Fair Market

Value ofthe securities.

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095331-0002-IOO33-NY02.269S741.8
(c) As used in this Section 4.9, the following terms shall have the following

respective meanings:

(i) "Appraisal Procedure" means a procedure whereby two independent

appraisers, one chosen by the Company and one by the Investor, shall mutually agree

upon the Fair Market Value. Each party shall deliver a notice to the other appointing its

appraiser within 10 days after the Appraisal Procedure is invoked. Ifwithin 30 days after

appointment ofthe two appraisers they are unable to agree upon the Fair Market Value, a

third independent appraiser shall be chosen within 10 days thereafter by the mutual

consent ofsuch first two appraisers. The decision ofthe third appraiser so appointed and

chosen shall be given within 30 days after the selection ofsuch third appraiser. Ifthree

appraisers shall be appointed and the determination of one appraiser is disparate from the

middle determination by more than twice the amount by which the other determination is

disparate from the middle determination, then the determination ofsuch appraiser shall

be excluded, the remaining two determinations shall be averaged and such average shall

be binding and conclusive upon the Company and the Investor; otherwise, the average of

all three determinations shall be binding upon the Company and the Investor. The costs

of conducting any Appraisal Procedure shall be borne by the Company.

(ii) "Fair Market Value" means, with respect to any security, the fair market

value ofsuch security as determined by the Board ofDirectors, acting in good faith in

reliance on an opinion of a nationally recognized independent investment banking firm

retained by the Company for this pUIpose and certified in a resolution to the Investor. If

the Investor does not agree with the Board ofDirector's determination, it may object in

writing within 10 days ofreceipt ofthe Board ofDirector's determination. In the event of

such an objection, an authorized representative ofthe Investor and the chief executive

officer ofthe Company shall promptly meet to resolve the objection and to agree upon

the Fair Market Value. Ifthe chiefexecutive officer and the authorized representative are

unable to agree on the Fair Market Value during the 1O-day period following the delivery

ofthe Investor's objection, the Appraisal Procedure may be invoked by either party to

determine the Fair Market Value by delivery of a written notification thereofnot later

than the 30th day after delivery ofthe Investor's objection.

4.10 Executive Compensation.

(a) Senior Executive Officers. Until such time as the Investor ceases to own any debt

or equity securities ofthe Company acquired pursuant to this Agreement or the Warrant, the

Company shall take all necessary action to ensure that its Benefit Plans with respect to the Senior

Executive Officers comply in all respects with Section 111(b) ofthe EESA, including the

provisions for the Capital Purchase Program, as implemented by any guidance or regulation

thereunder that has been issued and is in effect as ofthe Closing Date, including the rules set

forth in 31 CFR Part 30 and the provisions prohibiting severance payments to Senior Executive

Officers, and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers

that does not comply therewith. For pwposes of applying section 111(b) ofthe EESA with

respect to this Section 4.1O(a), a "golden parachute payment" means any payment in the nature

of compensation to (or for the benefit of) a Senior Executive Officer made on account of an

applicable severance from employment. "Senior Executive Officers" means the Company's

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09S33 l-0002-10033-NY02.269S74 1.8
"senior executive officers" as defined in subsection 11 1(b)(3) ofthe EESA and regulations

issued thereunder that have been issued and are in effect as ofthe Closing Date, including the

rules set forth in 31 CFR Part 30.

(b) Senior Leadership Members. Until such time as the Investor ceases to own any

debt or equity securities ofthe Company acquired pursuant to this Agreement or the Warrant, the

Company shall take all necessary action to limit any "golden parachute payments" to the

employees ofthe Company and the Company Subsidiaries who are members ofthe Senior

Leadership Committee as ofthe Closing Date (other than the Senior Executive Officers) (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 ofthe Closing Date, including the rules set forth in 31

CFR Part 30, as ifsuch Senior Leadership Members were Senior Executive Officers for purposes

ofthe 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 CompensatioIL

(i) Unless the Investor ceases to own any debt or equity securities ofthe

Company acquired pursuant to this Agreement or the Warrant, the aggregate amount of

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

Leadership Members with respect to each offiscal years 2008 and 2009 shall in no event

exceed an amount equal to 60% ofthe aggregate Prior Year Bonus Compensation for the

Senior Executive Officer and Senior Leadership Member positions (the "Bonus Pool

Cap"); provided, that, with respect to fiscal year 2009, the Bonus Pool Cap may be

increased by the Company if, and to the extent that, such increase is approved by the

Investor following the submission by the Company of a written detailed recommendation

(with all applicable supporting documentation) to the Treasury Assistant Secretary for the

Office ofFinancial Stability describing the basis for any proposed change to the 2009

bonus pool. The Investor shall have the authority to reject any change in the 2009 bonus

pool ifthe Company fails to demonstrate to the reasonable satisfaction ofthe Investor

that the proposed change is warranted by the Company's demonstrated profitability,

adequacy ofrisk-adjusted capital, market factors, compliance with the repayment terms

of any investment and/or loan by the Investor, the Federal Reserve Bank ofNew York,

the Federal Deposit Insurance Corporation or any other Governmental Entity, compliance

with loan terms and covenants, compensation plan designs, Company performance in

managing the asset pool supported by the Investor, the Federal Reserve Bank ofNew

York and/or the Federal Deposit Insurance Corporation under the arrangement

contemplated by the Term Sheet, changes to the size or composition ofthe Senior

Leadership Committee, and any other factors the Investor deems relevant in its discretion.

"Bonus Compensation" means all payments (whether in cash 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 Dot

include (i) any perquisites, to the extent that the applicable Senior Executive Officer or

Senior Leadership Member is receiving such perquisites as ofthe Closing Date or, ifsuch

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095331-0002-IOO33-NY01.2695741.8
Senior Executive Officer or Senior Leadership Member is hired after the Closing Date,

such perquisites are customarilymade available to an employee holding such Senior

Executive Officer or Senior Leadership Member's position as ofthe 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

Closing Date, (iv) benefits provided under generally available expatriate programs, (v)

any long-term incentive compensation award granted prior to the Closing Date that is

subject to perfonnance-based vesting and payable in 2009 or 201 0, (vi) any sign-on

award granted to a Senior Executive Officer or Senior Leadership Member who

commences employment with the Company 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 the Company; provided that the portion of any such signon 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, ifsuch

sign-on award is paid to the Senior Executive Officer or Senior Leadership Member upon

such individual's commencement of employment with the Company, 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 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, ifno 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) At least 60% of any Bonus Compensation in respect ofthe 2008 fiscal

year for any member ofthe Executive Committee (which committee consists ofthe

Senior Executive Officers and the Senior Leadership Members who are the ten next most

senior executive officers ofthe Company other than the Senior Executive Officers) shall

be payable, at the Company's discretion, in a combination of(x) deferred stock awards

(all or a portion ofwhich may be awarded in the fonn ofstock options) or (y) deferred

cash awards. At least 40% ofthe Bonus Compensation in respect ofthe 2008 fiscal year

shall be granted subject to perfonnance-based vesting.

(d) Restrictions on LobbvinfZ. Until the date on which the Preferred Shares have been

redeemed in whole or the Investor has transferred all ofthe Preferred Shares to third parties

which are not Affiliates ofthe Investor, the Company 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 Company employees and

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095331·0002·IOO33·NY02.2695741.8
lobbying finns involved in any such activity. Until the date on which the Preferred Shares have

been redeemed in whole or the Investor has transferred all ofthe Preferred Shares to third parties

which are not Affiliates ofthe Investor, any material amendments to the U.S. Lobbying Policy

shall require the prior written consent ofthe Investor, 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 Investor. The U.S. Lobbying Policy shall, at a

minimmn: (i) require compliance with all applicable law; (ii) apply to the Company, the

Company Subsidiaries that constitute the Company's consolidated subsidiaries and affiliated

foundations; (iii) govern (A) the provision ofitems ofvalue to any U.S. government officials;

(B) lobbying ofU.S. 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.

(e) Restrictions on Expenses. Until the date on which the Preferred Shares have been

redeemed in whole or the Investor has transferred all ofthe Preferred Shares to third parties

which are not Affiliates ofthe Investor, the Company shall continue to maintain and implement

its comprehensive written policy (the "Expense Policy", it being understood that the Expense

Policy may be comprised ofmore than one written policy) on corporate expenses and distribute

the Expense Policy to aU Company employees. Until the date on which the Preferred Shares

have been redeemed in whole or the Investor has transferred all ofthe Preferred Shares to third

parties which are not Affiliates ofthe Investor, any material amendments to the Expense Policy

shall require the prior written consent ofthe Investor, 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 Investor. The Expense Policy shall, at a minimum: (i) require

compliance with all applicable law; (ii) apply to the Company and the Company Subsidiaries that

constitute the Company'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 ofreal estate, (F) expenses relating to office or facility

renovations or relocations and (0) expenses relating to entertainment or holiday parties; and (iv)

provide for (x) internal reporting and oversight and (y) mechanisms for addressing noncompliance with the Expense Policy.

(f) Risk Management Report. Within 30 days ofmaking the certification required

for compliance with section 11 I(b)(2)(A) ofEESA and the regulations issued thereunder set

forth in 31 CFR Part 30 regarding the compensation committee review of compensation

arrangements with the company's senior risk officers, the Company will provide a report to the

Investor detailing (i) the risks identified during that review, (ii) the steps to be taken to mitigate

those risks and (iii) the Company's recommendations for amending compensation arrangements

to reduce the risk through implementation oflong term perfonnance metrics or other

mechanisms.

(g) Clawback. In the event that any Senior Executive Officer or Senior Leadership

Member receives a payment in contravention ofthe provisions ofthis Section 4.10, the Company

shall promptly provide such individual with written notice that the amount ofsuch payment must

be repaid to the Company in full within fifteen business days following receipt ofsuch notice

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09S331-0002-IOO33-NY02.269S741.8
and shall promptly inform the Investor (i) upon discovering that a payment in contravention of

this Section 4.10 has been made and (ii) following the repayment to the Company ofsuch

amount.

(h) Compliance. Until such time as the Investor ceases to own any debt or equity

securities ofthe Company acquired pursuant to this Agreement or the Warrant, the Company

shall submit a certification on the last day of each fiscal quarter begimring with the first fiscal

quarter of2009 certifying that the Company has complied with and is in compliance with the

provisions set forth in Section 4.1O(a) through 4.10(g). Such certification shall be made to the

TARP Compliance Office by a senior executive officer ofthe Company, subject to the

requirements and penalties set forth in Title 18, United States Code, Section 1001.

4.11 Qualified Equity Offering. The Company and the Investor hereby agree that this

Purchase shall not be deemed a Qualified Equity Offering (i) under the Securities Purchase

Agreement - Standard Terms incorporated into the Letter Agreement, dated as ofOctober 26,

2008 (the "Original Purchase Agreemenf'), as amended from time to time, between the

Company and the Investor, including all annexes and schedules thereto or any ofthe documents

related thereto, including the Certificate of Designations ofthe Company's Fixed Rate

Cumulative Perpetual Preferred Stock, Series H or the Warrant (as defined in the Original

Purchase Agreement) or (ii) in respect of any other securities issued by the Company under the

Troubled Asset ReliefProgram.

4.12 Bank Holding Company Status. The Company shall maintain its status as a Bank

Holding Company for as long as the Investor owns any Purchased Securities or Warrant Shares.

The Company shall redeem all Purchased Securities and Warrant Shares held by the Investor

prior to terminating its status as a Bank Holding Company. "Bank Holding Company" means a

company registered as such with the Board ofGovernors ofthe Federal Reserve System (the

"Federal Reserve") pursuant to 12 U.S.C. §1842 and the regulations ofthe Federal Reserve

promulgated thereunder.

Article V

MisceUaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Investor or the Company ifthe Closing shall not have occurred by

the 30th calendar day following the Signing Date; provided, however, that in the event the

Closing has not occurred by such 30th calendar day, the parties will consult in good faith to

determine whether to extend the term ofthis Agreement, it being understood that the parties shall

be required to consult only until the fifth day after such 30th calendar day and not be under any

obligation to extend the term ofthis Agreement thereafter;provided,jurther, that the right to

terminate this Agreement under this Section 5.1 (a) shall not be available to any party whose

breach of any representation or warranty or failure to perform any obligation under this

Agreement shall have caused or resulted in the failure ofthe Closing to occur on or prior to such

date; or

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09S331-0002-IOO33-NY02.269S741.8
(b) by either the Investor or the Company in the event that any Governmental Entity

shall have issued an order, decree or ruling or taken any other action restraining, enjoining or

otherwise prohibiting the transactions contemplated by this Agreement and such order, decree,

ruling or other action shall have become final and nonappealable~ or

(c) by the mutual written consent ofthe Investor and the Company.

In the event oftennination ofthis Agreement as provided in this Section 5.1, this Agreement

shall forthwith become void and there shall be no liability on the part of either party hereto

except that nothing herein shall relieve either party from liability for any breach ofthis

Agreement.

5.2 Survival ofReoresentations and Warranties. All covenants and agreements, other

than those which by their terms apply in whole or in part after the Closing, shall terminate as of

the Closing. The representations and warranties ofthe Company made herein or in any

certificates delivered in connection with the Closing shall survive the Closing without limitation.

5.3 Amendment. No amendment of any provision ofthis Agreement will be effective

unless made in writing and signed by an officer or a duly authorized representative of each party;

provided that the Investor may unilaterally amend any provision ofthis Agreement to the extent

required to comply with any changes after the Signing Date in applicable federal statutes. No

failure or delay by any party in exercising any right, power or privilege hereunder shall operate

as a waiver thereofnor shall any single or partial exercise thereofpreclude any other or further

exercise of any other right, power or privilege. The rights and remedies herein provided shall be

cumulative of any rights or remedies provided by law.

5.4 Waiver ofConditions. The conditions to each party's obligation to consummate

the Purchase are for the sole benefit ofsuch party and may be waived by such party in whole or

in part to the extent permitted by applicable law. No waiver will be effective unless it is in a

writing signed by a duly authorized officer ofthe waiving party that makes express reference to

the provision or provisions subject to such waiver.

5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be

governed by and construed in accordance with the federal law of the United States if and to

the extent such law is applicable, and otherwise in accordance with the laws ofthe State of

New York applicable to contracts made and to be performed entirely within such State.

Each of the parties hereto agrees (a) to submitto the exclusive jurisdiction and venue ofthe

United States District Court for the District of Columbia and the United States Court of

Federal Claims for any and all civil actions, suits or proceedings arising out of or relating

to this Agreement or the Warrant or the transactions contemplated hereby or thereby, and

(b) that notice may be served upon (i) the Company at the address and in the manner set

forth for notices to the Company in Section 5.6 and (il) the Investor in accordance with

federal law. To the extent permitted by applicable law, each of the parties hereto hereby

unconditionally waives trial by jury in any civil legal action or proceeding relating to this

Agreement or the Warrant or the transactions contemplated hereby or thereby.

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09S331-0002-10033-NY02.269S741.8
5.6 Notices. Any notice, request, instruction or other document to be given hereunder

by any party to the other will be in writing and will be deemed to have been duly given (a) on the

date ofdelivery ifdelivered personally, or by facsimile, upon confirmation ofreceipt, or (b) on

the second business day following the date ofdispatch ifdelivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth below or pursuant to such

other instructions as may be designated in writing by the party to receive such notice.

(a) Ifto the Investor:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

VVashington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974.

(b) Ifto the Company:

Citigroup Inc.

399 Park Avenue

New York, New York 10022

Attention: Michael S. Helfer, Esq.

General Counsel

Telephone: (212) 559-5152

Facsimile: (212) 793-5300

Citigroup Inc.

399 Park Avenue

New York, New York 10022

Attention: Andrew Feiner, Esq.

Deputy General Counsel

Telephone: (212) 559-7050

Facsimile: (212) 559-7057

5.7 Definitions

(a) VVhen a reference is made in this Agreement to a subsidiary of a person, the term

"subsidiary" means any corporation, partnership, joint venture, limited liability company or other

entity (x) ofwhich such person or a subsidiary ofsuch person is a general partner or (y) ofwhich

a majority ofthe voting securities or other voting interests, or a majority ofthe securities or other

interests ofwhich having by their terms ordinary voting power to elect a majority ofthe board of

directors or persons performing similar functions with respect to such entity, is directly or

indirectly owned by such person and/or one or more subsidiaries thereof.

(b) The term "Affiliate" means, with respect to any person, any person directly or

indirectly controlling, controlled by or under common control with, such other person. For

purposes ofthis definition, "controf' (including, with correlative meanings, the terms "controlled

by" and "under common control with") when used with respect to any person, means the

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095331-OOO2-JOO33-NY02.2695741.8
possession, directly or indirectly, ofthe power to cause the direction ofmanagement and/or

policies ofsuch person, whether through the ownership of voting securities by contract or

otherwise.

(c) The tenns "knowledge ofthe Company" or "Company's knowledge" mean the

actual knowledge after reasonable and due inquiry ofthe "officers" (as such tenn is defined in

Rule 3b·2 under the Exchange Act, but excluding any Vice President or Secretary) ofthe

Company.

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor

liability arising hereunder or by reason hereofshall be assignable by any party hereto without the

prior written consent ofthe other party, and any attempt to assign any right, remedy, obligation

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of

a Business Combination where such party is not the surviving entity, or a sale ofsubstantially all

ofits assets, to the entity which is the survivor ofsuch Business Combination or the purchaser in

such sale and (b) as provided in Section 4.5. "Business Combination" means a merger,

consolidation, statutory share exchange or similar transaction that requires the approval ofthe

Company's stockholders.

5.9 Entire Agreement. Etc. This Agreement (including the Annexes and Schedules

hereto) and the Warrant constitute the entire agreement, and supersede all other prior

agreements, understandings, representations and warranties, both written and oral, between the

parties, with respect to the subject matter hereof.

5.10 Counterparts and Facsimile. For the convenience ofthe parties hereto, this

Agreement may be executed in any number ofseparate counterparts, each such counterpart being

deemed to be an original instrument, and all such counterparts will together constitute the same

agreement. Executed signature pages to this Agreement may be delivered by facsimile and such

facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

5.11 Severability. If any provision ofthis Agreement or the Warrant, or the application

thereofto any person or circumstance, is determined by a court ofcompetent jurisdiction to be

invalid, void or unenforceable, the remaining provisions hereof, or the application ofsuch

provision to persons or circumstances other than those as to which it has been held invalid or

unenforceable, will remain in full force and effect and shall in no way be affected, impaired or

invalidated thereby, so long as the economic or legal substance ofthe transactions contemplated

hereby is not affected in any manner materially adverse to any party. Upon such determination,

the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable

substitute provision to effect the original intent ofthe parties.

5.12 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or

implied, is intended to confer upon any person or entity other than the Company. and the Investor

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit

ofthe persons referred to in that Section.

* * *

-38-

095331.0002.10033·NY02.2695741.8
hl WbeuWhereof,1hisAgreemont bas been duly executed amd delivered by the duly

authorized%~VC8 oftllll partiClS hanlto 18 oftbo date first herein abow writtm.

•Shobet

~iurorand Head ofCorporato FinanGc

UNITJm STATES DEPARTMENTOF 1HB .

TRBASURY

By: _

Name:

TItle:
IJa W"dD..WHreot; this Agreement has bcea duly oxcMcd IUd delivered by the duly

authorized lepitCSeDtatiVes ofthe parties hereto IS ofthe date first herein above written.

Cl110ROUP INC.

By: _

Name:

Title:

UNITED STATBS DEPARTMENT OF THE

TREASUR//~

By: ~?----- ~~--------- Name::

Title:

Signature Page - Securities Purchase AQeemen~
FORM OF CERTIFICATE OF DESIGNATIONS

[SEE ATTACHED]

09533J-0002-10033-NY02.2695741.8

ANNEXA
ANNEXB

FORM OF WAIVER

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

ReliefProgram, including, without limitation, the Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30,2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximwn bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any tIme initiate, or cause or pennit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

095331-0002·10033-NY02.2695741.8
(}95331·0002·10033·NY02.269S741.8

Respectfully,

Name:

Title:

Date:

-2-
ANNEXC

FORM OF OPINION

(a) The Company has been duly incorporated and is validly existing as a corporation

in good standing under tl:1e laws ofthe state ofits incorporation.

(b) The Preferred Shares have been duly and validly authorized, and, when issued and

delivered pursuant to the Agreement, the Preferred Shares will be duly and validly issued and

fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will

rank pari passu with or senior to all other series or classes ofPreferred Stock issued on the

Closing Date with respect to the payment of dividends and the distribution of assets in the event

of any dissolution, liquidation or winding up ofthe Company.

(c) The Warrant has been duly authorized and, when executed and delivered as

contemplated by the Agreement, will constitute a valid and legally binding obligation ofthe

Company enforceable against the Company in accordance with its terms, excePt as the same may

be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and general equitable principles,

regardless ofwhether such enforceability is considered in a proceeding at law or in equity.

(d) The shares ofCommon Stock issuable upon exercise ofthe Warrant have been

duly authorized and reserved for issuance upon exercise ofthe Warrant and when so issued in

accordance with the terms ofthe Warrant will be validly issued, fully paid and non-assessable.

(e) The Company has the corporate power and authority to execute and deliver the

Agreement and the Warrant and to carry out its obligations thereunder (which includes the

issuance ofthe Preferred Shares, Warrant and Warrant Shares).

(f) The execution, delivery and performance by the Company ofthe Agreement and

the Warrant and the consummation ofthe transactions contemplated thereby have been duly

authorized by all necessary corporate action on the part ofthe Company and its stockholders, and

no further approval or authorization is required on the part ofthe Company.

(g) The Agreement is a valid and binding obligation ofthe Company enforceable

against the Company in accordance with its terms, except as the same may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the

enforcement of creditors' rights generally and general equitable principles, regardless of whether

such enforceability is considered in a proceeding at law or in equity; provided, however, such

counsel need express no opinion with respect to Section 4.5(g) or the severability provisions of

the Agreement insofar as Section 4.5(g) is concerned.

095331-0002-10033-NY02.269S741.8
09S33 1-0002·] 0033·NY02.269S741.8

FORM OF WARRANT

[SEE ATTACHED]

ANNEXD
Capitalization Date:

CAPITALIZATION

November 30, 2008

SCHEDULE A

Common Stock

Par value:

Total Authorized:

Outstanding:

Subject to warrants, options, convertible

securities, etc.:

Reserved for issuance under Upper DECS

. Equity Units:

Reserved f~r benefit plans and other issuances:

Remaining authorized but unissued and

unreserved:

Shares issued after Capitalization Date (other

than pursuant to warrants, options,

convertible securities, etc. as set forth

above):

$0.01

15,000,000,000

5,449,095,7141

1,390,000,000

235,627,500

7,845,276,786

o

987

2,262

$1.00

30,000,000

Preferred Stock

Par value:

Total Authorized:

Outstanding (by series):

Adjustable Rate Cumulative Preferred

Stock, Series Y

5.321% Cumulative Preferred Stock, Series

yy

6.767% Cumulative Preferred Stock, Series 2,597

yyy

7.0% Non-Cumulative Convertible

Preferred Stock, Series A

7.0% Non-Cumulative Convertible

Preferred Stock, Series B

1 In addition, 222,648,093 shares are held in treasury.

09533 l-QOOZ·I 0033-NYOZ.2695741.8

137,600

60,000
7.0% Non-Cumulative Convertible

Preferred Stock, Series C

7.0% Non-Curnulative Convertible

Preferred Stock, Series D

7.0% Non-Cumulative Convertible

Preferred Stock, Series J

7.0% Non-Cumulative Convertible

Preferred Stock, Series K

7.0% Non-Cumulative Convertible

Preferred Stock, Series L1

7.0% Non-Curnulative Convertible

Preferred Stock, Series N

6.5% Non~Cumulative Convertible

Preferred Stock, Series T

8.125% Non-Cumulative Preferred Stock,

SeriesAA

8.40% Fixed RateIFloating Rate NonCumulative Preferred Stock, Series E

8.50% Non-Curnulative Preferred Stock,

Series F

Fixed Rate Cumulative Perpetual Preferred

Stock, Series H

Total

Reserved for issuance:

Remaining authorized but unissued:

20,000

15,000

9,000

8,000

100

300

63,373

148,600

240,000

81,600

25,000

814,419 (including 5,846 held by wholly owned

subsidiaries)

o

o

·2·

09S33 J-0002-1 0033-NY02.269S74 I.B
SCHEDULED

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) ofthe Agreement.

If none, please so indicate by checking the box: 181.

09533 1-0002-1 0033-NY02.2695741.8
SCHEDULEC

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence ofSection 2.2(m)

ofthe Agreement.

Ifnone, please so indicate by checking the box: IZI.

List any exceptions to the representation and warranty in the last sentence ofSection 2.2(m) of

the Agreement.

If none, please so indicate by checking the box: IZI.

-2-

09S331-0002·10033·NY02.269S741.8
SCHEDULED

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2.2(s) ofthe Agreement.

Certain items previously disclosed to the Company's Appropriate Federal Banking Agency.

If none, please so indicate by checking the box: D.

-3-

09S331'()()()2.1 0033-NY02.269S74J.8
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER

OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR

ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (mE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE

AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES

LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH

PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY

BE RELYING ON THE EXEMPTION FROM SECTION 5 OF mE SECURITIES ACT PROVIDED BY RULE I44A

THEREUNDER ANY TRANSFEREEO~C~BY THIS INSTRUMENT BY ITS

ACCEPTANCE HEREOF (I) REPRESEN IS A E TlTIITIONAL BUYER" (AS DEFINED IN

RULE I44A UNDER TIlE SECURITIES A: WI NOT OFFER, SELL OR OTIlERWISE

TRANSFER THE SECURITIES REPRES Y S U CEPT (A) PURSUANT TO A

REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS

TIlE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,

TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A, (C)'TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION

FROM TIlE REGISTRATION REQUIREMENTS OF nm SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO

EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A

NOTICE SUBSTANTIALLYTO TIfE EFFECT OF THIS LEGEND.

Certificate Number I Number ofShares ofSeries I Preferred Stock: 20,000

CITIGROUP INC.

Fixed Rate Cumulative Perpetual Preferred Stock, Series I

(par value $1.00 per share)

(liquidation preference $1,000,000 per share)

Citigroup Inc., a Delaware corporation (the "Company"), hereby certifies that UNITED STATES

DEPARTMENT OF THE TREASURY (the "Holder"), is the registered owner oftwenty thousand (20,000) fully

paid and non-assessable shares ofthe Company's designated Fixed Rate Cumulative Perpetual Preferred Stock,

Series I, with a par value of$I.OO per share and a liquidation preference of$I,Ooo,OOO pershare (the "Series I

Preferred Stock"). The shares of Series I Preferred Stock are transferable on the books and records ofthe

Company, in person or by a duly authorized attorney, upon surrender ofthis certificate duly endorsed and in

proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and

provisions ofthe Series I Preferred Stock represented hereby are and shall in all respects be subject to the

provisions ofthe Certificate ofDesignation dated December 30, 2008 as the same may be amended from time to

time (the "Certificate ofDesignation"). Capitalized terms used herein but not defmed shall have the meaning

given them in the Certificate of Designation. The Company will provide a copy ofthe Certificate ofDesignation

to a Holder without charge upon written request to the Company at its principal place ofbusiness.

Reference is hereby made to select provisions ofthe Series I Preferred Stock set forth on the reverse

hereof, and to the Certificate ofDesignation, which select provisions and the Certificate ofDesignation shall for

all purposes have the same effect as ifset forth at this place.

Upon receipt ofthis executed certificate, the Holder is bound by the Certificate ofDesignation and is

entitled to the benefits thereunder.
IN WITNESS WHEREOF, this certificate has been executed on behalf ofthe Company by its Treasurer and Head of

Corporate Finance and countersigned by an Assistant Secretary this 31 1

• day ofDecember, 2008.

