Exhibit 10.1



     

    
      


    

    


     

    


     

    MASTER
AGREEMENT

     

    among

     

    CITIGROUP
INC.,

     

    CERTAIN
AFFILIATES OF CITIGROUP INC. IDENTIFIED HEREIN,

    


    DEPARTMENT
OF THE TREASURY,

     

    FEDERAL
DEPOSIT INSURANCE CORPORATION

     

    and

     

    FEDERAL
RESERVE BANK OF NEW YORK

     

    


     

    


     

    Dated as
of January 15, 2009

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      TABLE OF
CONTENTS

       

    

    
      	 	 	
              Page

            
	
              SECTION
      1.

            	
              DEFINITIONS 

            	
              1

            


    

     

    
      	
               
      

            	
              1.1

            	
              Defined
      Terms 

            	
              1

            


    

     

    
      	
               
      

            	
              1.2

            	
              Other
      Definitional Provisions 

            	
              13

            


    

     

    
      	
              SECTION
      2.

            	
              TREASURY
      ADVANCES 

            	
              14

            


    

     

    
      	
               
      

            	
              2.1

            	
              Treasury
      Advances 

            	
              14

            


    

     

    
      	
               
      

            	
              2.2

            	
              Procedure
      for Treasury Advances 

            	
              14

            


    

     

    
      	
               
      

            	
              2.3

            	
              Reimbursement
      of Treasury Advances 

            	
              14

            


    

     

    
      	
              SECTION
      3.

            	
              FDIC
      ADVANCES 

            	
              14

            


    

     

    
      	
               
      

            	
              3.1

            	
              FDIC
      Advances 

            	
              14

            


    

     

    
      	
               
      

            	
              3.2

            	
              Procedure
      for FDIC Advances 

            	
              14

            


    

     

    
      	
               
      

            	
              3.3

            	
              Reimbursement
      of FDIC Advances 

            	
              15

            


    

     

    
      	
              SECTION
      4.

            	
              FRBNY
      LOAN 

            	
              15

            


    

     

    
      	
               
      

            	
              4.1

            	
              FRBNY
      Loan 

            	
              15

            


    

     

    
      	
               
      

            	
              4.2

            	
              Procedure
      for Borrowing 

            	
              15

            


    

     

    
      	
               
      

            	
              4.3

            	
              Repayment
      of Loan 

            	
              15

            


    

     

    
      	
               
      

            	
              4.4

            	
              Interest
      Rate 

            	
              15

            


    

     

    
      	
               
      

            	
              4.5

            	
              Computation
      of Interest and Net Payment Amounts 

            	
              16

            


    

     

    
      	
               
      

            	
              4.6

            	
              Voluntary
      Prepayments 

            	
              16

            


    

     

    
      	
               
      

            	
              4.7

            	
              Mandatory
      Prepayments 

            	
              16

            


    

     

    
      	
               
      

            	
              4.8

            	
              Payments
      Generally 

            	
              16

            


    

     

    
      	
              SECTION
      5.

            	
              COVERED
      ASSETS AND POST-SIGNING CONFIRMATION PROCESS 

            	
              16

            


    

     

    
      	
               
      

            	
              5.1

            	
              Covered
      Assets 

            	
              16

            


    

     

    
      	
               
      

            	
              5.2

            	
              Post-Signing
      Confirmation Process 

            	
              17

            


    

     

    
      	
               
      

            	
              5.3

            	
              Other
      Exclusions 

            	
              19

            


    

     

    
      	
               
      

            	
              5.4

            	
              Effects
      of Exclusion 

            	
              19

            


    

     

    
      	
               
      

            	
              5.5

            	
              Foreign
      Assets 

            	
              19

            


    

     

    
      	
              SECTION
      6.

            	
              DETERMINATION
      OF COVERED LOSSES 

            	
              19

            


    

     

    
      	
               
      

            	
              6.1

            	
              Quarterly
      Calculations 

            	
              19

            


    

     

    
      	
               
      

            	
              6.2

            	
              Adjusted
      Baseline Value 

            	
              20

            


    

     

    
      	
               
      

            	
              6.3

            	
              Losses 

            	
              20

            


    

     

    
      	
               
      

            	
              6.4

            	
              Recoveries 

            	
              20

            


    

     

    
      	
               
      

            	
              6.5

            	
              Gains 

            	
              21

            


    

     

    
      	
               
      

            	
              6.6

            	
              Citigroup
      Quarterly Net Losses 

            	
              21

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      TABLE OF
CONTENTS

    

     

    
      	 	 	 	
              Page

            
	
               
      

            	
              6.7

            	
              Covered
      Losses 

            	
              21

            


    

     

    
      	
               
      

            	
              6.8

            	
              Effects
      of Asset Exchanges on Calculations 

            	
              21

            


    

     

    
      	
               
      

            	
              6.9

            	
              Effects
      of Exchange Rates on Calculations 

            	
              23

            


    

     

    
      	
              SECTION
      7.

            	
              APPLICATION
      OF RECOVERIES, GAINS AND OTHER AMOUNTS 

            	
              23

            


    

     

    
      	
               
      

            	
              7.1

            	
              Application
      Prior to the FRBNY Funding Date 

            	
              23

            


    

     

    
      	
               
      

            	
              7.2

            	
              Application
      Subsequent to the FRBNY Funding Date 

            	
              23

            


    

     

    
      	
               
      

            	
              7.3

            	
              Effect
      on Treasury and FDIC Available Amounts 

            	
              24

            


    

     

    
      	
               
      

            	
              7.4

            	
              Non-Recourse
      Obligations 

            	
              24

            


    

     

    
      	
               
      

            	
              7.5

            	
              Citigroup
      Payments to the U.S. Federal Parties 

            	
              24

            


    

     

    
      	
               
      

            	
              7.6

            	
              Allocation
      of Payments 

            	
              25

            


    

     

    
      	
              SECTION
      8.

            	
              CERTAIN
      LIMITATIONS 

            	
              25

            


    

     

    
      	
               
      

            	
              8.1

            	
                Limitation
      on Loss Payment and Calculations 

            	
              25

            


    

     

    
      	
              SECTION
      9.

            	
              REPRESENTATIONS
      AND WARRANTIES 

            	
              26

            


    

     

    
      	
               
      

            	
              9.1

            	
              Existence;
      Compliance with Law 

            	
              26

            


    

     

    
      	
               
      

            	
              9.2

            	
              Power;
      Authorization; Enforceable Obligations 

            	
              26

            


    

     

    
      	
               
      

            	
              9.3

            	
              No
      Legal Bar 

            	
              26

            


    

     

    
      	
               
      

            	
              9.4

            	
              Litigation 

            	
              27

            


    

     

    
      	
               
      

            	
              9.5

            	
              No
      Default 

            	
              27

            


    

     

    
      	
               
      

            	
              9.6

            	
              Taxes 

            	
              27

            


    

     

    
      	
               
      

            	
              9.7

            	
              Federal
      Regulations 

            	
              27

            


    

     

    
      	
               
      

            	
              9.8

            	
              ERISA 

            	
              27

            


    

     

    
      	
               
      

            	
              9.9

            	
              Investment
      Company Act; Other Regulations 

            	
              27

            


    

     

    
      	
               
      

            	
              9.10

            	
              Accuracy
      of Information, Etc 

            	
              27

            


    

     

    
      	
               
      

            	
              9.11

            	
              Security
      Documents 

            	
              27

            


    

    
       

      
        	
                SECTION
      10.

              	
                
                  CONDITIONS
      PRECEDENT

                

              	
                28

              


      

       

    

    
      	
               
      

            	
              10.1

            	
              Conditions
      to Treasury Advances 

            	
              28

            


    

     

    
      	
               
      

            	
              10.2

            	
              Conditions
      to FDIC Advances 

            	
              28

            


    

     

    
      	
               
      

            	
              10.3

            	
              Conditions
      to FRBNY Loan 

            	
              29

            


    

    
      
         

        
          	
                  SECTION
      11.

                	
                  
                    COVENANTS

                  

                	
                  30

                


        

         

      

    

    
      
      

    

    
      	
               
      

            	
              11.1

            	
              Asset
      Management 

            	
              30

            


    

     

    
      	
               
      

            	
              11.2

            	
              Corporate
      Governance 

            	
              30

            


    

     

    
      	
               
      

            	
              11.3

            	
              Executive
      Compensation 

            	
              30

            


    

     

    
      	
               
      

            	
              11.4

            	
              Dividends 

            	
              30

            


    

     

    
      
        
        

      

      
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      TABLE OF
CONTENTS

    

     

    
      	 	 	 	
              Page

            
	
               
      

            	
              11.5

            	
              Information 

            	
              30

            


    

     

    
      	
               
      

            	
              11.6

            	
              Maintenance
      of Existence; Compliance 

            	
              30

            


    

     

    
      	
               
      

            	
              11.7

            	
              Inspection
      of Property; Books and Records; Discussions 

            	
              31

            


    

     

    
      	
               
      

            	
              11.8

            	
              Notices 

            	
              31

            


    

     

    
      	
               
      

            	
              11.9

            	
              Liens 

            	
              31

            


    

    
       

      
        	
                 
      

              	
                11.10

              	
                Investment
      Company Act

              	
                31

              


      

       

      
        
          	
                   
      

                	
                  11.11

                	
                  
                    Amendments
      to Program Documents

                  

                	
                  31

                


        

        
           

          
            
              	
                       
      

                    	
                      11.12

                    	
                      
                        
                          ERISA

                        

                      

                    	
                      31

                    


            

          

        

        
           

          
            
              	
                       
      

                    	
                      11.13

                    	
                      
                        
                          Compliance
      with Section 7

                        

                      

                    	
                      32

                    


            

          

        

      

    

    
    

    
       

      
        
          	
                   
      

                	
                  11.14

                	
                  
                    
                      Post-Signing
      Accession of Citigroup Ring-Fence Affiliates

                    

                  

                	
                  32

                


        

      

    

    
    

    
       

      
        
          	
                   
      

                	
                  11.15

                	
                  
                    
                      Affiliate
      Transfers

                    

                  

                	
                  32

                


        

      

    

    
    

    
       

      
        
          	
                   
      

                	
                  11.16

                	
                  
                    
                      Dispositions
      in Connection with Corporate Transactions

                    

                  

                	
                  32

                


        

      

    

    
    

     

    
    

    
    

    
      
        
          
            	
                    SECTION
      12.

                  	
                    
                      EVENTS
      OF DEFAULT; INSTALLMENT DEFAULT

                    

                  	
                    32

                  


          

           

        

      

      
        
        

      

    

    
    

    
      	
               
      

            	
              12.1

            	
              Events
      of Default 

            	
              32

            


    

     

    
      	
               
      

            	
              12.2

            	
              Covered
      Asset Liquidation Events 

            	
              34

            


    

    
      
        
          
             

            
              	
                      SECTION
      13.

                    	
                      
                        MISCELLANEOUS

                      

                    	
                      34

                    


            

             

          

        

      

    

    
      	
               
      

            	
              13.1

            	
              Amendments
      and Waivers 

            	
              34

            


    

     

    
      	
               
      

            	
              13.2

            	
              Notices 

            	
              34

            


    

     

    
      	
               
      

            	
              13.3

            	
              No
      Waiver; Cumulative Remedies 

            	
              36

            


    

     

    
      	
               
      

            	
              13.4

            	
              Survival
      of Representations and Warranties 

            	
              36

            


    

     

    
      	
               
      

            	
              13.5

            	
              Payment
      of Expenses and Taxes 

            	
              36

            


    

     

    
      	
               
      

            	
              13.6

            	
              Successors
      and Assigns; Participations and Assignments 

            	
              37

            


    

     

    
      	
               
      

            	
              13.7

            	
              Counterparts 

            	
              37

            


    

     

    
      	
               
      

            	
              13.8

            	
              Severability 

            	
              37

            


    

     

    
      	
               
      

            	
              13.9

            	
              Integration 

            	
              37

            


    

    
       

      
        	
                 
      

              	
                13.10

              	
                
                  Governing
      Law

                

              	
                37

              


      

      
         

        
          	
                   
      

                	
                  13.11

                	
                  
                    Submission
      To Jurisdiction; Waivers

                  

                	
                  37

                


        

        
           

          
            	
                     
      

                  	
                    13.12

                  	
                    
                      Acknowledgements

                    

                  	
                    38

                  


          

          
            
               

              
                	
                         
      

                      	
                        13.13

                      	
                        
                          
                            WAIVERS
      OF JURY TRIAL

                          

                        

                      	
                        38

                      


              

              
                
                   

                  
                    	
                             
      

                          	
                            13.14

                          	
                            
                              
                                Standard
      of Conduct

                              

                            

                          	
                            38

                          


                  

                  
                    
                       

                      
                        	
                                 
      

                              	
                                13.15

                              	
                                
                                  
                                    Term
      of Master Agreement

                                  

                                

                              	
                                38

                              


                      

                      
                        
                           

                          
                            	
                                     
      

                                  	
                                    13.16

                                  	
                                    
                                      
                                        Access,
      Information and Confidentiality

                                      

                                    

                                  	
                                    39

                                  


                          

                          
                            
                               

                              
                                	
                                         
      

                                      	
                                        13.17

                                      	
                                        
                                          
                                            Confidential
      Information

                                          

                                        

                                      	
                                        40

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBITS:

    A           Form
of Security and Guaranty Agreement

    B           Governance
and Asset Management Guidelines

    C           Executive
Compensation Guidelines

    D           Form
of Loss Claim

    E           Form
of Borrowing Request

    F           FDIC
Mortgage Loan Modification Program

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

    H           Calculation
of Foreclosure Loss with respect to Covered Loans

    I           Form
of Accession Agreement

    J           Expenses
Not Deemed to be Recovery Expenses

    


    
      SCHEDULE:

    

    
      	
              A

            	
              Covered
      Assets; Citigroup Ring-Fence Entity Loan Commitments; Citigroup Ring-Fence
      Entity Wholly Unfunded Commitments

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    
      MASTER
AGREEMENT (this “Master Agreement”),
dated as of January 15, 2009, among CITIGROUP INC., a Delaware corporation
(“Citigroup”),
each CITIGROUP RING-FENCE AFFILIATE (as defined herein), the DEPARTMENT OF THE
TREASURY (“Treasury”), the
FEDERAL DEPOSIT INSURANCE CORP. (“FDIC”) and the
FEDERAL RESERVE BANK OF NEW YORK (“FRBNY”).

       

      W I T N E S S E T H:

       

      WHEREAS,
in support of financial market stability, Treasury, FDIC and FRBNY have agreed
to protect Citigroup and certain of its affiliates against certain losses on a
pool of assets identified herein on the terms and conditions described herein;
and

       

      WHEREAS,
Citigroup will issue Citigroup Preferred Stock (as defined herein) to FDIC and
Citigroup Preferred Stock and warrants to Treasury as a premium for the
loss-sharing protection described herein;

       

      NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations
and warranties hereinafter set forth or incorporated herein, each of the parties
hereto hereby agrees as follows:

       

      SECTION
1.  DEFINITIONS

       

      1.1           Defined
Terms.  As used in this Master Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

       

      “Accession
Agreement”:  Exhibit I hereto (as the same may be amended,
supplemented, restated, replaced or otherwise modified from time to time with
the prior written consent of each of the U.S. Federal Parties).

       

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

       

      “Affiliate”:  as
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person.  For
purposes of this definition, “control” of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.

       

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

       

      “Asset
Exchange”:  the acquisition by a Citigroup Ring-Fence Entity of
an Exchange Asset to the extent permitted by the Governance and Asset Management
Guidelines.

       

      “Baseline
Value”:  (a) in the case of each Covered MTM Asset, the
applicable Fair Value of such asset as of the Effective Time, (b) in the case of
each Covered Accrual Basis Asset, the unpaid principal balance of such asset as
of the Effective Time (which, for the avoidance of doubt, shall not include the
portion of any unfunded loan commitments) after giving effect to all Charge-Offs
in respect of such asset prior to the Effective Time and (c) in the case of any
extensions of credit subsequent to the Effective Time pursuant to a Citigroup
Ring-Fence Entity Loan Commitment or a Citigroup Ring-Fence Entity Wholly
Unfunded Commitment (it being understood that the Baseline Value of any unfunded
commitment shall be zero for purposes of this Master Agreement), the portion of
the Citigroup Ring-Fence Entity Commitment Value that corresponds ratably to the
amount of such extension of credit.  In the case of each Covered
Asset, such value shall be set forth in the column “Baseline Value” on Schedule
A hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Borrowing
Request”:  a duly completed certificate substantially in the
form of Exhibit E hereto executed by a Responsible Officer of
Citigroup.

       

      “Business
Day”:  a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

       

      “Calendar
Quarter”:  each calendar quarter of any calendar year; provided, that with
respect to any Loss incurred by any Citigroup Ring-Fence Entity during the
fourth calendar quarter of (a) the calendar year ending December 31, 2013 in
respect of any Non-Residential Covered Asset and (b) the calendar year ending
December 31, 2018 in respect of any Residential Covered Asset, in each case such
fourth calendar quarter shall be deemed to end on November 20 of such calendar
year; and provided, further, that the
first calendar quarter under this Master Agreement shall be deemed to commence
at the close of business on November 21, 2008 and end on March 31,
2009.

       

      “Capitalized
Expenditures”:  expenditures incurred in respect of Covered
Assets that would be capitalized under GAAP; provided, for the
avoidance of doubt, that “Capitalized Expenditures” shall in no event include
any such expenditures made prior to the Effective Time.

       

      “Capital
Stock”:  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the
foregoing.

       

      “Charge-Off”:  with
respect to any Covered Accrual Basis Asset, an amount equal to any reversal or
charge-off of the principal amount of such Covered Accrual Basis Asset
(including any write-down associated with a Replacement Covered Asset or a
Permitted Amendment, but excluding any reduction in principal to reflect a
principal payment actually received) effected in accordance with GAAP and
reflected in the accounting records of the Citigroup Ring-Fence Entities; provided, however, that: (a) in
no event shall the term Charge-Off include any reversal or charge-off of accrued
and unpaid interest; (b) no Charge-Off shall be taken with respect to any
anticipated expenditure by a Citigroup Ring-Fence Entity until such expenditure
is actually incurred; (c) any financial statement adjustment made in connection
with any future purchase, merger, consolidation or other acquisition of a
Citigroup Ring-Fence Entity shall not constitute a Charge-Off; (d) losses
incurred on any sale or other disposition of a Covered Accrual Basis Asset other
than any Permitted Disposition shall not constitute a Charge-Off; and (e) with
respect to any Covered Accrual Basis Asset modified in accordance with the FDIC
Mortgage Loan Modification Program, the “Charge-Off” shall be the amount (if
any) by which the Adjusted Baseline Value of such Covered Accrual Basis Asset
prior to the modification exceeds the net present value, calculated in
accordance with applicable accounting principles and discounted at the
Then-Current Interest Rate, of such Covered Accrual Basis Asset as
modified.  For the avoidance of doubt, no charge-off taken with
respect to any Covered MTM Asset shall constitute a “Charge-Off” for purposes of
this definition.