COpy

Series I Preferred Stock
REVERSE OF CERTIFlCATE

Dividends on each share of Series I Preferred Stock shall be payable at the rate provided in the Certificate

ofDesignation.

The shares ofSeries I Preferred Stock shall be redeemable at the option ofthe Company in the manner and

in accordance with the terms set forth in the Certificate ofDesignation.

The Company shall furnish without charge, to each holder who so requests, the powers, designations,

preferences and relative, participating, optional or other special rights of each class or series ofshare capital issued

by the Company and the qualifications, limitations or restrictions ofsuch preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares ofSeries I Preferred Stock

evidenced hereby to:

_(I_ns_e_rt_ass_ign_ee_'_s_sOC_ia_l_s_ec_u_n_'ty_o_r_taxp_a_y_e_r_id_e_n..... f ....----"I....py

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series I Preferred Stock evidenced hereby on the books ofthe Company. The

agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the otherside ofthis Certificate)
'lJefaware

IJ1ie !first State

PAGE 1

I, HARRIET SMITH "INDSOR~ SECRETARY OF STATE OF THE STATE OF

DELA"ARE~ DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF DESIGNATION OF "CITIGROUP INC_ " ,

FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECBMB8R, A.D.

2008, AT 2:36 O'CLOCK P.M.

A FILED COpy OF THIS CERTIFICATE BAS BEEN FORWARDED TO THE

NEW CASTLE COrJNTY RECORDER OF DEEDS.

2154254 8100

081239017

Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 7053491

DATE: 12-30-08
State o~ Dalaware

Secretary oL State

Division of Cor1'oration.s

DeliwtZWd 02:36 Pk 12/30/2008

FILED 02: 36 PH 12/30/2008

SRV 081239017 - 2154254 FILE

CERTIFICATE OF DESIGNATIONS

OF

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES I

OF

ClTIGROUP INC.

Citigroup Inc., a corporation organized and existing under the laws ofthe State of

Delaware (the "Corporation"), in accordance with the provisions ofSection 151 ofthe General

COrporatioD Law ofthc State ofDe1aware thereof, does hereby emify:

The board of directors of~ Corporation (the "Board ofDiregtors") or an applicable

committee ofthe Board ofDirectors, in accordance with the certificate ofiUCOIpOratioD and

bylaws ofthc Corporation and applicable law, adopted the following resolution on December 29,

2008 creating a series of20,000 shares ofPref'eImi Stock ofthe Corporation designated as

'·Fixsd Rate Cumulative Perpetual Prefermd Stock. Seriesr.

RESOLVED, that pursuant to the provisioDS ofthe cortificate ofincorporation and the

bylaws ofthe Corporation and applicable Jaw, 8 series ofPr8ferrcd Stock, par value $1.00 per

share. ofthe Corporation be and hereby is created, and that the designation and number ofshares

ofsuch series, and the voting and other powers, preferences and relative, participating, op1ional

or other rights, and the qualifications, limitations Bnd restrictions thereof, ofthe shares ofsuch

series, are as follows:

Part I. ~signation and Number ofShares. There is hereby created out ofthe authorized

and un.issued shares ofpreferred stock ofthe Corponttion a series ofpreferred stock designated

as the "Fixed Rate Cumulative Perpetual PRferred Stock, Series It> (the "Dgiggated Prefmcd

Stock"). The authorized number ofshares ofDesignated Preferred Stock shall be 20,000.

Part 2. Standar.lJ Provisions. The Standard Provisions contained in Annex Aattached

hema are incorporated herein by reference in their entirety and sball be deemed to be a part of

this Certificate ofDesignmons to the same extent as ifsuch provisions had been set forth in full

herein.

Part. 3. Definitions. The following terms arc used in this Certificate ofDesignations

(including the Standard Provisions in Annex A hereto) as defmed below=

(a) "COmmoD Stock" means the common stock, par value SO.Ol per share. ofthe

Corporation.

(b) "Diyidend PaYment Date" means February IS, May IS, August lS and November

15 of each year.
(c) "Junior Stock" means the COlIUllon Stock, and any other clus orseries ofstock of

the Corporation the terms ofwhich expressly provide that itranks jUllior to Designated Preferred

Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up ofthe . Corporation.

(d) "liquidation Amoupf' means $1,000,000 pershare ofDesignated Prefeaed

Stock.

(e) "Parity Stock" means any class orseries of stock ofthe ~ration (other than

DesignatedPreferred Stock) the teDns ofwhich do not expressly provide that such class or series

wiU nmk senior or juniorto Designated Preferred Stoek as to dividend rights and/or as to rights

on liquidation, dissolution or winding up ofthe Corporation (in each case without regard to

whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing.

Parity Stock shall include the Corporation's (i) Adjustable Rate Cumulative Preferred Stock,

Series Y; (ii) 5.321% Cumulative Preferred Stock. Series YY; (iii) 6.767% Cumulative Preferred

Stock, Series YYY; (iv) 7.()O~ Non-Cumulative Convertible Preferred Stock, Series A; (v) 7.0010

Non-Cumulative Convertible Preferred Stock, Series B; (vi) 7.0% Non-eurnuIative Convertible

Preferred Stock, Series C; (vii) 7.0% Non-Cumulative Convertible Preferred Stock, Series 0;

(viii) 7.0% Noo-Cwnulative Convertible Preferred Stock, Series J; (ix) 7.0'10 Non-Cumulative

Convertible Preferred Stock, Series K; (x) 7.00,IG Non-Cumulative Converb'ble Preferred Stoc~

Series 11; (Xi) 7.0% Non-Cumulative Convertible Preferred Stock, Series N; (xii) 6.5% NonCumulative Convertible Preferred Stock, Series T; (xiii) 8.125% Non-Cumulative Preferred

Stock. Series AA; (xiv) 8.40010 Fixed Rato'Floatina Rate Non-Cumulative Preforred Stock, Series

E; and (xv) 8.50% Non-eumuJative Preferred Stock, Series F and (xvi) the UST Prefened Stock.

(f) "Signing Date" means the Original Issue Date.

(g) "UST Inferred Stock" means the Corporation's Fixed Rate Cumulative Perpetual

Preferred Stock. Series H.

Part. 4. Certain Voting Matters. Whether the vote or consent ofthe holders ofa plurality,

majority or other portion ofthe shares ofDesignated Preferred Stock and any Voting Parity

Stock has been cast or eJven on any matter on which the holders ofshares ofDesignated

Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the

specified liquidation amount ofthe shares voted or covered by the consent as ifthe Corporation

were liquidated on the record date for such vote or consent, if any, or, in the absence of a record

date, on the date for such vote or consent. For purposes of determining the voting rights ofthe

holders ofDesignatcd Preferred Stock under Section 7 oftbe Standard Provisions forming part of

this Certificate ofDesignations, each holder will be entitled to one vote for each $1,000 of

liquidation preference to which such holder's shares are entitled.

[Remainder ofPage IntenNonolly Left Blank]

2
IN WITNESS WHEREOF, Citigroup Inc. has caused this Certificate ofDesignationsto

be sigacd by Zion M. Shohet, its Treasurer and Head ofCorporate F~o, this 30th day of

December, 2008.

. Shobet

1)t:,Jaurer aud Head ofCorporate FiDaD(le

3
ANNEXA

STAMJA!U:' PROVISIONS

Section 1. General Matters. Eadl share ofDesignated Prefelred Stock shall be identical

in all respects to every other share ofDesignated Preferred Stock. The Designated Preferred

Stock shall be perpetual, subject to the provisions ofSection 5 ofthese Standard Provisions that

form I part ofthe Certificate ofDesiguations. The Designated Prefemd Stock shall rank equally

with Parity Stock and shall rank senior to Junior Stock with respect to the payment ofdividends

and the distribution of assets in the event ofany dissolution, liquidation or winding up ofthe

Corporation.

Section 2. Standard DefmitiQos. As used herein with respect to Designated Preferred

Slock:

(8) "Appropriate Federal Banking Agency" means the "appropriate Federal banking

agency" with respect to the Corporation as defined in Section 3(q) of1he Federal Deposit

IJlSUI'lIDCC Act (12 U.S.C. Section l813(q), or any successor provision.

(b) "Business Doy" means any day except Satwday, S1D1day and any day on which

banking institutions in the State ofNew York generally are authorized or required by law or

other governmental actions to close.

(c) "Bylaws" means the bylaws ofthe Corporation, as they may be amended from

time to time.

(d) "Certificate ofDesignations" means the Certificate ofDesignations or comparable

instrument relating to the Designated Preferred Stock, ofwhich these Standard Provisions form a

part, as it may be amended from time to time.

(e) •• .. means the Corporation's certificate or articles ofincorporation, articles

of association, or similar organizational document.

(f) "Dividend Period" has the meaning set forth in Section 3(a).

(g) "Dividend Record Date" has the meaning set forth in Section 3(a).

(h) "Liquidation Preference" has the meaning set forth in Section 4(a).

(i) "Original Issue Date" means the date on which shares ofDesignated Preferred

Stock are first issued.

(j) "Prefcrml Director" has the meaning set forth in Section 7(b).

(k) "Preferred Stock" means any and all series ofpreferred stock ofthe Corporation,

including the Designated Preferred Stock.

(I) "Share Dilution Amount" has the meaning set forth in Section 3(b).

A-I

09'33I-CJ002..IOO33-HYOU699SSI,l
(m) "Standard Provisions" mean these Standard Provisions that form a part oftbe

Certificate ofDesigoations relating to the Designated Preferred Stock..

(0) ..v Qting Parity Stock" means, with regard to any matter as to which the holders of

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) oftbcse

Standard Provisions that fonn a part ofthe Certificate ofDesignations, any and all series of

Parity Stock upon whi~b like voting rights have been conferred and are exercisable with respect

to such matter.

Sectioo 3. Dividends.

(I) BS. Holders ofDcaignated Preferred Stock shall be entitled to receive, on each

share ofDesigoated Preferred Stock if. as and wheu declared by the BoIrd ofDirectors or any

duly authorized committee ofthe Boud ofDirectors, but only out ofassets legally available

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a

per lUUlwn rate of 8.001i on (i) the Liquidation Amount per share ofDesignated PrefCTl'ed Stock

and (ii) the amount ofacetued and unpaid dividends for any prior Dividend Period on such share

of Dcsigna~Prefemd Stock, ifany. Such dividends shall begin to accrue and be cumulative

from the OriginallSSlle Date, shall compound on each subsequent Dividend Payment Date (t.e"

no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for

such other dividends bas passed without such other dividends having been paid on such date) and

shall be payable quarterly in mellI'S on each Dividend Payment Date, commencing with the flfst

such Dividend Payment Date to OCC~ at least 20 calendar days after the Original Issue Date. In

the event that any Dividend Payment Date would otherwise fallon a day that is not a Business

Day, the dividend payment due on that date will be postponed to the next day that is a Business

Day and no additional dividends will accrue 118 a result ofthat postponement. The period from

and including any Dividend Payment Date to, but excluding. the next Dividend Paymeut Date is

a "DivideD<! Period", provided that the initial Dividend Period sha1I be the period from and

including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect ofany Dividend

Period shall be computed on the basis ofa 360-day year consisting oftwelve 30-day months. The

amoWlt of dividends payable on Designated Preferred Stock OD any date prior to the end of a

Dividend Period, and for the initial Dividend Period, shall be computed on the basis ofa 360-ooy

year consisting oftwelve 30-day months, and actual days elapsed over a 3Q-day month.

Dividends that arc payable on Designated Preferred Stock on any Dividend Payment Date

will be payable to holders ofrecord of Designated Preferred Stock asthey appear on the stock

register ofthe Corporation on the applicable record date. which shall be the 15th calendar day

immediately preceding such Dividend Payment Date or such other record date fixed by the

Board ofDirectors or any duly authorized committee ofthe Board ofDirectors that is not more

than 60 nor lessthan 10 days prior to such Dividend Paymcmt Date (each, a "Dividend Record

Date''). Any such day that is a Dividend R.e<:ord Date shall be a Dividend Record Date Whether

or not such day is a BWlin~ Day.

Holders ofDesignated Preferred Stock shall not be entitled to any dividends, whether

payable in cash, securities or other property, other than dividends (if any) declared and payable

A·2

U9$331·0001·100n.lIYOU69PSS' .1
on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of

the Certificate ofDcsignations).

(b) Priority ofDiYidends. So long as any share ofDesignatcd Prefcmd Stock

remains OU1StBJ1ding, DO dividend or distributiol1 shall be declared or paid on the Common Stock

or any othershares ofJunior Stock (other than dividends payable solely in shares oCCommon

Stock) or Parity Stock, subject to the immediately following paragraph in the case ofParity

Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Corporation or any ofits

subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods. induding the

latest completed Dividend Period (meludins:, ifapplicable as provided in Section 3(a) above,

dividends on such amount), on all outstanding shares ofDcsignated Preferred Stock have been or

are contemporaneously declared and paid in full (or have been declared and asum sufficient for

the payment tbcreofbas been set aside for the benefit ofthe holders ofshares ofDesignated

Preferred Sto<:k on the applicable record date). The foregoing limi1ation shall not apply to (i)

redemptions, purchases or other acquisitions ofsham ofCommon Stock or other Junior Stock in

conncction with the administration ofany employee benefit plan in the ordinary course of

business (mcluding purchases to offset the Share Dilution Amount (as defined below) pursuant

to a publicly announced repurchase plan) and consistent with past practice. pr(]\lided that any

purchases to offset the Share Dilution AmOWlt shall in no event exceed the Share Dilution

AmoWlt; (ii) purchases or other acquisitions by a broker-deaJersubsidiary oCtile Corporation

solely for the pmpose ofmarket-making. stabilization or customer facilitation transactions in

Junior Stock or Parity Stock in the ordinary course ofits business; (iii) purchases by a broker.

dealersubsidiary ofthe Corporation of capital stock ofthe Corporation for resale pursuant to an

offering by the COlpOration ofsuch capital stock Wldcrwrittcn bysucbbrokcr.dcalcrsubsidiary;

(iv) any dividends or distributions ofrights or Junior Stock in connection with a stockholders'

rights plan or any redemption or ~hue ofrights pursuantto any stockholders' rights plan;

(v) the acquisition by the CoIpOration or any ofits subsidiaries ofrecord ownership in Junior

Stock or Parity Stock for the beneficial ownership ofany other persons (othertlwl the

Corporation or any ofits subsidiaries), including as trustees or custodians; and (vi) the exchange

or conversion ofJunior Stock for or into otherJunior Stock or ofParity Stock for or into other

Parity Stock (with the same or lesser aggregate liquidation amount) or JW1ior Stock, in each case,

solely to the extent required pursuant to binding contractual agreements ClIltered into prior to the

Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange

thereoffor Common Stock. "Share Dilution AmQunt" means the increase in the number of

diluted shares outstanding (determined in accordance with gencra!ly accepted accounting

principles in the United States, and as measured from the date of1he Corporation's consolidated

fmanciaJ statCIDents most recently filed wilh the Securities and Exchange Commission priorto

the Original Issue Date) resulting from the grant, vesting or exercise of equity-based

compensation to employees and equitably adjusted for any stock split, stock dividend, reverse

stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereofset

aside for the benefit ofthe holders thereof on the applicable record date) on any Dividend

Payment Date (or, in the case ofParity Stock having dividend payment dates different from the

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares ofParity

A·3 09S]]I~·IOlm-NY02.26P9'Sl.1
Stock, all dividends declared on Designated Preferred Stock and aU such Parity Stock and

payable on such Dividend Payment Date (or, in the case ofParity Stock baving dividend

payment dates different from the Dividend Payment Dates, on a dividend payment date falling

within the Dividend Period rela1ed to such DividcDd Payment Date) shall be dect.rcdpro rata so

that the respective amounts ofsuch dividends declared shall bearthe same ratio to each other as

all accrued and unpaid dividends pershare on the shares ofDesipated Preferred Stock

(including, ifapplicable as provided in Section 3(a) above, divideDds on such amount) and all

Parity Stock payable on such Dividend Payment Date (or, in the case ofParity Stock having

dividend payment dates different from the Dividend Payment Dates. on a dividend payment date

falling within the Dividend Period related to such Dividend Payment Date) (subject to their

having been de<llared by the Board ofDirccton or a duly authorized committee ofthe Board of

Directors out oflegally available funds and including. in the caso ofParity Stook that bears

cumulative dividends, all accrued but unpaid dividends) bear to each other. Ifthe Board of

Directors or a duly authorized committee ofthe Board ofDirectors deteJ:lnines Dot to pay any

dividend or a full dividen~ on a Dividend Payment Date, the Corporation will provide written

notice to the holders ofDesignated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise,such dividends (payable in cash, securities or

other property) as may be determined by the Board ofDirectors or any duly authorized

committee oft1J,e Board ofDireotors may be: declared and paid on any securities, including

Common Stock and other JWlior Stock. from time to time out ofany funds legally available for

such payment, and holders ofDesignated Preferred Stock shall not be entitled to participate in

any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary Qr Involuntary LiquidatiSZn. In the event ofany liquidation, dissolution

or winding up ofthe affairs ofthe Corporation, whether voluntary or involuntary, holders of

Designated Preferred Stock shall be entitled to receive for each share ofDesignated Preferred

Stock, out ofthe assets ofthe Corporation or proceeds thereof(whether capital or surplus)

available for distribution to stockholders ofthe Corporation, subject to the rights ofany creditors

ofthe CotpOration, before any distribution ofsuch assets or proceeds is made to or set aside for

the holders ofCommon Stock and any otherstock oftbe Corporation rankinsjunior to

Designated Preferred Stock as to such distribution, payment in full iu an amOUDt oqual to the sum

of(i) the Liquidation Amount per share and (n) the amoWlt of any accrued and unpaid dividends

(including, ifapplicable as provided in Section 3(a) above, dividends on such amoWlt). whether

or not dcclucd. to the date ofpayment (such amounts collectively. the "Liquidation

Preference;·

(b) Partial Payment Ifin any distribution described in Section 4(8) above the assets

ofthe Corporation Or proceeds thcreofare not sufficient to pay in fuJI the amounts payable with

respect to all outstanding shaccs ofDesignated Preferred Stock and the corresponding amounts

payable with respect of any other stock ofthe Corporation ranking equally with Designated

Preferred Stock as to such distribution, holders ofDesignatcd Prefwred Stock and the holders of

such other stock shall share ratably in any such distribution in proportion to the full respective

distributions to which they aRl entitled.

A-4
(c) Rgidual Distributions. Ifthe Liquidation Preference has been paid in full to all

holders ofDesignated Preferred Stock and the corresponding amounts payable wi1h respect of

any otherstock ofthe Corporation ranking equally with Designaled Preferred Stock as to such

distribution has been paid in full, the holders ofother stock ofthe Corpon.tion sbaIl be entitled 10

receive all remaining assets ofthe Corporation (or pI'QCeeds theIeOf) ac:cordillg to their respective

rights and preferences.

(d) . Merger, Consolidation and Sale ofAs. Not Liquiclltion. For purposes ofthis

Section 4, the merger or consolidation ofthe Corporation with any other corporation or other

entity, including a JDeI&CI' or consolidation in wbicll1he holders ofDcsignatcd Preferred Stock

receive cash, securities or other property for their shares, orthe sale, lease or exc:bange (for cash,

securities or other property) ofall orsubstantially all ofthe assets ofthe Corporation, shall not

constitute a liquidation, dissolution or winding up ofthe Corporation.

Section S. Redemption.

(a) Optional Redemption. The Designated Preferred Stock may not be redeemed prior

to the date on which all outstanding shares ofUST Preferred Stock have 'been redeemed,

repurchased or otherwise acquired by the Corporation. On or after the da1e on which all

outstanding shares ofUST Preferred Stock have been redeemed, repurchased or otherwise

acquired by the Corporation. the Corporation. at its option, subject to the approval ofthe

Appropriate FedenU Banking Agency, may redeem, in whole or in part. at any time and from

time to time, the sbares ofDesignated Preferred Stock at the time outstanding. upon notice given

as provided in Section S(c) below, out offunds legally available therefor at a redemption price

equal to the sum of(i) the Liquidation Amount per share and (ii) except as otherwise provided

below, any 8CCtUCd and Wlpaid dividends (including, ifapplicable as provided in Section 3(a)

above, dividends on such amount) (~gardlcss ofwhether any diVidends are actually declared) to,

but excluding. the date fixed for redemption; provided, however. that the COJPOratioD, the

holders ofa majority ofthe aggregate Liquidation Amount and the United States Department of

the Treasury (if at the time it holds any shares ofthe Designated Preferred StocJc) may in the

future discuss alternative consideration for effecting a redemption, including use ofCommon

Stock.

The rcdcrnptiOD price for any shares ofDesignated Preferred Stock shall be payable on

the redemption date to the bolder ofsuch shares against surrender ofthe certificate(s) evidencing

such shares to the Corporation or its agent. Any declared but Wlpaid dividends payable on a

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall

not be paid to the bolder entitled to receive the redemption price on the miemption date. but

rathershall be paid to the bolder ofrccord oftho redeemed shares on such Dividend Record Date

relating to the DivideDd Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subjcot to any

mandatory redemption. sinking fund or other similar provisions. Holders ofDesignated Preferred

Stock will have no right to "'Quire redemption or repurchase of any shares ofDcsignatcd

Preferred Stock.

A-S

09H31-«102·IOO)3-M\'G2.26993S1.1
(c) Notice ofRedemption. Notice ofevery redemption ofsharcs ofDesignated

Prefem:d Stock shall be given by first class mail, postage prepaid, addressed to the holders of

record ofthe shares to be redeemed at their respective last addresses appearing on the books of

the Cmporalion. Such mailing shall be at least 30 days and not more than 60 days before the date

fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively

presumed to have been duly given. whether or not the holder receives such notice, but failure

duly to give such notice by mail, or any defect in such notice orin the mailing thereof. to any

holder of shares ofDesignated Preferred Stock desjgnated for redemption shall not affect the

validity ofthe proceedings for the redemption of any other shares ofDesignated Preferred Stock.

NotWithstanding the foregoing. ifshares ofDesignated Preferred Stock are issued in book-entry

fonn'through The Depository Trust Company or any othersimilar facility, notice ofredemption

may be given to the holders ofDesignated Preferred Stock at such time aDd in any manner

permitted by such facility. Each notice ofredemption given to a holder shall sta1C: (I) the

redemption date; (2) the number ofshares ofDesignated Preferred Stock to be redeemed and, if

less than all the sh8n's held by such holder are to be redeemed, the nlDIlber ofsuch sharesto be

redeemed from such bolder; (3) the redemption price; and (4) the place or places where

certificates for such shares are to be surrendered for payment ofthe redemption price.

(d) Partial Redemption. In case ofany redemption ofpert oftho shares ofDesignated

Preferred Stock at the time outstanefin& the shares to be redeemed shaH be selected either pTO

rata or in such other manner as the Board ofDirectors or a duly authorized committee thereof

may determine to be fair and equitable. Subject to the provisions hereof, the Board ofDi1ectors

or a duly authorized committee thereofshall have full power and authority to prescribe the terms

and conditions upon which shares ofDesignated Preferred Stock shall be redeemed from time 10

time. ]ffewer than all the shares repICSented by any certificate are redeemed, a new certificate

shall be issued representing the unredeemed shares without charge 10 the holderthereof.

(e) Effectiveness ofRedeIllPtion. Ifnotice ofredemption has been duly given and if

on or before the redemption date specified in the notice all funds necessary for the redemption

have been deposited by the Corporation, in trust for the pTO rata benefit ofthe holders ofthe

shares called for redemption, with a bank ortrust company doing business in the Borough of

Manhattan, The City ofNew Yark. and having a capital and surplus of at least $500 million and

selected by the Board ofDirectors, so as to be and continue to be available solely therefor, then,

notwitbstanding that any certificate for any share so called for redemption has not been

surrendered for cancellation, on and after the redemption date di'Vidonds shall cease to accrue on

all shares so called for redemption, all sharesso called for redemption shall no longer be deemed

outstanding and all rights with respect to such shares shall forthwith on such redemption date

(·ease and terminate, except only the right ofthe holders thereofto zeceive the amount payable on

such redemption from such bank ortrust company, without interest. Ally funds unclaimed at the

end ofthree years from the redemption date shall, to the extent permitted by law, be released to

the Corporation, after which time the holders ofthe shares so called for redemption sbalilook

only to the Corporation for payment ofthe redemption price ofsuch shares.

(t) Status ofRedccmed Shares. Shares ofDesignated Preferred Stock that are

redeemed, repurehased or otherwise acquired by the Corporation shall revert to authorized but

unissued shares ofPreferred Stock (pravided that any such cancelled shares ofDesignated

095111 ~·IIID3).NYlI2.2611PJSI.1
Preferred Stock may be reissued only as shares of any series ofPreferred Stock other than

Designated Preferred Stock).

Section 6. ConverFon. Holden ofDesignated Preferred Stock shares shall have no right

to exchange or convertsuch shares into any othersecurities.

Section 1. VotiDa Rigt',.

(a) QenmJ. The holders ofDesignated Preferred Stock shall DOt have any voting

rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directom. Whenever, at any time ortimes, dividends payable on

the shares ofDesignated Preferred Stock have not been paid for an aggtegate ofsix quarterly

Dividend Periods or more. whether or not consecutive. the llUthorized number ofdirectors ofthe

Corporatioo shall automaticalJy be increased by two and the holders ofthe Designated Preferred

Stock shan have the right, with holders ofshares ofanyone or more other classes orseries of

Voting Parity Stock outstanding at the time, voting together as a class, to elect two djn,ctors

(hereinafter the "Preferred Dkestm·, and each a "Preferred Director") to fill such newly

created din:ctorships at the Corporatioo's next annual meeting ofstockbolders (or at a special

meeting called for that puzpose prior to such next annual meeting) and at each subsequent annual

meeting ofstockholders until aU accrued and unpaid dividends for all past Dividend Periods,

including the latest completed Dividend Period Cmcludiog, ifapplicable 81 provided in Section

3(a) above, dividends OD such amowrt), on all outstanding shares ofDesignated Preferred Stock

have been declared and paid in full at which time such right sball terminate with respect to the

Designated Preferred Stotok, except as herein or by law expressly provided, subject to revesting

in the event ofeach aDd every subsequent default ofthe character above mentioned; provided

that it shall be a qualification for election for any Preferred Directorthat the election ofsuch

Preferred Directorshall not cause the Corporation to violate any cotpOrate governance

requirements ofany securities exchange or othertrading facility on which securities ofthe

Corporation may then be listed or traded that listed ortraded companies must have a majority of

independent directors. Upon any termination ofthe right ofUte holders ofshares ofDesignated

Preferred Stock and Voting Parity Stock as a classto vote for directors as provided above, the

Preferred Directors shall cease to be qualified as directors, the tenn ofoffice of all Preferred

Directorsthen in office shall terminate immediately and the authorized number of directors shall

be reduced by the number ofPreferred Directors elected pursuant hereto. Any Preferred Director

may be removed at any time. with or without cause. and any v8CllDCy created thereby may be

filled, only by the affirmative vote ofthe holders a majority ofthe shares ofDesignatcd Preferred

Stock at the time outstanding voting separately as a classtogether with the holders ofshares of

Voting Parity Stock, to the extent the voting rights ofsuch holders described above are then

exercisable. Ifthe office ofany Preferred Director becomes vacant for any reason other than

removal from office as aforesaid, the remaining Preferred Director may choose a successor who

shan hold office for the unexpired term. in respect ofwhich such vacancy OCClUTCd.

(c) Class Voting Rights as to Particular Matters. So long lIS any shares ofDesignated

Preferred Stock are outstanding, in addition to any other vote or consent ofstockholders required

by law or by the Charter, the vote or consent ofthe holders ofat least 66 2/3% ofthe shares of

Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or

A-'
by proxy, either in writing without a meeting or by vote at any meeting called for the pwpose,

shall be nccessary for effecting or validating:

(i) Authorization ofSenior Stock. Any amendment or alteration ofthe

Certificate ofDesignations for the Designated Preferred Stock ortbe Charter to authorize

01 create or increase the authorized amO\D1t of. or any issuance o~ any shares of, or any

securities convertible into or exchangeable ar exercisable for shares of, any class or series

ofcapital stock ofthe Cotporation ranking seniorto Desianated Preferred Stock with

respect to either or both the payment ofdividends and/orthe distribution of assets on any

liquidation, dissolution or winding up ofthe Corporation;

(ii) Amenstmept ofDesignated PJeteJl]d Stock. Any lDIendmeDt, ~OD

or repeal ofany provision ofthe Certificate ofDcsignatioDll for the Designated Preferred

Stock orthe Charter (including, unless DO vote OD such merger or consolidation is

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means ofa

merger, consolidation or otherwise) so as to adversely affect the rights, JRfcrenccs.

privileges or voting powers ofthe Designated Preferred Stock; or

(iii) S~ Exchanses. Rm:lassifiC!tions. Mergers and Consolidations. Any

consummation ofa binding share exchange OT reclassification involving the Designated

Preferred Stock, or ofa merger or consolidation ofthc Corporation with another

corporation or other entity, tmless in each case (x) the shares ofDesignated Prefened

Stock remain outstanding aT, in the case ofany such merger or consolidation with respect

to which the Corporation is not the surviving orresulting entity, are converted into or

exchanged for preference secwities ofthe surviving or resulting entity or its ultimate

parent, and (y) such shares remaining outstanding or such preference securities, as the

case may be, have such rights, preferences, privileges and voting powers, and limitations

and restrictionsthereot taken as a whole, as are not materially less favorable to the

holdersthereoftban the rights, preferences, privileges and voting powers, and limitations

and restrictions thereof, ofDesignmd Prefencd Stock immediately prior to such

conswmnation, taken as a whole;

prOVided. however, that for all purposes ofthis Section 7(c), any increase in the amount ofthe

authorized Preferred Stock, including any increase in the authorized amount ofDesignated

Preferred Stock necessary to satisfy preemptive orsimilar rights granted by the Corporation to

other persons prior to the Signing Date, or the creation and issuance, or an increase in the

autharit:ed or issued amount. whether purswmt to preemptive or similar rights or otherwise, of

any other series ofPreferred Stock, or any securities convertible into or exchangeable or

exercisable for any other series ofPreferred Stock, ranking equally with and/orjunior to

Designated Preferred Stock with respect to the paymeot of dividends (whether such dividends

are cumulative or non-oumulative) and the distribution of assets upon liquidation, dissolution or

winding up ofthe Corporation will not be deemed to adversely affect the rights, preferences,

privileges or votinl powers, and shall not require the affinnative vote or consent of, the holders

ofout!tanding shares ofthe Designated Preferred Stock.

(d) Chansn after Provision for Redemption. No vote or consent ofthe holders of

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the

A-8

095JJloOOO2·IOO').Iml1.16993JI.1
time when any such vote or consent would otherwise be required pursuant to such Section, all

outstanding shares ofthe Designated Preferred Stock shall have been redeemed. or sball have

been·called for redemption upon proper notke IU1d sufficient fimd3 sball have been deposited in

trust for such redemption, in each cue purswmt to Section Sabove.

(e) Procedures for Voting and Consents. The rules and procedures for calling end

conducting any meeting ofthe holden ofDesigoated Preferred Stock (mcluding. without

limitation. the fixing ofa record date in coDJlCCtion ~ith), the solicitation and WIC ofproxies

at such ameeting, the obtaining ofwritteo consents and any other aspect or matter with regard to

such a meeting Drsuch consents shall be governed by any rules ofthe BoIlTd ofDirectors or any

duly authorized committee ofthe Board ofDirectors, in its disc:retion. may adopt from time to

time. which rules and procedures shall confonn to the requirements ofthe Charter. the Bylaws.

and applicable law and the rules of any nationalsecurities exchange or othertrading facility on

which DesignatedPrefmed Stock is listed ortraded at the time.

Section 8. Record Holdm. To the fullest extent pcmnitted by applicable law. the

Corporation aDd the transfer agent for Designated Preferred Stock may deem and treat the record

bolder ofany share ofDesignated Preferred Stock as the true and lawful owner thereoffor all

purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to

the contrary.

Section 9. Notices. All ootices or communications in respect ofDesignated Preferred

Stock sbaJl be sufficiently given if given in writing and delivered in person or by first class mail,

postage prepaid, Dr ifgiven in such other manner as may be permitted in this Certificate of

Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if

shares ofDesignated Preferred Stock are issued in book.entry form through The Depository

Trust Company or any similar facility, such notices may be given to the holders ofDesignated

Preferred Stock in any manner permitted by such facility.

Section 10. No P~emptive Right!. No share ofDesignated Preferred Stock shall have

any rights ofpreemption whatsoever asto any securities ofthc Corporation, or any warrants,

rights or options issued or granted with respect tbcrcto, regardless ofhow such securities, orsuch

warrants, rights or options. may be desigIlBted, issued Or granted.

Section 11. Re;placement Certificates. The Corporation shall replace any mutilated

certificate at the holder·s expense upon surrender ofthat certificate to the Corporation. The

Corporation shall replace certificatesthat become destroyed, stolen or lost at the holder's

expense upon delivery to the Corporation ofreasonably satisfactory evidcncc that the certificate

has been destroyed, stolen or lost, together with any indemnity that may be reasonably required

by the Corporation.

Section 12. Other Rights. The shares ofDesignated Preferred Stock shall not have any

rights. preferences, privileges or voting powers or relative. participating. optional or otherspecial

rights, or qualifications. limitations or restrictions thereof, other than as set forth herein or in the

Charter or as provided by applicable law.

A-9

Ollml-0ll0Z-IClllJ3-lIY01.16993SI.1
WARRANTTOPURCHASECO~ONSTOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVB NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT

RELATING TIIERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS.

COpy WARRANT

to purchase

188,501,414

Shares of Common Stock

ofCITIGROUP INC.

Issue Date: December 31, 2008

1. Definitions. Unless the context otherwise requires, when used herein the

following terms shall have the meanings indicated.

"Affiliate" has the meaning ascribed to it in the Purchase Agreement.

"Appraisal Procedure" means a procedure whereby two independent appraisers, one

chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the

determinations then the subject of appraisal. Each party shall deliver a notice to the other

appointing its appraiser within 15 days after the Appraisal Procedure is invoked. Ifwithin 30

days after appointment ofthe two appraisers they are unable to agree upon the amount in

question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual

consent ofsuch first two appraisers. The decision ofthe third appraiser so appointed and chosen

shall be given within 30 days after the selection ofsuch third appraiser. Ifthree appraisers shall

be appointed and the determination ofone appraiser is disparate from the middle determination

by more than twice the amount by which the other detennination is disparate from the middle

determination, then the determination ofsuch appraiser shall be excluded, the remaining two

determinations shall be averaged and such average shall be binding and conclusive upon the

Company and the Original Warrantholder, otherwise, the average ofall three determinations

shall be binding upon the Company and the Original Warrantholder. The costs of conducting

any Appraisal Procedure shall be borne by the Company.

"Board ofDirectors" means the board ofdirectors ofthe Company, including any duly

authorized committee thereof.

"Business Combination" means a merger, consolidation, statutory share exchange or

similar transaction that requires the approval ofthe Company's stockholders.

09S33I-lJO02-IOO33-NY02.2697147:S
"business day" means any day except Saturday, Sunday and any day on which banking

institutions in the State ofNew York generally are authorized or required by law or other

governmental actions to close.

"Capital Stoc~' means (A) with respect to any Person that is a corporation or company,

any and all shares, interests, participations or other equivalents (however designated) of capital

or capital stock ofsuch Person and (B) with respect to any Person that is not a corporation or

company, any and all partnership or other equity interests ofsuch Person.

"Charter" means, with respect to any Person, its certificate or articles ofincorporation,

articles of association, or similar organizational document.

"Common Stoc~' has the meaning ascribed to it in the Purchase Agreement.

"Company" means Citigroup Inc., a Delaware corporation.

"conversion" has the meaning set forth inr-A·ny

"convertible securities" has the meanings~U~3(B

"ExchangeAd' means the Secwities Exchange Act of 1934, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.

"Exercise Price" means.an amount equal to $10.61.

"Expiration Tim(/' has the meaning set forth in Section 3.

"Fair Market Value" means, with respect to any security or other property, the fair

market value ofsuch security or other property as determined by the Board ofDirectors, acting

in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting

in good faith. For so long as the Original Warrantholder holds this Warrant or any portion

thereof, it may object in writing to the Board ofDirector's calculation offair market value within

10 days ofreceipt ofwritten notice thereof. Ifthe Original Warrantholder and the Company are

unable to agree on fair market value during the 1O-day period following the delivery ofthe

Original Warrantholder's objection, the Appraisal Procedure may be invoked by either part~ to

determine Fair Market Value by delivering written notification thereofnot later than the 30 day

after delivery ofthe Original Warrantholder's objection.

"Governmental Entities" has the meaning ascribed to it in the Purchase Agreement.

"Initial Number' has the meaning set forth in Section 13(B).

"Issue Date" means December 31, 2008.

"Market Price" means, with respect to a particular security, on any given day, the last

reported sale price regular way or, in case no such reported sale takes place on such day, the

average ofthe last closing bid and ask prices regular way, in either case on the principal national

securities exchange on which the applicable securities are listed or admitted to trading, or if not

2

09S331-0002·\OO33.NY02.2697147.S
listed or admitted to trading on any national securities exchange, the average ofthe closing bid

and ask prices as furnished by two members ofthe Financial Industry Regulatory Authority, Inc.

selected from time to time by the Company for that purpose. "Market Price" shall be determined

without reference to after hours or extended hours trading. Ifsuch security is not listed and

traded in a manner that the quotations referred to above are available for the period required

hereunder, the Market Price per share ofCoroman Stock shall be deemed to be (i) in the event

that any portion ofthe Warrant is held by the Original Warrantholder, the fair market value per

share ofsuch security as determined in good faith by the Original Warrantholder or (ii) in all

other circumstances, the fair mmet value pershare ofsuch security as determined in good faith

by the Board ofDirectors in reliance on an opinion ofa nationally recognized independent

investment banking corporation retained by the Company for this pwpose and certified in a

resolution to the Warrantholder. For the purposes ofdetermining the Market Price ofthe

Common Stock on the "trading day" preceding, on or following the occurrence of an event, (i)

that trading day shall be deemed to commence immediately after the regular scheduled closing

time oftrading on the New York Stock Exchange or, iftrading is closed at an earlier time, such

earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if

trading is closed at an earlier time, such earlier time (for the avoidance ofdoubt, and as an

example, ifthe Market Price is to be determined as ofthe last trading day preceding a specified

event and the closing time oftrading on a particulare's 46P.o.m~Bified event

occurs at 5:00 p.m. on that day, the Market Price wo e r ce to such 4:00

p.m. closing price). . .

"Ordinary Cash Dividends" means a regular quarterly cash dividend on shares of

Common Stock out ofsurplus or net profits legally available therefor (determined in accordance

with generally accepted accounting principles in effect from time to time), provided that

Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date

to the extent the aggregate per share dividends paid on the outstanding Common Stock in any

quarter exceed $0.01, as adjusted for any stock split, stock dividend, reverse stock split,

reclassification or similar transaction.

"Original Warrantholder" means the United States Department ofthe Treasury. Any

actions specified to be taken by the Original Warrantholder hereunder may only be taken by such

Person and not by any other Warrantholder.

"Permitted Transactions" has the meaning set forth in Section 13(B).

"Person" has the meaning given to it in Section 3(a)(9) ofthe Exchange Act and as used

in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act.

"Per Share Fair Market Value" has the meaning set forth in Section B(C).

"Preferred Shares" means the perpetual preferred stock issued to the Original

Warrantholder on the Issue Date pursuant to the Purchase Agreement.

"Pro Rata Repurchases" means any purchase ofshares ofCommon Stock by the

Company or any Affiliate thereofpursuant to (A) any tender offer or exchange offer subject to

Section l3(e) or 14{e) ofthe Exchange Act or Regulation 14E promulgated thereunder or (B)

3

09S331.0002-IOO33-NY02.2697147.S
any other offer available to substantially all holders ofCommon Stock, in the case ofboth (A) or

(B), whether for cash, shares ofCapital Stock ofthe Company, other securities ofthe Company,

evidences ofindebtedness ofthe Company or any other Person or any other property (including,

without limitation, shares ofCapital Stock, other securities or evidences ofindebtedness ofa

subsidiary), or any combination thereo~ effected while this Warrant is outstanding. The

"Effective Date" ofa Pro Rata Repurchase shall mean the date of acceptance ofshares for

purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata

Repurchase or the date ofpmchase with respect to any Pro Rata Repurchase that is not a tender

or exchange offer.

"Purchase Agreement" means the Securities Purchase Agreement, dated as ofDecember

31,2008, as amended from time to time, between the Company and the United States

Deparnnent ofthe Treasury. including all annexes and schedules thereto.

"Regulatory Approvals" with respect to the Warrantholder. means. to the extent

applicable and required to permit the Warrantholder to exercise this Warrant for shares of

Common Stock and to own such Common Stock without the Warrantholder being in violation of

applicable law. rule or regulation, the receipt ofany necessary approvals and authorizations of.

filings and registrations with, notifications to, or expiration or termination ofany applicable

waiting period under. the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

and the rules and regulations thereunder.

"SEC' means the U.S. Securities and Exchange Commission.

"Securities Ad' means the Securities Act of 1933, as amended. or any successor statute,

and the rules and regulations promulgated thereunder. .

"Shares" has the meaning set forth in Section 2.

"trading day" means (A) ifthe shares ofCommon Stock are not traded on any national

or regional securities exchange or association or over-the-counter market, a business day or (B)

ifthe shares ofCommon Stock are traded on any national or regional securities exchange or

association or over-the-counter market. a business day on which such relevant exchange or .

quotation system is scheduled to be open for business and on which the shares of Common

Stock (i) are notsuspended from trading on any national or regional securities exchange or

association or over-the-counter market for any period 0r(5'odl5Je. ¥fhour or

longer; and (ii) have traded at least once on thenational r . aI ge or

association or over-the..counter market that is the prim ading fthe shares of

Common Stock.

"US. GAAP' means United States generally accepted accounting principles.

"Warrantholder" has the meaning set forth in Section 2.

"Warrant" means this Warrant, issued pursuant to the Purchase Agreement.

4

09S331-0002-IOO33-NY02.2697H7.S
2. Nwnber of Shares; Exercise Price. This certifies that, for value received, the

United States Department ofthe Treasury or its pennitted assigns (the "Warrantholder") is

entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the

Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up

to an aggregate of 188,501,414 fully paid and nonassessable shares ofCommon Stock, at a

purchase price pershare ofCommon Stock equal to the Exercise Price. The number ofshares of

Common Stock (the "Shares") and the Exercise Price are subject to adjustment as provided

herein, and all references to "Common Stock," "Shares" and "Exercise Price" herein shall be

deemed to include any such adjustment or series of adjustments.

3. Exercise ofWarrant; Term. Subject to Section 2, to the extent permitted by

applicable laws and regulations, the right to purchase the Shares represented by this Warrant is

exercisable, in whole or in part by the Warrantholder, at any time or p-om time to time after the

execution and delivery ofthis Warrant by the Company on the date hereof, but in no event later

than 5:00 p.m., New York City time on the tenth anniversary ofthe Issue Date (the "Expiration

Time"), by (A) the surrender ofthis Warrant and Notice ofExercise annexed hereto, duly

completed and executed on behalfofthe Warrantholder, at the principal executive office ofthe

Company located at Citigroup Inc., 399 Park Avenue, New York, NY 10022 (or such other

office or agency ofthe Company in the United States as it may designate by notice in writing to

the Warrantholder at the address ofthe Warrantholder ap~peon0pympany),

and (B) payment ofthe Exercise Price for the Shares there pure ed:

(i) by having the Company withhold, from the s ares 0 Common Stock that

would otherwise be delivered to the Warrantholder upon such exercise, shares ofCommon stock

issuable upon exercise ofthe Warrant equal in value to the aggregate Exercise Price as to which

this Warrant is so exercised based on the Market Price ofthe Common Stock on .the trading day

on which this Warrant is exercised and the Notice ofExercise is delivered to the Company

pursuant to this Section 3, or

(ii) with the consent ofboth the Company and the Warrantholder, by tendering in

cash, by certified or cashier's check payable to the order ofthe Company, or by wire transfer of

immediately available funds to an account designated by the Company.

Ifthe Warrantholder does not exercise this Warrant in its entirety, the

Warrantholder will be entitled to receive from the Company within a reasonable time, and in any

event not exceeding three business days, a new warrant in substantially identical form for the

purchase ofthat nwnber ofShares equal to the difference between the number ofShares subject

to this Warrant and the number ofShares as to which this Warrant is so exercised.

Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby

acknowledges and agrees that its exercise ofthis Warrant for Shares is subject to the condition

that the Warrantholder will have first received any applicable Regulatory Approvals.

4. Issuance ofShares; Authorization: Listing. Certificates for Shares issued upon

exercise ofthis Warrant will be issued in such name or names as the Warrantholder may

designate and will be delivered to such named Person or Persons within a reasonable time, not to

exceed three business days after the date on which this Warrant has been duly exercised in

accordance with the terms ofthis Warrant. The Company hereby represents and warrants that

5

09S331-0002-10033-·NY02.2697147.S
any Shares issued upon the exercise ofthis Warrant in accordance with the provisions ofSection

3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all

taxes, liens and charges (other than liens or charges created by the Warrantholder, income and

franchise taxes incurred in connection with the exercise ofthe Warrant or taxes in respect of any

transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued

will be deemed to have been issued to the Warrantholder as ofthe close ofbusiness on the date

on which this Warrant and payment ofthe Exercise Price are delivered to the Company in

accordance with the terms ofthis Warrant, notwithstanding that the stock transfer books ofthe

Company may then be closed or certificates representing such Shares may not be actually

delivered on such date. The Company will at all times reserve and keep available, out ofits

authorized but unissued Common Stock, solely for the purpose ofproviding for the exercise of

this Warrant, the aggregate number ofshares ofCommon Stock then issuable upon exercise of

this Warrant at any time. The Company will (A) procure, at its sole expense, the listing ofthe

Shares issuable upon exercise ofthis Warrant at any time, subject to issuance or notice of

issuance, on all principal stock exchanges on which the Common Stock is then listed or traded

and (B) maintain suclt listi"lll' ofsuch Shares at all times afterescI!~l use

reasonable best efforts to ensure that the Shares may be issued·th '0'

applicable law or regulation or of any requirement of any secu·.. whi e

Shares are listed or traded. I ',.

~:. .

5. No Fractional Shares or Scrip. No fractional Shares or scrip representing

fractional Shares shall be issued upon any exercise ofthis Warrant. In lieu of any fractional

Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be

entitled to receive a cash payment equal to the Market Price ofthe Common Stock on the last

trading day preceding the date ofexercise less the pro-rated Exercise Price for such fractional

share.

6. No Rights as Stockholders: Transfer Books. 'This Warrant does not entitle the

Warrantholder to any voting rights or other rights as a stockholder ofthe Company prior to the

date of exercise hereof. The Company will at no time close its transfer books against transfer of

this Warrant in any manner which interferes with the timely exercise ofthis Warrant.

7. Charges, Taxes and Expenses. Issuance of certificates for Shares to the

Warrantholder upon the exercise ofthis Warrant shall be made without charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respect ofthe issuance

ofsuch certificates, all ofwhich taxes and expenses shall be paid by the Company.

8. Transfer/Assignment. This Warrant and all rights hereunder are transferable, in

whole or in part, upon the books ofthe Company by the registered holder hereofin person or by

duly authorized attorney, and a new warrant shall be made and delivered by the Company, ofthe

same tenor and date as this Warrant but registered in the name ofone or more transferees, upon

surrender ofthis Warrant, duly endorsed, to the office or agency ofthe Company described in

Secti"on 3. All expenses (other than stock transfer taxes) and other charges payable in connection

with the preparation, execution and delivery ofthe new warrants pursuant to this Section 8 shall

be paid by the Company.

6

09S331-0002-IOO33-NY02.2697J47.5
9. Exchange and Registry ofWarrant. This Warrant is exchangeable, upon the

surrender hereofby the Warrantholder to the Company, for a new warrant or warrants oflike

tenor and representing the right to purchase the same aggregate number of Shares. The

Company shall maintain a registry showing the name and address ofthe Warrantholder as the

registered holder ofthis Warrant. TIlls Warrant may be surrendered for exchange or exercise in

accordance with its terms, at the office ofthe Company, and the Company shall be entitled to

rely in all respects, prior to written notice to the contrary, upon such registry.

10. Loss. Theft. Destruction or Mutilation ofWarrant. Upon receipt by the Company

ofevidence reasonably satisfactory to it ofthe loss, theft, destruction or mutilation ofthis .

Warrant, and in the case ofany such loss, theft or destruction, upon receipt ofa bond, indemnity

or security reasonably satisfactory to the Company, or, in the case ofany such mutilation, upon

surrender and cancellation ofthis Warrant, the Company shall make and deliver, in lieu ofsuch

lost, stolen, destroyed or mutilated Warrant, a new Warrant oflike tenor and representing the

right to purchase the same aggregate number ofShares as provided for in such lost, stolen,

destroyed or mutilated Warrant.

11. Saturdays. Sundays. Holidays. etc. Ifthe last or appointed day for the taking of

any action or the expiration ofany right required or granted herein shall not be a business day,

then such action may be taken or such right may be exercised on tl!e next succeeding day that is

a business day. '..'_

'-'

l~. Rule 144 Information. The Company covenants that it will use its reasonable best

efforts to timely file all reports and other documents required to beebS'de~ Securities Act and the Exchange Act and the rules and regulations romu at

thereunder (or, ifthe Company is not required to file such reports" equest f any

Warrantholder, make publicly available such information as necessary to permit sales pursuant to

Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further

action as any Warrantholder may reasonably request, in each case to the extent required from

time to time to enable such holder to, ifpermitted by the terms ofthis Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

ofthe exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be

amended from time to time, or (B) any successor rule or regulation hereafter adopted by the

SEC. Upon the written request of any Warrantholder, the Company will deliver to such

Warrantholder a written statement that it has complied with such requirements.

13. Adjustments and Other Rights. The Exercise Price and the niunber ofShares

issuable upon exercise ofthis Warrant shall be subject to adjustment from time to time as

follows; provided, that ifmore than one subsection ofthis Section 13 is applicable to a single

event, the subsection shall be applied that produces the largest adjustment and no single event

shall cause an adjustment under more than one subsection ofthis Section 13 so as to result in

duplication:

(A) Stock Splits. Subdivisions, Reclassifications or Combinations. Ifthe Company

shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of

Common Stock, (ii) subdivide or reclassify the outstanding shares ofCommon Stock into a

greater number ofshares, or (iii) combine or reclassify the outstanding shares ofCommon Stock

7

09S33 I-0002-J 0033-NYll2.2697147.S
into a smaller nmnber ofshares, the number of Shares issuable upon exercise ofthis Warrant at

the time ofthe record date for such dividend or distribution or"the effective date ofsuch

subdivision, combination or reclassification shall be proportionately adjusted so that the

Warrantholder aftersuch date shall be entitled to purchase the nmnber ofshares ofCommon

Stock which such holder would have owned or been entitled to receive in respect ofthe shares of

Common Stock subject to this Warrant after such date had this Warrant been exercised

immediately prior to such date. In such event, the Exercise Price in effect at the time ofthe

record date for such dividend or distribution or the effective date ofsuch subdivision,

combination or reclassification shall be adjusted to the number obtained by dividing (x) the

product of(l) the number ofShares issuable upon the exercise ofthis Warrant before such

adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date,

as the case may be, for the dividend, distribution, subdivision, combination or reclassification

giving rise to this adjustment by (y) the new number ofShares issuable upon exercise ofthe

Warrant determined pursuant to the immediately preceding sentence.

(B) Certain ISsuances ofCommon Shares or ConvertIble Securities. Until the earlier

of(i) the date on which the Original Warrantholder no longer holds this Warrant or any portion

thereof and (ii) the third anniversary ofthe Issue Date, ifthe Company shall issue shares of

Common Stock (or rights or warrants or other securities exercisable or convertible into or

exchangeable (collectively, a "conversion") for shares ofCommon Stock) (collectively,

"convertible securities") (other than in Pennitted Transactions (as defined below) or a

transaction to which subsection (A) ofthis Section 13 is applicable) without consideration or at a

consideration per share (or having a conversion price per share) that is less than 90% ofthe

Market Price on the last trading day preceding the date ofthe agreement on pricing such shares

(or such convertible securities) then, in such event: coeV

(A) the number ofShares issuable upon the exerciseo' i ediatl

prior to the date ofthe agreement on pricing ofsuch shares (or ofsuch convertible

securities) (the "Initial Number") shall be increased to the number obtained by

multiplying the Initial Nwnber by a fraction (A) the numerator ofwhich shall be

the swn of(x) the number ofshares ofCommon Stock ofthe Company

outstanding on such date and (y) the number ofadditional shares ofCommon

Stock issued (or into which convertible securities may be exercised or convert)

and (B) the denominator ofwhich shall be the sum of(I) the number ofshares of

Common Stock outstanding on such date and (II) the number ofshares of

Common Stock which the aggregate consideration receivable by the Company for

the total number ofshares ofCommon Stock so issued (or into which convertible

securities may be exercised or convert) would purchase at the Market Price on the

last trading day preceding the date ofthe agreement on pricing such shares (or

such convertible securities); and

(B) the Exercise Price payable upon exercise ofthe Warrant shall be adjusted by

multiplying such Exercise Price in effect immediately prior to the date ofthe

agreement on pricing ofsuch shares (or ofsuch convertible securities) by a

fraction, the numerator ofwhich shall be the number ofshares ofCommon Stock

issuable upon exercise ofthis Warrant prior to such date and the denominator of

8

09S331-0002·10033-NY02.2697147.S
which shall be the number ofshares ofCommon Stock issuable upon exercise of

this Warrant immediately after the adjustment described in clause (A) above.

For purposes ofthe foregoing, the aggregate consideration receivable by the Company in

connection with the issuance ofsuch shares ofCommon Stock or convertible securities shall be

deemed to be equal to the sum ofthe net offering price (including the Fair Market Value of any

non-cash consideration and after deduction ofany related expenses payable to third parties) of all

such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion

of any such convertible securities into shares ofCommon Stock; and "Permitted Transactions"

,shall mean issuances (i) as consideration for or to fund the acquisition ofbusinesses and/or

related assets, (ii) in connection with employee benefit plans and compensation related

arrangements in the ordinary course and consistent with past practice approved by the Board of

Directors, (iii) in connection with a public or broadly marketed offering and sale ofCommon

Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to

registration under the Securities Act or Rule 144A thereunder on a basis consistent with capital

raising transactions by comparable financial institutions and (iv) in connection with the exercise

ofpreemptive rights on terms existing as ofthe Issue Date. Any adjustment made pursuant to

this Section 13(B) shall become effective immediately upon the date;ofsuch issuance. i (' .