       

      “Citigroup”:  as
defined in the preamble hereto.

       

      “Citigroup
Deductible”:  $39,500,000,000 of Citigroup Quarterly Net Losses
that have not subsequently been reduced by any Recoveries or Gains pursuant to
Section 7.1, as such amount may be increased by the U.S. Federal Parties
pursuant to Section 5.2(e).

       

      “Citigroup Loan
Obligations”:  all obligations and liabilities of Citigroup to
FRBNY in connection with this Master Agreement, each other Program Document and
the FRBNY Loan, whether in respect of principal, interest, fees, expenses,
indemnities or otherwise.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      “Citigroup Loss
Account”:  an account acceptable to the U.S. Federal Parties
and designated by Citigroup to each of the U.S. Federal Parties in writing from
time to time.

       

      “Citigroup Non-Recourse
Obligations”:  collectively, the obligations of Citigroup to
(a) reimburse Treasury for any outstanding Treasury Advances pursuant to Section
7, (b) reimburse FDIC for any outstanding FDIC Advances pursuant to Section 7
and (c) repay the principal amount of the FRBNY Loan (other than with respect to
any mandatory prepayments of the FRBNY Loan required under Section
4.7(a)).

       

      “Citigroup Preferred
Stock”:  shares of Fixed Rate Cumulative Preferred Stock,
Series G, of Citigroup to be issued to Treasury and FDIC pursuant to (i) the
terms of that certain Securities Purchase Agreement dated as of the date hereof
between Citigroup, on the one hand, and Treasury and FDIC, on the other hand and
(ii) Section 5.2(e).

       

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

       

      “Citigroup Ring-Fence
Affiliate”:  each Affiliate of Citigroup that owns any Covered
Asset (it being understood that each such Affiliate shall be a U.S.
Person).  Each Citigroup Ring-Fence Affiliate shall be identified on
Schedule A hereto following the completion of the post-signing adjustments to
such schedule contemplated by Section 5.

       

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

       

      “Citigroup Ring-Fence Entity
Commitment Value”:  with respect to each Citigroup Ring-Fence
Entity Loan Commitment and Citigroup Ring-Fence Entity Wholly Unfunded
Commitment, the par value of such commitment as of the Effective Time less any allocable portion of
credit reserves with respect to such commitment as of the Effective Time (but
solely to the extent such credit reserves are not included in the Citigroup
Deductible).  Such value shall be set forth on Schedule A hereto for
each Citigroup Ring-Fence Entity Loan Commitment and each Citigroup Ring-Fence
Entity Wholly Unfunded Commitment.

       

      “Citigroup Ring-Fence Entity
Loan”:  any obligation to any Citigroup Ring-Fence Entity
evidenced by a Note.

       

      “Citigroup Ring-Fence Entity
Loan Collateral”:  any and all collateral securing a Citigroup
Ring-Fence Entity Loan, including without limitation, any accounts receivable,
inventory, property of any kind, whether real or personal (including but not
limited to equipment and other physical assets), and any contract and other
rights and interests of a Citigroup Ring-Fence Entity Loan Obligor pledged
pursuant to or otherwise subject to any Citigroup Ring-Fence Entity Loan
Collateral Document.

       

      “Citigroup Ring-Fence Entity
Loan Collateral Document”:  each deed of trust, mortgage,
assignment of production, security agreement, assignment of security interest,
personal guaranty, corporate guaranty, letter of credit, pledge agreement,
collateral agreement, loan agreement or other agreement or document, whether an
original or copy or whether similar to or different from those enumerated,
securing in any manner the performance or payment by any Citigroup Ring-Fence
Entity Loan Obligor of its obligations under any Note evidencing a Citigroup
Ring-Fence Entity Loan.

       

      “Citigroup Ring-Fence Entity
Loan Commitment”:  any commitment by a Citigroup Ring-Fence
Entity to make a further extension of credit or to make a further advance with
respect to any existing Covered Loan (including pursuant to any letter of credit
in effect prior to March 14, 2008).  The unfunded balance of each
Citigroup Ring-Fence Entity Loan Commitment as of the Effective Time shall be
set forth on Schedule A hereto.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
         

        “Citigroup Ring-Fence Entity
Loan Commitment Advance”:  any advance by a Citigroup
Ring-Fence Entity pursuant to a Citigroup Ring-Fence Entity Loan Commitment,
including the incremental funding of loan proceeds such as in the case of a
revolving credit loan or construction loan and drawings under any letter of
credit.

         

        “Citigroup Ring-Fence Entity
Loan Deficiency Balance”:  the remaining unpaid principal
balance of any Citigroup Ring-Fence Entity Loan after crediting to it the
proceeds of a foreclosure sale which occurred on or before the relevant date of
calculation, and for which the Redemption Period, if any, has
expired.  For purposes of this definition, “Redemption Period”
shall mean the applicable state statutory time period, if any, during which a
foreclosed owner may buy back foreclosed real property from the foreclosure sale
purchaser.

         

        “Citigroup Ring-Fence Entity
Loan Obligor”:  any obligor, guarantor or surety of any
Citigroup Ring-Fence Entity Loan or any other party liable for the performance
of obligations associated with any Citigroup Ring-Fence Entity
Loan.

         

        “Citigroup Ring-Fence Entity
Wholly Unfunded Commitment”:  any commitment (including letters
of credit) in effect prior to March 14, 2008 by a Citigroup Ring-Fence Entity to
make an extension of credit that was wholly unfunded as of the Effective Time
and is acceptable to each of the U.S. Federal Parties.  Each Citigroup
Ring-Fence Entity Wholly Unfunded Commitment shall be listed on Schedule A
hereto.

      

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

       

      “Contractual
Obligation”:  as to any Person, any obligation under any
security issued by such Person or any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is
bound.

       

      “Covered Accrual Basis
Assets”:  collectively, the Covered Assets that were not,
immediately prior to the Effective Time, reflected on the balance sheets of the
Citigroup Ring-Fence Entities at Fair Value.  “Covered Accrual Basis
Assets” shall include all Covered Assets that are not Covered MTM
Assets.

       

      “Covered Asset
Criteria”:  collectively, the requirements that each Covered
Asset (a) was owned by an Affiliate of Citigroup and included on its balance
sheet as of the Effective Time, (b) is not a Foreign Asset, (c) is neither an
equity security nor a security whose value is derived by reference to equity
securities, (d) was issued or originated prior to March 14, 2008, (e) does not
have Citigroup or any Affiliate thereof as an obligor (provided, that no
issuer of an asset-backed security that is a limited recourse special purpose
vehicle shall be deemed to be an “Affiliate” of Citigroup for purposes of this
clause (e) solely as a result of any economic interest of Citigroup or any of
its other Affiliates in such issuer arising from their ownership of any such
security), (f) is not guaranteed by any Governmental Authority pursuant to an
arrangement outside of this Master Agreement and (g) with respect to any
Replacement Covered Asset acquired subsequent to the FRBNY Funding Date, FRBNY
shall have an exclusive, first priority perfected security interest in such
Replacement Covered Asset (subject only to Permitted Liens) pursuant to Security
Documents satisfactory to FRBNY; provided, that clause
(a) shall not be applicable to any extension of credit made pursuant to a
Citigroup Ring-Fence Entity Wholly Unfunded Commitment.

       

      “Covered
Assets”:  collectively, those assets owned by Citigroup or any
of its Affiliates that are U.S. Persons that (a) satisfy the Covered Asset
Criteria, (b) are mutually agreed to by each of the U.S. Federal Parties
pursuant to Section 5 and (c) are identified on Schedule A
hereto.  “Covered Assets” shall include (i) any Replacement Covered
Assets permitted hereunder, (ii) Covered Assets as they may be amended or
otherwise modified pursuant to any Permitted Amendment and (iii) any extensions
of 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      credit
made pursuant to a Citigroup Ring-Fence Entity Wholly Unfunded Commitment that
otherwise satisfy the Covered Asset Criteria, but solely to the extent any such
extension of credit is made prior to the FRBNY Funding Date.  Schedule
A shall also identify, for each Covered Asset, any collateral, guarantor or
other credit support following the completion of the post-signing adjustments to
such schedule contemplated by Section 5.

       

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

       

      “Covered
Loss”:  as defined in Section 6.7.

       

      “Covered MTM
Assets”:  collectively, the Covered Assets that were,
immediately prior to the Effective Time, reflected on the balance sheets of the
Citigroup Ring-Fence Entities at Fair Value.

       

      “Default”:  any
of the events specified in Section 12.1 whether or not any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.

       

      “Default
Rate”:  with respect to any amount payable by Citigroup under
any Program Document (other than any Citigroup Non-Recourse Obligations), the
interest rate otherwise applicable to the FRBNY Loan plus 2.00%.

       

      “Disposition”:  with
respect to any property, any sale, assignment (excluding pledges or other
assignments for collateral purposes), conveyance, transfer or other disposition
thereof.  The terms “Dispose” and “Disposed of” shall
have correlative meanings.

       

      “Dollar
Equivalent”:  with respect to any amount denominated in a
currency other than Dollars, on the relevant date of determination, the rate at
which such currency may be exchanged into Dollars as set forth at approximately
11:00 a.m. (New York City time) on such date on the Reuters World Currency Page
for such currency; provided that, if
such rate is not available from Reuters at such time, the Dollar Equivalent will
be determined by reference to another publicly available service for displaying
exchange rates to be agreed by the U.S. Federal Parties and
Citigroup.

       

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

       

      “Effective
Time”:  (a) with respect to each Covered Asset that was
identified as such to the U.S. Federal Parties by November 23, 2008, the close
of business on November 21, 2008 and (b) with respect to each other Covered
Asset, the close of business on January 15, 2009.

       

      “ERISA”:  the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor thereto.

       

      “ERISA
Affiliate”:  any trade or business (whether or not
incorporated) that, together with Citigroup, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

       

      “ERISA
Event”:  (a) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived), (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan, (d) the incurrence by Citigroup or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan,
(e) the receipt by Citigroup or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (f) the 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      incurrence
by Citigroup or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the
receipt by Citigroup or any ERISA Affiliate of any notice concerning the
imposition of Withdrawal Liability or a determination that any Multiemployer
Plan is, or is reasonably expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA.

       

      “Event of
Default”:  any of the events specified in Section 12.1; provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

       

      “Excess Recoveries or
Gains”:  for any Calendar Quarter, the amount (if any) by which
(a) the sum of all Recoveries and Gains realized by the Citigroup Ring-Fence
Entities on all Covered Assets in such Calendar Quarter exceeds (b) the Losses
incurred by the Citigroup Ring-Fence Entities on all Covered Assets in such
Calendar Quarter.

       

      “Exchange
Asset”:  any asset acquired by a Citigroup Ring-Fence Entity in
connection with the full or partial satisfaction of amounts payable to such
Citigroup Ring-Fence Entity in respect of a Covered Asset or received as
consideration for the Disposition of a Covered Asset to a third party (other
than Citigroup or any of its Affiliates); provided such
acquisition is permitted under the Governance and Asset Management
Guidelines.

       

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

       

      “Executive Compensation
Guidelines”:  Exhibit C hereto (as the same may be amended,
supplemented, restated, replaced or otherwise modified from time to time with
the prior written consent of Treasury, acting on behalf of each of the U.S.
Federal Parties after consultation with FRBNY and FDIC).

       

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

       

      “FDIC”:  as
defined in the preamble hereto.

       

      “FDIC Advance”: as
defined in Section 3.1.

       

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

       

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

       

      “Foreclosure
Loss”:  any loss (calculated in the form and in accordance with
the methodology specified in Exhibit H) realized when a Citigroup Ring-Fence
Entity completes the foreclosure on a Covered Loan and realizes final recovery
on any collateral securing such Covered Loan through liquidation and recovery of
all insurance proceeds.

       

      “Foreign
Asset”:  any of the following:

       

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

       

      (b) any
loan with an obligor that is not a U.S. Person, unless (i) the parent of such
obligor is a U.S. Person, and such parent, directly or by virtue of a guarantee,
is jointly and severally liable for, the entire amount of the loan and (ii) the
decision to extend the loan was made on the basis of such parent’s
creditworthiness; or

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      (d) any
loan that is secured by either (i) obligations of non-U.S. Persons and/or
non-residential real property located outside of the United States, the
aggregate value of which is more than 15% of the total value of all assets
securing such loan or (ii) any residential real property located outside of the
United States; or

       

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

       

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

       

      (g) any
asset-backed security that is secured by ultimate underlying assets that are
obligations of non-U.S. Persons, the aggregate value of which is more than 15%
of the total value of all ultimate underlying assets securing such security
(whether or not such security is issued by a U.S. Person) which calculation may
be determined on the basis of the prospectus or other offering document to the
extent the information is contained therein; or

       

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

       

      (i) (A) a U.S. Person is a co-issuer of
such security and the holders of such security have recourse solely to the
ultimate underlying assets securing such security for payment and (B) such
security is held through a securities intermediary; or

       

      (ii) such security is secured by
ultimate underlying assets that are obligations of U.S. Persons, the aggregate
value of which is more than 85% of the total value of all ultimate underlying
assets securing such security, which may be determined on the basis of the
prospectus or other offering document pursuant to which such security was sold
to the extent the information is contained therein.

       

      For purposes of this Master Agreement,
the issuer of a security shall be deemed to be a U.S. Person, if (A) it is
identified by a Bloomberg country code of “US” or (B) if no Bloomberg country
code is available, an Intex country code of “United States” (or, in the case of
either (A) or (B), any successor designations or services).  In
the case of any ultimate underlying asset that secures an asset-backed security
and which asset is a credit default swap or similar derivative instrument (a
“synthetic
asset”), it is understood and agreed that such synthetic asset shall be
treated for purposes of clause (g) of this definition as an obligation of a U.S.
Person if and only if the reference obligation referred to therein is an
obligation of a U.S. Person, without regard to any collateral securing such
synthetic asset and without regard to the domicile of the counterparty to such
synthetic asset.

       

      For
purposes of this Master Agreement, the test of whether any loan is a “Foreign
Asset” pursuant to clauses (b), (c) or (d) shall be made once as of the
Effective Time or, if such loan becomes a Covered Asset subsequent to such time,
the date on which it becomes a Covered Asset.  For the avoidance of
doubt, it is understood and agreed that any loan to a foreign national who is a
U.S. resident shall not be deemed to be a “Foreign Asset” under clause (c) of
this definition.

       

      “FRBNY”:  as
defined in the preamble hereto.

       

      “FRBNY Available
Amount”:  for purposes of calculating the amount of the
one-time FRBNY Loan to be made by FRBNY on the FRBNY Funding Date: (a) the sum
of the Adjusted Baseline Values of all Covered Assets as of the end of the most
recently completed Calendar Quarter prior to the FRBNY Funding Date less (b) the principal amount
of the FRBNY Loan that would otherwise be subject to immediate prepayment by
Citigroup pursuant to Section 4.7(a), which amount (b) shall be calculated as
10% of the excess of (i) the Citigroup Quarterly Net Loss corresponding to the
Covered Loss giving rise 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      to the
funding of the FRBNY Loan over (ii) the dollar amount equal to (A) the amount of
such Covered Loss funded by any Treasury Advance and/or FDIC Advance divided by
(B) 0.90.

       

      “FRBNY Funding
Date”:  the Business Day specified by Citigroup in the
Borrowing Request it delivers to FRBNY pursuant to Section 4.2; provided, that such
date shall be no earlier than 20 calendar days and no later than 30 calendar
days following FRBNY’s receipt of such Borrowing Request; and provided, further, that such
date shall in no event be later than the FRBNY Outside Date.

       

      “FRBNY Information”:
as defined in 13.16.

       

      “FRBNY
Loan”:  as defined in Section 4.1.

       

      “FRBNY Outside
Date”:  60 calendar days after the end of the Calendar Quarter
in which the Citigroup Ring-Fence Entities first incur a Covered Loss that is
eligible for FRBNY funding under Section 4.1.

       

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

       

      “Gains”:  as
defined in Section 6.5.

       

      “Governance and Asset
Management Guidelines”:  Exhibit B hereto (as the same may be
amended, supplemented, restated, replaced or otherwise modified from time to
time with the prior written consent of each of the U.S. Federal
Parties).

       

      “Governmental
Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization.

       

      “Hedge
Agreement”:  any agreement in respect of a transaction which
(i) is a swap option, basis swap, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, currency option, credit protection transaction, credit swap,
credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction,
buy/sell-back transaction, securities lending transaction, weather index
transaction or forward purchase or sale of a security, commodity or other
financial instrument or interest (including any futures or options with respect
to any of these transactions) or (ii) which is a type of transaction that is
similar to any transaction referred to in clause (i) above that is currently, or
in the future becomes, recurrently entered into in the financial markets
(including terms and conditions incorporated by reference in such agreement) and
which is a forward, swap, future, option or other derivative on one or more
currencies, commodities, equity securities or other equity instruments, debt
securities or other debt instruments, economic, financial or pricing indices or
measures of economic, financial or pricing risk or value, other benchmarks
against which payments or deliveries are to be made or any combination of these
transactions; provided, that for
the avoidance of doubt, “Hedge Agreement” shall not include any agreement of a
type described in clauses (i) or (ii) that is designed to protect against
fluctuations in interest rate.

       

      “Hedging
Proceeds”:  (a) the sum of all amounts paid or payable to or
for the account of any Citigroup Ring-Fence Entity (without regard to whether
such amounts are received prior to, contemporaneously with, or after any Loss in
respect of any Covered Asset) in respect of any Hedge Agreement (provided such Hedge
Agreement was entered into with respect to a Covered Asset following the
incurrence by the Citigroup Ring-Fence Entities, on a cumulative basis, of an
amount of Citigroup Quarterly Net Losses equal to or greater than the Citigroup
Deductible); less (b)
the amount of actual, 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      reasonable
and necessary out-of-pocket expenses paid to third parties (other than Citigroup
or any of its Affiliates) by any Citigroup Ring-Fence Entity as permitted by the
Governance and Asset Management Guidelines to put such Hedge Agreements in place
or unwind any such Hedge Agreements.

       

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

       

      “Information”:  as
defined in Section 13.16.

       

      “Initial Installment
Balance”:  an amount equal to the product of the FRBNY
Available Amount times a fraction the numerator of which is the sum of the
Adjusted Baseline Values of all Non-Residential Covered Assets and whose
denominator is the sum of the Adjusted Baseline Values of all Covered
Assets.

       

      “Installment
Balance”:  the Initial Installment Balance less all amounts
payable in respect of such balance under Section 4.7, Section 7.2 and Section
7.6 hereof.

       

      “Installment Due
Date”:  November 20, 2013; provided that the
Installment Due Date may be extended, in FRBNY’s sole discretion, by successive
periods of one year (but in no event beyond the Maturity Date).

       

      “Interest Payment
Date”:  (a) the last day of each Interest Period applicable to
the FRBNY Loan, (b) the Installment Due Date, as to the Installment Balance as
of such date (c) the Maturity Date and (d) the date of any prepayment of the
FRBNY Loan, as to the amount prepaid.