(C) Other Distributions. In case the Company shall fix a record date for the making

ofa distribution to all holders ofshares ofits Common Stock ofsecurities, evidences of

indebtedness, assets, cash, rights or warrants (excluding OrdinaryCash Dividends, dividends of

its Common Stock and other dividends or distributions referred to in Section 13(A», in each

such case, the Exercise Price in effect prior to such record date shall be reduced immediately

thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to

the reduction by the quotient of(x) the Market Price ofthe Common s~octhl]tr@¥

day preceding the first date on which the Common Stock trades regular 0 p

national securities exchange on which the Common Stock is listed or g lout

the right to receive such distribution, minus the amount of cash and/or the arr Mar et Va ue of

the securities, evidences ofindebtedness, assets, rights or warrants to be so distributed in respect

ofone share ofComrnon Stock (such amount and/or Fair Market Value, the "Per Share Fair

Market Value") divided by (y) such Market Price on such date specified in clause (x); such

adjustment shall be made successively whenever such a record date is fixed. In such event, the

number ofShares issuable upon the exercise ofthis Warrant shall be increased to the number

obtained by dividing (x) the product of(l) the number ofShares issuable upon the exercise of

this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the

distribution giving rise to this adjustment by (y) the new Exercise Price determined in

accordance with the immediately preceding sentence. In the case ofadjustment for a cash

dividend that is. or is coincident with, a regular quarterly cash dividend, the Per Share Fair

Market Value would be reduced by the per share amount ofthe portion ofthe cash dividend that

would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made,

the Exercise Price and the number of Shares issuable upon exercise ofthis Warrant then in effect

shall be readjusted, effective as ofthe date when the Board ofDirectors determines not to

distribute such shares, evidences ofindebtedness, assets, rights, cash or warrants. as the case may

be, to the Exercise Price that would then be in effect and the number ofShares that would then

be issuable upon exercise ofthis Warrant ifsuch record date had not been fixed.

9

09S33I-0002·10033-NY021697147.S
(0) Certain Repurchases ofCommon Stock. In case the Company effects a Pro Rata

Repurchase ofCommon Stock, then the Exercise Price shall be reduced to the price determined

by multiplying the Exercise Price in effect immediately prior to the Effective Date ofsuch Pro

Rata Repurchase by a fraction ofwhich the numerator shall be (i) the product of(x) the mnnber

ofshares ofCommon Stock outstanding immediately before such Pro Rata Repurchase and (y)

the Market Price ofa share ofCommon Stock on the trading day immediately preceding the first

public announcement by the Company or any ofits Affiliates ofthe intent to effect such Pro Rata

Repurchase, minus (ii) the aggregate purchase price ofthe Pro Rata Repurchase, and ofwhich

the denominator shall be the product of(i) the number ofshares ofCommon Stock outstanding

immediately prior to such Pro Rata Repurchase minus the nwnber ofshares ofCommon Stock so

repurchased and (ii) the Market Price per share ofCommon Stock on the trading day

immediately preceding the first public announcement by the Company or any ofits Affiliates of

the intent to effect such Pro Rata Repurchase. In such event, the number ofshares ofCommon

Stock issuable upon the exercise ofthis Warrant shall be increased to the number obtained by

dividing (x) the product of(l) the mnnber ofShares issuable upon the exercise ofthis Warrant

before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata

Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in

accordance with the immediately preceding sentence. For the avoidance ofdoubt, no increase to

the Exercise Price or decrease in the number ofShares issuable upon exercise ofthis Warrant

shall be made pursuant to this Section 13(0). .

(E) Business Combinations. In case ofany Business Combination or reclassification

ofCommon Stock (other than a reclassification ofCommon Stock referred to in Section 13(A»,

the'Warrantholder's right to receive Shares upon exercise ofthis Warrant shall be converted into

the right to exercise this Warrant to acquire the number ofshares ofstock or other securities or

property (including cash) which the Common Stock issuable (at the time ofsuch Business

Combination

Business Combination

or reclassification)

or reclassification

upon exercise

would

of

have

this

been

Warrant

entitled

immediately

to receiv

Gto

p

s P_y_

consummation ofsuch Business Combination or reclassification; and in any .

necessary, the provisions set forth herein with respect to the rights and interests erea er 0 the

Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably

be, to the Warrantholder's right to exercise this Warrant in exchange for any shares ofstock or

other securities or property pursuant to this paragraph. In determining the kind and amount of

stock, securities or the property receivable upon exercise ofthis Warrant following the

consummation ofsuch Business Combination, ifthe holders ofCommon Stock have the right to

elect the kind or amount of consideration receivable upon consummation ofsuch Business

Combination, then the consideration that the Warrantholder shall be entitled to receive upon

exercise shall be deemed to be the types and amounts ofconsideration received by the majority

of all holders ofthe shares of common stock that affirmatively make an election (or of all such

holders ifnone make an election).

(F) ROUIlding ofCalculations: Minimum Adjustments. All calculations under this

Section 13 shall be made to the nearest one-tenth (1/1Oth) of a cent or to the nearest onehundredth (1/1 00th) ofa share, as the case may be. Any provision ofthis Section 13 to the

contrary notwithstanding, no adjustment in the Exercise Price or the number ofShares into

which this Warrant is exercisable shall be made ifthe amount ofsuch adjustment would be less

than $0.01 or one-tenth (l/IOth) ofa share ofCommon Stock, but any such amount shall be

10

09533I..QOO2-IOO33-NY02.2697147.S
carried forward and an adjustment with respect thereto shall be made at the time of and together

with any subsequent adjustment which, together with such amount and any other amount or

amounts so carried forward, shall aggregate $0.01 or 1/1Oth of a share ofCommon Stock, or

more.

(0) Timing oflssuance ofAdditional Common Stock Upon Certain Adjustments. In

any case in which the provisions ofthis Section 13 shall require that an adjustment shall become

effective immediately after a record date for an event, the Company may defer until the

occurrence ofsuch event (i) issuing to the Warrantholder ofthis Warrant exercised after such

record date and before the occurrence ofsuch event the additional shares ofCommon Stock

issuable upon such exercise by reason ofthe adjustment required by such event over and above

the shares ofCommon Stock issuable upon such exercise before giving effect to such adjustment

and (ii) paying to such Warrantholder any amount ofcash in lieu ofa fractional share of

Common Stock; provided, however, that the Company upon request shall deliver to such

Warrantholder a due bill or other appropriate instnnnent evidencing such Warrantholder's right

to receive such additional shares, and such cash, upon the occurrence ofthe event requiring such

adjustment.

(H) Other Events. For so long as the Original Warrantholdet holds this Warrant or

any portion thereof, if any event occurs as to which the provisions ofthis Section 13 are not

strictly applicable or, ifstrictly applicable, would not, in the good faithjudgment ofthe Board of

Directors ofthe Company, fairly and adequately protect the purchase rights ofthe Warrants in

accordance with the essential intent and principles ofsuch provisions, then the Board of

Directors shall make such adjustments in the application ofsuch provisions, in accordance with

such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of

the Board ofDirectors, to protect such purchase rights as aforesaid. The Exercise Price or the

numb.er ofShares into which this Warrant is exercisable shall not be adjusted in the event ofa

change in the par value ofthe Common Stock or a change in the junsdictionOfe'

the Company.

n °C'0pV

(1) Statement Regarding Adjustments. Whenever the Exercise Price 0 e n er

Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the

Company shall forthwith file at the principal'office ofthe Company a statement showing in

reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect

and the number ofShares into which this Warrant shall be exercisable after such adjustment, and

the Company shall also cause a copy ofsuch statement to be sent by mail, first class postage

prepaid, to each Warrantholder at the address appearing in the Company's records.

(J) Notice ofAdjustment Event. In the event that the Company shall propose to take

any action ofthe type described in this Section 13 (but only ifthe action ofthe type described in

this Section 13 would result in an adjustment in the Exercise Price or the number ofShares into

which this Warrant is exercisable or a change in the type ofsecurities or property to be delivered

upon exercise ofthis Warrant), the Company shall give notice to the Warrantholder, in the

manner set forth in Section 13(1), which notice shall specify the record date, if any, with respect

to any such action and the approximate date on which such action is to take place, Such notice

shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the

effect on the Exercise Price and the number, kind or class ofshares or other securities or property

11 09~331-0002-1 0033-NY02.2697147.5
which shall be deliverable upon exercise ofthis Warrant. In the case of any action which would

require the fixing of a record date, such notice shall be given at least 10 days prior to the date so

fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking

ofsuch proposed action. Failure to give such notice, or any defect therein, shall not affect the

legality or validity of any such action.

(L) Proceedings Prior to Any Action Requiring Adjustment As a condition precedent

to the taking of any action which would require an adjustment pursuant to this Section 13, the

Company shall take any action which may be necessary, including obtaining regulatory, New

York Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange

or stockholder approvals or exemptions, in order that the Company may thereafter validly and

legally issue as fully paid and nonassessable all shares ofCommon Stock that the Warrantholder

is entitled to receive upon exercise ofthis Warrant pursuant to this Section 13.

(M) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made

successively whenever an event referred to herein shall occur. Ifan adjustment in Exercise Price

made hereunder would reduce the Exercise Price to an amount below par value ofthe Common

Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to

the par value ofthe Common Stock.

14. Exchange. At any time following the date on which the shares ofCommon Stock

ofthe Company are no longer listed or admitted to trading on a national securities exchange

(other than in connection with any Business Combination), the Original Warrantholder may

cause the Company to exchange all or a portion ofthis Warrant for an economic interest (to be

detennined by the Original Warrantholder after consultation with the Company) ofthe Company

classified as permanent equity under U.S. GAAP having a value equal to the Fair Market Value·

ofthe portion ofthe Warrant so exchanged. The Original Warrantholder shall calculate any Fair

Market Value required to be calculated pursuant to this Section 14, which shall not be subject to

the Appraisal Procedure.

any reorganization,

15. No Impairment

transfer of assets,

The Company

consolidation,

will not,

merger,

by amendment

dissolution,

of

issue

its Ch-~""O o~sg~ PY

securities or any other voluntary action, avoid or seek to avoid the observance or perfonnance of

any ofthe terms to be observed or perfonned hereunder by the Company, but will at all times in

good faith assist in the carrying out ofall the provisions ofthis Warrant and in taking of all such

action as may be necessary or appropriate in order to protect the rights ofthe Warrantholder.

16. Governing Law. This Warrant will be governed by and construed in

accordance with the federal law of the United States if and to the extent such law is

applicable, and otherwise in accordance with the laws of the State of New York

applicable to contracts made and to be performed entirely within such State. Each of the

Company and the Warrantholder agrees (a) to submit to the exclusive jurisdiction and

venue of the United States District Court for the District of Columbia for any civil action,

suit or proceeding arising out of or relating to this Warrant or the transactions

contemplated hereby, and (b) that notice may be served upon the Company at the address

in Section 20 below and upon the Warrantholder at the address for the Warrantholder set

forth in the registry maintained by the Company pursuant to Section 9 hereof. To the

12

095331-0002-10033-NY02.2697147.5
extent permitted by applicable law, each of the Company and the Warrantholder hereby

unconditionally waives trial by jury In any civil legal action or proceeding relating to the

Warrant or the transactions contemplated hereby or thereby.

17. Binding Effect. This Warrant shall be binding upon any successors or assigns of

the Company.

18. Amendments. This Warrant may be amended and the observance of any tenn of

this Warrant may be waived only with the written consent ofthe Company and the

Warrantholder.

19 . Prohibited Actions. The Company agrees that it will not take any action which

would entitle the Warrantholder to an adjustment ofthe Exercise Price ifthe total number of

shares ofCommon Stock issuable ss~~seofthis Warrant, together with

all shares ofCommon Stock then 0 f Common Stock then issuable

upon the exercise of all outstanding ns, , con ion and other rights, would exceed

the total number ofshares ofCommon Stock then authorized by its Charter.

20. Notices. Any notice, request, instruction or other docwnent to be given hereunder

by any party to the other will be in writing and will be deemed to have been duly given (a) on the

date of delivery ifdelivered personally, or by facsimile, upon confinnation ofreceipt, or (b) on

the second Jlusiness day following the date ofdispatch ifdelivered by a recognized next day

courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such

other instructions as may be designated in writing by the party to receive such notice.

Ifto the Company:

Citigroup Inc.

399 Park Avenue

New York, NY 10022

Attention: Michael S. Helfer, Esq.

General Counsel

Telephone: (212) 559-5152

Facsimile: (212) 793-5300

Citigroup Inc.

399 Park Avenue

New York, NY 10022

Attention: Andrew Feiner, Esq.

Deputy General Counsel

Telephone: (212) 559-7050

Facsimile: (212) 559-7057

Ifto the Original Warrantholder:

United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

13

09S331.OOQ2·IOO33-NYOZ.2697147.S
Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

21. Entire Agreement. This Warrant, the fonns attached hereto and the Purchase

Agreement contain the entire agreement between the parties with respect to the subject matter

hereof and supersede all prior and contemporaneous arrangements or undertakings with respect

thereto.

[Remainder ofpage intentionally left blank]

COpy

14

09S33J-0002-10033-NY02.2697147.S
[Form of Notice of Exercise)

Date: ----

TO: Citigroup Inc.

RE: Election to Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby

agrees to subscribe for and purchase the nwnber ofshares ofthe Common Stock set forth below

covered by such Warrant. The undersigned, in accordance with Section 3 ofthe Warrant, hereby

agrees to pay the aggregate Exercise Price for such shares ofCommon Stock in the manner set

forth below. A new warrant evidencing the remaining shares ofCommon Stock covered by such

Warrant, but not yet subscribed for an~"PTissued in the name set forth

below. \.IV

Nwnber ofShares ofCommon Stock _

Method ofPayment ofExercise Price (note if cashless exercise pursuant to Section 3(i) ofthe

Wartant or cash exercise pursuant to Section 3(ii) ofthe Warrant, with consent ofthe Company

and the Warrantholder)

Aggregate Exercise Price:

Holder: _

By:

Name:---------- Title:

095331..()002·]0033·NY02.2697147.5
By:

Name:

Title:

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by

a duly authorized officer.

Dated: December 31, 2008

[Signature Page to Warrant]
29-PEC-2008 13:28 FROM 44 207 986 2294 TO 90012128012921 F'. 1d2

[Schedule A - Senior Executive Officers and Top GrOUP)

To Whom It May Conoern:

In consideration for the benefits I win receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Trcasury's purohl1Ses of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 811d the

Securities Purchase ,Agreement dated as of December 30, 2008 (the "Subsequent Agreement")

(collectively, the "l?rograms"),.y hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

cOnllJensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of 2008 ond regulations or orher guidance or requirements issued thereunder,

inCluding, without limitation, the regulation issued by the Treasury as published in the Federal

Register on Ootober 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes aro collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, sev~ce and other benefit plans, arrangements, policies and agreements

(including. without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I plU1icipate as thoy relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to an such modifications. I further acknowledge and agree that ifmy

employer notifies me in writin'g that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fitleen business

days follOWing my receipt otsuch notice. I furthor acknowledge and agree that with respect to

fiscal year 2009 (i) the amoWlt of any threshold, target or maximum bonus I will be eligible to

eam and (ii) the pcrfonnancc soals that must be satisfied to cam such bonus, shall continue to be

established, and subject to adjustment by. my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes 011 claims I may have under the laws ofthe United States or any

state related to the requirements imposed by tho Limitations (including without limitation, tiny

claim for any compensation or other payments I would otherwiso rec~ve absent the Limitations,

any challenge to the process by whioh the Limitations were adopted and any ton or consti.tutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that 1

will not at any time initiate, or cause or permit to be initiated on my behalf. any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

accoptance and aclcnowlcdiement to the provisions herein.
29-DEC-2008 13:28 FROM 44 207 986 2294

2

Name:

Title:

Date:

TO 90012128012921 P.03

TOTAL P.03
DEC.31.200B Oi:16

[Sohedule A- Senior Executive Ot~oers Ilnd Top Group]

*0560 ? 002 /OD~.

To Whom ItMay Concern:

In consideration fOI tho be.n.eii1J I will receive ell tI. result ofmy employcn" s participatiOn

in the Uniied States De~ ol1be Treasury's (beMftor, the '''r1'08lUryj lioublcd Asset

ReliefPmgram, includina~ without limitation, the Trca8ury's purcbues ofprefcned stock ofmy

employer pursuant to the Securities Purobuc Apem= dA:Id as ofOctober 26. 2008 and the

SecuritiesPurchase Apement dated 18 ofDeeember 30. 2008 (the "Subaeguem: A!lISS1JJeau")

(gollectively, 1he KPrOJPlDS"), I Mteby vohmtarlly waive any claim against the United StBtes or

my employer or ita directors, otflC8t's. employeea and agents for any changes to my

compensation 01 benefits thar II'l!J requb;! to complywl1h (1) tho Emorgenoy Economic

Stabilization Act 012008 and regulatiODl or other guidance or requirements issued tb«eunder.

including, without limitation. tho rcaaIation issued. by the Treasury as pub1isbcd in the Federal

Reglstm on ocrobef 20. 2008, (Ii) as applicable to D18t the provi8iODS oftho SUbaequent

Aarcement and (iii) the BttId10d Citigroup Inc. Bxec'lJti"Ve Compensation Poligy adopted in

connection therewith (all such c.bsnics arc collectively l'8fe1Ted to III the HLlmitations").

I acknowled.ae that the Limitations may requite modifioation ofthc employment" cowpClllS8tion.

Oonua. incentive, severance BDd other benefit pIlDJ, IIJ'IDPlDCIlts, paUma I11d 881'Oements

(incl\1ding. withoutJ1rnitatiOD, any lKKaIled ugoldeo parachute" aareements), whetba' or not in

writing, that I have with my employer Of in which I participate asthey relate to the the

United States hoIda any equity or debt securities afmy omployer acqufnld throup the Programs

and I hereby oonse.nt to ali Nell modifications. I tunhCl' acknowledge and agree tbAt ifmy

employer notifies me itt writing that Jhave received paymems inviolation oftho Limitations, 1

sball repay the aggregate amount0'such paymcma to tbc employer no laterthan 6t\ccm busiDess

days followini my rcccipt ofSIl'?h notice. I 1\uthar aokDowlcdge and agree tbat with l'Clipect to

fiscal year 2009 (i) the amount ofany tbreabold, Qqct ormaximum bonua I will be oliJPblc to

earn and (d) the petfonnaIlGC goalsthatmUlt be IIw:6ed to eat" such bonua. shall continue to be

established. and subject to adjustment by, my employerin its discretion, cons1stcnt with the

requirements ofthe PJogmms.

Thill waiver includes all claims I may bave \wIer the laws ofthe United States orIlly

state related to the requirementsimposed by the Limitations (mcluding without llmitation, any

claim for any compensation or other Jl&ymea:tII would oth8l'Wise receive nbsent the Umitations,

any chalJense to the proccas by which the Limihrtionr were adopted and any tort or CQDStitutionaJ

claim about the effect ofthe foregoing on my employment telatiowhip) IIld I bol'eby agTe8 that I

will not id. any time initiate, or CIU8C or permit to be initiated on my bebaIf. auy IUch claim

against the United Statell. my employer or its directors. officers. emplo~B aDd &gCllts in any

local, state or fedemageney) court or other body.

In witness wbereof, 1exocute this waiver on my own behalf, thereby COJWIlwicatiui ~y

acceptance and acknowledgement 10 the provisions herein.
DEC.31.2008 01:17

[Schedule A- Senior Executive Officers IWd Top Group]

To Whom It May Concern:

'0560 P.003 /003~/'OJ

In COJISidcratlOIl for the beDditi I will receive 81 a IeSU1t ofmy employerts partiojpation

in rbc UDitcd States Deputment ofthe TteaSUJY's (hereafter, the -rraaauryj Troubled Asset

R.ellofProeram. includins. without lhuitation, the ~'s purchuca ofprefmed ItO<lk ofmy

employerpursuant to the Securities Purcbue Aereement dltod as ofOctobor 26, 2008 and the

Sem.aities Purchase Apement dateclll8 ofD~omber 30, :ZOOS (the "811.111_ Agreemenj)

(ooUeotively, the "h>lmll.ns"), I hereby voluntarlly walw auy claim againlt the United States or

my employer or ita d.iredon;. ofBcer&, employees and agents for Imy chqesto my

compensation or benefits that are required to comply with (i) the .BmersencyEconomic

Stabilization Act of2008 and roaulations or other guidance Of requirements issued therwnder.

including, widlout IimitBtlon, the rceulatlon issued by the Treasury IS published in the Federal

Register 00 October 20t 2008, (it) as applicable to me, the proviBions ofthe SubaequCDt

Agreement and (iii) the attached CitigroUp Ino. Bxeeutiw CoDlpcwsation Policy Idoptad in

connection therewith (81ll1.\Oh ohangesllfe aoJlClOtively to 181he "Limita'Lf.cml'').

I acknowledge that the Limitationsmay require moditiQLtfon ofthe employment, coDlpcnaatiOJl,

bonu~ incentive, seven:nee and other benefit plaoJ. tatall&lmlcmtl, poJioios and acreemettts

(including, withou.tlimitation. II11Y so-called "golden pEIl1IC~' agreomonts). whether or DOt in

writing. that I have with my employer or in which I plltic:1pate as they rdlltc to the period the

United States holds any equity or dobtsecurities ofmy employer aequil"od tbroU&b the Proaracna

and I hereby consent to all $ncb modifications. I fUnhcr acknowledgo and agree that 1fmy

employer notifies me in wrlting that I have received p8.ymcnIS in violation ofthe Lim.itations, [

lIha11 repay the aggreaate amcnmt ofsuch paymentsto the employer no later than fIfteen busineu

days followinS my receipt ofsuch notiClfl. I furt1wt acknowledge! and apee that with respect to

fisoaI year 2009 (i) the amount ofarty threshold, tIrpt or maximum bonus I will be eligible to

earn and (ll) the perfonnanoe &Oals that must be aatisfied to earn. II1C1h bonus, shall oontinU8 to be

established, and subject to e4justmem by, my employerin its dillcretiont consistent with the

oftbe Propms.

ThiI waiver includes all claims I may have under the laws ofthe United States or any

state related to the requkements imposed by the Limitations (including without limitation. In'l .

claim tor any compensation or other payments I would otherwise receive absent the Limitations.

any challcnp to the prooess by wIUdl the Limitations wotO adopted and any tort or CiOJMtiNtional

claim about the: effect ofthe forellohll OD my employment relldiouship) and I hereby agTCIC that I

will not at lID)' time Initiate, or CIl\UIC or perm.it to be Initiated on my behalf. any sucb cJllim

tliainst the United States, my employor or its o~ employees und agents in any

local. state Of federal qcney, oourt orokbody.

In witnOSl whereat: I execute this waiver em my own. 'beibatl~MeI:l

acceptance and adcnowledgernent to the provisions herein.

: Cynthia Anninc

ltlc: eWerCompliance Offi'lcr

/ 0*:r1liJ/ o8
[Schedule A - Senior Executive Officers and Top Group}

To Whom It May Concern:

In considerB1ion for the benefits 1will receive as a result ofmy employer's participation

in the United States Department ofthc Treasury's (hereafter. the "TreasurY') Troubled Asset

ReliefProgram, includina. without limitation, the Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26. 2008 and the

Securities Purchase Asrecment dated as ofDccember 30,2008 (the "'Subseguent t\mCment")

(collectively. the "Proerams''), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and aaents for any changes to my

compensation or benefits that ate required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation. the regulation issued by the Treasury as published in the Federal

Reaister on October 20,2008. (il) as applicable to me, the provisions oithe Subsequent

Agreement and (ill) the attached Citigroup Inc. Executive Compemation Policy adopted in

conncctiontherewith (all such changes are CQllectively referred to as the "Limitatiowt).

I acknowledge that the Limitations may require modification ofthe cmployme:nt, compensation,

bonus, incentive, severance and other benefit plans, arranacments, policies and agreements

(including. without limitation. any so~ed "golden parachute" agreements), whether or not in

writing. that I have with my employer or in which I participate as they ~late to the period the

United States holds any equity or debt securities ofmy employer icquired throup the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations. I

shall repay the aggteiate amount ofsuch paymentsto the employer: no later than fifteen business

days following my receipt ofsuch notice. I further acknOwledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maximum bonus I will be eligible: to

earn and (ii) the pcrfonnanoe goalsthat must be satisfied to earn such bonus, shall continue to be

established, and subject to adj~cntby, my employerinits discretion, consistalt with the

requirements ofthe Programs..

,. ,

This waiver ineludes all claimsI may have UDder the laws ofthe Unitod States or any

state related to the requirements imposed by the Limitations (io.cludina withoU11imi1ation, any

claim for anycompcnsation or other payments 1:would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on IllY behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court orotherbody.,. . . . ' . ~. ..". ..

In witness whereof, I execute this waiver on my own behalf;, thereby communicating my

llCceptance and acknowledgement to the provisions herein. .t .,

RespecttUlly.

H' ....",\
[New Yol1C#J96S417 vi]

/.'

2

Name: ~£DJl'6" AMJ'flO

Title: C Iff0 Nt;1it..T1f 14Me:J1-IC" C I"VLCU

Date: 11-/ 3C1( t&
(Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern: .

In consideration for the benefits I will receive as a result of my employer"s participation

in the United States Department of the Treasury's (hercilftcr. the "Treasury") Troubled Asset

Relief Program, including. without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as of October 26. 200& and Ihe

Securities Purchase Agreement dlllcd as of December 30, 200& (the "Subseguem Agreemcnr')

(collectively, the "Programs"). I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for lIny changes to my compensation

or benefits that are required to comply with (i) the Emergency Economic Stabilization Act of

2008 and regulations or other guidance or requirements issued thereunder, including, without

limitation. the regulation iSl>ued by the Treasury as published in the Federal Register on October

20. 2008. (ii) as applicable to me, the provisions of the Subsequent Agreement and (iii) the

attached Citigroup Inc. Executive Compensation Policy adopted in connection therewith (all such

changes are collectively referred to as the ·'Limjtations").

I acknowledge that the Limitations may require modification of the employment, compensation.

bonus. incentive. severance and other benefit plaml. Ilrrangements. policies and agreements

(including. without limitation. any so-called "golden parachute" agreements), whether or not in

writing. that I have with my employer or in which ( participate tiS they relate to the period the

United States holds any equity or debt securities of my employer acquired through the Progmll1s

and I hereby consent to all such modifications. I funher acknowledge and agree that if my

employer notifies me in writing ·that I have received payments in violation of the Limitations, I

shall repay the aggregate amount of such payments to the employer no Inter than fifteen business

days following my receipt of such notice, I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (Ii) the perfonnance goals that must be satisfied 10 earn such bonus, shall continue to he

established. and subject to adjuslment by. my employer in its dil;Crelion. consistent with the

requirements ofthe Prognlms.

This waiver includes all claims [ may have under the IllWS of the United States or llny

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments [ would otherwise receive absent the Limitations.

any challenge to the process by which the Limitations were adopted and any ton or constitutional

claim about the effect of the foregoing on my employment relationship) and I hereby agree lhill J

will not at any time initiate. or cause or pennit to be initiated on my behalf. any such claim

against the United States. my employer or its directors. officers. employees and agents in any

local, state or federal agency, court or other body.

In witness whereof. I execute this waiver on my own behalf. thereby communicating my

acceptance and acknowledgement to the provisions herein,

Respectfully.

Name:

Title:

Date:

StmCCl Bakhshi

ChiefRiak Officer

GIDbal ConsmnerGroup

&: CitibankNA

Tel: +44 (0)20 1500 5975

suneel.bakhshi@citi.com
CU~LJ 1-1< BUS j NESS CENTRE +852 2521 3888

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits 1will receive as a result of my employer's participation

in the United States Department ofthe Treasury's (hereafter, the '·Treasury") Troubled Asset

Relief Program. including. without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Pu"rchase Agreement dated as of December 30.2008 (the "Subseguent Agreement")

(collectively, the "Programs''), I hereby voluntarily waive any claim against rhe United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of 2008 and reguJations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as pUblished in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions of the SUbsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all sucb changes are collectively referred to as the "Limitatil1ns").

f acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangemert13, policies and agreements

(inclUding, without limitation, any so..caJled "golden parachute" agreements), whether or not in

writing, that Thave with my employer or in which 1participate as they reJate to the period the

United States holds any equity or debt securities of my employer acqUired through the Programs

and I hereby consent to all such modifications. Ifurther acl<.nowJedge and agree that if my

employer notifies me in writing that I have received payments in violation ofthe Limitarions, r

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I funher acknOWledge and agree that with respect to

fiscal year 2009 (i) tbe amount of any threshold. target or maximum bonus 1will be eligible to

earn and (it) the performance goals that must be satiQfted to eam such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs. " ,

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments 1would otherwise receive absent the Limitations.

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect of the foregoing on my employment relationship) and Jhereby agree chat I

will not at my time initiate. or cause or permit [0 be initiated on my behalf, any such claim

against the United States, my employer or it~ director!!, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness wheToof, r execute this waiver on my own behalf. thereby communicating my

acceptance and acknowledgement to the provisions herein.

. Respectfully, ~f Pfrttl (, Cd.

~c.~ tlt'\11\ pN-""F'c...

.Jr.. 1..'\"~&TOTAL F.02
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I wi]] receive as a result ofmy employer's participation

in the United Scates Department ofthe Treasury's(hereafter, the "Treasury") Troobled Asset

ReliefProgram, including, without limitation, the Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDeoember 30.. 2008 (the "Subsequent Agreement")

(collectively, the ''Programs''). I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for ~y changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance orrequirements issued thereunder,

including. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008. (li) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connec1ion therewith (aU such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements. policies and agreements

(induding, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that Jhave with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities afmy employer acquired through the Programs

and rhereby consent to all such modifications. I:further aclcnowledge and agree that ifmy

employer notifies me in writing that I have reGeived payments in Y'iolatioD ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than :fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maxim.u,ni bonus I will be eligible to

eam and (ii) the performance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretio~ consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United Stares or any

state related to the reqUirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise reccive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or pennit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf: thereby communicating my

acceptance and acknowledgement to the provisions herein.

Narne: Hamid Biglari

Title: leG ChiefOperating Officer

Date: December 29,2008

1)'!'dl!')IR
~v~ A1f~,.J1LO,J DF) ~AMGtA (. ~r( -Z 1'2... &0' ~q'Z 1

[Schedule A- Senior Executive Officers and Top Group]

Tu Whum Il May Concern:

In consideration f.or the benefits 1will receive 3S a result ofmy employer's participation

in the Un.ited States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program. including, without limitation, the Treasury's purchases of preferred stock nfmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26,2008 and the

Securities Purchase Agreement dated as ofDecember 30,2008 (the "Subsequent Agreemem")

(collectively, the "Programs"), I hereby voluntarily walve any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (1) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limita.tion, th., regulation issued by tho TrcasUt)' I.1S published in the federal

Register on October 20,2008, (li) as applicable to me, the provisions ofthe Subsequent

Allrcement and (iii) the attached Citigroup Tnc. Executive CompP.1lS1ltlon Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, in~ntive, severance and other benefit plans. arrangements, policies and agreements

(including, without limitation, any so-called "golden paracbute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds My equity or debt 30curitic~ ofmy employer flCquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writini that r have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer 110 later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that witb respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus rwill be eligible to

earn and (ii) the perfon:nance goalsthat must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe UnitOO States or any

state related to the rcqnirementq imposeil by the LimitRtions (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitatiotls,

any chaIlcnge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any ti.rne initiate. or cause or permit to be initiated on my behalf. any such claim

against the Umted States, my employer or its directors, ofl1cers, empLoyees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

ac.ceptance and acknowledgemet;lt to the provisionSl herein..

Respectfully,
[New York "1'165417 vl,l

2

Name: ;S'n~:PH'lfrJ ~p

Title: Ca-D. -. N6R-(H ASIA

Date: "2. 4-4. {>t:C- 2.t90 8,
Z9-IZ-08 14:59 From-SIR WIN BISCHOFF 020T9862599 r-643 P.Ol/04 F-T50

[Schedule A - Senior Executive Officers and Top GroupJ

To Whom It May Concern:

In considCl'lltion for the benefits I will receive as a result ormy employer's participation

in the United States Departnlen.t ofthe Tl'easury's (hereafter, the "Treasury") Troubled Asser

lteliefProgram, including, without limitation. the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Pmchase Agreement dated as ofOctober 26,2008 and the

Securities Purchase Agreement dated as ot'Decembcr 30,2008 (the "SubsagYent Agreement")

(collectively, the "program...,"), I hereby voluntarily waivo any claim against the United States or

my employer or its ditectofs, officers, employees and agents for eny changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Aot of2008 lUld regu14tions or other guidance orrequirements issued therwnder,

includina. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (Ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (ill) the attaohed Citigroup Inc. Executive Compensation Policy adopted in

connection therowith (all such cha:o.ges are collectively referred to as the "Limitations"),

I ac.knowledge that the Limitatioll$ may require modification ofthe employment, compensation,

bonus. incentive. severance and other benefit plans, arraugcm.entB, policies and agreements

(including, without limitation, any IIO-called "golden parachuto" agreements), whether or not in

writing. that I have with my om,ployer or in whi.eh I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I ~by consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violl1tion ofthe Limitations. I

sball repay the aggregate llmOunt ofsuch payments 10 the employer no later than fifteen business

days following my receipt ofsuch notice. I further aclalowledge and agree that with respect to

nscal year 2009 (i) the amount ofany threshold. target or maximum bonus r will be: eligible to

eam and (ii) the periorrn.ance goals that must be satisfied to cam such bonus, shall continue to be

emblished, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Prosrams.

This waiver includes all claims I may have UPder the laws ofthe United States or any

st~te related to the requirements imposed by the Limitationa (including without limitation, any

claim for ony oompeusatiOQ or other payments I would otherwise receive absent The Limitations,

ony challenge to the process by which tho LiIJUtations were adopted and any ton Or constitutional

claim about the effect ofthe foregoing on my emplo)'DlCQt relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initialed on my behalf, any such claim

against the United States, my employer or its dinlctors, officers, employees and agents in any

local, Slate or federal lSiCUCY. court or other body.

In witness whereof: I execute this WlUver on my own behalf: thereby communicating my

acceptance and acknowledsemem TO the provisions herein.

ltcspectfuUy,
2;-12-08 14:SS From-SIR WIN BISCHOFF 0201886Z588 H43 p. 02/04 HSO

[New ¥otltJl106S411 Vll

2
JEC-29-2008 12:55 CALIO P.03/03

[Schedule A- Senior Exlcutive Officers and Top Group]

To Whom It May Concern:

In oonaidcratiolS fortho-beMflal will receive as. ruu.lt ofmy employer's participation in the

United States Department ofthaTrcuury's (l1.reafter. eM ''TrtUury'') Troublecl Asset ReliefProaram.

in\;l\ldinlt without IImkariCll,the TlOUury'. paroh.ua ofpre£emd stook ofmy employer pursuant to the

Sceuritiel Purchase Apecmcnt cW.i.. at'October 26. 1008 Ind the Securities P\lI'Cbuc AiI'OOment

dated II ofDecember 30,2001 (the "SuIH!l1fIU Apeemenr') (coUectlvely, rll. "Programs"), 1hereby

voluntarily waive any olaiM against tho United States or my employer or its directors, oftlcera, employees

Ind agents for any chanatllO my compeaatioD or benefits rtw IJ'O roquired to comply wltn (j) the

EmtrSCDC)' Ecollomlc Stabilization Act ol20011lld NSUlatiou or o1'har SUldance or nquircmcnu issued

thtreundar, includfna. without UaU~on, the rc&\Iladon iuucd by tlu! TrealUl)' Q published in the Federal

~llter on OCtober 20, ZOOS, (U) u appliecle to rue, the provl.ioDs ofthe Subsequent Agreement md

(lu) the anachod. Citigroup hac. P.x.cuti". Compel\l.UOl\ PoUcy adoptod in conneotion therewith (all such

chanatllR collectively re:femd to IIthe '1.jmitatipM".

I acknowledge that the Limitations' may nquitc rnodiflcarion ofthe employment, compensation, banua,

inll:Gl\tiw, severance and omit benefit plam, amnpm_ poliQCS lind >teInC\tS (lncludinJ, without

Iimitatiol\, lilly so-called ",olden parathute" agreemenll'. whether or not in writlnj, that Ihave wIth my

employer or in whldl I participlte IIthey relatA: to tho period tho United States holds any equity or debt

JeCurilics ofmy employer acquired tbtouah the Pro8J&ml and 1hereb)' consent to all such modifications,

[ further llClcnowlcdp and qree that ifmy employer notifl.. me in writin. the I have rec:civtd payments

in violation orlb. Limitations, rshall reJlA), the a~pfe IDlOWlt ofsuch payments to t2le employer no

Luer than fifteen busine.. days followfn. my receipt ofsuch notice. It\llther acknowledge and agree that

with rtJpect to fiscal year 2009 (i) the amount ofany tbreahold. tltpt or maximum bonus I will be

eligible to cam IDd (it) the performance Coall mu m\l$t be satisfltd to earn such boDUS, shaU continue to

be estabIUIted, Il'Id subJeetto atijUItIDni by, my Imployer in it! discretion, consistent with the

rcquimntUb ofth. Ptopma, _ .

This waiver iDcJ.udtl aU claimsI may have under rh- !awl oftbe Unltecl States or lilly stlte related

to the teeluiramenulmposed by the Limitation. (inoJudfne without limitadon, any claim for any

cornptnaat1on or other payments Iwould otherwt.reee!vllllbsw the Limitatioru. any t:haJlenae to me

protei' by 'I1IIlklt til. LlmitltiolU wen adoptod and iny tort or oonstitutional claim ab0\11 the effect ofthe

foregoln8 Oil my employment rcladonJhip) and I bereby ape that [ will not at any lime tDluare, or callS.

or permit to be initiated on my behalf, my such claim apln5t the tJni~ States, my employer or it;

diroctor$, Officenl, employee. and .p~ in any local, awe or (.deral age~. court or other body,

In witness whereof. rBX8CUtc !hi! waiver 011. my own behalf, thereby communicating my

&cccptance and ~o\llliedgemtnt t'? the provisioos,bonin.

Rapect(ully,

Name: Nicholu E. Callo

.Tide:' £\'P, Glob&! Oovmunent Atfain

Om: Oecembor 29. 2008

TOTAL P.la3
12/30/2007 15:21 FAX CIT6ROUP

[Schedule A - SUO!' Executi"le Officers and Top Group]

00 1/002

To 'Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter. the '7rcasury'') Troubled Asset

ReliefProgram. including, without limitation, the Treasury's purchascs ofprcferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecembcr 30, 2008 (the ''Subsequent Ageemmttt)

(collectively, the "Programs''), I hereby voluntarily waive any claim against'the United States or

my employer or its directors, officers, cmployeea and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and rceu1atioDB or other guidance or requircmeuts imJcd thereunder,

inctudin& without limitation, the regulatioD i.Ucd by the Treasury as published in the Federal

Register on October 20. 2008, (ii) as applicable to mo. the provisions ofthe Subsequent

Agreement and (iii) the atrached Citigroup Inc. Executive Compemation Policy adopted in

connection therewith (all such changes are colloctivcly referred to as the "Limitations'').

I acknowledge tbat the Umitations may require modification ·ofthe employment. compensation,

bonus, incentive; severance and other benefit Plans. ammgcments, policies and agreements

(including. without limitation. any so-called "golden parachute" agreements), whether or not in

writing. that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the ProgrBIIls

and I hereby COD59t to all such modifieatiom. I further ack:Dowlcdgc and agree that ifmy

employer notifies me 4a writlnS that I have rec.cived payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payinellts to the employer no later than fifteen business

days following my receipt ofsuch notice. I f'i.utb.er acknowledge and agree that with respect to

fiscal year 2009 (1) tho amoWlt of any ~ld, target ormaximum bonus I will be eligible to

earn md (ii) the performance goals that must be satisfied 10 cam such bonus••ball continue to be

established, and subject to adjustment by, my cmplo~in its discretion, consistent with the

requirements ofthe Programs.

This waiver iIicludcs all claimsI may have under the laws ofthe United States or any

state related to thIS requiremeht.S imPo~ by the L~tatioDB (including without limitation, any

claim for any compensation or other payments r,would otherwise receive absent the Limitations,

any challenge to the process bywhich the Limitations were adopted aud any tort or constitutional

claim about the effect ofthe foregoing' on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or pcnnit to be initiated on my behalf, any such claim

against the United States, my ~loycror its dii'ectots. officers. employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my' ow,n b~ thereby communicating my

acceptance andaclcno'Ylcc;lgcm~t tq~~prl?y,i.sj.p~ befein,

Respectfully.
12/30/2007 15:22 FAX

1~/.HII'\lYr '3. IV"'"

CIT6ROUP 002/002

p.1

2
(Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits rwill receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as of December 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (aJl such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that if my

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maximum bonus I will be eligible to

eam and (ii) the perfonnance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments Jwould otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

RespectfuJly,
12/29/2BB8 14:29 239--643-3996

12/29/2008 14:12 FAX 2127930082

FEDEX KINKO'S 5899

WOMAN AN» CO...ANY

PAGE 62

ICZI003

. ., ~,

(New YOIIt.19G5417 YI)

. <:!A-P..;17>

Jtt- I'J1AetCA&1"'1II ') e...fi'~11V£ Rfit"'Tl-li?

2
)1/O~fP~~}&L~14:11 FAX 1212 793 1420 121280tlP~~ttention.Gerry

[Schedule A - Senior Executive Officers and Top Group}

To Whom It May Concern:

In consideration for the benefits I will receive as a resuh ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases ofpreferrcd stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the ''Subsequent Agreement")

(collectively, the "Programs''), I hereby volWltarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations'').

I acknowledge ~t the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benef'tt plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements). whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, J

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold,target or maximum bonus I will be eligible to

earn and (ii) the performance goals'thai must be satisfied to earn such bonus, shan continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the .

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements.imposed by the Limitations (including without limitation, any

claim for any compensation or other payments Jwould otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause· or permit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I·execute this waiver on my own behalf: thereby communicating my

acceptance and acknowledgeI?eht to the provisions herein.

Respectfully,
ll/O~{9(jn}-AiJ.r 14:11 FAX 1212 793 1420 121280c¥PlJattention.Gerry

t1i ael L. Corbat

CEO,. Global Wealth Management

. January 5th, 2009

2

[New York 1111965417 vI]
Dec 29 08 12:26p Cowles

12/29/2008 1t'24 PAX 212 793 7600 CTTTGROUP

3077340846 P 1

lllJOO2!OOJ

lSchcdulc A - Senior Executive Officers and Top Group)

To Whom It May Concern:

In. consideration for the benefits I will Tcoeive as a. t~t ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "TrellSury") Troubled Asset

ReHef Program, including, without liml1atioo, th.c Txessury's purchases ofpreferred stock of my

employer pursuant to 'the Securities Purchase Agreement dated as of October 26, 2008 and. tbe

Securities Purchase Agreemeni dated as ofDcccmber 30, 2008 (the "Subsequent Agreement")

(collectively, the "programIf''), I heccby voluntarily waive my. claim against the United States or

my employer or its directors. officen, employees and agents for any changes to my

compensation or benefits that rtquiJ:ed to com.ply with (i) the Emerge:ocy Economic

Stabilization Act of 2008 and regulations or other guidance or requirements issued thereWlderI

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20. 2008. [ti) as applicab~to me, abe provisioDS ofthe Subsequent

Agreement and (iii) the attached Citigmup Inc. Executive Compensation Policy adopted in

connection ~erewith (all such chBnaes are collectively referred to as the "Limitations").

I acknow~e tlmt the Limitations may require moditiclltioa ofthe employment, compecsation,

bonus, inccn!ive, scvt:rancc and otherbenefit plans, a.rtangements, policies and agreemaJts

(including. without limitation, any SCH:alled "golden parach~e"agreements), whether or not in

writing. that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities army employer acquired through the Programs

and I hereby consent to all such modifications, I further acknowledge and agree that ifmy

employer notifies me 41 writing that I have received payments in violation ofthe Limitations, I

shaJi repay the aggregate amount'ofsuoh payments to !he employer no later than fifteen business

days following my Icccipt ofsuch notice•. 1 further acknowledge and agree that with respc<:t to

fiscal year 2009 (i) the amount ofany threshold. target 01 maximwn bonus I will be eligible to

eam and (i0 the pczfonnance Boab that must be satisfied to cam such bonus. shall contiuuc to be

established. and subject 10 adjU3tment by. my employer in its discretion, consistent with the

requirements ofthe ~.

This waiver includes aU c:~..I .may ~~.llndcr the laws ofthe United States or any

state telated to the rcqt;ir:emc:nts imposed by the Umitations (iMluding without limitation, any

claim fox any compensation of,othe:rpayments I would otherwisc.rcceive absc:nt lhe Limitations,

any challenge to the process by which the Limitations were adopted'and any tort or constiluti<lDal

claim about the effect ofthe foregoing on mycmployment relationship) and I herebY agree that I

will Qot at any time initiate, or cause or p~it to be initiated on my behalf, any such claim

against the Ullited States, my employer or its directors, officers, employees and agcots in any

local, state or federal agency, court or other body.

ID witness whereof, [ execute waiver 00 my own behalf, thereby communicating my

acceptance and ackno,,!ledgem~to the provisions herein.

.{.
Dec 29 08 12:26p Cowles

~~/~Y/ZCUI l~:Z~ ~AX %12 7~3 7800 CITIGROVr

3077340846 p~

III OOJ/003

,.' n,,' ~.,

2
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as of October 26, 2008 and the

Securities Purchase Agreement dated as of December 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs''), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation Or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that if my

employer notifies me in writing that I have received payments in violation of the Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

carn and (ii) the performance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes aU claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or pennit to be initiated on my behalf, any such claim

against the United States. my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
Dec 20 08 O~:42p gcritt

2

4:;b/~bLOo3 p.l
Dec 31 08 09:10a paola

12/30/2008 16:24 FAX 212 793 7600 CITIGROUP

1-284-495-5674 p,1

ral003/005

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits r will receive as a result Dfmy employerIs participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program. including, without limitation, the Treasury's purchases ofpreferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctoher 26,2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

{collectively, 'the "Programs"), I hereby voluntari1y waive any claim against the United States or

my employer or its directors, officus, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the EmergeIJ,cy Economic

Stabilization'Act of 2008 8Jld regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by tbe Treasury as published in the: Federal

Register on October 20, 2008. (ii) as applicable 10 me, the provisions aftbe Subsequent

Agreement and (iii) the attached. Citigroup loc. Executive Compensation Policy adopted in

connection therewith (all such c~anges are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensalion,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called. "golden parachute" agreements), w.hether or not in

writing, tbat I have with my employer or in which 1 participate as they relate to the period the

United States h.olds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledg~and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shaU repay the aggregate amoUJ;lt ofsucb payments to the employer no later than fifteen business

days following my receipt of.such notice. .I further acknowledge and agree that with respect ~o

fiscal year 2009 (i) the amount of any tbreshol~ target or maximum bonus I wiU be eligible to

earn and (ii) the perfonnance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employc::l' in its discretion, consistent with tbe

requirements ofthe Programs. .

This waiver jocludes aU claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

anychalJenge to the process by which'the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cauSe or'pemiit t(ibe'initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, cowt or other body.

In witness wbereof, I execute this waiver on my'own behalf, thereby communicating my

acceptance and acknowledgement to tbe provisions herein.

Respectfully, I

". ~:

.. ,

Terri Dial
30-Dle-ZOOB 14:07 FrDat-SCHROOER SAlOllJH St.lITH BARNEY ozommos T-833 P.OOl/D02 F-Z22

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

Tn consid~tion for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter. the "Treasury") Troubled Asset

RcliefProgram, including, withoullimitation, the Treasury's purchases ofpreferrcd stock olmy

employer pursuant to the Securities Purchase Agreement dated as ofOCtober 26,2008 and the

Securities Purchase Agreement dated as ofDecember 30.2008 (the "Subsequent Agreement")

(collectively. the: "'Programs"), I hereby voluntarily waive any claim against the United States or

my employer or it$ directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (I) the Emergency Economic

Stabilization Act of2008 and rejUlations or other guidance or requirements issued thereunder,

including, without limitation, me regulation issued by the Treasury as pUblished In the Federal

Register on October 20,2008. (ii) as applicable to me. the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "LimjtatiQns").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans. arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements). whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the ,

United States holds any eqUity or debt securities of my employer acquired through the Programs

and I hereby consent to all such modifications. I fUrther acknowledge and agree that ifmy

employer notifies me in wrlting that 1 have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt of.uch notice. I further acknOWledge and agree that with respect tQ

fiscal year 2009 (I) the amount of any threshold, target or maximum bonus 1 will be eligibIe to

earn and (11) the perfonnance goals that mllst be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion. consistent with the

requiIcments ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments 1would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregolna on my employment relationship) and Thereby agree that I

will not at any time initiate. or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its dircetors, officers, employees and agents in any

local, state or federal agency. court or other body.

In witness whereof, I execute thIs waiver on my own behalf, thereby communicating my

aeceptance and acknOWledgement to the provisions herein.

Respectfully.

Name:

. Title:

Date:

iPL

~/CJtdl.() c- S· €:VA (II.!

c...IUG"F Rift... orP(cE'R - reGJO/IZ/200F
lU211/)!UUll 1U:1U '''AA

(Schedule A-: Senior Executive Officers and Top Group)

To Whom It May Concern:

In consideration for the benefits I will receive as a result of my employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as of October 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subseguent Agreement")

(collectively, the "Programs"), 1 hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits·that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008. (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements. policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. Ifurther acknowledge and agree that ifmy

employer notifies me in writing that.! have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any. threshold, target or maximum bonus I will be eligible to

earn and (li) the performance goals thatmust be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements 'imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employmentrelationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency. court or other body. .

In witness whereof. I ~x~cute this waiver on my own. behalf, thereby communicating my

acceptance and acknowledgement to the proyisions herein.

Respectfully,
.J,~I ~"I ,"VVO ~u .... .L f'nA

IgJ003

[New York #1965417 vII

2
DEC-29-200B 09:12A FROM: 1~/28/2008 10:20 FAX 212 793 7800

4356150847

CITIGROUP

TO: 912128012921 P.l"'2

fqJ 004/0015

(Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result of my employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Suk~eguent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors. officers, employees and agents for any changes to my

compensation or benefits that arc required to comply with (i) the Emergency Economic

Stabilization Act oi2008 8Ild regulations or other guidance or requirements issued thereunder,

including, without limitation. the regulation issued by the Treasury as published in the Federal

Register on October 20,2008. (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

coJUlection therewith (all such changes arc collectively referred to as the "Limitations").

[ acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so·called "golden parachute" agreements), whether or not in

writing, that 1have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shaH repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (ii) the perfonnance go~ls that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims 1may have under the laws ofllie United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

ciaim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, 8Ily such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, Jexecute this waiver on my own behalf, thereby communicating my

acceptance 8Ild acknowledgement to the provisi~ns herein.

Respectfully,
DEC-29-2008 09:12A FROM:

12/29/2008 10:21 FAX 212 793 7800

43561SeB47

CITIGROUP

TO: 912128012921

[Nevi York 11965417 vi}

_~1.~ Name: JAIq~ A. 1'tU~

Title: -wt~~ 'I~"~ Date: r1.11.t'8

2
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as of October 26, 2008 and the

Securities Purchase Agreement dated as of December 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that 1have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (ii) the perfonnance goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
[New Yo,k #1965"417 vl1

o

2

Name: rANe 1'4..4.1(1\-

Title: ~~ or .ilYLo4T£rc-Y ....,.,,, ""fA

Date: b£c. ol.... ~Cl'O~

J8Sn oesuoUln.....
12/29/2~~8 16:56 5169352365 FREIBERG PAGE El2

[Schedule A - Senior Ex~ve Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I wilJ receive IS a result ofmy employer's participation

in the Uni.ted States Department afthc Treasury's {bcrcaftcr, the "Tzeasuryj Troubled Asset

Rel.iefProgratn, incl\1ding, without limitation, the Treasury's purchases ofpteferrcd stock ofmy

employor pursumt to the Securities Purchase Agreement dated as ofOetober 26, 2008 and the

Securities Purchase .AgreeDJm:rt dated IS ofDecerober 30. 2008 (the "Subsequent Agreement")

(collectively, the "PmgrapUl''), I hereby voluntarily waive any claim against the United States or

my employer or its directors. officers. employees and agen1s for any changes to my

compensation or benefits that arc required to COJl'lpty with (I) the Emergency Economic

StabHh:ation Act of2008 and regulations or other guidance orrequirements issued thereunder,

including. without lirMatiODt the regulation issued by the Treasury as published in the Federal

Register on October 20. 2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attacbt:d Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are oo11ectivcly referred to as the "Limitatiom').

I acknowledge that the Limitations may require modification ofthc employment, compensation,

bonus, incentive, severance and other benefit plans, ammgemeots, policies and agreements

(including, without limitation, any so-called "golden parachute" agm:ments), whether or not in

writing, that I have with my employer orin which I participate as they relate to tbt period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consentto all such modifications. I fUrther acknowledge 8Dd agree that ifmy

employer notifies me in,writing that I have received paymentsin violation ofthe Limitations, I

shall repay the SUl"Satc lDlOunt ofsuch payments to the employer DO later than fit.leen business

days following my receipt ofsuch notice. I fwtber acknowledge and agree that with respect to

:fi~ year 2009 (i) the amount ofany threshold. 1Btgetor nwdmum bonus I will be eligible to

eam and (ii) the perfo~ goals that must be satisfied to earn such bonus, shall continue tQ be

established. and subject to adj~by, mY employerin its discretion. consistent with the

requircmetrts oltho Programs. ",

This waiver includes aU claiDis Imay baVe'\mf;ler the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

cJaim for any compensation or other}*yments I would o~e.rwise m:eive absent the Lin:lltations,

an,y challenge to the process by which the Limi1ations were adopted and any tort or constitutional

claim about the effect ofthe foregoing OD my employment relationship) and I hereby agree that r

will Dot at any time initiate, or cause ot' permit to be initiated on my behalf, any such claim

against the United States, my employer or i~c:tirec1ors,.officers, emplo~ and agents in any

local, state or federal agency, co~ or othcf bo~y.

In witness whereof, I execnto thi~ waiver OD my own behaJ.:t; thereby communicating my

acceptance and acknowledgement to the provisions herein-

.' ,

Steven J. Freiberg
12/29/2008 08:51 FAX 212 816 0394

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

I4J 002/003

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases ofpreferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30,2008 (thb "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are requited to comply with (i) the Emergency Economic

Stabilization Act of 2008 and regulations or other guidance or req~irements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (li) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations"). I

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States bolds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to aU such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofSUCh, notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maximum bonus I will be eligible to

eam and (ii) the performance goals that must be satisfied to eamsuch bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the processby which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or pennit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
12129/2008 08:52 FAl 212 816 0394

(New YorkN'96S417 vI)

2

Name:

Title:

Date:

PIIV4.-. S. 6~~,

/flo,)

IJ. -Zll -09

---

III 003/003
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26. 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

(collectively, the "programs'j, I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20.2008, (ii) as applicable to me. the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection there\o\ith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that J have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer acquired through the Programs

and I hereby consent to all such modifications. Ifurther acknowledge and agree that if my

employer notifies me in writing that I have received payments in violation ofthe Limitations, 1

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to eam such bonus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims rmay have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect of the foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby cODUnWlicating my

acceptance and acknowledgement to the provisions herein.