       

      “Interest
Period”:  (a) in the case of the first Interest Period for the
FRBNY Loan, the period commencing on the FRBNY Funding Date and ending on the
last day of the Calendar Quarter in which the FRBNY Funding Date occurs and (b)
thereafter, the period commencing on the first day of each subsequent Calendar
Quarter and ending on the last day of such Calendar Quarter; provided that (i) any
Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next preceding Business Day and (ii) no Interest Period shall
extend beyond the Maturity Date.

       

      “Lien”:  any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having substantially the same economic effect as
any of the foregoing).

       

      “Loss”:  as
defined in Section 6.3.

       

      “Loss
Claim”:  a duly completed certificate substantially in the form
of Exhibit D hereto executed by a Responsible Officer of Citigroup.

       

      “Loss Coverage
Period”:  the period commencing at the Effective Time and
ending on (a) November 20, 2013, with respect to any Non-Residential
Covered Asset and (b) November 20, 2018, with respect to any Residential
Covered Asset.

       

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

       

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

       

      “Material Adverse
Effect”:  (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of Citigroup;
(b) a material impairment of the rights and remedies of any of the 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      U.S.
Federal Parties under any Program Document, or of the ability of any Citigroup
Ring-Fence Entity to perform its obligations under any Program Document to which
it is a party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any of the Citigroup Ring-Fence
Entities of any Program Document to which it is a party.

       

      “Maturity
Date”:  The Loss Coverage Period Outside Date; provided, that the
Maturity Date may be extended, in FRBNY’s sole discretion, by one
year.

       

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

       

      “Non-Residential Covered
Asset”: any Covered Asset other than a Residential Covered
Asset.  Each Covered Asset that is a Non-Residential Covered Asset
shall be identified as such on Schedule A hereto.

       

      “Note”: any promissory
note, loan agreement, shared credit or participation agreement, intercreditor
agreement, letter of credit, reimbursement agreement, draft, bankers’
acceptance, transmission system confirmation of transaction or other evidence of
indebtedness of any kind (including loan histories, affidavits, general
collection information, correspondence and comments pertaining to such
obligation).

       

      “Overnight Index Swap
Rate”:  for any Interest Period, the rate per annum equal to
the closing rate for overnight indexed swaps having a term of 3 months published
by Bloomberg two Business Days prior to the first day of such Interest Period;
provided that
if such rate is not available at such time from Bloomberg, such rate shall be
the rate per annum equal to the average midpoint (calculated by FRBNY) of the
rates for overnight indexed swaps having a term of 3 months quoted by three
financial institutions designated by FRBNY and notified to Citigroup one
Business Day prior to the first day of such Interest Period.

       

      “PBGC”:  the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA (or any successor).

       

      “Permitted
Amendment”:  with respect to any Covered Asset, any amendment,
modification, renewal or extension thereof, or any waiver of any term, right, or
remedy thereunder, made by a Citigroup Ring-Fence Entity in good faith and
otherwise in accordance with the FDIC Mortgage Loan Modification Program (to the
extent applicable) and the Governance and Asset Management Guidelines, provided that the securities, obligations, or other
instruments evidencing such Covered Asset originated or issued prior to March
14, 2008 continue in effect.

      


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

       

      “Permitted
Liens”:  (a) Liens granted by the Citigroup Ring-Fence Entities
to FRBNY pursuant to any Security Document, (b) Liens for taxes that are not yet due and
payable or that are being contested in good faith by appropriate proceedings
diligently conducted for which appropriate reserves have been established in
accordance with GAAP and (c) Liens created, incurred, assumed or
otherwise existing with the written consent of FRBNY.

       

      “Person”:  an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

       

      “Plan”:  any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      of which
Citigroup or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.

       

      “Post Coverage Period
Loss”:  any loss that would otherwise qualify as a “Loss”
hereunder but for the fact that such loss is incurred by a Citigroup Ring-Fence
Entity after the Loss Coverage Period.

       

      “Program
Documents”:  this Master Agreement, the Security Documents, the
Governance and Asset Management Guidelines, the Executive Compensation
Guidelines, the Accession Agreement and any amendment, waiver, supplement or
other modification to any of the foregoing permitted hereunder.

       

      “Quarterly Advance
Date”:  with respect to any Covered Loss realized by the
Citigroup Ring-Fence Entities in any Calendar Quarter during the Loss Coverage
Period, the 30th
calendar day following the receipt by Treasury or FDIC (as applicable) of a Loss
Claim from Citigroup; provided that if such
day is not a Business Day, the “Quarterly Advance
Date” shall be the next succeeding Business Day.

       

      “Recoveries”:  as
defined in Section 6.4.

       

      “Recovery
Expenses”:  for any period, the amount of actual, reasonable
and necessary out-of-pocket expenses (including Capitalized Expenditures) paid
to third parties (other than Citigroup or any of its Affiliates) by any
Citigroup Ring-Fence Entity as permitted by the Governance and Asset Management
Guidelines to recover amounts owed with respect to any Covered Asset as to which
a Loss was incurred prior to the relevant Termination Date with respect to the
Covered Asset (provided that such
amounts were incurred no earlier than the date the Loss on such Covered Asset
was reflected on the accounting records of such Citigroup Ring-Fence Entity);
provided that “Recovery Expenses” shall not
include for the relevant Covered Asset any expenses in excess of $200,000
related to environmental conditions, including but not limited to, remediation,
storage or disposal of any hazardous or toxic substance or any pollutant or
contaminant (but excluding costs incurred in order to assess the
presence, storage or release of any hazardous or toxic substance, or any
pollutant or contaminant with respect to the collateral securing a Covered Asset
that has been fully or partially charged-off (including the costs of consultants
retained in connection with such assessment)), unless such expenses are specifically
authorized, with prior timely notice to and approval by, the U.S. Federal
Parties; and provided, further that
“Recovery Expenses” shall in no event include any expenses incurred by any
Citigroup Ring-Fence Entity prior to the Effective Time or any of the items
identified on Exhibit J.

       

      “Regulation
U”:  Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.

       

      “Related
Parties”:  with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents, advisors,
and controlling persons of such Person and such Person’s
Affiliates.

       

      “Replacement Covered
Asset”:  any Exchange Asset acquired by a Citigroup Ring-Fence
Entity subsequent to the Effective Time that satisfies the Covered Asset
Criteria (other than clause (a) thereof).  A “Replacement Covered
Asset” may include any of the following (including any of the following fully or
partially charged off on the books and records of any Citigroup Ring-Fence
Entity): (a) all interests in real estate including but not limited to
min­eral rights, lease­­­hold rights, condominium and
cooperative interests, air rights and development rights and (b) any other
assets, including (i) all rights, powers, liens or security interests of any
Citigroup Ring-Fence Entity in or under any Citigroup Ring-Fence Entity Loan
Collateral Document, (ii) any judgment founded upon any Note evidencing a
Citigroup Ring-Fence Entity Loan to the extent attributable thereto and any lien
arising therefrom, (iii) any

       

      
        
          
          

        

        
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       executory
contract with a third party to convey real property and the real property which
is subject to such executory contract included in any Citigroup Ring-Fence
Entity Loan Collateral, (iv) any lease and the related leased property included
in any Citigroup Ring-Fence Entity Loan Collateral and (v) all right, title and
interest in and to any Citigroup Ring-Fence Entity Loan Deficiency
Balance.

       

      “Requirement of
Law”:  as to any Person, the organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

       

      “Residential Covered
Asset”: any Covered Asset consisting either of (a) a loan secured solely
by residential real estate consisting of one-to-four family dwellings or the
stock of cooperative housing corporations or (b) a security that is secured by
residential real estate consisting of one-to-four family dwellings or the stock
of cooperative housing corporations, the aggregate value of which is more than
85% of the total value of all assets securing such security; provided that if the Collateral Composition page
on Bloomberg for such security indicates that more than 85% of the balance of
the mortgaged properties securing such security are designated “single family”,
“2-4 family”, “condominium” or “PUD”, then such security shall be deemed to be a
Residential Covered Asset pursuant to this clause (b).  Each
Covered Asset that is a Residential Covered Asset shall be identified as such on
Schedule A hereto.

       

      “Responsible
Officer”:  with respect to Citigroup, its Chairman of the
Board, its Chief Executive Officer, its President, any Senior Vice President,
the Chief Financial Officer, any Vice President, the Treasurer or any other
officer (a) who has the power to take or delegate the taking of the action in
question and has been so authorized, directly or indirectly, by the board of
directors, (b) working under the direct supervision or the delegated authority
of any such Chairman of the Board, Chief Executive Officer, President, Senior
Vice President, Chief Financial Officer, Vice President or Treasurer or (c)
whose responsibilities include the administration of the transactions and
agreements contemplated by this Master Agreement and the other Program Documents
and the Covered Assets.

       

      “Schedule
A”:  the schedule designated as such by Citigroup and delivered
by Citigroup to each of the U.S. Federal Parties as of the date hereof in the
form of (a) a DVD and (b) a summary chart entitled “Summary of $301 Billion
Ring-Fenced Assets”, together with a certificate from the Controller and Chief Accounting
Officer of Citigroup to the effect that the contents of such schedule
match the contents of the draft of such schedule reviewed and verified by the
U.S. Federal Parties immediately prior to the execution of this Master Agreement
on the date hereof.  The contents of Schedule A shall be amended from
time to time to include Replacement Covered Assets or extensions of credit made
pursuant to a Citigroup Ring-Fence Entity Wholly Unfunded Commitment, or to
reflect any additions thereto or eliminations therefrom pursuant to Section 5 or
otherwise in accordance with this Master Agreement.  The form of
Schedule A may be amended from time to time as the parties hereto may mutually
agree.

       

      “Security and Guaranty
Agreement”:  the Security and Guaranty Agreement, to be entered
into among Citigroup, certain Affiliates of Citigroup identified therein and
FRBNY substantially in the form of Exhibit A.

       

      “Security
Documents”:  the collective reference to the Security and
Guaranty Agreement and all other security documents hereafter delivered to FRBNY
granting a Lien on any property of Citigroup Ring-Fence Entities to secure the
Citigroup Loan Obligations.

       

      “Short-Sale Loss”
means any loss (calculated in the form and in accordance with the methodology
specified in Exhibit G) resulting from any Citigroup Ring-Fence Entity’s
agreement with a mortgagor to accept a payoff in an amount less than the balance
due on any Covered Loan that is a Residential Covered Asset.

       

      
        
          
          

        

        
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      “Termination
Date”:  with respect to any Covered Asset, the earliest of
(a) the date of prepayment or redemption of such Covered Asset in full,
(b) the final maturity date of such Covered Asset, (c) the date such
Covered Asset is liquidated, sold in a Permitted Disposition or is otherwise
discharged in full and (d)(i) November 20, 2013, if such Covered Asset is a
Non-Residential Covered Asset and (ii) November 20, 2018, if such Covered
Asset is a Residential Covered Asset.

       

      “Then-Current Interest
Rate”:  the most recently published Freddie Mac survey rate for
30-year fixed-rate loans.

       

      “Treasury”:  as
defined in the preamble hereto.

       

      “Treasury Advance”: as
defined in Section 2.1.

       

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

       

      “United
States”:  the United States of America.

       

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

       

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

       

      “U.S.
Person”:  a Person organized or existing under the laws of the
United States, any state thereof, the District of Columbia, or any territory
thereof.  It is understood and agreed that “U.S. Person” shall include
any branch of a Citigroup Ring-Fence Entity that is a depository institution and
a U.S. Person regardless of where such branch is located.

       

      “Withdrawal
Liability”:  to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

       

      1.2           Other Definitional
Provisions.  (a)  Unless otherwise specified, all
terms defined in this Master Agreement shall have the same meanings when used in
the other Program Documents or any certificate or other document made or
delivered pursuant hereto or thereto.

       

      (b)           As
used herein and in the other Program Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms
shall have the respective meanings given to them under GAAP (except as otherwise
provided herein), (ii) the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in
respect of or suffer to exist (and the words “incurred” and “incurrence” shall
have correlative meanings), (iv) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and (v)
references to agreements or other Contractual Obligations shall, unless
otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time
to time, or any successor or replacement agreement which may be entered into
from time to time.

       

      (c)           The
words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Master Agreement, shall refer to this Master Agreement as a whole and
not to any particular provision of this Master Agreement, and Section, Schedule
and Exhibit references are to this Master Agreement unless otherwise
specified.

       

      
        
          
          

        

        
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      (d)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

       

      SECTION
2.  TREASURY ADVANCES

       

      2.1           Treasury
Advances.  Subject to the terms and conditions hereof and the
Governance and Asset Management Guidelines, in the event that the Citigroup
Ring-Fence Entities incur a Covered Loss in any Calendar Quarter during the Loss
Coverage Period, Treasury agrees to advance to Citigroup in Dollars (each such
advance, a “Treasury
Advance”) on the related Quarterly Advance Date an amount equal to such
Covered Loss; provided, that in no
event shall any Treasury Advance exceed the Treasury Available
Amount.

       

      2.2           Procedure for Treasury
Advances.  ii)  Each Treasury Advance shall be made
following delivery of a Loss Claim to Treasury (with a copy to each of the other
U.S. Federal Parties).  Each such Loss Claim must be received by
Treasury not later than 5 p.m. New York City time 30 calendar days following the
end of the applicable Calendar Quarter (or if such day is not a Business Day,
the next succeeding Business Day).  

       

      (b)           Subject
to the Governance and Asset Management Guidelines and the satisfaction of the
conditions specified in Section 10.1, Treasury shall make the proceeds of each
Treasury Advance available to Citigroup in an amount equal to such Covered Loss
specified in the applicable Loss Claim (or such lesser amount as may be
available under Section 2.1) not later than 5 p.m. New York City time on the
relevant Quarterly Advance Date by wire transfer or credit in immediately
available funds to the Citigroup Loss Account.

       

      2.3           Reimbursement of Treasury
Advances.  Each Treasury Advance shall be reimbursed by
Citigroup in accordance with (and to the extent provided in) Section
7.  Any amounts so reimbursed shall be available for further Treasury
Advances in accordance with Section 7.

       

      SECTION
3.  FDIC ADVANCES

       

      3.1           FDIC
Advances.  Subject to the terms and conditions hereof and the
Governance and Asset Management Guidelines, including the condition that there
then shall be $5,000,000,000 of outstanding Treasury Advances as required under
Section 10.2(b), in the event that the Citigroup Ring-Fence Entities incur a
Covered Loss in any Calendar Quarter during the Loss Coverage Period, FDIC
agrees to advance to Citigroup in Dollars (each such advance, an “FDIC Advance”) on the
related Quarterly Advance Date an amount equal to the portion of such Covered
Loss that exceeds the Treasury Available Amount (taking into account any
Treasury Advance made on such Quarterly Advance Date); provided, that in no
event shall any FDIC Advance exceed the FDIC Available Amount.

       

      3.2           Procedure for FDIC
Advances.  (a)  Each FDIC Advance shall be made
following delivery of a Loss Claim to FDIC (with a copy to each of the other
U.S. Federal Parties).  Each such Loss Claim must be received by FDIC
not later than 5 p.m. New York City time 30 calendar days following the end of
the applicable Calendar Quarter (or if such day is not a Business Day, the next
succeeding Business Day).

       

      (b)           Subject
to the Governance and Asset Management Guidelines and the satisfaction of the
conditions specified in Section 10.2, FDIC shall make the proceeds of each FDIC
Advance available to Citigroup in an amount equal to such Covered Loss specified
in the applicable Loss Claim (or such lesser amount as may be available under
Section 3.1) not later than 5 p.m. New York City time on the relevant Quarterly
Advance Date by wire transfer or credit in immediately available funds to the
Citigroup Loss Account.

       

      
        
          
          

        

        
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      3.3           Reimbursement of FDIC
Advances.  Each FDIC Advance shall be reimbursed by Citigroup
in accordance with (and to the extent provided in) Section 7.  Any
amounts so reimbursed shall be available for further FDIC Advances in accordance
with Section 7.

       

      SECTION
4.  FRBNY LOAN

       

      4.1           FRBNY
Loan.  Subject to the terms and conditions hereof and the
Governance and Asset Management Guidelines, including the condition that there
then shall be $5,000,000,000 of outstanding Treasury Advances and
$10,000,000,000 of outstanding FDIC Advances as required under Sections 10.3(b)
and 10.3(c), in the event that the Citigroup Ring-Fence Entities incur a Covered
Loss in any Calendar Quarter during the Loss Coverage Period and as a result
thereof the Citigroup Ring-Fence Entities’ aggregate cumulative Covered Losses
exceed $15,000,000,000, FRBNY agrees to make a single term loan (the “FRBNY Loan”) to
Citigroup in Dollars on the FRBNY Funding Date in an amount equal to the FRBNY
Available Amount; provided, that unless
the FRBNY Funding Date shall occur on or prior to the FRBNY Outside Date, FRBNY
shall have no obligation to make the FRBNY Loan hereunder.  Amounts
borrowed by Citigroup under this Section 4.1 and repaid or prepaid may not be
reborrowed and any obligation of FRBNY to advance funds to Citigroup under this
Master Agreement shall terminate upon FRBNY’s funding of the FRBNY
Loan.

       

      4.2           Procedure for
Borrowing.  (a)  The FRBNY Loan shall be made
following delivery of a Borrowing Request to FRBNY (with a copy to each of the
other U.S. Federal Parties).  Such Borrowing Request must be received
by FRBNY not later than 5 p.m. New York City time 20 calendar days prior to the
FRBNY Funding Date.

       

      (b)           Subject
to the Governance and Asset Management Guidelines and the satisfaction of the
conditions specified in Section 10.3, FRBNY shall make the proceeds of the FRBNY
Loan available to Citigroup not later than 5 p.m. New York City time on the
FRBNY Funding Date by wire transfer or credit in immediately available funds to
the Citigroup Loss Account.

       

      (c)           FRBNY
may maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of Citigroup to FRBNY resulting from the FRBNY Loan,
including the amounts of principal and interest payable and paid to FRBNY from
time to time hereunder; provided that the
failure of FRBNY to maintain such accounts or any error therein shall not in any
manner affect the obligation of Citigroup to repay the FRBNY Loan in accordance
with the terms of this Master Agreement.

       

      4.3           Repayment of
Loan.  Citigroup shall repay the outstanding principal amount
of the FRBNY Loan (together with accrued and unpaid interest thereon as provided
in Section 4.4) in two installments on the Installment Due Date and on the
Maturity Date.  The Installment Balance (together with accrued and
unpaid interest thereon) shall be due and payable on the Installment Due Date
and the remaining balance of the FRBNY Loan (together with accrued and unpaid
interest thereon) shall be due and payable on the Maturity Date.

       

      4.4           Interest
Rate. (a)  Subject to clause (b) below, the FRBNY Loan
shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Overnight Index Swap Rate for
such Interest Period plus 3.00%.  Interest on the FRBNY Loan shall
accrue on the outstanding principal amount thereof from and including the FRBNY
Funding Date to but excluding the Maturity Date and shall be payable in arrears
on each Interest Payment Date.