Respectfully.
[New York _1%5411, I]

2

I\,-A.-r·of
29-/2-08;23:05

ATnJ-; pQMe,.\o.. C· ~5tt

bRQ~" 6.·hb::1-\:... r~

[Schedule A - Senior Executive Officers and Top Group]

To Whom it May Concern:

In consideration for the benefits r will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation. the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as of October 26. 2008 and the

Securities Purchase Agreement dated as of December 30, 2008 (the "SYQscguent Agreement")

(collectively, the "Programs"), r hereby voluntarily waive any claim against the United States or

my employer or its directors. officers, employees and agents for any changes to my

compensation or benefits that arc required to comply with (i) the Emergency Economic

Stabilization Act 0(2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasul')' as published in the Federal

Register on October 20.2008. (ii) as applicable to me. the provisions oftile Subsequent

Agreement and (III) the anachod Cltlgroup Inc. Executive Compensation Policy adopted in

connection therewIth (all such changes are collectively referred to as the "Limitations").

r acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus. incentive. severance and other benefit plans. arranlements. policies and agreements

(including, without limitation, any so-called "golden parachute" agreements). whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer ae.quired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that if my

employer notifies me in writing that I have received payments In viola.tlon ofthe Limitations. I

shall repay the aggregate amount ofsuc:h payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and llgree that with respect to

fiscal year 2009 (1) the amount o( any threshold, target or maximum bonus I will be eliiible to

earn and (ii) the performance goals that must be satisfied to earn such bonus. shall continue to be

established. and subject to adjustment by. my cmployer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims r may have under the laws oCthc United States or any

state related to the requirements impo&ed by the Limitations (including without limitation. any

elaim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that 1

will not at any time initiate, or cause or permit to be Initiated on my behalf. any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, slate Or federol agency. court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my .

acceptance and acknOWledgement to the provisions herein,

Respectfully,

# !I
A.!~ 29-12-08;23:14

[No'" Y~rk H1965417 vI]

-2~ Title: C"E~ 0/ C!7C;.i::d

Date: ope. .:>-/ ~t::1ofP

2

# 2/
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

ReliefProgram, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subseqyent Aareemeot")

(collectively, the "Pro~"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (li) as applicable to me, the provisions ofthe Subsequent

Agreement and (ill) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Ljmitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation.

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any 9()o(:8}led "goldeD parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received paymems in violation oftbe Limitations, I

shall repay the aggregate amount ofsuch paymentsto the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn such bonus, sball continue to be

established, and subject to adjustment by, my employer in its discretioD, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation. any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer orits <lirectors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
lNew VOlt *,96j417 viI

2

.. , ....
ISIJUUl/UUZ

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for benefits I will re<:eive as a result ofmy employer's participation

in the United States Department oftbe Treasury's(hereafter, the Wfreasuryj Troubled Asset

ReliefProgram, including, without limitation, the Treasury's pUIChases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement daUid as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30. 2008 (the "Subsequent AJreement")

(collectively, the "Program3j. I heleby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changesto my

compensation or benefits that are requinxl to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20. 2008, (il) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compeosation Policy adopted in

connection therewith (all such changes are collcetively refcrml to as the "Limitationsj.

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, ammgemmts, policies and agreements

(including, without limitation, 8QY so-called "golden parachute" agreements), whether or not in

writing. that I have with my employer or in which I participete asthey relate to the period the

United States holds any equity or debtsecurities ofmy employer acquired through the Programs

and I hereby consent to aU Such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount of~hpayments the. ~ployer DO later than fifteen busineSs

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the· amount ofany threshold,'target ormaximum bonus I will be eligible to

eam and (ii) the performanc:e goals that must be satisfied to earn such bonus, shall continue to be

estab~and subject to adj~by, my employer illits discretion, consistent with the

requirements ofthe Programs. . . .. .. .

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitatio~ any

claim for any compensation or other payments I would othetwise rCc:eive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing On my employment relatioDsbip) and I hereby agree that I

will not at any time initiate. or eause Or permit to be initiated on my behalf. any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state orfederal agency. court or other body:;.. . .. • _ • j_ t

In witness whereof, I exeCute this waiver on my own behalf; thereby communicating my

acceptance and acknowledgement to the provi~~ herein.

Respectfully,

• ,'_ . : ~' I' '.J.
{New YIlR .1965417 YI]

{'. , ----_.._.... ....... ---.. -.... , ..........- "." .. '

.. i'

2

"¥I VVL/ UV4
[Schedule A - Senior &ecutive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefrts I will receive as a result ofmy employer's participation in the

United States Department ofthe Treasury's (hereafter, the ''Treasury'') Troubled Asset ReHef Program,

including, without limitation, the Treasury's purchases of preferred stock army employer pursuar¢ to the

Securities Purchase Agreement dated as ofOetober 26, 2008 and the Securities Purchase Agreement

dated as ofDecember 30,2008 (the "SubsccmmtA~)(collectively, the "Programs''), I hereby

voluntarily waive any claim against the United States or my employer or its directOrs, officers, employees

and agents for any changes to my compensation or benefits that are required to comply with (0 the

Emergency Economio Stabilization Act 0(2008 and regulations or other guidance or requirements issued

theretmder, including, without limitation, the regulation issued by the Treasury as published in tho Federal

Register on October 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequent Agreement and

(iii) the attached Citigroup Inc. ~coutive Compensation PoHey adopted in connection therewith (all such

changes are colleotively referred to as the "Umltatious").

I acknowledge that the Limitations may require modification ofthe employment, compensation, bonus,

incentive, severance and other benefit plans, arrangements, policies and agreements (including, without

limitation, any so-called "golden parachuw" agreements), whether or not in writing, that I have with my

employer Or in which I participate as they relaw to tho period the United States holds any equity or debt

securities ofmy employer acquired through the Programs and I hereby consont to all such modifioations,

[ further acknowledge and agree that Ifmy employer notifies me in writing that I tuwe received payments

in violation ofth¢ Limitations, I shaU repay the aggregate amount of 9Ueb payments to the employer no

later than fifteen business days foJIowioi my receipt ofsuch notice. I t\l.rther acJcnowlcdge and agree that

with respect to fiscal yea.r 2009 (1) the amount of any threshold; target or maximum bonus I will be

eligible to earn and (Ii) the performance goals that must be satisfied to earn such bonus, shall continue to

be established, and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have tmdor the laws ofthe United States or any state related

to the requirements imposed by the Limitations (including without limitation, any claim for any

compensation or other payments I would otherwise receive absent the Limitations, any challenge to the

process by which the Limitations were adopted, and any tort or constitutional claim aboLlt the effect ofthe

foregoing on my employment relationship) and I hereby agree that I will not at any time initiate, or cause

Or permit to be initiated on my behalf, any such claim against the United States, my employer or Its

directors, officers, employees and agents in any local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance IUld acknowledgement to the provisions herein,

Respectfully,

Name: Bonnie Howard

Title: ChicfAuditor

Date: December 30, 2008

I II 'J 7(;1\0 'OIl 1\1: II 01\1\7 'Jail 'fie
12/36/20B8 12:40 970-879-1El05 THE UPS STORE PAGE 82

[Schedule A - Senior Executive Officers and Top GroupJ

To Whom [t May Concem:

In considerati.on for the benefits I·will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "TreasurY') Troubled Asset

Relief Program, including, without limitation, the Treasmy's purchases ofpreferred stock ofmy

employer pursuant to the Securities Pu!cl1ase Agreement dated as ofOctober 26~ 2008 and the

Securities Purchase·Agreement dated as ofDecembcr 30, 2008 (the "Subsequent Agreement")

(collecti\"Cly, the "1'rQgrams"),r hereby voluntarily waive any claim against the United States or

my employer or its directors, offiocts, employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance orrequirements issued ~under.

including, wi1bout limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) 88 applicable to me, the provisions ofthe Subsequent

Agreement and (Hi) the attached Citigroup Inc. Executive Compensation Policy adopte'd in

connection therewith (all such chanp are collectively refetre:d to as the ~o:gs").

I acknowledge that the Limitations may require modification oftile employment, compensation,

bonus, incentive, severance and other benefit pbms, ar.rangements, policies and agreements

(including, without limitation, any so-called "golden parachuten agreements), wb~er or not in

writing, that I have with my employer orin which I puticipate asthey relate to the peribd the

United States holds any equity or debt securities ofmy employer acquired throueh the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received paymcms in violation ofthe Limitations, I

shall repay the aggregate amoUDt ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofauy threshold, target or nwdmum bonus I will be eligible to

earn and (ii) the performance goals,that must be satisfied to earn such bonus, sbaH continue to be

estahlish~ and subject to by, myemployeri;n i~ discretion, consisteJlt with the

requitements ofthe Programs.

This waiver j~ludes all claims I may have under the laws ofthe United States or any

state [elated to the requimnents imposed by the Limitations (including without limitation, any

claim for any compensationor other paymmts lWowd otherwise r.eceive absent tbe Limitations,

any challenge to the process by which the Limitations were adopted and any tort Of constitutional

claim about the dIed ofthe fo~ing on my employment relationship) and 1hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, r:py employer or i~ .~,offi~, employees and agents in any

local, state orfederal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby cOl1Ull1unicating my

acceptance and ackoowJcdgcment to 1he provisions,herein.

.... '..
12/3B/2BBS 12:4e 97e-B79-1ees

2

THE UPS STCRE

Name: f'/!!flliJ .. Title: AIftPlMJ4,(1,I/IA

Date: j7.;;~ LJf/Vfr[

PAGE El4

111I_ V....ldl'Qf;~17 "II
-- ..... _ ...- --- ---

[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter. the "Treasury") Troubled Asset

Relief Program, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30,2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers. employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of 2008 and regulations or other guidance or requirements issued thereunder,

including. without limitation. the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008. (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that, the Limitations may require modification ofthe employment, compensation.

bonus, incentive. severance and other benefit plans, arrangements, policies and agreements

(including, without limitation. any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch paymentsto the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold. target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn such bonus. shall continue to be

established, and subject to adjuStment by,'my employer in its discretion, consistent with the

requirements ofthe Programs. .

This waiver includes aU claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limiiations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate. or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its dire~tors, ~tficers, employees and agents in any

local, state or federal agency, court or other b~~y.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the pro~isions heayin.

Respectfully,
[New York 111965417 vi)

2

Name: 1....6<1'1; 73. r<;f.i £..-

Title: V\4-- ~)-_~

Date: (1-' L4 _IIf('
FAX sent by : 793Z626 CAl I1Gt 12-29-88 16:32 Pg: 2/3

To Whom It May Concern:

, ,·In consideration for'the benefits I will receive as a rcsuh ofmy eu1ployer's, paziici,Pation., '

in the United Stines Department ofthe Treasu.ry's (hereafter, the '"Treasury") Troubled AsSet '

, R.elief,Progiam. including. without'limitation, the Trcasuty's purchases ofpreferred stock ofmy

employer pursuant'to thc Securities Purchase Agrecinent dated as ofOctober 26, 2008 and the

Secwities Purchase A~tdated as ofDe«mber 30.2008 (the: "Subsequent Agreement'') ,

(coJ1ectively,lbe "Prozngns'')7'I'hereby voluntarily waive any claim .agaJ~ the United States Or

my employer orits directors, officers, employees and a~ts for any changes to my

compensation or benefitstbat are required to comply with (i) the Emergency Eco:nOmic

Stabilization Ae<t 012008 anq re~Ol1S or other guidance or requirements issUed theteunder"

including, wi.thQui litnitation. the regulation issued by the Treasury as published in'the Federal'

Register on 0et0bcr20,ms, (ii) as applicable to me, the provisions oftbc Subsequent

Agreemen~ and (iii)thc'attaehect Citigroup Inc. ~ve CompensationPolicy adopted in '

connection therewith (all S\JCh changes are collcctivdy referred to as the "Limitations"). ' . .

I ackno~edgc tb8tthe Limi~ may require modification ofthe emplo-ymcnt"co~oQ, ,.' ",'

bonus, in¢cntivc, s~ce and other bcmofitplans, arrangements.l'Olieies and·agi'eeDients' ", , "

(including, without limitatiou.·any so-Called "gol~ parachute" agreemaits),.wbethei or not m' • writing, thatI have withmy ~loyer or in which I participate as they reltttc to the period the· ,

U~cd States 'holds any equity or debt securiti~ ofmy employer acquired through the ':Pro~s

and I hereby consent to all,sucl1 modifications. I fwtber acknowledge and agree that ifmy

employer D~tifies me in writing'that I have received payments in violation oftho Limitations, I

'shall repay the aggregate aino~t ofsuchpaymenu'io the employer no later thaD fifieeit bUSiness·

days following my rc:ccipt ofsuCh nOtice. I furth$' acknowledge ~.agree that with' to" " .

fiscal year 2009 (i) the amount ofany.tbresbold,.Wget ot maximum·bonUs I will be eli~'ble teL,,: '

eam and (n) the petforniance goals that must be Badsfied to earn such bonus. shaU contimic: to-be . established" and subj~ toacljusurient by, my employ~ in·its discretion. consistent with·the

requirements ofthe.Programs.

This waiver includes all claimsI may have under die laws ofthe United States or any

st3unelatcd to thc-rcqWements qn~ ~Y. the Limitations(including·without limitation, any "

claim for any.compensation oi otherpayincnts would otherwise receiVe! absent the 'LimitatidDS,' ,

any eba11enge to the ptocessb'Y which the Liinit3tiODs'were'ridoptodand any tort orconstitud'Oiial ,,'

claim about thO effeCt Qfthe,foregoirii'on'my eiUPioymdnl relationsmp) and I, h«eby agree that'!

will not at any time ini~c; or or permit to be ixdtiated on my bebaI~ any suohclaim

against the United ~wes, ~y employer or its diI'eetors, o~cers, employees and aients in any , local, state or fedoral, a8~ncy, court or other body': '

In witness Whereof, I e~ this W8iv~ on my own' bebaif, thereby conunuDie.ating my

acceptalice and acknowledg~i'0)be pro":isions,berein. • I . "', 1 ,

I •• ','

"

..".: :
Fax sent b!;I 7932626 CAl /'IGt 12-29-88 16:32 Pg: 3,1'3

.......

" ....

. I

{/'oIeW york ,i96S417 vi]. .2

. .' :" '.' _1 . .,......
12'29/2008 11:15 FAX 212 793 7600 CITJGROUP . iii 0021003

lSchedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits J will receive as a result ofmy employer's participation

in the Unil~ SUtlC5 Department ofthe Trol18ury's (horeafter, th~ "Treasury") Troubled Asset

ReJiefProgTam, including, without limitation, the Treasury'S purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26,2008 and the

SC(;urities Purchase Aareement dated as ofDecember 30, 2008 (the "SubseQUCDt Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim agaio3t the Cnited States or

my employer or its directors, officers. employees and agents for any changt:s lv my

compensation or benefits that are required to comply with (i) the Emergency Economic

StabiJiz.ation Act of 2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Tn:asury as published in the Federal

Register on O\.:lubcr 20,2008, (ii) 0$ appJjcabl~ to me. \he provisions ofthe Subs~.queT1t

Agreement and (iii) the attached Citigroup Inc. Exc<:utive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Umitations.").

1 acknowledge that the Limitations Jttsy require modification ofthe employment, compensation.

bonus, incentive. severance and other benefit plans. arrangements. policies and agreements

(including, without limitation, any so-called "golden parachute" agreemenlll), w1J~ho;r or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equlty or debt securities afmy employer acquired through the Programs

and 1 hereby consent to aU such modifieatiQns. I further acknowledge and agree that ifmy

employer nUliiies me in writing tIult I have received payments in violation ofthe r.imitations. J

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. Jfurthot acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (ii) the perfonT1ance lItoals that must be satisfied to earn such bonus. shall continue to be

established. and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensllliun or vUle!" pllyments I would otherwise receive abgent the T.imitations.

an)' challenge to the process by Which the Limitations were adopted and any ton or constitutional

claim about the effect ofthe foregoini on my employment relationship) and Jhereby agree that r

will not at any time initiate. or cause or permit to be initiated on my behalf. any such claim

against the United States, my employer or its directors. officers. employees and agents in any

local, state or federal agency. court or other body.

In witness whereof. Texecute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

H8~31 NlaO~/~I~8 917El.6l.1>9l.6
DEC-3e-2008 13:55

Rac EXEC. CFFlCE

[Schedule A - Senior Executive Officers and Top Group]

98S 278 6554 P.01/01

To \Vhom It May Concern:

In consideration for the benefits Jwill receive as a result ofmy eIttployer's participation

in the United States Department oftbe Treasury's (hereafter, the ''Treuury'') Troubled Asset

'ReliefProgram, including, without limitation, the Treasury·s purcba!cs ofpreferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30,2008 (the USubseqyeffi J\gttemen1")

(collectively, the "Programti, Ihereby voluntarily waive any claim against the United States or

my employer or its d~tors. officers, employees and agents for lOy changes to my

compensation or benefiu that are required to comply with (1) the Emergency Economic

StabiHzalion Act of2008 and regulations Of other guidance or requirements issued thereunder,

including. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (it) as applicable to me. the provisions otthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all 5uch changes are collectively referred to as the "Limitatipnsi.

I acknowledge that the Limitations may require modification ofthc employment, compensation,

bonus, incentive, severance and other benefit'plans. arrangements. policies and agreements

(including. without limitation, any so-called "golden parachute" agreements). whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States bolds any equity or debt securities ofmy employer acquired through the Programs

and rhereby consent to all such modifications. [turther acknowledge and agree that ifmy

employer notific, me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate 8JJ3ount ofsuch payments to the employer no later than fifteen business

,days following my receipt ofsuch noti". Jfurther acknowledge and a~ that with respect to

fiscal year 2009 (i) the.amount ofany threshold. target or maximum bonus I will be eligible to

earn and (ii) the p¢ormance goals that must be satisfied to earn such bonus, shall conticue to be

established, and subjCC't to adj11S1ment by. my employer in its discretion. consistent with the

requi~rncnts oftbe Programs.

This waiver includes all claims Im,ay havc.under the laws ofthe United States or any

state related to the requirements imposed by the Limitations {including without limitation, any

claim for any compens~ti~lJ or,other payments I would otherwise receive absent the Limitations.

any challenge to the process by, which the Limitations were adopted and any tort or constitutional

claim about the effect oflbe f~goini on myemploymcnt relationship} and I hereby agree that I

will not Ilt any time initiate. or ~use or pennit to be iPitiated on my behalf, any such chum

against the United States, my employer or its ~rectors, officers, employees and agents in any

local. state or federaillgency. court or other body.

In witness whereof, I execute this waiver On my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein. .

. ····~yfl4t/ . '?(fJ- /JOe ... () 8

Hartin Lippert

TDTRL P.01
81/18/1999 B3:53 598-2-1987151 CITIBANK CORP.FINANe PAGE El2

[Schedule A - Senior Executive Officers and op Group]

To Whom It May Concern:

, In, oonsideration for the benefits I will receive as a result of y employer's participation

III ~e Uruted States Department oftile Treasury's (hereafter, the reaswy") Troubled Asset

RchefProgram, including. without limitation, the Treasury's purch ofpreferred stock ofmy

employer pursuant to the Securities Purchasc Agreement dated as 0 October 26 2008 and the

Se:curiti~ Purchase Agreement dated as ofDecember 30, 2008 (th "SubsCQuent Agreemcnf')

(collectively, the "PromOli'" I hereby voluntarily waive any clai against the United States or

my emplo~er or its directors, officers, employees and agents for changes to my

com~~tlon or benefits that are required to comply with (i) the E ergency Economic

Stablhzanon Act of2008 and regulations or other guidance 0'" rcqui mcnts issued theretmder,

including, without limitation. the regulation issued by the Treasury s published in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisio oftho Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Co tion Policy adopted in

connection therewith (all such changes are coll~tively refen-ed to the "Limitations"),

I acknowledge that the Limitati~ may require modification oftbe ployment, compensation,

bonus, incentive, severance and other benefit plans, ammgements, licics and agreements

(including, without limitation, any so-called "golden parachute" a ents), whether or not in

writing, that I have with my employer orin which I participate as th relate to the period the

United States holds any equity or debt securities ofmy employer ae ired through the Programs

and I hereby consent to all such modifications. [further acknowled and agree that ifmy

employer notifies me in writing that I have received payments in vi lation ofthe Limitations, I

shall repay the aggregate amount ofsuch paymenb to the employer 0 later than fifteen business

days following my receipt ofsucb notice. I further acknowledge an agree that with respect to

fiscal year 2009 (i) the amount ofany threshold, target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn au bonus, shall continue to be

established, and subject to adjustment by, my employerin its dis ·on. consistcnt with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws 0 the United States or any

state related to the requirements imposed by the Limitatiol1i (incl g without limitation, any

claim for any compensation or other payments I would otherwise r .ve absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employmentrelati .p) and I hereby agree that I

will not at any time initiate, or cause OT permit to be initiated on my half. any such cl~im

against the United States, my employer or its directors, officers, loyees and agents m any

local, state OT federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance: and acknowledgeD1~t to the provisions herein.

Rospcc~Yt ,.
e1/16/1999 63:53 598-2-1987151 CITlBANK CORP.FINANe PAGE e3

(I'tw YOIUI96SCJ7 vi)

2

/,.aI~~I':[\) Q ~Q.JU~

~-c.(<-

~IO.-~ 2~, 2..D~8
DEC-29-2008 13:08 FROM:CITIFlNANCIAL EXEC 410 332 3319 TO:212 793 7600

[Schedule A - SCIllor Executivc Officers and Top Group]

To Whom It May Concern;

In consideration for the benefits I will receive as a result ofmy employer' patti ipation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Tro bled Asset

RclicfPrognun, including. without limitation, the Treasury's purchases ofprefcrr sto k ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 008 dthe

Securities Purchase Agreement dated as ofDeccmber 30, 2008 (the "Sub nt ent")

(collectively, the "Progran1s''), r hereby voJul1tarily waive any claim against the tates or

my employer or its directors, officers, employees and ageot.q fot any changes to

compensation or benefils that are required to comply with (i) the Emergency Ecol

StublJization Act of 2008 and rcguJations or other guidance or requirements issue

including, without limitatioD. the regulation issued by the Treasury as published i

Register on OCtober 20.2008, (ll) as applicable to me, the provisions ofthe Subs

Agreement lU1d (iii) the attached Citigroup Inc. ExC«ulivc Compensation Policy opte in

eowlcction (herewith (all such changes arc collectively refelTed to as the "Limil.at '

1acknowledge that the Limitations may require modi.fication ofthe employment, om nsation,

bonus, incentive, severance and other benefit plans, arrangements, policies and a cern nts

(including. witbout limitation, any so-called "golden parclchutc" agreements») wh ther T not in

writing, that 1have with my employer or in which 1participate as they relate to th peri d the

United States holds any equity or debt securities ofmy employer acquired thcoug the rograms

and I hereby consent to all such modifications. I further acknowledge and agree ( at i my

employer nolities me ill writing that I have received payments in violation ofthe inti tions, 1

shall repay the aggregate amount ofsuehpaymcots to tho employer no laler than itt business

days following my receipt ofsuch notice. I further acknowledge and agree thllt th r pect to

fiscal year 2009 (i) the amouutof any threshold. target OT maxintum bonus I will e eli 'bIe to

earn and (it) the performance goals that must be satisfied to earn sueh bonus. shal con'nue to be

established. and su.bject to adjustment by, my employer in its discretion, consiste t wi the

requirements ofthe Programs.

This waiver includes all claimll1 I may have under the laws ofthe United Sales r IlllY

state relatcd to the requirements imposed by the Limitations (including without Ii "tat on, any

claim for any compensation or other payments I would otherwise receive absent 1e Li 1ilations,

any challenge to the process by which the Limitations were ndopled and ~y ton r co stitutional

claim about the effect ofthe'forcgoing on my employment relationship) and I her by ee thl\II

will not at any time initiate. or cause or permit to be initiated on my beha.lf. any s ch c aim

against the United States, my employer or its directors, officers, employees and a cnts in any

local) state or 1ederal agency, court OT other body.

In wilness whereof, I execute this waiver On my own behalf. thereby co unl aling my

acceptance and acknowledgement to Ihe provisions herein.

Respeclflllly.
DEC-29-2008 13:08 FRDM:CITIFlNANCIAL EXEC 410 332 3319 TO: 212 793 7600

2

[Nt.... YotUI96S417 vii
12/29/20C8 1Z:34 PAX 111 13 7800 • CIT1CROUP'

,'.. .. \;...... -

.~ ,

iii 002/0 03

llle A - SoniDf Executive Officers and Top Group) .~

In consiclendion or the benefits I will'rec:eive aia a resul~ ofmy employer's participldion

in the United States eDt oflh.e Tl'C8S'\D'Y's (hereafter,1he wrmaury") Troubled Ass~

Rolief Prograat, incl • , without JimitatioD. the TfClUUJ')"1 purchues ofpreferred sted of"my

employer ptJQlW2t to Securities Purchue Agreetricnhlated a. ofOctobcr 26. 2008 and the

Securities Purchase A dated IS ofDecember 30, 2008 (the ·SubsequentAarmnenttt

)

(collectively. the I "). I hcnby voluntarily waive any claim qain.st the United Stales or

my employer or its cti on. officon, cmployea and ageDts for my chanaCS10 my

compensation or bcncfi that arc required to comply with (1) the~~Economjc

Stabilization Act of2oo aDd regulati.OIlI or other guidance or requimnents issued thereunder,

including. withoUllimi no the ~auJadonissued by the Treasury II published ill the Federal

Register OD October 20, 8, (ii) as applicable to m.o, the provisions orthe Subsequent

Agreement and (iii) the bed Citigroup IDe. &eQUtive Compensation Policy adopted in

connection therewith (al such chanscs ere collectively rcfcsrll'd to u the "Limitations").

I acknowledge that the mitations may require moditlmion oftm, employment, compensation.

bonus, iuentive. seve cc and other benefitp1mu, am.ngemeats. policies and a,..eemems

(including, without limi 'on, any so-called "golden p&J'8Chule" asrecmonts). whether or DO~ in

writing. that I have with y employer or in which I participate u they Jd* to tho period the

United States holds any quity or debt securities ofmyem.ployer' acquired through the Programs

and J hereby consent to ' 1such modiflclltioDs. I turthor acJcdowiedge IUld agree that Ifmy

employer notifies me in 'lina that I have received paymeDls in vloJatiOJl oftbc Limitatiom. I

shall repay the aweg . amount ofsuch payments to the employer no later thaD.fifteen business

days folJowing my rece' otsuch notice. 1:tUrtbcr acbowll:dgc and epee that with respect to

fiJca1 year 2009 (i) the aunt of any threshold, target ormaximum bomis I will be elisible to

CU11 and (ii) the pcrfo goals that must be satisfied to earn such bonus. shall con1inue to be

established, and subject adjustment hy~ my employe: in its dllJCn:tion, coulstel1t with the

requirements ofthe Pro

This waiver incl es aU claims I may have \U1der the Jaws ofthe United States or any

state related to the requir ments imposed by the Limita1ions (inctudia1g without limitation, aD)'

claim for any cOD1pCos n or other payments 1 would olhcrwiso receive abscnt tbe Limitations.

any challenge to the pr ss by which the Limita1ions were adopted and any tort or constitutional

claim about tM effect of e foregoing on my employment relationship) and I hereby asree thai I

will not at any time initi , or cause or pennit to be initiated on my behalf, any such claim.

against tbe United States my employer or its-directors, officers, employees and agents in any

local, state or federal y, court or other body.

In witness wh f, I execute waiver on my own bebalf, thereby communicating my

acceptance 8Dd aclcnowl emmt to the provisions herein.

R.cspectfolly,

8lS6-0SY-BSl. WdSO:£ Bonz sz oan
12/29/2008 12:34 FAl 212 93 1800

IN"" ¥o.UI965..J1 ,II

CITIGROUP

2

., .

~003/003
10 ?,jrV/ ~t.O/T

2-J2--t50l ., 2i2-1

[Schedule.A - Senior Executive Officers and Top Group]

12/29/26138 18:28 487465El442 FEDEX OFFICE PAGE 81/El2

To Whom It May Concern:

In consideration for the benefits 1wiH receive as a result ofm.y employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

RelicfProgtam, Including, without limitation, the Treasury's purchas~ ofpreferred stock ofmy

employer pursuant to the Securities Purchase ~entdated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

(collectively, the "erogmms"), I haeby voluntarily waive any claim against the United States or

my employer or Its directors. officers, employees and agents.for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thc:reunder,

including, wilhout limitatio~ the regulation issued by the Treasury as publlshed in the Federal

Register on October 20,2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes ate collectively.referred to as the "Limitations").

J acknowledge that the Limitations may require modification ofthe employJtJc1.1t, compensation.

bonus, incentive, severance and other bene,fit plans, ammgements, policies and agreement'S

(including, without limitation, any so-called "goJden Pafacnute" agreements), whether or not in

writing, that 1have with my employer orin which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I furt:her acknowledge and agree that ifIny

employer notifies me in writing that I have received payments in violation ofthe Limitations, 1

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days fonowi~ my teceipt ofsueh notice.. 1further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount OrallY threshold, target or maxirnum bonus I will be eligible to

eat'D and (ii) the performance goatsthat must be 5atisfied to earn such bonus, shall continue to be

established. and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes allelaims J may have under the laws ofthe United States o.r any

state related to the requii'etnents imposed by the Limitations;(including without limitation, any

claim for any compensation or other payments·! would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I her<:by a,gree that J

wilt not at ally time initiate, or cause or permit to be initiated on my behalf. any such claim

against the United States, my employer or its directors. officers, employees and agenl:3 in any

local, state or federal agency, court or other body.

In witness whereof, 1execute this waivet 0.0 my own behalf, thereby communicating my

acceptance and acknowledgement, to.the provisio~.bercin.

Respectfully,
12/29/2aa8 18:28 FEDEX OFFICE PAGE 62/132

[New York NI96S417 vI)

/Name: MC/G.IY?~~ . - Title: H~ .t:¥ r-/~ UA'

D~: 'i21/~ I, I

2
12/29/2008 16:14 FAI 3053471384 CITIGROUP raJ 002/003

[Schedule A - Senior Executive Officers and Top GroUp]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Deparbnent ofth.e Treasury's (hereafter, the "Treasury") Troubled Asset

ReliefProgram, including, without limitation, the Treasury's purchases of preferred stock of my

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers. employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modificationofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and J hereby consent to all such modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be Satisfied to eam such bonus, shall continue to be

established, and subject to adjuStment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment' relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its di~ors, oftlcers, ~mployees and agents in any

local, state or federal agency, court or other bo~.:r..

it: witness whereof, I execute this Wai.ver on my own behalf, thereby commwticating my

ac ptanee and acknowledgement to the provisions herein.

Respectfully,
12129/2008 16:15 FAX 3053471384

(New Yoric 11965411 vi]

'.

CITIGROUP

N~e:MaJluel

JLLLL

Medina Mora

Title: President and CEO Citi Latin America

Date: 12129/08

2

~003/003
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Conoern:

In consideration for the benefits I will receive as a result ormy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury'') Troubled Asset

Relicf Program. including, without limitation, the Trcaswy's purchases of preferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs'). I hereby vol1D1tarily waive any claim against the United States or

my employer or its directors, officers, employees and agents tor any changes to my

compensation or benefits that arc required to complywith (i) the Emergency Economic

Stabilization Act 0(2008 and regulations or other guidance orrequirements issued thereunder,

inclUding, without l.inUtation, the regulation issued by the Treasury as published in the Federal

Register on October 20. 2008, (ii) as applicable to me, tho provisions ofthe Subsequent

Agreement and (ill) the a~hedCitigroup Inc. Executive Compensation Policy adopted in

connection thCl-ewith (all such changes arc collectiVely refClTed to as the ''Limitations'').

I acknowledge that the Limitations ms.y require modification ofthe employment, compensation,

bonus. incentive, severance and other benefit plans, 8l78Jl&ements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Progran1S

and I hereby consent to all such modifica.tions. I tbrther acknowledge and agree that ifmy

employer Dotifies me in writing that I have received paymentsin violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I:further acknowledge and agree that with.respect to

fiscal year 2009 (i) the amount of any threshold, target or maxirnmn bonus I will be eligible to

earn and (ii) the perfoIIIUmce goals that must be satisfied to earn such bonus, shall continue to be

established, and subject to adjUS1melU by, my employerin its discretion, consisteDt with the

requirements oftho Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing OD my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States, my employer or its direcrors. officers. employees and agents in any

local, state or federal agency. court or other body.

In witness Whereof, I execute this waiver on my own behalf, thereby commtmicating my

acceptance and acknowledgement to the p1"Qvisions heroin.
12/29/2Bee B8:15 2129Ei99575 WILJ..,tAM Mru..:s ,__•. PAGE '31 --_.. _.-._--_.....

~~rl-?4 at: ,... TltJ.: L.J (1..... , A-IY\ ..J I\tI. i L..L. S

Dlb:: CE:o, ~Er'V\ A

C/TI

PE-t::. .L..... '1..0Q l? I
To Whom It Ma~' Conc~rn:

lu conlllderitCitlo for the benefhll I will receh'c :tS a result of 111~' cmrl()~,t'r'l' purlici/J:llion in (hl: \. llitctl

St~lt\'S Dcpnrtnlent of the 'TI'ClJSUry's (bcn'arWI', Ihe "Trc.:lsu!1"''') Tl'oubled Asset ltdl,·r P"Ul!I':lIII , illl'lULlin~,

without limitation, lhe 1'rc8!iur')"s purchases Qf IJreferred '1lnek of m~' clllphIY~" pun..lI;lni III IIH' ,~n'lll ilic~

Purchase A~rC(:Illl.'1I1 tlutetl a$. of October 16, 2008 aud til(' Se\'uritil'~ Pun'hll~'~ A~I'Ccmelll dllh~,[ :I~ HI' Ilt'I'.'lIIhl'"

30, 20(18 (tin: "S!lhscqu('nt AgnlC,'uumt") (clllJe('lhr'cl~", thi: "I'I'Ot!I'UlIls'',l. I t1t'Tdl~ \'lIhllllllril~ wah l' :111\ dainl

a~:1inst lh\' l'nittd ShUtS or m)' cmplo,'cr or its dirc\:.wrs, /jflk"I'~, t~lIJpl()~ ...~s ami :ACt'lIt1oo 1'01' l\lI\ ,lwll::n I', ,m

l~nlllllt~IlS;llion ur beudits tlml art' I'clluircd hI eOlnllly with til Iht: I-:nH'r~cn('~ h:rJlhllllk StalJili',;l\iltll ,\l'( ,,: ~jIOJj

lind rcgullltilln.~ or other guidllllce or requircnwnts issu~d tlll,'t'culltkr. illduding, wilhml\ limiHilillll. If... "'~:I";lI"'11

i.l>sUt'd by tb~ Treasu~' as puhli.'lhed hi tke Fccl~11I1 R~il'll:r on O~'1obcl' 2\), 20fUl, {iiI ~I~ :'III\lk:ahh' I" 11"" th,

pro\'isions uf tht Subsequeut Agreement lUU! (iii) Ihe ltttac:hcd Citi~rl)uJl 1m:, l':-~ccutl\'C Ctmlp"n~;llil'lI h,I".~,1

<Idopted iUCUIUl«lioli therewith (1t1l5ucb rblan~es are colledhd~' n:fl.'rn·d Itl ll.lltnc "Limltutiowo"l,

I acknowledge tbat the Limitations ma)' rcquh't' modification of the t'U1ploymut. cOnlllcnl'lltill!l. hOllll". illl·"llliw.

st'\,crunc:c and otber' benellt IJ!anl!l. urrangemenls, ,)oli("I1:$ ;Illd lIgreenwnls (including. without Iilllh~llill", ;11l~ ~".

clilled "guhl(!11 panlcbutc" IlgTeenleni~), whetlu.'r or not in writ1ll". Ihnt I h::ln with m~' emrlll"'l'r f'l' in II hil-Il I

p_lrliciplite Ull th~)' rdatl: 10 the period tbe llulted State!l hulds i1n~' ~'(Jui1\ tll" debt s...·(llritic~ Ill' Ill', t'IIII'ItI,\t'I'

aC(luired through the l'roj?;ram!l and I hereby CQUSCul to all ~l.lcl1 llludHiclitillns, I rlll'lh~'r llcl\lHl\llcII;.:., lIllll a:.:rc~·

that if m~ cml'll)~cr notir....., me ill wliting thaI thaw recei\ l.'d p~lym~nts in ,'iulation nf !Ih~ Iilllilllli'1l1', t ',hall

n'pu:, lh... aggrelllllc muoun! of su... h rmymcnls It' Ihe "1lI1111l~ cr IIIl lllll'" Ih:II'1 I1l'u":11 bu\ith'SS '1.1," 1',.11 ..,\ Ill:': '"'

n,'ccipt lIf.~uch lIutie\'. I further m~knowlcdge and Ilgn'C lhal wilh I'l'Spl'l.'t til Iist'al ~t:"I' WU'1 rlllhl' ;1111"11111 ,,' ;111\

Ihl'cshold. lar~ct or IIIMdm1l11l bonus I will be di~itllC' II) c:.rn ;\nli (jillhc !ll'rflll'lllant'l' !!o:d, lllat 1I11l'l i,,' """fll'lI

10 t~arll such honus. shall continu(' to be tstllblisbcd./lud !luhjltelttl :IIljuslmcnl h~, 111) "'11lplf'f~"'l' ill iI' .I''>''dl''",

consistent with lhe rcquirements of the Progrulns.

This wlliv~r includes all claims [ nm)' b:n:e under tlle 11lw~ I.If Ihe l,lIilC!J Slaies "I" an) lool:th: rdat,'d III lht'

requiremellt'! huposed b~' the LJmitlltions (inclUding without limitali(lIh .lny' dllim fur lilly compcnS:lltnn HI" nther

p:l)'m\'llts I would otherwise receive absent the Limlt~lljons, an~ challellge 10 tlw rmlces:; by' which lilt' Limilatiuns

were adopted ami any' tort or constitutional claim about tit... crfl'ci of II", lorc2oi1l~ UII 01) cmph)~'rn\'111 rd:Jtj,,"~hilli

and 1 hcr'cb)' agree thllt I will IHit al an}' time illiti:lU:. ur ClIl1H' or penni! to bt, illitinted 1>11 Illy bdmll'. ;1111 ,ltdl

dllim a\i.ainsl tilt' (fnited States, my emllloyer tIl" its tlircttlH'''. nl'firC'rs. crnfllll)l'l:~ and a/.!~III.. ill all~ 11"':11. ,1;110' or

!'l',fl'ral agl'n(,'~, COU1'! or (JlIll~r h(lu~.

III willltss whereof•• CUCtltc this waiver on Ill) (1\\" twh:dr. lhl'r('by ~'nmmIlJllc:ltill~ 1111 :lrl'l'I,I;nil L' lillli

;Idi.llowINI~l'Ol(,lltt~1 tbe IJro"i.~iolls herdn.

~:tmc:il;'1'11m I':lmli'

Titk: trO

Dali:: :!ll Ill'r os
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer' 5 participation

in the United States Department of the Treasury's (hereafter, the "Treasury") Troubled Asset

ReliefProgram, including, without limitation, the Treasury's purchases of prefeITed stock of my

employer pursuant to the Securities Purchase Agreement dated as of October 26, 2008 and the

Securities Purchase Agreement dated as ofDccember 30, 2008 (the ''Subseqpent Agreement")

(collectively, the ''Programs''), I he~by voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that aRl required to comply with (i) the Emergency Economic

Stabilization Act of 2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treuury as published in the Federal

Register on October 20, 2008, (ii) as applicable to me. the provisions of the Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively rcfc.aed to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus. incentive, severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" ~ments), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer acquired through the Programs

and I hereby consent to all such modifications. I further acIcnowledge and agree that if my

employer notifies me in writing that I have received payments in violation ofthe Limitations, I

shaU repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect tQ

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to

cam and (ii) the performance goals that must be satisfied to cam such bonus, shall continue to be

established, and subject to adjustment by, my employerin its discretion, consistent with the

requirements of the Programs.

This waiver includes all claims I may have under the laws of the United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect of the foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States. my employer or its directors. officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknOWledgement to the provisions herein.

Respectfully,
[New York '1965417 vI)

2

Title: t.ePI't~-ti"t .Oi~c~r I ct~ I {Jrual<At f em

Date: t:Ji'tcKo Cit\ l-foldirt9'S ~.

9DEC 2011
-5l704763007 J.~f'O/"'UUO

MOUNTAINHAUS ,~.~~ ~,wJ~••OQ(~~

08:55:23 a.m. ,..~'U:.H,,",J.U" c..~lruolj' ..

12·29·2008

r/oO\X. tJ~

2/3

(Schedule A- Senior Executive Officers and Top Group]

To WllOI11 ft May Concern:

In consideration for the benefits I wiJI receive all a J'CS\llt ofmy employer's participation

in the United States Department ofthe Treuury'. (hereafter, tho "Treasury") Troubled Asset

ReliefProgram, includJns, without limitation, tho Treasury's purchasel of prcfemx1 !ltock ofmy

employer plll'lUant to the Securities Purchase Agrccmem dated asofOcwber 26,2008 and the

Securitica Purc;hase Agreement dated 81 otDcccmbcr 30, 2008 (the "Subsequent Agreement")

(oollectively, the "Promms"), l hereby voluntatilywal\'e any claim aJllinst the United States or

my ~Ioycr or'Its directors, officers, employees and aaentl for any thuges to my

compensation or benefits thllt arc required to cOInply with (i),the E.ncrsency Economic

StabHiution Aot of20ctS and regulations or other guidance or ret!uirements issued therellnder,

iJ1cludin& without limitation, 1&0 regulation issued by the Troasury .. published in the Federal

Register on OCtober 20. 2008, (li) II applic:able to JnCi 111e provitionll ofthe Subsequent

. Agreemeht ana (iIi) the at.t1lC~ Cilfgroup Inc: BxiiC~Uve C~mpensatiQn. Policy adopted in

connection therewith (aU lucb chanps are collectively rd'errcd fO as the "Limitations").

I acknowledge.that tnc Limitations may rcqu1r~ modification'ortha, employment, compensation,

bon~ls, incenlive, levoranee and other benofit plans, aminaenumts, policies and agrecm=1ts

(inclUding. without limitation, any lO-eaJled "golden pa~bule" agreements), whether or not in

writing, tbat 1have with my employer or·in which 1participate as thoy relate to the period t)'le,

United Stales hl?lds My oqu~tyor debt fOOUritiea ofmy employer,acquired through tho Programs

&md I bercby,con8'Cnt to all 'such mOdifications. ) tbrthc:r aelcnowiedge and aaree that ifmy

employer notifies me in writina that 1havlf,teecivcd paytnentl in violation ofth~ Limitations, 1

shall repay the·aggregate amount ofsuch payments to the cmplo~ no· later than fifteen bllsiness

days following my rc:ccipt ofsuch n.oticc. l tbrther aelCnow1edgc and aaree that with respect to

fiscal yoar 2009 (f) the amount oflUlY threshold, targot or maximum bonus Jwll1 be eliglole to

com and (ii) the portonnance goaluhat mUlt be satisfied to cam such bonus, shall continue to be

established. and subject to adjus~ent by. my employer tn its discretion. consistent with the

requirements orthe Programs.'" ",.,,'

. ,';:

This waiver ineludes all CI1!lUms linay have under tho,laws ofttle'United· States Or any

state related to the requirements Imposed by the Limhatic;rns (including without limitlltio'TI. any

claim for any compensatjon or other payments I would Qtnerwilc receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect oftho foregoing on my emploYlnCnt rc~atiQn.hip) and 1hereby agree that T

wi 11 not at My time initiate, or caus~ or.pennit to be initiated on my behalf, any such claim

agAinst the United States, my employer or its directors, officers, employees and 118CQts in any

local, state or fcderall1gency, ~ourt or olherbody." '

In w'itnds whercof, I execute this waiver 00 my own'bohal!, thereby communicating my

acceptance and !1Cknowlcdsemcnt to the provisions h~cln.
9704763007 _. .I..' 401 LV"'-J'oJ

MOUNTAINHAUS ................................. ..J.,J

08:55:44 a.m. 12·29·2008 313

2
12/28/2008 18:50 FAX 212 183 6912 CITIBANK V, R, RHODES rtJ 002/003

[Schedule A- Senior Executive Officers and Top Group]

To Whom It May Coneem:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Dcpartment ofthe Treasury's (hereaftor. the ''Treasury'') Troubled Asset

ReliefProgram, including, without limitation, the Treasury's purchases of preferred stock afmy

employer pursuant to the Securities Pun:hasc Agreement dated as ofOctober 26,2008 and the

Securities P\4IChase Agreement dated as ofDecember 30, 2008 (the "Subsequent Agreement")

(collectively, the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers, employees and agents for any changes to my

compensation or benefits that arc req~ to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as applicable to mc. the provisions ofthe SUbsequent

Agreement and (iii) the attu:hedCitigroup Inc. Executive Compensation Policy adopted in

connection ther~th (8l1 such changes are collectively referred to as the uLimitati9PS'').

I acknowledge that the Limitations may require modification ofthe employmenl., compensation.

bonus, incentive. severance and other benefit plans. arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which 1participate as they relatc to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. I further acknowledge and agI'Ce that ifmy

employer notifies me in writing that lhave received payments in violation ofthe Limitations. I

shall repay the aggregate amount ofsuch payments to the employer nQ later than fifteen business

days following my receiptofsuch notice. ! furtlicr"acknowledge and agree that with respect to

fiscal year 2009 (0 the amount ofany threshold, target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn such bonus, shall continue to be

established. and SUbject to adjustment by, my employcrin its discretion, consistc:nt with the

requimnents ofthe Programs.

This waiver includes ap claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the LimitatiOns (including without limitation, any

claim for any compensation or olh~ payments Iwc:iuld otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were' adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or permit to be initiated on my behalf, any such claim

against the United States. my employer or its directors, officers, employees and agents in any

local, state or federal agency, com1 or other body.

In witness whereo( I execute this waiver,OD my, o.vm behalf, thereby communicating my

acceptance and acknowledgement to the pro'isiOJ;lS,hereiJL . • I

RCSP~.,

/ '.' /~?---;:~ . (/,--
12/29/2008 18:50 F~X 212 793 5872 CITIBANK 'II. R. RHODES 003/003

[New York '1965417 vI]

....

2
1~/29/2008 15:28 f~X 121279~005S t.:.LI.L~HUUI' 002/003

[Schedule A - Se.oior Executive Officers and Top Group]

To Whom It May Com:em:

In consideration for the benefits I will RlCClivc as a result ormy employer's participation

in the United States Department ofthe Treasury's (beleafter. the "Treasury") Troubled Asset

Relief Program, includ1ng, without limitation, the TlC88U1')" S purchases ofpIefcrred stock ofmy

employer pmsuant to the Sccuritios Purchase Aereement dated as ofOctober 26. 2008 and the

Securities Purelwo A;reement dated as ofDecember 30. 2008 (tho "Sub§cgucnt Agreemcnf')

(collectively; the "ProPIIDt"), I hereby volUIltmily waive any claim apinst the United States or

my employer orits directors, officers, employees aIld agents for any ehaDges to my

compensation or benefits that arc rcquiRld to comply with (i) the P.mergoncy Economic

Stabilization Act of2oo8 and rtislJJations or other guidaDce or requirements issued thOl'ounder,

mcludins. without l1mitation" the resuJation iasucd by the Trcesury as pubUshed in the Federal

Rsiister on October 20, 2008, (U) as applicable to me, tho provfsicms ofthe Subsequent

Agreement and (ill) the attached Cit1&rOup [nCo Executive Compensation poney adopted in

coDDCCtion thcrrcwith (all such changes 1m: collectively referred to as the "Limi1ations'~.

I acbowledee that the Limitations may require modification ofthe employment, coJnpcnsation,

bonus, incentive, severance and other benefit plllDB, lUIaDiCD1enta. policies and agreements

(moludma, without 1imitatio~ any so-called "golden parachute" aareements), whether or not in

writing, that I have with my employer orin which I participate as they relate to the period the

United Stales hol~ any equity or debt securities ofmy omployClf agquired throUjh the Programs

and I hereby consent to all such modifications. I furthor acknowledge and agree that ifmy

employer notifies me in writing that I have received paymentsin violation ofthe Limitations, I

shall repay the aggregate amoUllt ofsucl1 paymemsto the employer GO later than fiftcw business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold. target or maximum bOl1US I will be eligible to

earn. and (ll) the perform~ eoals.tbat must be satisfied to earn such bonus. shall continue to be

establimed, and subject to acljustmcnt by, my c:mp1o)'Cl: in its discretion, coDBistent with the

requiremeitts o~ Programs.. ....... .' ..;, .',. "', " " .

This waiver inchJdes all claims I may have under the laws ofthe United States or any

state related to the requirements Imposed by the Li.mitatiODS (including without limitation, any

claim for any compensation or other paymcmtslwould otherwise receive absent the Limitations,

any challenge to the process by which the Limitations wcro adopted and any tort or constitutional

olaim about tho cffcct.ofthe foregoing on my cmploymont relationship) and I hereby agree that I

will not at any time initiate, or Cause or permit to be initiated on my behalf, any such claim

against the United States, my employer orits directors, officers, employees lIDd agents in any

local. state or federal agency, court or other body.

In witness wha:reof, I execute this waiver on my own behalf, thereby communicating my

arxl acknowledaement to the plOvisioDS horcin.

R.cspcctful1y,
1~/~~/2008 1~;28 FAX 12127830058

[N;w Yort'196S417 vI]

CITIIlROUP

-- Name: Rob~rt: ~. ~Jh,i,

Title:}jr,cd:Of' Il.~d .5C.1110t' COIl..",ro:.l"r

Date: ~t'~Jtt\hCf I"i, J.o111

2

003/003
Dec 30 08 01 :08p

[Schedule A - Senior Executive Officers and Top Group]

To Whom h May COnc;em:

p.2

In consideration for the benefrts I will receive as 8 result ofmy employer's participation

in the United States Department of1he Treasury's (hcreatl:er~ the "Tn:asmy'') Troubled Asset

Re)iefProgram, including, without limitation, the Treasury's purchases ofprefer.red stock ofmy

employer pursuant to the Securities Purchase A.grceD:leDt dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated. as ofPecembcr 30,2008 (the "Subseqpent Agreement") .

(collectively. the "Progrmp;('), I hereby voluntarily waive any claim against the UnitEd States or

my employer orits directors, officers, employees and agents for aD'/ changes to my

compensation or benefits 1hat are reqoiIed to comply with (i) the Emergency Economic

Stabmmtion Act of200& aDd regulations or other guidance or requirements issued thereunder,

including, without ~oD, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequeut

Agreement and flii) the attadJed Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (til such changes are collectively refened to as the "Limitatioos'').

I acknowledge that the Limitations may require modification oftile employment, compeusaboD,

bonus. incentive, SCVCaqlCC aDd other benefit plans, ammgements, policies and agreelJ1ents

(including. without limitation, any so-called "golden parachute" agreements), whether or not in

writing. that I have with my employer orin which I participate as they relate to the period the

United States holds any equity or debtsecurities ofmy employer acquired through the Programs

and I hereby consent to all sudl modifications. I further acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation afthe Limitations, I

shall repay the aggregate amount ofsuch paymentsto the cmplo}'ef DO later than fifteen business

days followiDg my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofIIIlY threshold, target or maximum bonus I will be eligible toearn and fli) the perfonnancc goals that must be satisfied to eamsuch bemus, shall continue to be

established, and subject to adjustment by, my employer in its discretion, consistentwi1h the

requi.rem.ents ofthe Programs.. .

This waiver includes all claimsI may have the laws ofthe UJrlted States or any

state related to the requirementsimposed by the Limitations (including without limitation, any

claim for any com~on or other payments I would otherwise receive absent the Limitations,

any challenge to the process bywhich the Limitations were adopted and any tort or constitlItional

claim about the effect ofthe foregoing on my employmentrelationship) and I hereby agree that I

will DOt at any time initiate, or cause or permit to be initiated on my behalf: any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local,state or federal agency, court or other body.

In witness whereof, I execute this waiver onmy own behalf, thereby communicating my

acceptance BDd acknowledgementto the provision1: herein.

Respactfu.lly,
Dec 30 08 01 :08p

[New yadtfl96StJ1.I]

2

p.3
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits 1will receive as a result of my employer's participation in the United

States Department of the Treasury's (hereafter, the "Treasury") Troubled Asset Relief Program, including,

without limitation, the Treasury's purchases of preferred stock of my employer pursuant to the Securities

Purchase Agreement dated as of October 26, 2008 and the Securities Purchase Agreement dated as of December

30, 2008 (the "Su!>seguent Agreement") (collectively, the "Programs"), I hereby voluntarily waive any claim

against the United States or my employer or its directors, officers, employees and agents for any changes 10 my

compensation or benefits that are required to comply with (n the Emergency Economic Stabilization Act of

2008 and regulations or other guidance or requirements issued thereunder, including, without limitation, the

regulation issued by the Treasury as published in the Federal Register on October 20, 2008, (ii) as applicable to

me, the provisions of the Subsequent Agreement and (iii) the attached Citigroup Inc. Executive Compensation

Policy adopted in connection therewith (all such changes are collectively referred to as the ''Limitations'').

I acknowledge that the Limitations may require modification of the employment, compensation, bonus,

incentive, severance and other benefit plans, arrangements, policies and agreements (including. without

limitation, any so-called "golden parachutc" agreements), whether or not in writing, that I have with my

employer or in which I participate as they relate to thc period the United States holds any equity or debt

securities of my employcr acquired through thc Programs and I hereby consent to all such modifications. I

further acknowledge and agree that if my employer notifies me in writing that I have received payments in

violation of the Limitations, I shall repay the aggregate amount of such payments to the employer no later than

fifteen business days foJJowing my receipt of such notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximum bonus I will be eligible to earn and (ii) the

perfonnance goals that must be satisfied to eam such bonus, shall continue to be established, and subject to

adjustment by, my employer in its discretion, consistent with the requirements of the Programs.

This waiver includes all claims I may have under the laws of the United States or any state related to the

requirements imposed by the Limitations (including without limitation, any claim for any compensation or other

payments I would otherwise receive absent the Limitations, any challenge to the process by which the

Limitations were adopted and any tort or constitutional claim about the effect of the foregoing on my

employment relationship) and] hereby agree that I will not at any time initiate, or cause or permit to be initiated

on my behalf, any such claim against the United States, my employer or its directors, officers, employees and

agents in any local, state or federal agency, court or other body.

[n witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and

acknowledgement to the provisions herein.

Respectfully,

Title:

~~CEO

Global Wealth Management International

Date: 2911I December 2008

(New York l/1965411 vI)
[Schedule A - Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthc Treasury's (hereafter, the "Treasury") Troubled Asset

RelicfProgram, including. without 14nitation, thc Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 30. 2008 (the "Subsegucnt Agreement")

(collectively. the "ProgramS'. I hereby voltmtarily waive any claim against the United States or

my employer or its directors. officers. employees and agents for any changes to my

compensation or benefits that arc required to comply with (i) the Emcrgency Economic

Stabilization Act of2~8 and regulations or other guidance or requiremcnts issued thereunder,

including. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008. (u) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans, arrangements. policies and agreements

(includin& without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent to all such modifications. .I tUrther acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in Violation ofthe Limitations, I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt o~ stich notice. I ~cr acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany,threshold, targct or maximum bonus I will be eligible to

eam and (n) the peIform8nce goals muSt be.,satisfied to earn such bonus, shall continue to be

established, and subject to adjustment by, my employerin its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may lulve under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation ~r other pyrnents I would otherwise receive absent the Limitations,

any 'challenge to the process bY which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregomg Qn IJlY.~JoyMeni ~lationship) and I hereby agree that I

will not at any time initiate. or c8use or perinitto' be initiated on my behalf, any such claim

against the United States, my employer or its directors. officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on'my own behalf, thereby communicating my

acceptance and ackn:o:w1edgeml=Dt,to the provisions herein. .' .:' .'." \

, ,. ReSpect1WJ .' ' .. ' .. y• ......, .