       

      (b)           If
any amount payable by Citigroup under any Program Document (other than any
Citigroup Non-Recourse Obligation) is not paid when due (without regard to any
applicable grace period), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent


       

      
        
          
          

        

        
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      permitted
by applicable laws.  Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon
demand.

       

      4.5           Computation of Interest and
Net Payment Amounts.  (a)  Interest payable pursuant
hereto shall be calculated by FRBNY on the basis of a 365-day year for the
actual days elapsed.  

       

      (b)           Each
determination of the interest rate and each calculation of the amount of
interest, in each case by FRBNY pursuant to any provision of this Master
Agreement, shall be conclusive and binding on Citigroup and FRBNY in the absence
of manifest error.

       

      4.6           Voluntary
Prepayments.  Citigroup may at any time or from time to time
voluntarily prepay the FRBNY Loan in whole in cash without premium or penalty
upon notice to FRBNY provided not later than 5 p.m. New York City time two
Business Days prior to the date of prepayment.  Citigroup may make a
partial voluntary prepayment of the FRBNY Loan only with the consent of, and on
terms and conditions (including the allocation of such prepayment as between the
Installment Balance and the remaining balance of the FRBNY Loan) agreed to by,
FRBNY in its sole discretion.  Any voluntary prepayment of the FRBNY
Loan shall be accompanied by all accrued interest on the amount
prepaid.

       

      4.7           Mandatory
Prepayments.  (a)  In the event that any Citigroup
Ring-Fence Entity incurs a Loss or a Post Coverage Period Loss in any Calendar
Quarter in which the FRBNY Loan is
outstanding, Citigroup shall prepay a principal amount of the FRBNY Loan
equal to 10% of such Loss or Post Coverage Period Loss (as applicable) within 30
calendar days after the end of the applicable Calendar Quarter.  Any
mandatory prepayment of the FRBNY Loan shall be accompanied by all accrued
interest on the amount prepaid.  For the avoidance of doubt, Citigroup
shall not be required to make any prepayment under this Section 4.7(a) with
respect to any Loss taken into account in determining the FRBNY Available Amount
pursuant to clause (b) of the definition of such term.

       

      (b)           Prepayments
made under this Section 4.7 shall be allocated to the Installment Balance in
proportion to the fraction of the FRBNY Loan represented by such Installment
Balance as of the date of prepayment.

       

      (c)           Citigroup
shall also prepay the FRBNY Loan in accordance with (and to the extent provided
in) Section 7.

       

      4.8           Payments
Generally.  All payments to be made by Citigroup in respect of
the FRBNY Loan shall be made in such amounts, without set-off or counterclaim,
as may be necessary in order that every such payment (after deduction or
withholding for or on account of any present or future taxes, levies, imposts,
duties or other charges of whatever nature imposed by the jurisdiction in which
Citigroup is organized or any political subdivision or taxing authority therein
or thereof) shall not, as a result of any such deductions or withholdings, be
less than the amounts otherwise specified to be paid under this Master
Agreement.  All payments in respect of the FRBNY Loan will be made by
Citigroup without any deduction or withholding for or on account of any tax
unless such deduction or withholding is required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, then in
effect.

       

      SECTION
5.  COVERED ASSETS AND POST-SIGNING CONFIRMATION PROCESS

       

      5.1           Covered
Assets.  Subject to the terms and conditions of this Master
Agreement, the U.S. Federal Parties shall provide loss protection (or financing,
as applicable) only with respect to the Covered Assets determined in accordance
with this Section 5.  In no event shall the coverage or financing
under this Master Agreement be available with respect to any asset removed from
Schedule A pursuant to Section 5.2 or 5.3.  

       

      
        
          
          

        

        
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      5.2           Post-Signing Confirmation
Process.  (a)  Not
later than the 90th
calendar day after the date hereof, Citigroup shall prepare and deliver to the
U.S. Federal Parties an updated Schedule A hereto setting forth in complete and
final form the information required to be provided on such schedule (including,
for the avoidance of doubt, any necessary changes to  Baseline
Values).  Each of the U.S. Federal Parties shall review the updated
schedule and Citigroup hereby agrees that the U.S. Federal Parties shall have
the right, within 120 calendar days after receipt of such updated schedule, to
object to any of the following: (i) the inclusion of any asset on Schedule A
purporting to be a Covered Asset on grounds that such asset fails to meet one or
more of the Covered Asset Criteria or that such Covered Asset is listed more
than once on Schedule A; (ii) the identification of any Covered Asset on
Schedule A as either a Residential Covered Asset or a Non-Residential Covered
Asset on grounds that such asset was improperly categorized; (iii) the Baseline
Value assigned to any Covered Asset on grounds that such amount was improperly
calculated pursuant to the terms and conditions hereof; (iv) the inclusion of
any Citigroup Ring-Fence Entity Wholly Unfunded Commitment on Schedule A hereto
on grounds that such commitment fails to satisfy the definition of “Citigroup
Ring-Fence Entity Wholly Unfunded Commitment”; (v) the Citigroup Ring-Fence
Entity Commitment Value assigned to any Citigroup Ring-Fence Entity Loan
Commitment or Citigroup Ring-Fence Entity Wholly Unfunded Commitment set forth
on Schedule A on grounds that such value was improperly determined; or (vi) the
inclusion of Covered Assets the aggregate Baseline Values of which, when taken
together with the aggregate Baseline Values of all other Covered Assets and the
Citigroup Ring-Fence Entity Commitment Values of all the Citigroup Ring-Fence
Entity Loan Commitments and Citigroup Ring-Fence Entity Wholly Unfunded
Commitments, exceed $301,000,000,000; in each case by delivering
written notice of their objections to Citigroup and proposing amendments to
Schedule A (any such objection, a “U.S. Federal
Objection”).

       

      (b)           Citigroup
shall review any U.S. Federal Objection in good faith.  Within 30
calendar days of its receipt of any U.S. Federal Objection, Citigroup shall
deliver a notice to the U.S. Federal Parties either accepting such U.S. Federal
Objection or disagreeing with such U.S. Federal Objection and specifying the
nature of its disagreement.  If Citigroup fails to deliver a notice of
disagreement within 30 calendar days of its receipt of any U.S. Federal
Objection, it shall be deemed to have accepted such U.S. Federal Objection and
to have consented to any amendment of Schedule A proposed in such U.S. Federal
Objection.

       

      (c)           Each
of the U.S. Federal Parties and Citigroup shall seek to resolve any U.S. Federal
Objection expeditiously and in good faith.  Citigroup shall provide
the U.S. Federal Parties with access to such books, records, working papers and
employees as the U.S. Federal Parties may request in connection with the
resolution of any U.S. Federal Objection.  If the parties reach
agreement with respect to any U.S. Federal Objection, they shall amend Schedule
A to reflect such agreement.  If the parties are unable to resolve any
U.S. Federal Objection within 30 calendar days of commencing good faith
negotiations, the U.S. Federal Objection shall prevail and Schedule A shall be
amended consistent with such U.S. Federal Objection.

       

      (d)           If as a consequence of either (x)
any necessary changes to the Baseline Value or (y) any U.S. Federal Objection that
results in an amendment to
Schedule A that removes assets listed as “Covered Assets” or otherwise
decreases the aggregate Baseline Value thereof, the aggregate Baseline
Value of all Covered Assets
is reduced, then within 30
calendar days after such amendment, Citigroup shall have the right to
substitute or add, as the case may be, new assets that qualify as Covered Assets
up to the amount of any such decrease; provided such assets are acceptable to the U.S.
Federal Parties acting in good faith; and provided, further, that such decrease does not result
from a U.S. Federal Objection pursuant to Section 5.2(a)(iii) or
(vi).  Following any such substitution or addition of new assets, such
assets shall be subject to this Master Agreement and shall be deemed to be
“Covered Assets” in all respects.

       

      (e)           The
Citigroup Deductible and the number of shares of Citigroup Preferred Stock to be
issued to Treasury and FDIC in connection with the transactions contemplated
hereby were 

       

      
        
          
          

        

        
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      determined
on the basis of the U.S. Federal Parties’ respective assessments of the risks
associated with the Covered Assets included in Schedule A (including through a
preliminary actuarial analysis by Treasury for purposes of ascertaining
compliance with Section 102(c)(3) of the Emergency Economic Stabilization Act of
2008).

       

      (f)           Once
the final contents of Schedule A have been confirmed, with such adjustments
thereto as may be necessary, in accordance with this Section 5, the U.S. Federal
Parties shall in good faith review the assessment of projected life time losses,
taking into account any such adjustments of Covered Assets included on such
Schedule (but disregarding, in assessing the projected life time loss for any
Covered Asset with an Effective Time on January 15, 2009, any losses occurring
prior to January 15, 2009).  The results of the assessment to be
conducted during the confirmatory process shall be used by the U.S. Federal
Parties in good faith by taking the projected life time loss for the Covered
Assets and subtracting out the Citigroup Deductible as in effect on the date of
this Agreement (taking into account any changes to the amount of reserves
included in the Citigroup Deductible as a result of the confirmation process but
excluding the amount agreed by the parties hereto prior to the date of this
Agreement as contributed in exchange for the release of Hedge
Agreements).  The U.S. Federal Parties' loss projections for the
Covered Assets shall be devised in good faith and in their sole discretion by:


       

      (A)           projecting
life time losses under conservative assumptions in a base case (as opposed to a
stress case) from a November 21, 2008 perspective;

       

      (B)           employing,
where applicable depending on the asset class, methods including econometric
modeling, analysis of collateral-specific attributes and historical performance,
third-party market qualitative and quantitative research, discounted cash-flow
analysis, examination of indentures and other deal documents, stratification and
statistical analysis of Citigroup portfolios, and historical asset class
performance at Citigroup and generally in the industry;

       

      (C)           conducting
one or more meetings and discussions with Citigroup to provide Citigroup a
reasonable opportunity to explain (x) Citigroup’s loss projections for each
asset class, and (y)
general Citigroup management practices, underwriting, and loss mitigation
approaches for each asset class; and

       

      (D)           using
overall methodology consistent with the methodology used by the U.S. Federal
Parties to set the original Citigroup Deductible.

       

      After
finishing the foregoing calculation, the U.S. Federal Parties shall notify
Citigroup of the result, including the loss projections for the Covered
Assets.  If this calculation results in a positive number, adjustments
shall be made, in direct proportion to any increased projected loss, to the
Citigroup Deductible or to the composition of the Covered Assets as identified
on such Schedule in accordance with the provisions of Section 5.2(d), or
additional loss protection shall be provided in another form acceptable to the
U.S. Federal Parties.  The decision as to how best to effect the
adjustments or additions described in this section (i.e., through increase to
the Citigroup Deductible, change in pool composition or otherwise) shall be made
in consultation with Citigroup.   For the avoidance of doubt,
there will not be any downward adjustment to the Citigroup
Deductible.

       

      (g)           After such adjustments or additions are
made in accordance with Section 5.2 (f) the projected loss analysis shall be
used by Treasury in making a final actuarial calculation as required by such
Section 102(c)(3).  After taking into account any such adjustments or
additions, and after Treasury consults with FDIC, Citigroup shall issue such
additional shares of preferred stock as are necessary to ensure Treasury’s
compliance with Section 102(c)(3)), as determined by Treasury, to
Treasury.   In the event that Citigroup issues additional shares
of preferred stock to Treasury as provided for in this paragraph, Citigroup
shall also issue to FDIC that number of shares of Citigroup Preferred Stock as
may be necessary to cause the ratio of shares of Citigroup Preferred Stock owned
by each of Treasury and 

       

      
        
          
          

        

        
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      FDIC after the issuances under this
Section 5.2(g) to equal the ratio that existed prior to such
issuances.  Citigroup shall also issue Treasury a warrant to purchase
common stock for an aggregate exercise value of 10% of the Citigroup Preferred
Stock issued to Treasury pursuant to this paragraph.

      


      Citigroup shall issue (1) to each of
Treasury and FDIC additional shares of Citigroup Preferred Stock with an
aggregate liquidation value equal to the product of  (x) the dividends
that would have accrued on the shares of Citigroup Preferred Stock to be issued
pursuant to Section 5.2 from November 21, 2008 to the date of issuance of such
shares had such shares been issued on November 21, 2008, and (y) a fraction the
numerator of which is the Adjusted Baseline Value of the Covered Assets having
an effective Time of  November 21, 2008 and the denominator of which
is the Adjusted Baseline Value of all covered Assets, and (2) to Treasury a
warrant to purchase common stock for an aggregate exercise value of 10% of the
Citigroup Preferred Stock issued to Treasury pursuant to Section
5.2.

       

      5.3           Other
Exclusions.  If at any other time during the term of this
Master Agreement any Citigroup Ring-Fence Entity or any of the U.S. Federal
Parties becomes aware of the existence of any asset improperly included as a
“Covered Asset”, such Citigroup Ring-Fence Entity or U.S. Federal Party (as
applicable) shall promptly report the same to the other parties hereto, Schedule
A shall be amended as appropriate and all actions required under Section 5.4
shall be taken.  

       

      5.4           Effects of
Exclusion.  In the event any adjustment is made to Schedule A
pursuant to this Section 5 and the FRBNY Available Amount or any purported Loss
or Covered Loss is subsequently determined, on the basis of any such adjustment
pursuant to this Section 5, to have been improperly calculated, all calculations
previously made under this Master Agreement shall be recalculated promptly to
the extent necessary to put the parties in the same economic position they would
been in had the FRBNY Available Amount, Loss or Covered Loss been properly
calculated.  If Citigroup has received funds in excess of the amount
to which it would have otherwise been entitled from any of the U.S. Federal
Parties, it shall promptly reimburse each of the relevant U.S. Federal Parties
in the amount of such excess; provided, that if
Citigroup shall be unable to reimburse each of the relevant U.S. Federal Parties
in full, it shall reimburse them in the order of priority specified in Section
7.2.  It is understood that in the event any asset has been pledged by
Citigroup to FRBNY pursuant to Section 10.3(d) that is subsequently determined
to have been improperly included as a “Covered Asset,” FRBNY shall have no
obligation to release its lien on such asset until such time as it shall have
been reimbursed in full to the extent required under this Section
5.4.

       

      5.5           Foreign
Assets.  Within 30 calendar days of any Calendar Quarter in
which Citigroup incurs a Loss, Citigroup shall review and confirm that no
Covered Asset consisting of an asset-backed security in respect of which a Loss
was incurred in such Calendar Quarter was a “Foreign Asset” within clause (g) of
the definition of that term as of the last day of such Calendar
Quarter.  If Citigroup identifies any such asset-backed security as a
“Foreign Asset”, it shall promptly report the same to the other parties
hereto.  For purposes of calculating any Loss hereunder in respect of
such Covered Asset incurred prior to the FRBNY Funding Date (but, for the
avoidance of doubt, not any Loss or Post Coverage Period Loss subsequent to the
FRBNY Funding Date), Citigroup shall only be entitled to claim an amount of Loss
equal to the same percentage of the full amount of the Loss incurred on such
Covered Asset as the aggregate value of the underlying assets securing such
security that are obligations of U.S. Persons is of the total value of all
ultimate underlying assets securing such
security.     

       

      SECTION
6.  DETERMINATION OF COVERED LOSSES

       

      6.1           Quarterly
Calculations.  Within 30 calendar days after the end of each
Calendar Quarter, Citigroup shall calculate, in each case in accordance with
this Section 6: (a) the Adjusted Baseline Value of each Covered Asset as of the
end of such Calendar Quarter; (b) the aggregate Losses incurred by the Citigroup
Ring-Fence Entities in respect of each Covered Asset in such Calendar Quarter;
(c) the aggregate Recoveries received by the Citigroup Ring-Fence Entities in
respect of each Covered 

       

      
        
          
          

        

        
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      Asset in
such Calendar Quarter; (d) the aggregate Gains recognized by the Citigroup
Ring-Fence Entities in respect of each Covered Asset in such Calendar Quarter;
and (e) the Citigroup Quarterly Net Loss and the Covered Loss (if any) incurred
by the Citigroup Ring-Fence Entities in such Calendar
Quarter.  

       

      6.2           Adjusted Baseline
Value.  As of any date of calculation, the “Adjusted Baseline
Value” of each Covered Asset shall be equal to: (a) the Baseline Value of
such Covered Asset plus (b) in the case
of any Covered Loan, the Baseline Value of any Citigroup Ring-Fence Entity Loan
Commitment Advances made in respect of such Covered Loan subsequent to the
Effective Time minus (c) all Losses
incurred by the Citigroup Ring-Fence Entities on such Covered Asset subsequent
to the Effective Time minus (d) all
principal payments and fees received with respect to such Covered Asset
subsequent to the Effective Time minus (e) all Hedging
Proceeds received by the Citigroup Ring-Fence Entities in respect of such
Covered Asset subsequent to the Effective Time; provided that (i) no
increase to “Adjusted Baseline Value” shall be made to reflect any amounts
specified in clause (b) at any time subsequent to the FRBNY Funding Date and
(ii) at no time shall any increase to “Adjusted Baseline Value” be made pursuant
to clause (b) to the extent, as a result of such increase, the aggregate
Adjusted Baseline Values of all Covered Assets, when taken together with the
Citigroup Ring-Fence Entity Commitment Values of all the Citigroup Ring-Fence
Entity Loan Commitments and Citigroup Ring-Fence Entity Wholly Unfunded
Commitments, would exceed $301,000,000,000.  The “Adjusted Baseline
Value” of any Replacement Covered Asset shall initially be determined in
accordance with Section 6.8 hereof, and thereafter in accordance with this
Section 6.2.  For the avoidance of doubt, it is understood that in no
event shall Adjusted Baseline Value be increased for any accretion of value of a
Covered Accrual Basis Asset.

       

      6.3           Losses.  A
“Loss” in
respect of any Covered Asset shall be equal to (as applicable and without
duplication): (a) the amount of any Charge-Off (up to a maximum of the Adjusted
Baseline Value of such Covered Asset) taken on such Covered Asset by a Citigroup
Ring-Fence Entity subsequent to the Effective Time; (b) with respect to any
Covered Asset Disposed of by a Citigroup Ring-Fence Entity in a Permitted
Disposition subsequent to the Effective Time, the amount (if any) by which the
Adjusted Baseline Value of such Covered Asset as of the date of the Permitted
Disposition exceeds the proceeds from such Permitted Disposition (it being
understood that in the case of any Covered Asset Disposed of in part, “Loss”
shall be calculated as the amount (if any) by which the portion of the Adjusted
Baseline Value of such Covered Asset that ratably corresponds to the portion of
such Covered Asset being Disposed exceeds the proceeds from such Permitted
Disposition); (c) with respect to any Covered Asset maturing subsequent to the
Effective Time (including as a result of acceleration), the amount (if any) by
which the Adjusted Baseline Value of such Covered Asset immediately prior to its
maturity exceeds the principal payments and fees received by any Citigroup
Ring-Fence Entity in connection with its maturity; (d) the amount of any
Foreclosure Loss in respect of such Covered Asset (up to a maximum of the
Adjusted Baseline Value of such Covered Asset) subsequent to the Effective Time;
(e) the amount of any Short-Sale Loss in respect of such Covered Asset (up to a
maximum of the Adjusted Baseline Value of such Covered Asset) subsequent to the
Effective Time; and (f) with respect to any Asset Exchanges in respect of a
Covered Asset, the amount (if any) by which the Adjusted Baseline Value of such
Covered Asset as of the date of the relevant Asset Exchange exceeds the Exchange
Value of all Exchange Assets acquired in respect of such Covered Asset (whether
Replacement Covered Assets or Ineligible Exchange Assets).  For the
avoidance of doubt, in no event shall the term “Loss” be deemed to include any
loss resulting from (i) the application of Fair Value accounting to any Covered
Asset on or prior to the Effective Time, (ii) any unrealized “mark to market”
losses subsequent to the Effective Time or (iii) any liabilities, losses,
penalties, costs or expenses incurred in connection with any financing
arrangements or unwinding of financing arrangements in respect of any Covered
Asset.