.'
(New YorUJ96S4J7 vi]

... ;'.:r.

2

;'

"

'tW UV.>I UVoJ

S

asurer and Head ofCorporate Finance
29 Dec 08 19:34

J.£/£y/vtJ VI';.1. ...

Maria Verma 02077309038 p1

1'9 \lU~

[Sellcdulc A- Scntor Executive Omc:ers aodTop Group]

To Whom It May Ccmcem~

10 coasidecadoD forlhc bcnefilS l wiUrec:eivcll5 a RS\IIt ofmyemployer's participation

ill the United Stites Department otdlo Tn:lI5Ury's (hereafter, the '7n:asurY') Troubled Asset

RclicfProgmrll. iucJuding, wilhllUt limitation, tile Tl'llUUry's purclllSCS ofpRll'cm:d Slack ofIn)'

cmploycrpUlSUl1lll to the Sccu..ics PurclJuc AsrccmcnC dutal. ofOc:IVbc:r26.1OO8l1dd the

Sccuri1ics PuIobsse Apement dated IIofDecembetJO. 2008 (lise "S""'sqpmt Amcmenn

(collccri\'Cly. tbe '"bo,lJID1'" I heRby volJahldly waw IIU)' claim apiast Ibe United Slates or my employerorits dnctoa, oftiecra. employees aqc! apntsforDy cqcsto my

. COmpeasallon orbcaefitstbaille required 10 comply \ftCh (1) the Emera=cy Bcononric . &abilizutioa Act of20DI DOd roguladoas or a1hcr pidance or nlquircmCIICS issued 1bcrcwIdcr,

including, without limilation. lha regulation lssucd by the TrcGmy as published in tho Fedeml

Register DD October 20, 2008. (Ii) as appliCllblc 10 me. the provisions ofIhcSabKqucnt

Agn:clllcnt :md (iii) the altuebed Cwgroup lac. Executive CompeDSllllQCl. Polleyadopted ill

cOll11CCtion lbercwitb (a1J liUeh chllQ&cs are c:ollcclivcly reCcmd to 115 the "Limilldions").

I acknowledge that 1ho Limitations may rcquin: mocUficaIion aftlle cmplo)'lDCftl. compensation,

bonus. im:caliWl, II:W:nlnCC IIId other bcacfit piau, ammgCIllClDls, policieslSIId agrccmencs

(iactlldinS. wilhout limitation. iIIt)'so-cDlb:d "actdcnpamcllUlC- agrecnaeulS). wbeiller or aot in

writing, thai I have with my employer or In wbic1s I pmlclp;tte .. they relate to the period tbr:

United Slates 1IoJc!s any equity or debtsecurities ofmy cmpIoya' acquired througJa tho Pmgrnms

tlnd 1herebyCOI1SCftt to ll1J such modiflCalions. 11Urtbetacbowlcdl" aad 8JRC thDt ifmy

employer notifies me in writiag tb:It 1hllw ~iwd JIlIYlllCaIs in violalioa oftho Umiratiou, I

shall tqJIlY dIll 88grcplC amount ofsuch plymcnts to tba employer no larcrlIIan fifteen busiJICSS

days following my receipl orsucb DOlice.. I rllr1llct lICknowlcdge aad ape thDlwith tcIj)Cl:t to

fiscal year 2009 (i) tbc :unouDl ofany dnaboId, targelormuimumbonus I wjJ1 bit eligible tQ

earn and (Ii) tJ1C perfomllll1CC aoals tImt must besatisrlCd to ensuch bonus. sbllllXlntillUC to be

estllblisbed.anllsubjc« to adjustment by, my employerIn lIsdlscrcdon. COItSistcnt Willi dIe

n:quircmc:nas oflbc Ptvgrams.

This waiver includesIII claims1muy have udcr die Illws ofdlC United Statcs or allY . s1Dtc rclaIacIlo the rcqulrcmcmr imposed by the L/lQitatioasfll1CbtdiDg witIlaat limillllian, any

allrim for anyCOIIlpelllGdon or other I would otbe:rwbo n:ccivc absent the LintitillioBS,

naychalIcqc to the process by which the Urnitnlloas were iIIfopted anct any turt orcODSlitulicmal

cl8im about the cffcc:t ofthe forcpng au my cmp\oynulnt rcladonslUp) lind I bcn:by agree tltall

wil DOl.lm)'lime init_orcause or pcnnit to be initiated 011 my behalf, any sueb cJaim

against 1he Uaited States. my employer orils dln:etors, officers, employees and.~ in .y

local.slate orfixlel'lll aacnc:y, court orokbody.

In witness wbereof, Juecule tltis ~ivcr OD my own behalf. thcn:by communiCAling my

acceptance: and aUnowlcdgc:mcCJl to the proY~ioDS beRlin.

R~furJy,
29 Dec 08 19'34

l:l/4!!l/UIf V!I:U

Maria Verma

UJ.J.44;"UI /~IJ!"U.:.

02077309038 p,2

2
[Schedule A- Senior Executive Officers and Top GroupJ

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter. the "Treasury'') Troubled Asset

ReliefPrograrn. including, without limitation, the Treasury's purchases ofpreferred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDcccmber 30, 2008 (the "Subsequent Agreement'')

(collectively, the "Programs"). I hereby voluntarily waive any claim against the United States or

my employer or its directors, officers. employees and agents for any changes to my

compensation or benefitsthat are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including. without limitation, the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008. (ii) as applicable to me. the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are colleetively referred to as the "Limitations"}.

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive, severance and other benefit plans. arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and I hereby consent.to all such modifications. Ifunher acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation oftbe Limitations. I

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount ofany threshold. target or maximum bonus I will be eligible to

earn and (ii) the performance goals that must be satisfied to earn such bonus. shall continue to be

established. and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or othCr payments 1would otherwise receive absent the Limitations,

any chaUenge to the process by which the Limitations were adopted and any ton or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that I

will not at any time initiate, or cause or pennit to be initiated on my behalf. any such claim

against the United States. my employer or its directors, officers, employees and agents in any

local. state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf. thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
2

Name: ::';'''r",,, r. {/; /I(

Title: p"" ( £-:" I 1''''' "-

Date: I)..: ~~\/:~),/
~~ U1C ~UU~ ~U:b~ 973643368 p. 1

[Schedule A - Senior Executive Officers and Top Group}

To Whom II May Concel'll:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Tl"easlIl"y") Troublc:XI Asset

Relief Program. including, without limitation, the Tt-easury's purchases of prefet·red stock of my

employer purslU'ult to the Securities Purchase Agreement dated as of Octoher 26,2008 and the

Securities Purchase Agreement dated as of December 30.2008 (the "SubsegueIU Agreemenf')

(collectively. the "Programs"'), I hereby volllntal"ily waive any claim against the United States or

my employer or its directors. officers, employees and agents for IIny changes to my

compensation or benefits that are required to comply with (i) the Emergency Econornic

Stabilization Act 01'2008 and regulations or other guidance or requirements issued then:under.

Including, without limitation, th~ regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as ~\pplicable to me, the provisions of the Subsequem

Agreement BI,d (iii) the ~\nached Citigroup Inc, Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Limitations may require moditication of the employment, compensation.

bonus, incentive. severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute""agreements). whether or not in

writing, that I huve with my employer 01' in which I participate as they relate to the period the

United States holds any equity or debt securities of my employer acquired through the rrogram~

and I hereby consent to alI such mod ifications, (. further acknowledge and agree tbat ifIlly

employer notifies 101: in writing that I have l'eCeived payments in violation ofthe Limitntions, I

shall repay the aggregate amount of such payments to the employer no later than fifteen business

days tol lowing my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amoullt.of~I1Y threshold. target or maximum bonu$ [ will be eligible to

cam and (ii) the pertormance goals that must be sacisfied to earn such bonus, Sh~lll continue to be

established. and subject to adjustment by. my employer in its discretion, consistent with the

l-eqU ircments ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requil-ements imposed by the Limitations (including without limitation, any

claim for any compensation or othel' payments I would otherwise receive absent [he Limi rations,

nny challenge to the process by which the Limitations were adopted and any tOri or constitutional

claim about the eftcct ofthe foreg~ing on my employment relationship) and I hereby agree that I

will not at any time initiate, or calise 01' pemtit (0 be initiated on my behalf: any such claim

against the Cnited States, my employer or its <Jirectors, officers, employees and agents in llny

k)cul, state or federal agency, court or other body.

In witness whel'eof. I execute this waiver on my Own behalf, thereby communicating my

acceptance nnd acknowledgement to the provisions herein.

" Respectfully,

f 1Ur-wC; {"t-o Y l?AlULA

MAN'.{(i.,'N(; 1:>1j7,£.~7TJn..

~2.'1/'l1.1 uo~
[Schedule A- Senior Executive Officers and Top Group]

To Whom It May Concern:

In consideration for the benefits I will receive as a result ofmy employer's participation

in the United States Department ofthe Treasury's (hereafter, the "Treasury") Troubled Asset

Relief Program, including, without limitation, tbe Treasury's purchases ofp.referred stock ofmy

employer pursuant to the Securities Purchase Agreement dated as ofOctober 26, 2008 and the

Securities Purchase Agreement dated as ofDecember 3D, 2008 (the "Subsequent Agreement")

(collectively. the "Programs"), I hereby voluntarily waive any claim against the United States or

my employer or its directors. officers. employees and agents for any changes to my

compensation or benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements issued thereunder,

including, without limitation. the regulation issued by the Treasury as published in the Federal

Register on October 20, 2008, (ii) as applicable to me, the provisions ofthe Subsequent

Agreement and (iii) the attached Citigroup Inc. Executive Compensation Policy adopted in

connection therewith (all such changes are collectively referred to as the "Limitations'').

I acknowledge that the Limitations may require modification ofthe employment, compensation,

bonus, incentive. severance and other benefit plans, arrangements, policies and agreements

(including, without limitation, any so-called "golden parachute" agreements), whether or not in

writing, that I have with my employer or in which I participate as they relate to the period the

United States holds any equity or debt securities ofmy employer acquired through the Programs

and i hereby consent to all such modifications. Ifurther acknowledge and agree that ifmy

employer notifies me in writing that I have received payments in violation ofthe Limitations, 1

shall repay the aggregate amount ofsuch payments to the employer no later than fifteen business

days following my receipt ofsuch notice. I further acknowledge and agree that with respect to

fiscal year 2009 (i) the amount of any threshold, target or maximwn bonus I will be eligible to

earn and (ii) the perfonnonce goals that must be satisfied to eam such bonus. shall continue to be

established. and subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.

This waiver includes all claims I may have under the laws ofthe United States or any

state related to the requirements imposed by the Limitations (including without limitation, any

claim for any compensation or other payments I would otherwise receive absent the Limitations,

any challenge to the process by which the Limitations were adopted and any tort or constitutional

claim about the effect ofthe foregoing on my employment relationship) and I hereby agree that 1

will not at any time initiate, or cause or pennit to be initiated on my behalf, any such claim

against the United States, my employer or its directors, officers, employees and agents in any

local, state or federal agency, court or other body.

In witness whereof, I execute this waiver on my own behalf, thereby communicating my

acceptance and acknowledgement to the provisions herein.

Respectfully,
[Now YorUI96$417vIJ

2

N.~e: S h-e VI. q 111 A-11 2 h If\.'1

TItle: I J

Date: r1PS"~t/ m,'~ f~iiC.

rr; -U- )..rI '2An>
[SCbeduJc A - SeniorExecutive Oftlcen and TOp Group]

To Whom It May Conoem:

In OOtlSidc:ratiOD for lhc bcDefita I will rcc:eMl at a RIUJl ofDlY employer's]*'tidpa1iOD in tbc United

States Depa.rtmalt ofthc Trcaswy's (bc:reaftcr,lbo "'I'n:uuaY') TmIlbIcd AIIOtRclidPrognm, i:ncludbJ& wlthouI

limitation. tIM: Treasury's porchascs 01pre:ICmcl_ock ofmy c:mp1oJer pur.....to the Sccarlties~IC

Agreement dakd as ofOcIobcr 26, 2008 aDd the Sccmitiel Purchase Apcemcut dated • olDcceDlher 30, 2008 (die

"Sub6eguegt MrrsPmO (coIJ.ecthdy, the "PrtJagms""). I hereby voIurdarilywaive allY claim apiDst the Uaitocl

States or my empJoyft or ita cUrecton. offtce.n. empJoycea aDd qesa forlIlIYcbnp' to my coatpenJabOll or

benefits that fIR requlrcd to comply with (i) the l!1DcrpDcyBcxmomic StJbiH:zptfon Ad of2008 aDd regulatioas or

other guidance Ot' illUCld 1ht.nandor, includln& without "'nftci0ll, tile EqU1atioo iIsucclby the

Treasury U published in1hc FedaaJ JleBistcr OIl 0c:f0bc:I' 20, ZOOI. (0) as appIiCIbIc to me, the proviaiODl ofthe

Subsequent Agn:cment anAl (Iii) tb$ ataac:bed Cltisroup lao. Bxt.cutiw CoaIpeuatioII Policy adopted in cooncction

therewith (aD such cbaqes BIle collectively referred to at the '1JtDiWicms").

I acknowledsl: tbat the LimitadOl1l may zequirc ll'IDCIUkadon oftbc emp1oyaIeDI. CXUDpcDllltion,boouI, iJK:eJdi.vc.

5e\'eJ1ll1Ce and other'bcncftt plans. .. pllicic:s...aptlm!ents (iDctudiD& witboDt limitatiClll, any 10-

called "BOlden parachute" aplCIDC"tS), wbetller or DOtIn writia& duIt I haw with DIY employer orin which I

participate IS they rdato to the period the United States holds any equity or debt HCOritiel ofmy employer acquired

tIlrough the Programs and I bereby colllCllt to an suc:h mocIlfkatiooa. I fudha' ackDowIedp aDd that ifmy

employer notifies me in writing tbat 11lave receNed in violation arthc lJmi1lltioUs, I sIIall repay the

auqar.c amount ofsuch paymcatsto the employerno I8IrIr than fiftDco. buIl_days 1bl1crwins my m:cipt ofsuch

notice. I fiUth.er adcDowledgo and qrcc that with leIp«ltto f18cal year 2009 (1) tbc amomd of any threshold, targ~

or maximum boous I wW be eligible to eamand (Ji) the performanceplsIbat must be sstistted to cam aucll bonus.

shall continue to be established. and subject to acVustmCDt by, my employer iD _ diacrctioa. Qonailtcat with the

J:aIU1rements oftbe Progmms.

This waiver incJudes all claims I may have underthe laws oftbe UDitecl States or any staterelated to !he

requimnentsimpoIed. by tJJe LimitatiOIUl (ioc1udia8 without limitadoo, anydaim for any compcaaation or other

payments I would otberw:ise receive absent dacLfmhatious. !mY chaIlcase to the proc:esa by wIUc:h the Limitations

were adopkd &lid any tort or; cxmstitudonal claimIIbolIt d:Ie cfIbct oftho foregaiDg GIl my employment relationship)

and I hereby agree that I will not alBIIY time initiate. or cause orpermit tobe initiated 011 III)' bebalt: any such claim

Q8llinst tho United States. my employer oritll cUrectou. afftcen. employees &lid agents in any 1ocal, state or fcdc:ra1

agency, court or other body.

Ia witness whereof, ( exCC11lC this waiver on my'OWll bcbaIt 12IcrcbyCOIDJIllmbtius ray acceptance and

acknowledgc:meDt to the provisions bcRin.

~~LA '~cJv Title: B8I1CO Nacional de Mexico, S.A

Date: D~29,2008

1 . d E99619S01~ WHE2=a 8002 62 oaa
CONO VELERO V ~EON

To Whom It .May Concern:

744 484241121 29/12/1218 1111Z10am P. 002

In consideration for the benefits 1will receive as a result ofmy

employer's participation in the United States Department ofthe Treasury's

(hereafter, the ''Treaswy'') Troubled Asset Relief Progra~ including, without

limitation. the Treasury's purchases ofpreferred stock ofmy employer

pursuant to the Securities Purchase Agn,ement dated as ofOctober 26,2008

and the Securities Purchase Agreement dated as ofDecember 30, 2008 (the

'"Subsequent Agreement") (collectively, the uPrograms"), I hereby voluntarily

waive any claim against the United States or my employer or its directors,

officers, employees and agents for any changes to toy compensation or

benefits that are required to comply with (i) the Emergency Economic

Stabilization Act of2008 and regulations or other guidance or requirements

issued thereunder, including, without limitation., the regulation issued by the

Treasury as published in the Federq.1 Register on October 20, 2008, (ii) as

applicable to me, the provisions ofthe Subsequent Agreement and (iii) the

attached Citigroup Inc. Executive Compensation Policy adopted in connection

therewith (all such changes are collectively referred to as the "Limitations").

I acknowledge that the Li'rlitations may require modification ofthe

employment, compensation, bonus. incentive~ sevenmce and other benefit

plans, arrangements, pOlicies'and agreements (including, without limitation,

an,y so-called "golden parachute" agreements). whether or not in writin~ that I

have with my employer or in which I participate as they relate to the period

the United States holds any equity or debt securities ofmy employer acquired

through the Programs and 1 hereby consent to aU such modifications. I further

acknowledge and agree that ifmy employer notifies me in writing that I have

received payments in violation ofthe Limitations, 1 shall repay the aggregate

amount ofsuch payments to the employer no later than fifteen business days

followjng my receipt of suc.hnotj~. ,~.fi.u:ther acknowledge and agree that

with respect to fiscal year 2009 (i) the amount of any tin"eshold, target or

maximum bonus 1 will be eligible to eam and (ii) the perfonnance goals that

must be satisfied to earn such bonus, shall continue to be established, and

subject to adjustment by, my employer in its discretion, consistent with the

requirements ofthe Programs.
COND YELERO V ~ALEON 744 4842410

ZS/12/0B 11100am P. 003

This waiver includes aU claims I may have under the laws ofthe United

States or any state related to the requirements imposed by the Limitations

(including without liautation, any cJaim for any compensation or other

payments 1 would otherwise receive absent the Limitations, any challenge to

the process by which the Limitations were adopted and any tort or

constitutional claim. about the effect ofthe foregoing on my employment

relationship) and I hereby agree that I will not at any time initiate, or cause or

pennit to be initiated on my behalf, any such claim against the United States,

my employer or its directors, officers, employees and agents in any local, state

or federal agency, coUrt or other body.

In witness whereof, I execute this waiver on my own behalf, thereby

commWllcating my acceptance and acknowledgement to the provisions herein.

Respectfully,

Name: Raul A. ya

Title: Cluster Head CCA

Date: December 29, 2009

'J'; •
CITIGROUP INC.

Officer's Certificate

~Dc:cember 31, 2008

This Officer's Certificate (this "Certificate") is delivered from Citigroup Inc. (the

"Companyj to the United States Department ofthe Treasury (the "Irrvestor'1 in

connection with the Company's delivery ofthe following dOC1.Dllents (collectively, the

"Transaction Documents'1 related to the Troubled Asset ReliefProgram to the Investor:

(i) the Securities Purchase Agreement; (ij) the Certificate ofDesignations; (iii) the .

Warrant; and (iv) this Officer's Certificate. .

Capitalized tenns used but not defined herein have the meaning ascribed to them

m~T~oo~~~. .

The undersigned duly authorized senior executive officer ofthe Company hereby

certifiesto the Investor, on behalfofthe Company, and subject to the requirements and

penalties set forth in Title 18, United States Code, Section 1001, that:

(A) all statements, representations, and warranties contained in the Transaction

Documents are true and complete to the best ofmy knowledge. The

Company acknowledges that such statements, representations, and

warranties will be materially relied upon by the Investor to enter into the

transactions contemplated by the Transaction Documents.

(Remainder ofpage intentionally left blank)
IN WITNESS WHEREOF, the undersigned has executed this Certificate on the

date first written above. .
CITIGROUP INC.

Officer's Certificate

December 31, 2008

This Officer's Certificate (this "Certificate'') is delivered in connection with

Section 1.2(d)(ii) ofthe Secwities Purchase Agreement dated December 31, 2008

between Citigroup Inc. (the "Company'') and the United States Department ofthe

Treasury (the "Investor") (the "Agreement").

Capitalized terms used but not defined herein have the meaning ascribed to them

in the Agreement.

The undersigned duly authorized senior executive officer ofthe Company hereby

certifiesto the Investor, on behalfofthe Company, that:

(A) the representations and warranties ofthe Company set forth in (x) Section

2.2(g) ofthe Agreement are true and correct in all respects as thou,gh made on and

as ofthe date hereof, (y) Sections 2.2(a) through (f) ofthe Agreement are true and

correct in all material respects as though made on and as ofthe date hereof(other

than representations and warranties that by their tenns speak as ofanother date,

which representations and warranties were true and correct in all material respects

as ofsuch other date) and (z) Sections 2.2(h) through (v) ofthe Agreement

(disregarding all qualifications or limitations setfonh in such representations and

warranties asto "materiality", "Company Material Adverse Effect" and words of

similar import) are true and correct as though made on and as ofthe date hereof

(other than representations and warranties that by their terms speak as ofanother

date, which representations and warranties were true and correct as ofsuch other

date), except to the extent that the failure .ofsuch representations and warranties

referred to in this clause (z) to be so true and correct, individually orin the

aggregate, does not have and would not reasonably be expected to have a

Company Material Adverse Effect; and

(B) the Company has performed in all material respects all obligations required to

be performed by it underthe Agreement at or prior to the date hereof;

(remainder ofpage intentionally left blank)
IN WITNESS WHEREOF. the undersigned has executed this Certificate on the

date first written above.
Dec 31 08 12:01a gcritt

ClTJGROUP INC.

Officer's Certificate

December 31, 2008

4357852063 p.1

This Officer's Cc:rti:fieate (this "Certiftcattl") is delivered in connection with Section

l.2(d)(iv) oftbc Securities Purc1wIe Agreement dated December 31,2008 between Citigroup

Inc. (the "Company") and the United States Department ofthe Tzasury (the Cl.lnvBSt~') (the

....Agreement").

Capitalized tcmJs used butJ1()t defined herein have the meaning .cribed. to them in the

Agmment.

The undersigned. duly authorized se:nK>r executive officer ofthe Compmy hereby

certifiesto the Investor, on bdJalfofthcCompany. tbat the Company bas e1fe=d sach changes

to its compeosati~ boons, incentive and other benefit plans, arrangements and agreements

(including golden parachute,severance and employment apecments) with respect to ita Senior

Executive Oflicers and SeniorLeadership Members (and to the extent necessary for such

changes to be legally eoforceab1e, each ofits Senior Executive Officers and Senior Leadetsbip

Members bas duly conseoted in writing to such cbaDges). as may be necessary, durlDa the period

that the Investor owns aa:y debt or equity securitifS oftbc COUJP8IlY acquired pmsuaot to the

Agreement orthe Wammt, in orderto comply with Section 111(b) ofthe Em.ecgcmcy Economic

Stabilization Act of2008 as imp1emeoted by guidaDce or 1'egulatiOD themmder that has been

issued. and is in e~as ofthe date hereof; and Section 4.10 ofthl: Agreement

(Remmnder o/page intmtionally left blanlc)
D90 31 08 12:02a gcrftt 4357852063 p.2

IN Wl1NESS WHEREOF, the lDldersigned bas executed this Certificate OD the date first

written above.
Cltl

December 31, 2008

United States Department ofthe Treasury

1500 Pennsylvania Avenue, N.W.

Washington, D.C. 20220

Ladies & Gentlemen:

I am an Assistant General Counsel-eapiml Mmtets ofCitigroup Inc. ("Citigroup") and have

acted as counsel to Citigroup in coJJDection with the transactions contemplated by the Securities

Purchase Agreement dated December 31, 2008 between Citigroup and the United States

Department of the Treasury (the ''Investorj (the "Agreement"). I have examined originals or

copies, certified or otherwise identified to my satisfaction, ofsuch documents, corporate records,

certificates ofpublic officials aDd otherinstruments and have conducted such other investigations of

fact and law as I have deemed necessary or advisable for the pmposes ofthis opinion. Capitalized

terms used herein without definition have the meaning ascribed to them in the Agreement The

Preferred Stock, the Warrant and the Warrant Shares are collectively ~ferred to herein as the

"Securi1ies".

Upon the basis ofthe foregoing, I am ofthe opinion that:

1. Citigroup has been duly il1COIpOrated and is validly existing as a corporation in good

standing under the laws of the State of Delaware, with COIpOrate power and authority to own its.

properties and conduct its business as presently conducted;

2. The Preferred Shares have ~en duly authorized by all necessary corporate action and,

when the certificate evidencing the Preferred Shares is delivered to and paid for by the Investor in

accordance with the terms ofthe Agreement; the Preferred Shares will be validly issued, fully paid

and non-assessable; will not be issued in violation of any prccm.ptive rights, and will rank equally

with or senior to all ofseries of preferred stock of Citigroup outstanding on the date hereof with

respect to the payment of dividends and the distribution of assets in the event of any dissolution,

liquidation or winding up ofCitigroup;

3. The Warrant has been duly authorized by all necessary corporate action, bas been duly

executed and delivered, and, when delivered to the Investor as contemplated by the Agreement, will

constitute a valid and binding agreement ofCitigroup, enforceable against Citigroup in accordance

with its tenns subject, as to enforceability, by applicable bankruptcy, insolvency, reorganization,

moratorium orsimilar laws affecting creditors' rights generally and by general principles ofequity;

4. The 188,501,414 Warrant Shares initially issuable upon exercise of the Warrant

pursuant to its tenns have been duly authorized by all necessary corporate action and have been

reserved for issuance upon exercise ofthe Warrant and, when issued and paid for as provided in

the Warrant, will be duly and validly issued, fully paid and non-assessable, and will have the
United States Department oftbe Treasury

December 31, 2008

Page 2

rights set forth in Citigroup's Restated Certificate of Incorporation, and the issuance of the

Warrant Shares will not be subject to any preemptive orsimilar rights;

5. Citigroup bas the corporate power and authority to execute and deliver the Agreement

and the Warrant and to consummate the issuance of the Securities contemplated thereby. The

execution. delivery and performance by Citigroup of the Agreement and the conswmnation by

Ci1igroup ofthe issuance md sale ofthe Securities contemplated thereby have been duly authorized

by all necessary cotpOrate action. The Agreement has been duly executed and delivered by

Citigroup and constitutes the legal, valid and binding agreement of Citigroup, enforceable against

Citigroup in accordance with its terms subject, as to enforceability, by applicable bankruptcy,

insolvency, reorganization, moratori1.UIl or similar laws affecting creditorst rights generally and by

general principles ofequity;

6. No approval or authorization ofthe Agreement, the Warrant or the issuance and sale of

the Securities contemplated thereby isrequired on the part ofstockholders ofCitigroup.

My opinion is limited to matters governed by the Federal laws of the United States of

America, the laws of the State of New York and the General Corporation Law of the State of

Delaware.

This opinion is solely for your benefit in connection with the Agreement, and is not to be

used, circulated or quoted for any other pmpose without my express written pCnnission.

Very truly yours,

Ie

0eJl~ Counsel-Capital Markets