       

      6.4           Recoveries.  “Recoveries” in
respect of any Covered Asset shall be equal to the sum of the following items
(without duplication), up to the aggregate amount of Losses incurred on such
Covered Asset at such time: (i) all amounts collected by any Citigroup
Ring-Fence Entity on Charge-Offs of such Covered Asset plus (ii) the amount
of all fees and other consideration received by any Citigroup Ring-Fence Entity
in connection with any amendment, modification, renewal, extension, refinancing,


       

      
        
          
          

        

        
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      restructuring,
commitment or other similar action taken by such Citigroup Ring-Fence Entity
with respect to such Covered Asset in respect of which any Charge-Off has been
taken by any Citigroup Ring-Fence Entity (provided, that the
amount of any such fees or other consideration counted as a “Recovery” shall not
exceed the aggregate amount of the related Charge-Offs taken and any Recovery
Expenses related thereto); plus (iii) all
amounts collected by any Citigroup Ring-Fence Entity in respect of any other
Losses incurred on such Covered Asset plus (iv) if such
Covered Asset is pledged to FRBNY pursuant to Section 10.3(d), all amounts
received by FRBNY upon any sale, collection from, or other realization upon such
Covered Asset in accordance with the Security Documents; minus (iv) the
Recovery Expenses incurred by the Citigroup Ring-Fence Entities in respect of
such Covered Asset plus (v) any amounts
collected by the Citigroup Ring-Fence Entities that reimburse Recovery Expenses
previously incurred by them in respect of such Covered Asset; provided,
“Recoveries” shall not include any cash interest payments received by the
Citigroup Ring-Fence Entities permitted to be retained for their account
pursuant to Section 7.4(c).  For the avoidance of doubt, it is
understood that “Recoveries” shall also not include any amounts advanced to
Citigroup by Treasury or FDIC pursuant to Sections 2 or 3 of this Master
Agreement or borrowed by Citigroup pursuant to Section 4 of this Master
Agreement.  

       

      6.5           Gains.  “Gains” in respect of
any Covered Asset shall be equal to the amount (if any) by which: (a) the sum of
(i) all amounts received in cash subsequent to the Effective Time by any
Citigroup Ring-Fence Entity upon any sale, collection from, or other realization
upon such Covered Asset (including all Hedging Proceeds in respect of such
Covered Asset, but excluding any cash interest payments received by the
Citigroup Ring-Fence Entities permitted to be retained for their account
pursuant to Section 7.4(c)) and (ii) if such Covered Asset is pledged to FRBNY
pursuant to Section 10.3(d), all amounts received in cash by FRBNY upon any
sale, collection from, or other realization upon such Covered Asset exceeds (b)
the Adjusted Baseline Value of such Covered Asset.  With respect to
any Asset Exchanges in respect of a Covered Asset, a “Gain” shall be equal
to the amount (if any) by which the aggregate Exchange Values of all Exchange
Assets acquired in respect of such Covered Asset (whether Replacement Covered
Assets or Ineligible Exchange Assets) exceeds the Adjusted Baseline Value of
such Covered Asset as of the date of the relevant Asset Exchange.

       

      6.6           Citigroup Quarterly Net
Losses.  For any Calendar Quarter, a “Citigroup Quarterly Net
Loss” shall be equal to the amount (if any) by which (a) all Losses
incurred by the Citigroup Ring-Fence Entities on all Covered Assets in such
Calendar Quarter exceed (b) the sum of all Recoveries and Gains realized by the
Citigroup Ring-Fence Entities on all Covered Assets in such Calendar
Quarter.

       

      6.7           Covered
Losses.  For any Calendar Quarter, a “Covered Loss” shall
be equal to 90% of any Citigroup Quarterly Net Loss for that quarter, but only
to the extent that such Citigroup Quarterly Net Loss, when taken together with
all prior Citigroup Quarterly Net Losses incurred on a cumulative basis by the
Citigroup Ring-Fence Entities subsequent to the Effective Time, exceeds the
Citigroup Deductible; provided, that in no
event shall any Loss arising from a failure by any Citigroup Ring-Fence Entity
to manage the Covered Assets in accordance with the Governance and Asset
Management Guidelines be considered in calculating a Citigroup Quarterly Net
Loss or a Covered Loss hereunder.

       

      6.8           Effects of Asset Exchanges
on Calculations.  (a)  In the event any Citigroup
Ring-Fence Entity acquires one or more Exchange Assets in an Asset Exchange,
Citigroup shall promptly determine whether each such Exchange Asset satisfies
the criteria for a Replacement Covered Asset, in which case such Exchange Asset
shall be a Replacement Covered Asset (and therefore a Covered Asset for purposes
of this Master Agreement), or whether such asset is an Ineligible Exchange
Asset, in which case such asset shall not be eligible for loss-sharing coverage
under this Master Agreement.  

       

      (b)           In
connection with its acquisition of any Exchange Asset, Citigroup shall value
such asset for purposes of this Master Agreement in accordance with then
applicable accounting 

       

      
        
          
          

        

        
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      principles
and valuation policies applied by Citigroup to its assets generally and
consistent with the Governance and Asset Management Guidelines (such value, the
“Exchange
Value”) and shall determine on the basis of such Exchange Value whether
as a result of such Asset Exchange, the applicable Citigroup Ring-Fence Entity
has incurred a Loss or realized a Gain in accordance with the terms of Sections
6.3 and 6.5.  For the avoidance of doubt, any Gain realized by a
Citigroup Ring-Fence Entity as a result of any Asset Exchange shall be applied
as required under Section 7 (in the case of any Ineligible Exchange Asset, as
set forth in Section 6.8(d)).

       

      (c)           Immediately
following the determinations in Section 6.8(b), Citigroup shall calculate an
initial Adjusted Baseline Value for each Replacement Covered
Asset.  

       

      (i)           In
the case of any single Replacement Covered Asset acquired in respect of a
Covered Asset, such Replacement Covered Asset shall be deemed to have an initial
Adjusted Baseline Value equal to either:

       

      (A)           if
such Replacement Covered Asset has an Exchange Value that is equal to or less
than the Adjusted Baseline Value (as of the date of the Asset Exchange) of the
Covered Asset for which it was exchanged, such Replacement Covered Asset’s
Exchange Value; or

       

      (B)           if
such Replacement Covered Asset has an Exchange Value that is greater than the
Adjusted Baseline Value (as of the date of the Asset Exchange) of the Covered
Asset for which it was exchanged, the Adjusted Baseline Value (as of the date of
the Asset Exchange) of the Covered Asset for which it was
exchanged.

       

      (ii)           In
the case of multiple Exchange Assets acquired in respect of a Covered Asset all
of which are Replacement Covered Assets, each such Replacement Covered Asset
shall be deemed to have an initial Adjusted Baseline Value equal to
either:

       

      (A)           if
the sum of the Exchange Values of the Replacement Covered Assets is equal to or
less than the Adjusted Baseline Value (as of the date of the Asset Exchange) of
the Covered Asset for which they were exchanged, such Replacement Covered
Asset’s Exchange Value; or

       

      (B)           if
the sum of the Exchange Values of the Replacement Covered Assets is greater than
the Adjusted Baseline Value (as of the date of the Asset Exchange) of the
Covered Asset for which they were exchanged, such Replacement Covered Asset’s
ratable portion (taking in account the Exchange Values of all the Replacement
Covered Assets acquired in such Asset Exchange) of the Adjusted Baseline Value
(as of the date of the Asset Exchange) of the Covered Asset for which it was
exchanged.

       

      (iii)           
In the case of multiple Exchange Assets acquired in respect of a Covered Asset
not all of which are Replacement Covered Assets, each such Replacement Covered
Asset acquired in such Asset Exchange shall be deemed to have an initial
Adjusted Baseline Value equal to either:

       

      (A)           if
the sum of the Exchange Values of the Replacement Covered Assets is equal to or
less than the Adjusted Baseline Value (as of the date of the Asset Exchange) of
the Covered Asset for which they were exchanged, such Replacement Covered
Asset’s Exchange Value; or

       

      (B)           if
the sum of the Exchange Values of the Replacement Covered Assets is greater than
the Adjusted Baseline Value (as of the date of the Asset Exchange) of the
Covered Asset for which they were exchanged, such Replacement Covered Asset’s
ratable portion (taking in account the Exchange Values of all the Replacement
Covered Assets and excluding the Exchange Values of any Ineligible Exchange
Assets acquired in such Asset Exchange) of the Adjusted Baseline Value (as of
the date of the Asset Exchange) of the Covered Asset for which it was
exchanged.

       

      
        
          
          

        

        
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      (iv)           For
the avoidance of doubt, it is understood that the initial Adjusted Baseline
Value of any Replacement Covered Asset (or group of Replacement Covered Assets)
calculated in accordance with this Section 6.8 shall never be greater than the
Adjusted Baseline Value of the Covered Asset for which it was exchanged as of
the date of such Asset Exchange.

       

      (d)           In
the case of any acquisition by a Citigroup Ring-Fence Entity of an Ineligible
Exchange Asset in any Calendar Quarter, Citigroup shall pay in cash (i) in the
case of any such acquisition prior to the FRBNY Funding Date, a portion of the
Exchange Value of such Ineligible Exchange Asset equal to any Gain required to
be applied, as part of any Excess Recoveries or Gains, under Section 7.1 within
30 calendar days of such Calendar Quarter (and such cash shall be applied as
required under Section 7.1) or (ii) in the case of any such acquisition on or
subsequent to the FRBNY Funding Date, 90% of the Exchange Value of such
Ineligible Exchange Asset within 30 calendar days of such Calendar Quarter (and
such cash shall be applied as required under Section 7.2).

       

      (e)           Each
calculation, valuation or other determination made by Citigroup pursuant to this
Section 6.8 shall be subject to the review of the U.S. Federal
Parties.

       

      6.9           Effects of Exchange Rates on
Calculations.  For purposes of making any calculation required
under this Section 6 or otherwise under this Master Agreement, Citigroup shall
use the Dollar Equivalent of any relevant amounts in respect of Covered Assets
denominated in currencies other than Dollars.  

       

      SECTION
7.  APPLICATION OF RECOVERIES, GAINS AND OTHER AMOUNTS

       

      7.1           Application Prior to the
FRBNY Funding Date.  Within 30 calendar days of each Calendar
Quarter ending prior to the FRBNY Funding Date in which the Citigroup Ring-Fence
Entities have received Excess Recoveries or Gains in respect of the Covered
Assets, Citigroup shall apply 90% of such Excess Recoveries or Gains as follows
(it being understood that the remaining 10% may be retained by
Citigroup):

       

      (a)           First, to reimburse
FDIC for any outstanding FDIC Advances;

       

      (b)           Second, to reimburse
Treasury for any outstanding Treasury Advances;

       

      (c)           Third, to reimburse
Treasury and FDIC (on a ratable basis) for any costs, expenses, indemnities or
other amounts to which they are entitled under this Master Agreement;
and

       

      (d)           Fourth, to reduce, on
a dollar for dollar basis, the sum of all Citigroup Quarterly Net Losses deemed
to have been incurred by Citigroup in or prior to such Calendar Quarter for
purposes of determining whether such Citigroup Quarterly Net Losses equal or
exceed the Citigroup Deductible; provided that if no
Citigroup Quarterly Net Losses have been incurred in or prior to such Calendar
Quarter (or the sum of such Citigroup Quarterly Net Losses has been reduced to
zero pursuant to this clause (d)), any remaining Excess Recoveries or Gains
shall be accounted for by Citigroup to offset any future Citigroup Quarterly Net
Losses in subsequent Calendar Quarters in direct chronological
order.

       

      7.2           Application Subsequent to
the FRBNY Funding Date.  Within 30 calendar days of each
Calendar Quarter ending subsequent to the FRBNY Funding Date in which any
Citigroup Ring-Fence Entity or FRBNY (upon its exercise of remedies under the
Security Documents), as the case may be, has received any amounts in respect of
any Covered Asset (other than interest payments permitted to be retained for the
account of the Citigroup Ring-Fence Entities to the extent provided in Section
7.4), Citigroup or FRBNY (as applicable) shall apply 90% of such proceeds as
follows (it being understood that the remaining 10% may be retained by, or shall
be paid by FRBNY to, Citigroup, as applicable):

       

      (a)           First, to repay the
outstanding principal amount of the FRBNY Loan;

       

      
        
          
          

        

        
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      (b)           Second, to pay any
accrued and unpaid interest on the FRBNY Loan;

       

      (c)           Third, to reimburse
FDIC for any outstanding FDIC Advances;

       

      (d)           Fourth, to reimburse
Treasury for any outstanding Treasury Advances; and

       

      (e)           Fifth, to reimburse
each of the U.S. Federal Parties (on a ratable basis) for any costs, expenses,
indemnities or other amounts to which they are entitled under this Master
Agreement or any other Program Document.

       

      Any
amounts remaining after application in accordance with this Section 7.2 may be
retained by Citigroup; provided that if the
application of any proceeds pursuant to this Section 7.2 is made by FRBNY
following its exercise of remedies under the Security Documents, 90% of any
remaining amounts shall be retained by FRBNY.

       

      7.3           Effect on Treasury and FDIC
Available Amounts.  Any amounts reimbursed to Treasury or FDIC
pursuant to Section 7.1 shall be available for further Treasury Advances or FDIC
Advances as applicable, subject to the terms and conditions of this Master
Agreement (but, for the avoidance of doubt, no amounts repaid to FRBNY shall be
available for any further FRBNY loans and no amounts reimbursed to Treasury or
FDIC pursuant to Section 7.2 shall be available for further Treasury Advances or
FDIC Advances).

       

      7.4           Non-Recourse
Obligations.  (a)  Subject to Section 7.4(b),
notwithstanding anything to the contrary in this Master Agreement and the other
Program Documents, (i) no Citigroup Ring-Fence Entity shall have any obligation
to reimburse or repay (as applicable) any outstanding Citigroup Non-Recourse
Obligations except to the extent provided in this Section 7 and the Security
Documents and (ii) the Citigroup Non-Recourse Obligations are solely the
obligations of Citigroup and, to the extent provided in the Security Documents,
the Citigroup Ring-Fence Affiliates and shall be payable solely out of the
Covered Assets.  No recourse shall be had for the payment of any
Citigroup Non-Recourse Obligations against any holder of Capital Stock,
employee, officer or Affiliate of Citigroup (provided that the
foregoing shall not relieve any such person or entity from any liability it
might otherwise have as a result of fraudulent actions taken or omissions by
it).  

       

      (b)           All
of the Citigroup Loan Obligations (other than those Citigroup Loan Obligations
constituting Citigroup Non-Recourse Obligations) shall be with full recourse to
the Citigroup Ring-Fence Entities and shall not be subject to the limitations of
Section 7.4(a).  

       

      (c)           For
the avoidance of doubt, it is understood that all interest payments (as
determined in accordance with applicable accounting principles and regardless of
how characterized under the terms of the applicable Covered Asset) received in
cash by the Citigroup Ring-Fence Entities in respect of the Covered Assets (and
not including any accretion of discount in accordance with applicable accounting
principles) shall be solely for the account of the Citigroup Ring-Fence
Entities; provided that if at
any time subsequent to the FRBNY Funding Date any Event of Default shall have
occurred and be continuing, the U.S. Federal Parties shall have the right to
receive such cash interest payments and such payments shall be applied as set
forth in Section 7.2.

       

      (d)           The
provisions of this Section 7.4 shall survive the termination or expiration of
this Master Agreement.

       

      7.5           Citigroup Payments to the
U.S. Federal Parties.  Any amounts required to be applied by
Citigroup under Section 7.1 or 7.2 to reimburse any of the U.S. Federal Parties
shall be paid by Citigroup to the account designated by FRBNY in writing to
Citigroup from time to time.  Citigroup shall include with each such
payment directions to FRBNY as to the allocation of amounts among the U.S.
Federal Parties (which allocation shall be made in accordance with the order of
payments specified in 

       

      
        
          
          

        

        
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      Section
7.1 or 7.2 (as applicable)).  Upon its receipt of any funds from
Citigroup, FRBNY shall promptly distribute such funds in accordance with
Citigroup’s directions.

       

      7.6           Allocation of
Payments.  Amounts applied under Section 7.2 to repay the
outstanding principal amount of the FRBNY Loan shall be allocated to the
Installment Balance in proportion to the fraction of the FRBNY Loan represented
by such Installment Balance as of the date of repayment.

       

      SECTION
8.  CERTAIN LIMITATIONS

       

      8.1             Limitation on Loss Payment
and Calculations.  (a) The U.S. Federal Parties shall not be
required to give effect to and shall have the right to challenge or correct any
calculation by Citigroup under the Master Agreement that the U.S. Federal
Parties determine, in their good faith judgment, based upon the requirements of
the Program Documents, has not been properly determined by
Citigroup.  Such calculations shall include, without limitation,
determinations of Adjusted Baseline Value, amounts applied toward the Citigroup
Deductible, Exchange Value, calculations relating to Foreign Asset status,
Foreclosure Loss, Gains, Hedging Proceeds, Loss, Recoveries and Recovery
Expenses.  Each of the U.S. Federal Parties and Citigroup shall seek
to resolve any disagreement relating to such calculations expeditiously and in
good faith.  If the parties are unable to resolve any such objection
within 30 calendar days of commencing good faith discussions, the calculation as
determined by the U.S. Federal Parties shall prevail and the parties shall make
such accounting adjustments and payments as may be necessary to give retroactive
effect to such corrections.

       

      (b)           Without
in any way limiting the foregoing Section 8.1(a), the U.S. Federal Parties shall
not be required to make any payments under the Master Agreement with respect to
any Charge-Off (or otherwise give effect to any Charge-Off) of a Covered Asset
that the U.S. Federal Parties determine was improperly taken by Citigroup in
violation of the requirements of the Program Documents.  In the event
that the U.S. Federal Parties do not make any payment with respect to, or
otherwise give any effect to, any Charge-Off of a Covered Asset pursuant to this
Section or determine that a payment or any calculation based on a Charge-Off was
improperly made, Citigroup and the U.S. Federal Parties shall make such
accounting adjustments and payments as may be necessary to give retroactive
effect to such corrections.

      


      (c)           No
Covered Asset shall be treated as such for purposes of calculating a Loss with
respect thereto (a) after Citigroup makes any additional advance, commitment or
increase in the amount of a commitment with respect to such Covered Asset that
does not constitute a Citigroup Ring-Fence Entity Loan Commitment Advance, (b)
after Citigroup makes any amendment, modification, renewal or extension to such
Covered Asset that does not constitute a Permitted Amendment, or (c) after
Citigroup has managed, administered or collected any Related Asset (as such term
is defined in Section 5.3 of the Governance and Asset Management Guidelines) in
any manner which would have the effect of increasing the amount of any
collections with respect to the Related Asset to the detriment of the Covered
Asset to which such asset is related; provided, that if Citigroup shall
thereafter promptly cure any such condition specified in clause (a), (b) or (c)
to the satisfaction of the U.S. Federal Parties, such Covered Asset shall once
again be eligible for loss-sharing coverage to the full extent permitted under
this Master Agreement; and provided, further, that any
such Covered Asset that has been the subject of Charge-Offs prior to the taking
of any action described in clause (a), (b), or (c) of this Section by Citigroup
shall be treated as a Covered Asset for the purpose of calculating Recoveries
and Gains with respect to such Covered Asset under this Master
Agreement.

      


      (d)           Notwithstanding
any other provision of the Program Documents, the U.S. Federal Parties may
withhold payment for any amounts included in a Quarterly Certificate delivered
pursuant to Section 3.3 of the Governance and Asset Management Guidelines, if,
in their good faith judgment, there is a reasonable basis for denying the
eligibility of an item for which reimbursement or 

       

      
        
          
          

        

        
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      payment is
sought under the Master Agreement.  In such event, the U.S. Federal
Parties shall provide a written notice to Citigroup detailing the grounds for
withholding such payment. At such time as Citigroup demonstrates to the
reasonable satisfaction of the U.S. Federal Parties that the grounds for such
withholding of payment, or portion of payment, no longer exist or have been
cured, then the relevant U.S. Federal Party shall pay Citigroup the amount
withheld which the relevant U.S. Federal Party reasonably determines is eligible
for payment, within fifteen (15) Business Days.

      


      SECTION
9.  REPRESENTATIONS AND WARRANTIES

       

      Citigroup
hereby represents and warrants, on behalf of itself and the Citigroup Ring-Fence
Affiliates, and each Citigroup Ring-Fence Affiliate represents and warrants on
behalf of itself, to each of the U.S. Federal Parties that:

       

      9.1           Existence; Compliance with
Law.  Each of the Citigroup Ring-Fence Entities (a) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (b) has the power and authority, and the legal
right, to own its assets and to transact the activities in which it is permitted
to engage, (c) is duly qualified as a foreign organization and in good standing
under the laws of each jurisdiction where the character of its property, the
nature of its business and the performance of its obligations made such
qualification necessary and (d) is in compliance in all material respects with
all Requirements of Law, except in the case of clauses (b), (c) or (d) as could
not reasonably be expected to have a Material Adverse Effect.

       

      9.2           Power; Authorization;
Enforceable Obligations.  Each Citigroup Ring-Fence Entity has
the power and authority, and the legal right, to make, deliver and perform the
Program Documents to which it is, or will become, a party and, in the case of
Citigroup, to borrow the FRBNY Loan hereunder.  Each Citigroup
Ring-Fence Entity has taken all necessary organizational action to authorize the
execution, delivery and performance of the Program Documents to which it is, or
will become, a party and to authorize the borrowing of the FRBNY Loan on the
terms and conditions of this Master Agreement.  No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
transactions and the borrowing of the FRBNY Loan hereunder or with the
execution, delivery, performance, validity or enforceability of this Master
Agreement or any of the Program Documents to which any Citigroup Ring-Fence
Entity is, or will become, a party, except (i) consents, authorizations, filings
and notices as have been obtained or made and are in full force and effect, (ii)
the filings referred to in the Security Documents and (iii) consents,
authorizations, filings and notices the failure of which to obtain could not
reasonably be expected to have a Material Adverse Effect.  Each
Program Document to which any Citigroup Ring-Fence Entity is, or will become, a
party has been duly executed and delivered on behalf of such
entity.  This Master Agreement constitutes, and each other Program
Document to which any Citigroup Ring-Fence Entity is, or will become, a party,
upon execution, will constitute, a legal, valid and binding obligation of such
entity, enforceable against such entity in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

       

      9.3           No Legal
Bar.  The execution, delivery and performance of this Master
Agreement and the other Program Documents to which any Citigroup Ring-Fence
Entity is, or will become, a party, the borrowing of the FRBNY Loan hereunder
and the use of the proceeds of any Treasury Advance, FDIC Advance or the FRBNY
Loan will not violate, and will not result in, or require the creation or
imposition of any Lien (other than any Lien created by the Security Documents)
on any of its properties, assets or revenues under, (a) any Requirement of Law
or (b) any Contractual Obligation, except with respect to clause (b) to the
extent that any violation of such Contractual Obligation could not reasonably be
expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      9.4           Litigation.  No
litigation, investigation or proceeding of, or before, any arbitrator or
Governmental Authority is pending or, to the knowledge of Citigroup, threatened
by or against any Citigroup Ring-Fence Entity or against any of such Citigroup
Ring-Fence Entity’s properties, assets or revenues, except as could not
reasonably be expected to have a Material Adverse Effect.

       

      9.5           No
Default.  Except as could not reasonably be expected to have a
Material Adverse Effect, no Citigroup Ring-Fence Entity is in default under or
with respect to any of its Contractual Obligations.

       

      9.6           Taxes.  Except
as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, each of the Citigroup Ring-Fence Entities has
filed or caused to be filed all Federal, state and other tax returns that are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority.  No tax Liens have been filed, and, to the
knowledge of Citigroup, no claims are being asserted, with respect to any such
tax, fee or other charge, except those that are being contested in good faith
by appropriate proceedings diligently conducted for which appropriate reserves
have been established in accordance with GAAP.

       

      9.7           Federal
Regulations.  None of the Covered Assets pledged pursuant to
any Security Document constitutes “margin stock” within the meaning of such term
under Regulation U.

       

      9.8           ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to have a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 158) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the current fair
market value of the assets of such Plan by an amount that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 158) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Plans by an amount that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.

       

      9.9           Investment Company Act;
Other Regulations.  None of the Citigroup Ring-Fence Entities
is required to be registered as an “investment company” under the Investment
Company Act of 1940, as amended.

       

      9.10           Accuracy of Information,
Etc.  Each statement and any information contained in this
Master Agreement, any other Program Document or any other document, certificate
or statement furnished by or on behalf of any Citigroup Ring-Fence Entity to any
of the U.S. Federal Parties for use in connection with the transactions
contemplated by this Master Agreement or the other Program Documents, is
accurate in all material respects as of the date such statement, information,
document or certificate was so furnished.

       

      9.11           Security
Documents.  The provisions of the Security Documents are
effective to create in favor of FRBNY a legal, valid and enforceable first
priority Lien (subject to no other Liens except Permitted Liens) on all right,
title and interest of the Citigroup Ring-Fence Entities in the Covered Assets
described therein.  Except for filings or other actions contemplated
by the Security Documents, no filing or other action will be necessary to
perfect or protect such Liens.

       

      
        
          
          

        

        
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      SECTION
10.  CONDITIONS PRECEDENT

       

      10.1           Conditions to Treasury
Advances.  The agreement of Treasury to make any Treasury
Advance is subject to the satisfaction or waiver (in Treasury’s sole
discretion), prior to or concurrently with the making of such Treasury Advance,
of the following conditions precedent:

       

      (a)           Citigroup
Deductible.  Subsequent to the close of business on November
21, 2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a
cumulative basis, an amount of Citigroup Quarterly Net Losses equal to or
greater than the Citigroup Deductible and (ii) provided documentation evidencing
the incurrence of such Citigroup Quarterly Net Losses satisfactory to Treasury
with respect thereto;

       

      (b)           Representations and
Warranties.  Each of the representations and warranties made by
each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and
correct in all material respects on and as of the date such Treasury Advance is
made as if made on and as of such date and each of the other representations and
warranties made by each Citigroup Ring-Fence Entity in Section 9 shall be true
and correct in all material respects as of the date made;

       

      (c)           No Event of
Default.  No Event of Default shall have occurred and be
continuing on such date or after giving effect to the Treasury Advance to be
made on such date;

       

      (d)           Loss
Claim.  Treasury shall have timely received a fully executed
Loss Claim in accordance with the requirements of Section 2.2; and

       

      (e)           Other.  Treasury
shall have received (i) all reports required to be delivered by Citigroup under
the Governance and Asset Management Guidelines prior to the date such Treasury
Advance is made that are in
Treasury’s judgment material to the making of such Treasury Advance and
(ii) such legal opinions of outside counsel, certificates of resolutions or
other action, incumbency certificates, organizational and governing documents
and evidence of valid existence and good standing as it reasonably may
require.

       

      10.2           Conditions to FDIC
Advances.  The agreement of FDIC to make any FDIC Advance is
subject to the satisfaction or waiver (in FDIC’s sole discretion), prior to or
concurrently with the making of such FDIC Advance, of the following conditions
precedent:

       

      (a)           Citigroup
Deductible.  Subsequent to the close of business on November
21, 2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a
cumulative basis, an amount of Citigroup Quarterly Net Losses equal to or
greater than the Citigroup Deductible and (ii) provided documentation evidencing
the incurrence of such Citigroup Quarterly Net Losses satisfactory to FDIC with
respect thereto;

       

      (b)           Treasury
Advances.  There shall be $5,000,000,000 of outstanding
Treasury Advances;

       

      (c)           Representations and
Warranties.  Each of the representations and warranties made by
each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and
correct in all material respects on and as of the date such FDIC Advance is made
as if made on and as of such date and each of the other representations and
warranties made by each Citigroup Ring-Fence Entity in Section 9 shall be true
and correct in all material respects as of the date made;

       

      (d)           No Event of
Default.  No Event of Default shall have occurred and be
continuing on such date or after giving effect to the FDIC Advance to be made on
such date;

       

      
        
          
          

        

        
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      (e)           Loss
Claim.  FDIC shall have timely received a fully executed Loss
Claim in accordance with the requirements of Section 3.2; and

       

      (f)           Other.  FDIC
shall have received (i) all reports required to be delivered by Citigroup under
the Governance and Asset Management Guidelines prior to the date such FDIC
Advance is made that are in FDIC’s
judgment material to the making of such FDIC Advance and (ii) such legal
opinions of outside counsel, certificates of resolutions or other action,
incumbency certificates, organizational and governing documents and evidence of
valid existence and good standing as it reasonably may require.

       

      10.3           Conditions to FRBNY
Loan.  The agreement of FRBNY to make the FRBNY Loan is subject
to the satisfaction or waiver (in FRBNY’s sole discretion), prior to or
concurrently with the making of such loan, of the following conditions
precedent:

       

      (a)           Citigroup
Deductible.  Subsequent to the close of business on November
21, 2008, the Citigroup Ring-Fence Entities shall have (i) incurred, on a
cumulative basis, an amount of Citigroup Quarterly Net Losses equal to or
greater than the Citigroup Deductible and (ii) provided documentation evidencing
the incurrence of such Citigroup Quarterly Net Losses satisfactory to FRBNY with
respect thereto;

       

      (b)           Treasury
Advances.  There shall be $5,000,000,000 of outstanding
Treasury Advances;

       

      (c)           FDIC
Advances.  There shall be $10,000,000,000 of outstanding FDIC
Advances;

       

      (d)           Pledge of Covered
Assets.  Each of the Citigroup Ring-Fence Entities shall have
executed the Security and Guaranty Agreement and any other Security Documents
FRBNY may require, and FRBNY shall have an exclusive, first priority perfected
security interest in each Covered Asset in existence as of the FRBNY Funding
Date (subject only to Permitted Liens). No such Covered Asset shall be the
subject of any other financing by any Government Authority pursuant to an
arrangement outside of this Master Agreement and FRBNY shall have received
evidence to its satisfaction that all actions it may deem necessary or desirable
in order to perfect the security interests under the Security Documents have
been taken (including receipt of duly executed payoff letters and UCC-3
termination statements);

       

      (e)           Filings, Registrations and
Recordings.  Each document (including any Uniform Commercial
Code financing statement) required by the Security Documents or under law
or reasonably requested by FRBNY to be filed, registered or recorded in order to
create in favor of FRBNY a perfected Lien on the Covered Assets described
therein, prior and superior in right to any other Person, shall be in proper
form for filing, registration or recordation;

       

      (f)           Legal
Opinions.  FRBNY shall have received one or more executed legal
opinions of outside counsel to each Citigroup Ring-Fence Entity covering such
matters incident to the pledge of Covered Assets and the making of the FRBNY
Loan as FRBNY may reasonably require;

       

      (g)           Representations and
Warranties.  Each of the representations and warranties made by
each Citigroup Ring-Fence Entity in Sections 9.1, 9.2 and 9.3 shall be true and
correct in all material respects on and as of the date such FRBNY Loan is made
as if made on and as of such date and each of the other representations and
warranties made by each Citigroup Ring-Fence Entity in Section 9 shall be true
and correct in all material respects as of the date made;

       

      (h)           No Event of
Default.  No Event of Default shall have occurred and be
continuing on such date or after giving effect to the FRBNY Loan to be made on
such date;

       

      
        
          
          

        

        
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      (i)           Borrowing
Request.  FRBNY shall have timely received a fully executed
Borrowing Request in accordance with the requirements of Section 4.2;
and

       

      (j)           Other.  FRBNY
shall have received (i) all reports required to be delivered by Citigroup under
the Governance and Asset Management Guidelines prior to the date such FRBNY Loan
is made that are in FRBNY’s
judgment material to the making of such FRBNY Loan and (ii) such
certificates of resolutions or other action, incumbency certificates,
organizational and governing documents and evidence of valid existence and good
standing as it reasonably may require.

       

      SECTION
11.  COVENANTS

       

      Each
Citigroup Ring-Fence Entity hereby agrees, and Citigroup agrees to cause each of
the Citigroup Ring-Fence Affiliates, to:

       

      11.1           Asset
Management.  Manage the Covered Assets in accordance with the
Governance and Asset Management Guidelines and comply with all reporting and
other obligations to the U.S. Federal Parties contained therein (as the
Governance and Asset Management Guidelines may be modified from time to time by
the U.S. Federal Parties as provided therein); provided, that at any
time following the incurrence by the Citigroup Ring-Fence Entities of Losses,
net of any Gains and Recoveries, in excess of $27,000,000,000, if the U.S.
Federal Parties shall so require in their discretion upon reasonable notice to
Citigroup, Citigroup shall enter into an asset management agreement appointing
an asset manager (other than Citigroup or any of its Affiliates) satisfactory to
the U.S. Federal Parties to manage all or such portion of the Covered Assets as
the U.S. Federal Parties shall designate on terms and conditions satisfactory to
the U.S. Federal Parties; and provided, further, that at any
time following any request by Citigroup to borrow the FRBNY Loan, if FRBNY shall
so require in its discretion upon reasonable notice to Citigroup, Citigroup
shall enter into custody arrangements with a custodian selected by FRBNY for the
Covered Assets pledged to FRBNY as collateral for the FRBNY Loan and servicing
arrangements with a servicer selected by FRBNY for the Covered Assets on terms
and conditions satisfactory to FRBNY.   

       

      11.2           Corporate
Governance.  Comply with all obligations and limitations on the
Citigroup Ring-Fence Entities contained in the Governance and Asset Management
Guidelines.

       

      11.3           Executive
Compensation.  Comply with all obligations and limitations on
the Citigroup Ring-Fence Entities contained in the Executive Compensation
Guidelines.

       

      11.4           Dividends.  Prior
to November 20, 2011, without the consent of each of the U.S. Federal Parties,
refrain from declaring or paying any dividend (whether in cash or in additional
Capital Stock) on any of Citigroup’s common stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, in excess of
$.01 per share of such common stock per fiscal quarter of
Citigroup.

       

      11.5           Information.  Furnish
to each of the U.S. Federal Parties:

       

      (a)           promptly
upon receipt thereof, duplicates or copies of all reports, notices, requests,
demands, certificates and other instruments and similar writings furnished to
any of the Citigroup Ring-Fence Entities and required to be delivered to any of
the U.S. Federal Parties under any Program Document; and

       

      (b)           promptly,
such financial and other information as any of the U.S. Federal Parties may from
time to time reasonably request.

       

      11.6           Maintenance of Existence;
Compliance.  (a)(i)  Preserve, renew and keep in full
force and effect its organizational existence and (ii) take all reasonable
action to maintain all rights, 

       

      
        
          
          

        

        
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      privileges
and franchises necessary or desirable in the normal conduct of its business; (b)
comply with all material Requirements of Law and (c) punctually perform and
observe all of its obligations and agreements contained in the Program Documents
to which it is a party.

       

      11.7           Inspection of Property;
Books and Records; Discussions.  In addition to any other
requirements under the Governance and Asset Management Guidelines, (a) keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to the Covered Assets, and (b) permit
representatives of each of the U.S. Federal Parties to visit and examine and
make abstracts from any of its books and records relating to the Covered Assets
(including with respect to Charge-Offs and Recoveries) at any reasonable time
and as often as may reasonably be desired and to discuss the status of the
Covered Assets with officers and employees of the Citigroup Ring-Fence Entities
and with Citigroup’s independent certified public accountants.

       

      11.8           Notices.  Promptly
give notice to the U.S. Federal Parties of:

       

      (a)            
the occurrence of any Default or Event of Default;

       

      (b)            
any material litigation, investigation or proceeding affecting the Citigroup
Ring-Fence Entities which relates to any Program Document; and

       

      (c)            
any development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

       

      Each
notice pursuant to this Section 11.8 shall be accompanied by a statement of a
Responsible Officer of Citigroup setting forth details of the occurrence
referred to therein and stating what action Citigroup proposes to take with
respect thereto.

       

      11.9           Liens.  Refrain
from creating, incurring, assuming or suffering to exist any Lien upon any of
the Covered Assets pledged pursuant to any Security Documents or assign or
otherwise convey or encumber any existing or future right to receive any income
or payments thereon, except for Permitted Liens.

       

      11.10         Investment Company
Act.  Conduct its business at all times so as to not be
required to register as an “investment company” under the Investment Company Act
of 1940, as amended.

       

      11.11         Amendments to Program
Documents.  Refrain from amending or modifying any of the
Program Documents (including without limitation any exhibits, schedules or other
similar portions thereof) without the prior written consent of each of the U.S.
Federal Parties.

       

      11.12         ERISA.  (a)  Provide
written notice to the U.S. Federal Parties promptly upon obtaining knowledge of
the occurrence of any ERISA Event that could result in a liability that is
reasonably likely to exceed $100,000,000.  Such notice shall be
accompanied by a statement of the Chief Financial Officer or Treasurer of
Citigroup setting forth details of such occurrence and stating what action
Citigroup or the ERISA Affiliate proposes to take with respect
thereto.  

       

      (b)            
Deliver to the U.S. Federal Parties any material notices received by Citigroup,
any of its subsidiaries or any ERISA Affiliate (i) from any governmental agency
with respect to any Plan having aggregate unfunded liabilities in excess of
$100,000,000 or (ii) from any government agency, plan administrator, sponsor or
trustee with respect to any Multiemployer Plan having aggregate unfunded
liabilities in excess of $100,000,000, in each case no later than 15 days after
the later of the date such notice has been filed with the Internal Revenue
Service or received by Citigroup or such subsidiary or ERISA
Affiliate.

       

      
        
          
          

        

        
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      11.13         Compliance with Section
7.  Take all actions necessary for Citigroup to comply with
Section 7 of this Master Agreement.  

       

      11.14         Post-Signing Accession of
Citigroup Ring-Fence Affiliates.  Within 30 calendar days of
the final determination of the Covered Assets to be included on Schedule A
pursuant to Section 5.2, Citigroup shall cause each Citigroup Ring-Fence
Affiliate listed on Schedule A to become a party to this Master Agreement by
executing an Accession Agreement and, in connection therewith, shall deliver
such legal opinions of outside counsel as to matters concerning the Citigroup
Ring-Fence Affiliates and their accession to the Program Documents, certificates
of resolutions or other action, incumbency certificates, organizational and
governing documents and evidence that the Citigroup Ring-Fence Affiliates are
validly existing and in good standing, in each case as the U.S. Federal Parties
reasonably may require.

       

      11.15         Affiliate
Transfers.  No Citigroup Ring-Fence Entity shall transfer any
Covered Asset to any Affiliate of Citigroup unless:

       

      (a)           such
Affiliate is a U.S. Person;

       

      (b)           such
Affiliate (on or prior to the date of such transfer) becomes a party to this
Master Agreement by executing an Accession Agreement;

       

      (c)           if
such transfer is made subsequent to the FRBNY Funding Date, such Affiliate (on
or prior to the date of such transfer) becomes a party to the Security and
Guaranty Agreement and any other Security Documents FRBNY may require, and FRBNY
continues to have an exclusive, first priority perfected security interest in
such Covered Asset (subject only to Permitted Liens);

       

      (d)           such
Affiliate (on or prior to the date of such transfer) delivers such legal
opinions of outside counsel as to matters concerning such Affiliate and its
accession to the Program Documents, certificates of resolutions or other action,
incumbency certificates, organizational and governing documents and evidence
that such Affiliate is validly existing and in good standing, in each case as
the U.S. Federal Parties reasonably may require; and

       

      (e)           such
transfer is made in accordance with the requirements of the Governance and Asset
Management Guidelines.

      


      11.16         Dispositions in Connection
with Corporate Transactions.  No Citigroup Ring-Fence Entity
shall sell, dispose or otherwise transfer control of any Citigroup Ring-Fence
Affiliate in whole or in part (including by the sale of participations), unless
(a) the Covered Assets owned by such Citigroup Ring-Fence Affiliate are first
transferred to another Affiliate of Citigroup in a transaction permitted by
Section 11.15 or (b) such Citigroup Ring-Fence Entity shall have obtained the
prior written consent of each of the U.S. Federal Parties.

       

      SECTION
12.  EVENTS OF DEFAULT; INSTALLMENT DEFAULT

       

      12.1           Events of
Default.  If any of the following events shall occur and be
continuing:

       

      (a)           Citigroup
shall fail to make any mandatory prepayment of the FRBNY Loan required by
Section 4.7(a); or

       

      (b)           Citigroup
shall fail to apply the proceeds of any Recoveries or Gains or any other amounts
in respect of any Covered Asset to reimburse Treasury for any Treasury Advances
or FDIC for any FDIC Advances or to repay the principal of the FRBNY Loan, in
each case as required under Section 7; or

       

      
        
          
          

        

        
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      (c)           Citigroup
shall fail to pay any interest on the FRBNY Loan within five days after the same
shall become due in accordance with the terms hereof; or

       

      (d)           (i)
any of the representations or warranties made by any Citigroup Ring-Fence Entity
in Sections 9.1, 9.2 and 9.3 shall be false, incorrect or inaccurate in any
material respect at any time or (ii) any other representation or warranty made
or deemed made by any Citigroup Ring-Fence Entity herein or in any other Program
Document or that is contained in any certificate, document or other statement
furnished by it at any time under or in connection with this Master Agreement or
any such other Program Document shall be false, incorrect or inaccurate in any
material respect on or as of the date made or deemed made and such condition
continues unremedied for 30 calendar days after Citigroup’s receipt of written
notice from any of the U.S. Federal Parties; or

       

      (e)           any
Citigroup Ring-Fence Entity shall default in the observance or performance of
any material covenant, agreement or undertaking contained in this Master
Agreement or any other Program Document and such default shall continue and not
be cured for a period of 30 calendar days after Citigroup’s receipt of written
notice thereof from any of the U.S. Federal Parties; or, in the case of a failure to deliver
to the U.S. Federal Parties an updated Schedule A as required by Section 5.2(a)
within 90 days from the date hereof, such failure shall continue unremedied for
60 days after Citigroup's receipt of written notice, provided that Citigroup
shall have delivered to the U.S.Federal Parties within 90 days from the date
hereof a written plan setting forth in reasonable detail the work remaining to
be done to complete and deliver an updated Schedule A within 150 days from the
date hereof, which plan in the good faith judgment of the U.S. Federal Parties
evidences a reasonable program to comply with the obligations set forth in
Section 5.2(a).

       

      (f)         (i)
any Citigroup Ring-Fence Entity shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets; or (ii) there shall be commenced
against any Citigroup Ring-Fence Entity any case, proceeding or other action of
a nature referred to in clause (i) above that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed and undischarged for a period of 60 days; or (iii) there shall be
commenced against any Citigroup Ring-Fence Entity any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets that results
in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) any Citigroup Ring-Fence Entity shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in,
any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any
Citigroup Ring-Fence Entity shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or (vi) any
Citigroup Ring-Fence Entity shall make a general assignment for the benefit of
its creditors; or

       

      (g)           any
of the Security Documents shall cease, for any reason, to be in full force and
effect, or any Citigroup Ring-Fence Entity shall so assert, or any Lien created
by any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby; provided, that with
respect to any such event in respect of a portion of the Covered Assets pledged
pursuant to the Security Documents the then-current Adjusted Baseline Value of
which is no greater than $10,000,000, such default shall continue and not be
cured for a period of ten (10) days;

       

      then, in
any such event, (a) Treasury shall have no further obligation to make Treasury
Advances, (b) FDIC shall have no further obligation to make FDIC Advances,
(c) FRBNY shall have no obligation to make the FRBNY Loan (if the FRBNY
Funding Date has not yet occurred) and (d) FRBNY shall have 

       

      
        
          
          

        

        
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      the right
to declare the FRBNY Loan (together with accrued and unpaid interest thereon and
all other amounts owing under this Master Agreement and any of the Program
Documents immediately due and payable, and upon the occurrence of any Event of
Default described in Section 12.1(f), the FRBNY Loan (together with accrued and
unpaid interest thereon) and all other amounts owing under this Master Agreement
and any other Program Documents shall automatically become and be due and
payable.  Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived by Citigroup.

       

      12.2           Covered Asset Liquidation
Events.  If any of the following events shall occur (each such
event, a “Covered
Asset Liquidation Event”):

       

      (a)           on
the Installment Due Date, FRBNY shall not have received funds in an
amount at least equal to the Installment Balance; or

       

      (b)           on
the Maturity Date, FRBNY shall not have received funds in an amount at least
equal to the outstanding principal amount of the FRBNY Loan.

       

      then, in
any such event, FRBNY shall have the right (but not any obligation) to sell, assign, transfer or otherwise
dispose of all or any part of the Non-Residential Covered Assets (in the
case of clause (a)) or the Covered Assets (in the case of clause (b)) and each
Citigroup Ring-Fence Entity shall,
and Citigroup shall cause each of the Citigroup Ring-Fence Affiliates to, take
such actions as FRBNY requests in order to facilitate FRBNY’s exercise of the
foregoing right.

       

      SECTION
13.  MISCELLANEOUS

       

      13.1           Amendments and
Waivers.  Neither this Master Agreement, any other Program
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section
13.1.  No amendment, supplement or modification to this Master
Agreement or any other Program Document or waiver of, any of the requirements of
this Master Agreement or any other Program Document or any Default or Event of
Default and its consequences shall be effective without the written consent of
each of the U.S. Federal Parties.  Any waiver, amendment, supplement
or modification so consented to shall be binding upon each of the parties
hereto.  In the case of any waiver, each of the parties hereto shall
be restored to its former position and rights hereunder and under the other
Program Documents, and any Default or Event of Default waived shall be deemed to
be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent
thereon.  Any purported amendment, supplement or modification not
complying with the terms of this Section 13.1 shall be null and
void.

       

      13.2           Notices.  All
notices, requests, consents and demands to or upon the respective parties hereto
to be effective shall be in writing (including by telecopy or other electronic
mail transmission), and, unless otherwise expressly provided herein, must be
delivered by messenger, overnight courier service, telecopy or electronic mail,
and shall be deemed to have been duly given or made when delivered, or notice by
electronic mail transmission, or, in the case of telecopy notice, when received,
addressed as follows or to such other address as may be hereafter notified by
the respective parties hereto:

       

      
        	
                Citigroup:

              	
                Citigroup
      Inc.

                399
      Park Avenue

                New
      York, New York 10022

              
	 
      	
                Attention:  Michael
      S. Helfer, Esq., General Counsel

              
	 
      	
                Telecopy:  (212)
      793-5300

              
	 
      	
                Telephone:  (212)
      559-5152

              
	 
      	
                Email:
      helferm@citi.com

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      
	
                Each
      Citigroup Ring-Fence Affiliate:

              	
                c/o
      Citigroup at the address above

              
	 
      	 
      
	
                Treasury:

              	
                Department
      of the Treasury

                1500
      Pennsylvania Avenue, NW

                Room
      2312

                Washington,
      DC  20220

              
	 
      	
                Attention:  
      Laurie Schaffer

                  
      Assistant General Counsel

              
	 
      	
                Telephone: 
      (202) 622-1988

              
	 
      	
                Email:          laurie.schaffer@do.treas.gov

              
	 
      	 
      
	
                FDIC:

              	 
      
	 
      	 
      
	
                Loss
      Claims and reports:

              	
                Federal
      Deposit Insurance Corporation

              
	 
      	
                Manager,
      Non-Structured Transactions

              
	 
      	
                Division
      of Resolutions and Receiverships

              
	 
      	
                Attention:
      Citigroup Shared-Loss

              
	 
      	
                550
      17th
      Street, N.W.

              
	 
      	
                Washington,
      D.C. 20429

              
	 
      	 
      
	
                General
      notices:

              	
                Federal
      Deposit Insurance Corporation

              
	 
      	
                Assistant
      Director, Resolution Strategies

              
	 
      	
                Division
      of Resolutions and Receiverships

              
	 
      	
                Attention:
      Citigroup Shared-Loss

              
	 
      	
                550
      17th
      Street, N.W.

              
	 
      	
                Washington,
      D.C. 20429

              
	 
      	 
      
	
                in
      each case with a copy to:

              	
                Federal
      Deposit Insurance Corporation

              
	 
      	
                Legal
      Division

              
	 
      	
                Senior
      Counsel

              
	 
      	
                Attention:
      Citigroup Shared-Loss

              
	 
      	
                3501
      Fairfax Drive

              
	 
      	
                Arlington,
      VA 22226

              
	 
      	 
      
	
                FRBNY:

              	 
      
	 
      	 
      
	
                Borrowing
      Request:

              	
                Federal
      Reserve Bank of New York

                33
      Liberty Street

                New
      York, NY 10045

              
	 
      	
                Attention:  Susan
      Mclaughlin

              
	 
      	
                Telecopy:  (212)
      720-8200

              
	 
      	
                Telephone:  (212)
      720-1321

              
	 
      	
                Email:  susan.mclaughlin@ny.frb.org

              
	 	 
	
                General
      notices:

              	
                Federal
      Reserve Bank of New York

                33
      Liberty Street

                New
      York, NY 10045

              
	 
      	
                Attention:  Paul
      Whynott

              
	 
      	
                Telephone:  (212)
      720-2388

              
	 
      	
                Email:  paul.whynott@ny.frb.org

              
	 
      	 
      
	
                in
      each case with a copy to:

              	
                Federal
      Reserve Bank of New York

                33
      Liberty Street

                New
      York, NY 10045

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                Attention:  Thomas
      C. Baxter, Jr.

              
	 
      	
                Telecopy:  (212)
      720-2252

              
	 
      	
                Telephone:  (212)
      720-5035

              
	 
      	
                Email:  thomas.Baxter@ny.frb.org

              
	 
      	 
      


      

      provided that any
notice, request or demand to or upon any of the U.S. Federal Parties shall not
be effective until received. Notices and other communications to the U.S.
Federal Parties and each Citigroup Ring-Fence Entity hereunder may be delivered
or furnished by electronic communications.

       

      13.3           No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of any of the U.S. Federal Parties, any right, remedy, power or
privilege hereunder or under the other Program Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
law.

       

      13.4           Survival of Representations
and Warranties.  All representations and warranties made
hereunder, in the other Program Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Master Agreement, the making of any Treasury
Advances, FDIC Advances or the FRBNY Loan.

       

      13.5           Payment of Expenses and
Taxes.  Citigroup agrees (a) to pay or reimburse the U.S.
Federal Parties for all of the U.S. Federal Parties’ reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation,
review, negotiation and execution of, and any amendment, supplement or
modification to, this Master Agreement and the other Program Documents and any
other documents prepared in connection herewith or therewith or in connection
with the transactions contemplated thereby, and the consummation and
administration of the transactions contemplated hereby and thereby, including
the reasonable fees and disbursements of counsel to the U.S. Federal Parties
(including Cleary Gottlieb Steen & Hamilton LLP) and experts retained by the
U.S. Federal Parties (including PricewaterhouseCoopers LLP and BlackRock
Financial Management, Inc.), (b) to pay or reimburse the U.S. Federal Parties
for all costs and expenses incurred by them in connection with the enforcement
or preservation of any rights under this Master Agreement, the other Program
Documents  and any such other documents, including the fees and
disbursements of counsel to the U.S. Federal Parties, (c) to pay, indemnify, and
hold the U.S. Federal Parties and their Related Parties harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes (other than
those of the nature of an income tax), if any, that may be payable or determined
to be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any amendment,
supplement and modification of, or any waiver or consent under or in respect of,
this Master Agreement, the other Program Documents and any such other documents
and (d) to pay, indemnify, and hold the U.S. Federal Parties and their Related
Parties (each, an “Indemnitee”) harmless
from and against, any and all liabilities, obligations, losses, claims, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including the reasonable fees and disbursements of
counsel to an Indemnitee (including allocated costs of internal counsel), which
may be imposed on, incurred by, or asserted against any Indemnitee, in any way
relating to or arising out of this Master Agreement or the transactions
contemplated hereby or the breach of any representation or warranty made herein
by Citigroup or any action taken or omitted to be taken by it hereunder (the
“Indemnified  Liabilities”);
provided that
Citigroup shall not be liable to any Indemnitee for any portion of such
Indemnified Liabilities to the extent it is found by a final, nonappealable
decision of a court of competent jurisdiction to have resulted from such
Indemnitee’s gross negligence or willful misconduct.  If and to the
extent that the foregoing indemnification is for any reason held unenforceable,
Citigroup agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is 

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

       

      permissible
under applicable law.  The agreements in this Section 13.5 shall
survive repayment of the Treasury Advances, the FDIC Advances, the FRBNY Loan
and all other amounts payable hereunder.

       

      13.6           Successors and Assigns;
Participations and Assignments.  The provisions of this Master
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby; provided, that no
Citigroup Ring-Fence Entity may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each of the U.S.
Federal Parties except pursuant to any permitted transfer to an Affiliate under
Section 11.15 (and any attempted assignment or transfer by any Citigroup
Ring-Fence Entity without such consent shall be null and
void).  

       

      13.7           Counterparts.  This
Master Agreement may be executed by one or more of the parties to this Master
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed signature page of this Master
Agreement by email or facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.  A set of the copies of this
Master Agreement signed by all the parties shall be lodged with Citigroup and
each of the U.S. Federal Parties.

       

      13.8           Severability.  Any
provision of this Master Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

       

      13.9           Integration.  This
Master Agreement and the other Program Documents represent the entire agreement
of each Citigroup Ring-Fence Entity and the U.S. Federal Parties with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the U.S. Federal Parties relative to the
subject matter hereof not expressly set forth or referred to herein or in the
other Program Documents.

       

      13.10         GOVERNING
LAW.  THIS
MASTER AGREEMENT SHALL BE GOVERNED BY FEDERAL LAW OR, IN THE ABSENCE OF ANY
CONTROLLING FEDERAL LAW, THE LAW OF THE STATE OF NEW
YORK. 

       

      13.11         Submission To Jurisdiction;
Waivers.  Each Citigroup Ring-Fence Entity hereby irrevocably
and unconditionally:

       

      (a)           submits
for itself and its property in any legal action or proceeding relating to this
Master Agreement and the other Program Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive
jurisdiction of the courts of the United States for the Southern District of
New York, and appellate courts thereof; provided that,
notwithstanding the foregoing, if there is no basis for federal jurisdiction in
respect of any such legal action or proceeding or recognition and enforcement
action, then such Citigroup Ring-Fence Entity submits for itself and its
property in any such legal action or proceeding or recognition and enforcement
action to the exclusive jurisdiction of the courts of the State of New York
located in the Borough of Manhattan in New York City, and appellate courts
thereof;

       

      (b)           consents
that any such action or proceeding may be brought only in such courts and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

       

      (c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Citigroup Ring-Fence Entity at
its address set forth in Section 13.2 or at such other address of which the U.S.
Federal Parties shall have been notified pursuant thereto;

       

      (d)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law;

       

      (e)           agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in another jurisdiction by suit on the judgment or in any other
matter provided by law; and

       

      (f)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding any special, indirect, exemplary,
punitive or consequential damages of any kind whatsoever (including for lost
profits).

       

      13.12         Acknowledgements.  Each
Citigroup Ring-Fence Entity hereby acknowledges that:

       

      (a)           the
U.S. Federal Parties have no fiduciary relationship with or duty to any
Citigroup Ring-Fence Entity arising out of or in connection with this Master
Agreement or any of the other Program Documents; and

       

      (b)           no
joint venture is created hereby or by the other Program Documents or otherwise
exists by virtue of the transactions contemplated hereby between the U.S.
Federal Parties and any Citigroup Ring-Fence Entity.

       

      13.13         WAIVERS
OF JURY TRIAL.  EACH CITIGROUP
RING-FENCE ENTITY AND THE U.S. FEDERAL PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS MASTER
AGREEMENT OR ANY OTHER PROGRAM DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

       

      13.14         Standard of
Conduct.  Except as expressly provided herein, in exercising
any of their rights under this Master Agreement or any other Program Document,
the U.S. Federal Parties shall not have any obligation or duty to any Person or
to consider or take into account the interests of any Person and shall not be
liable to any Person for any action taken by them or at their direction or any
failure by them to act or to direct that an action be taken, without regard to
whether such action or inaction benefits or adversely affects any Citigroup
Ring-Fence Entity or any other Person.

       

      13.15         Term of Master
Agreement.  This Master Agreement shall be effective as of the
date hereof and shall continue in effect until the earliest to occur of the
following: (a) the Loss Coverage Period Outside Date, if no Treasury Advance,
FDIC Advance or FRBNY Loan has been made hereunder; (b) the fifth anniversary of
the Loss Coverage Period Outside Date, if any Treasury Advance or FDIC Advance
has been made hereunder, but the FRBNY Funding Date has not occurred on or prior
to such date or the FRBNY Loan has been made but all Citigroup Loan Obligations
have been paid in full (other than as a result of FRBNY exercising its remedies
under the Security Documents); (c) the date, subsequent to the Loss Coverage
Period Outside Date, on which Citigroup has (i) reimbursed Treasury for all
outstanding Treasury Advances, (ii) reimbursed FDIC for all outstanding FDIC
Advances and (iii) repaid the FRBNY Loan (plus accrued interest thereon) and
satisfied in full all other Citigroup Loan Obligations; and (d) the date,
subsequent to the FRBNY Funding Date, by which FRBNY has exercised its remedies
under the Security Documents, disposed of all Covered Assets pledged to it as
security for the FRBNY Loan and distributed all amounts received by it in
respect of such Covered Assets in 

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

      accordance
with Section 7.2 (or, if earlier, the fifth anniversary of the Loss Coverage
Period Outside Date).  Notwithstanding the foregoing, the provisions
of Sections 7.4, 13.4 and 13.5 shall survive termination of this Master
Agreement.

       

      13.16         Access, Information and
Confidentiality.  (a)  From the date hereof until the
date when Treasury holds an amount of Citigroup Preferred Stock having an
aggregate liquidation value of less than $400,000,000, Citigroup will permit
Treasury and its agents, consultants, contractors and advisors (x) acting
through the Appropriate Federal Banking Agency, to examine the corporate books
and make copies thereof and to discuss the affairs, finances and accounts of the
Citigroup Ring-Fence Entities with the principal officers of Citigroup, all upon
reasonable notice and at such reasonable times and as often as Treasury may
reasonably request and (y) to review any information material to Treasury’s
investment in Citigroup provided by Citigroup to its Appropriate Federal Banking
Agency. 

       

      (b)           From the date hereof until the date when
FDIC holds an amount of Citigroup Preferred Stock having an aggregate
liquidation value of less than $300,000,000, Citigroup will permit FDIC and its
agents, consultants, contractors and advisors (x) to examine the corporate books
and make copies thereof and to discuss the affairs, finances and accounts of
Citigroup Ring-Fence Entities with the principal officers of Citigroup, all upon
reasonable notice and at such reasonable times and as often as FDIC may
reasonably request and (y) to review any information material to the FDIC’s
investment in Citigroup provided by Citigroup to its Appropriate Federal Banking
Agency.

       

      (c)           From the date hereof until the date when
Treasury and FDIC collectively hold an amount of Citigroup Preferred Stock
having an aggregate liquidation value of less than $700,000,000, Citigroup will
and will permit and will cause the Citigroup Ring-Fence Affiliates to permit (x)
each of Treasury and FDIC and its respective agents, consultants, contractors,
(y) the Special Inspector General of the Troubled Asset Relief Program, and (z)
the Comptroller General of the United States access to personnel and any books,
papers, records or other data, in each case, to the extent relevant to
ascertaining compliance with the terms and conditions of Treasury
Advances and FDIC Advances; provided
that prior to disclosing
any information pursuant to clause (y) or (z), the Special Inspector General of
the Troubled Asset Relief Program and the Comptroller General of the United
States shall have agreed, with respect to documents obtained under this
agreement in furtherance of its function, to follow applicable law and
regulation (and the applicable customary policies and procedures) regarding the
dissemination of confidential materials, including redacting confidential
information from the public version of its reports and soliciting the input from
the company as to information that should be afforded confidentiality, as
appropriate.

       

      (d)           Each of Treasury and FDIC will use
reasonable best efforts to hold, and will use reasonable best efforts to cause
its respective agents, consultants, contractors, advisors, and United States
executive branch officials and employees, to hold, in confidence all non-public
records, books, contracts, instruments, computer data and other data and
information (collectively, “Information”) concerning Citigroup furnished or
made available to it by Citigroup or its representatives pursuant to this Master
Agreement (except to the extent that such information can be shown to have been
(i) previously known by such party on a non-confidential basis, (ii) in the
public domain through no fault of such party or (iii) later lawfully acquired
from other sources by the party to which it was furnished (and without violation
of any other confidentiality obligation)); provided that nothing herein shall prevent
Treasury or FDIC from disclosing any Information to the extent required by
applicable laws or regulations or by any subpoena or similar legal
process.  Treasury and FDIC understand that the Information may
contain commercially sensitive confidential information entitled to an exception
from a Freedom of Information Act request.

      


      (e)           Each of Treasury and FDIC represents
that it has been informed by the Special Inspector General of the Troubled Asset
Relief Program and the Comptroller General of the United States that they,
before making any request for access or information pursuant to their audit
function under this Master Agreement, will establish a protocol to avoid, to the
extent reasonably possible, duplicative 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      requests pursuant to this Master
Agreement.  Nothing in this section shall be construed to limit the
authority that the Special Inspector General of the Troubled Asset Relief
Program or the Comptroller General of the United States have under law.

       

      (f)        FRBNY
will use reasonable best efforts to hold, and will use reasonable best efforts
to cause its respective agents, consultants, contractors, advisors, officers and
employees, to hold, in confidence all non-public records, books, contracts,
instruments, computer data and other data and information (collectively, “FRBNY Information”)
concerning Citigroup furnished or made available to it by Citigroup or its
representatives pursuant to this Master Agreement (except to the extent that
such information can be shown to have been (i) provided in connection with
FRBNY’s supervisory authority, (ii) in connection with the exercise of any
remedies hereunder or under the other Program Documents or any suit, action or
proceeding relating to the enforcement of its rights hereunder or thereunder,
(iii) previously known by such party on a non-confidential basis, (iii) in the
public domain through no fault of such party or (iii) later lawfully acquired
from other sources by the party to which it was furnished (and without violation
of any other confidentiality obligation)); provided that nothing
herein shall prevent FRBNY from disclosing any FRBNY Information to the Board of
Governors of the Federal Reserve System or to the extent required by applicable
laws or regulations or by any subpoena or similar legal process or pursuant to
its FOIA policy.  FRBNY understands that the FRBNY Information may
contain commercially sensitive confidential information entitled to an exception
from a Freedom of Information Act request.

       

      13.17         Confidential
Information.  Citigroup and each Citigroup Ring-Fence
Entity agrees to keep confidential all non-public information, including the
Program Documents, and other related documents provided to it by any Person
pursuant to or in connection with this Agreement or the other Program Documents;
provided that nothing herein shall prevent Citigroup from disclosing any such
information (a) based on or in the press release and term sheet approved
by the U.S. Federal Parties on the date hereof, (b) as contemplated in section
13.16, (c) to its Citigroup Ring-Fence Entities who
have a need to know such information (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential), (d) upon the
request or demand of any regulatory authority, (e) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (f)
in connection with the exercise of any remedies hereunder or under the other
Program Documents or any suit, action or proceeding relating to the enforcement
of its rights hereunder or thereunder, (g) to any U.S. Federal Parties,
(h) with the consent of the U.S. Federal Parties (i) to the extent such
information becomes publicly
available other than as a result of a breach of this Master Agreement; provided,
further, that prior to any disclosure of information pursuant to clause (d) or
(e) of the proviso above, Citigroup shall notify the U.S. Federal Parties, if
legally permitted to do so, of any proposed disclosure as far in advance of such
disclosure as practicable and, upon the U.S. Federal Parties’ request, take all
reasonable actions to ensure that any information disclosed is accorded
confidential treatment, or if such notice to the U.S. Federal Parties is
prohibited by law, inform the relevant court, regulatory authority of the U.S.
Federal Parties’ interest in the disclosed information and request that such
court, regulatory authority inform the U.S. Federal Parties of the
disclosure.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

       

      


      IN WITNESS
WHEREOF, the parties hereto have caused this Master Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

       

      
        
          	
                  CITIGROUP
      INC.

                	 
      
	 	 
	 	 
	
                  By:

                	 
      	
                  /s/ Gary Crittenden

                	 
      
	 
      	
                  Name:

                	
                  Gary
      Crittenden

                	 
      
	 
      	
                  Title:

                	
                  Chief
      Financial Officer

                	 
      


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  DEPARTMENT
      OF THE TREASURY

                	 
      
	 	 
	 	 
	
                  By:

                	 
      	
                  /s/ Neel Kashkari

                	 
      
	 
      	
                  Name:

                	
                  Neel
      Kashkari

                	 
      
	 
      	
                  Title:

                	
                  Interim
      Assistant Secretary For Financial Stability

                	 
      
	
                   

                	 
      	 
      	 
      


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  FEDERAL
      DEPOSIT INSURANCE CORPORATION

                	 
      
	 	 
	 	 
	
                  By:

                	 
      	
                  /s/ Mitchell L. Glassman

                	 
      
	 
      	
                  Name:

                	
                  Mitchell
      L. Glassman

                	 
      
	 
      	
                  Title:

                	
                  Director,
      Division of Resolutions and Receiverships

                	 
      


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  FEDERAL
      RESERVE BANK OF NEW YORK

                	 
      
	 	 
	 	 
	
                  By:

                	 
      	
                  /s/ Susan E. McLaughlin

                	 
      
	 
      	
                  Name:

                	
                  Susan
      E. McLaughlin

                	 
      
	 
      	
                  Title:

                	
                  Senior
      Vice President

                	 
      
	 
      	 
      	 
      	 
      


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        
          


        

        
          Exhibit
A:

        

         

         

        FORM
OF

         

         

        SECURITY
AND GUARANTY AGREEMENT

         

         

        by and
between

         

         

        CITIGROUP
INC.,

         

         

        


         

        CERTAIN
AFFILIATES OF CITIGROUP INC. IDENTIFIED HEREIN,

        as
Citigroup Affiliate Pledgors

         

        and

         

        FEDERAL
RESERVE BANK OF NEW YORK

         

        Dated as
of [___________]

         

        
          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


         

        
          TABLE
OF CONTENTS

          


          Page

        

        
          	
                  1.

                	
                  Definitions 

                	
                  1

                


        

         

        
          	
                   
      

                	
                  1.1

                	
                  Certain
      Defined Terms 

                	
                  1

                


        

         

        
          	
                  2.

                	
                  Guaranty 

                	
                  3

                


        

         

        
          	
                   
      

                	
                  2.1

                	
                  Guaranty 

                	
                  3

                


        

        
          	
                   
      

                	
                  2.2

                	
                  Obligations
      Independent 

                	
                  4

                


        

        
          	
                   
      

                	
                  2.3

                	
                  Authorization
      of Renewals, Etc 

                	
                  5

                


        

        
          	
                   
      

                	
                  2.4

                	
                  Waiver
      of Certain Rights 

                	
                  5

                


        

        
          	
                   
      

                	
                  2.5

                	
                  Waiver
      of Certain Defenses 

                	
                  6

                


        

        
          	
                   
      

                	
                  2.6

                	
                  Waiver
      of Presentments, Etc 

                	
                  6

                


        

        
          	
                   
      

                	
                  2.7

                	
                  Other
      Waivers 

                	
                  6

                


        

        
          	
                   
      

                	
                  2.8

                	
                  Information
      Relating to Citigroup 

                	
                  7

                


        

        
          	
                   
      

                	
                  2.9

                	
                  Waiver
      of Subrogation; Limitation and Subordination of Right to
      Reimbursement 

                	
                  7

                


        

        
          	
                   
      

                	
                  2.10

                	
                  Reinstatement
      of Guaranty 

                	
                  7

                


        

        
          	
                   
      

                	
                  2.11

                	
                  Powers 

                	
                  8

                


        

        
          	
                   
      

                	
                  2.12

                	
                  Acknowledgment
      of Receipt of Value 

                	
                  8

                


        

         

        
          	
                  3.

                	
                  Security
      Interest 

                	
                  8

                


        

         

        
          	
                   
      

                	
                  3.1

                	
                  Grant
      of Security Interest 

                	
                  8

                


        

        
          	
                   
      

                	
                  3.2

                	
                  Rights,
      Remedies and Duties Regarding the Collateral 

                	
                  8

                


        

        
          	
                   
      

                	
                  3.3

                	
                  Effect
      of Fraudulent Transfer Law 

                	
                  9

                


        

        
          	
                   
      

                	
                  3.4

                	
                  Delivery
      and Control 

                	
                  9

                


        

        
          	
                   
      

                	
                  3.5

                	
                  Continuing
      Security Interest 

                	
                  10

                


        

        
          	
                   
      

                	
                  3.6

                	
                  Right
      of FRBNY to Proceed Against the Collateral 

                	
                  10

                


        

        
          	
                   
      

                	
                  3.7

                	
                  Notice
      of Certain Changes 

                	
                  10

                


        

        
          	
                   
      

                	
                  3.8

                	
                  Further
      Assurances; Authorization 

                	
                  11

                


        

        
          	
                   
      

                	
                  3.9

                	
                  Power
      of Attorney 

                	
                  11

                


        

         

        
          	
                  4.

                	
                  Representations,
      Warranties and Agreements of Citigroup and the Citigroup Affiliate
      Pledgors 

                	
                  11

                


        

         

        
          	
                   
      

                	
                  4.1

                	
                  Existence
      and Power 

                	
                  12

                


        

        
          	
                   
      

                	
                  4.2

                	
                  Corporate
      Authorization; No Contravention 

                	
                  12

                


        

        
          	
                   
      

                	
                  4.3

                	
                  Governmental
      Authorization 

                	
                  12

                


        

        
          	
                   
      

                	
                  4.4

                	
                  Binding
      Effect 

                	
                  12

                


        

        
          	
                   
      

                	
                  4.5

                	
                  Regulated
      Entities 

                	
                  12

                


        

        
          	
                   
      

                	
                  4.6

                	
                  Locations
      of Books 

                	
                  13

                


        

        
          	
                   
      

                	
                  4.7

                	
                  Ownership
      and Enforceability of the Collateral 

                	
                  13

                


        

        
          	
                   
      

                	
                  4.8

                	
                  Enforceability;
      Priority of Security Interest 

                	
                  13

                


        

        
          	
                   
      

                	
                  4.9

                	
                  Compliance
      With the Master Agreement 

                	
                  13

                


        

        
          	
                   
      

                	
                  4.10

                	
                  Rights
      Free of any Adverse Claim 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.11

                	
                  Other
      Financing Statements 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.12

                	
                  Payments
      of Expenses 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.13

                	
                  Collateral
      Eligibility 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.14

                	
                  Information 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.15

                	
                  Solvency 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.16

                	
                  Affiliate
      Status 

                	
                  14

                


        

        
          	
                   
      

                	
                  4.17

                	
                  Updates
      to Schedules and Annex 

                	
                  14

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        
          TABLE
OF CONTENTS

          (continued)

          Page

        

        
          	
                  5.

                	
                  Costs
      and Expenses; Indemnification 

                	
                  15

                


        

         

        
          	
                   
      

                	
                  5.1

                	
                  Costs
      and Expenses 

                	
                  15

                


        

        
          	
                   
      

                	
                  5.2

                	
                  Indemnification 

                	
                  15

                


        

         

        
          	
                  6.

                	
                  Remedies 

                	
                  16

                


        

         

        
          	
                   
      

                	
                  6.1

                	
                  Remedies
      Upon Default 

                	
                  16

                


        

        
          	
                   
      

                	
                  6.2

                	
                  Use
      of Proceeds 

                	
                  16

                


        

        
          	
                   
      

                	
                  6.3

                	
                  No
      Delay 

                	
                  16

                


        

         

        
          	
                  7.

                	
                  Miscellaneous 

                	
                  17

                


        

         

        
          	
                   
      

                	
                  7.1

                	
                  Amendments
      and Waivers 

                	
                  17

                


        

        
          	
                   
      

                	
                  7.2

                	
                  Notices 

                	
                  17

                


        

        
          	
                   
      

                	
                  7.3

                	
                  Successors
      and Assigns; Participations and Assignments 

                	
                  17

                


        

        
          	
                   
      

                	
                  7.4

                	
                  Severability 

                	
                  17

                


        

        
          	
                   
      

                	
                  7.5

                	
                  Governing
      Law 

                	
                  18

                


        

        
          	
                   
      

                	
                  7.6

                	
                  Submission
      To Jurisdiction; Waivers 

                	
                  18

                


        

        
          	
                   
      

                	
                  7.7

                	
                  Acknowledgements 

                	
                  18

                


        

        
          	
                   
      

                	
                  7.8

                	
                  Waivers
      of Jury Trial 

                	
                  19

                


        

        
          	
                   
      

                	
                  7.9

                	
                  Integration 

                	
                  19

                


        

        
          	
                   
      

                	
                  7.10

                	
                  Counterparts 

                	
                  19

                


        

        
          	
                   
      

                	
                  7.11

                	
                  Additional
      Citigroup Affiliate Pledgors 

                	
                  19

                


        

        
          	
                   
      

                	
                  7.12

                	
                  Confidentiality 

                	
                  20

                


        

         

        
          	Schedule
      1	
                  Citigroup
      Affiliate Pledgors and Covered Assets

                
	
                  Schedule
      2

                	
                  Jurisdiction
      of Organization; Location of Books and
Records

                


        

        


        
          	
                  Exhibit
      A

                	
                  Form
      of Security Agreement Supplement

                


        

        
          	
                  Exhibit
      B

                	
                  Form
      of Issuer Control Agreement

                


        

        
          	
                  Exhibit
      C

                	
                  Form
      of Securities Account Control
Agreement

                


        

        
          	
                  Exhibit
      D

                	
                  Form
      of Deposit Account Control
Agreement

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
 

        FORM OF
SECURITY AND GUARANTY AGREEMENT

         

        THIS
SECURITY AND GUARANTY AGREEMENT (this “Agreement”), dated as
of [________], is made by and among CITIGROUP INC., a Delaware corporation
(“Citigroup”),
certain Affiliates (as defined below) of Citigroup from time to time party
hereto (each individually and collectively referred to as “Citigroup Affiliate
Pledgor”) and the FEDERAL RESERVE BANK OF NEW YORK, a body corporate
existing under the laws of the United States (“FRBNY”).

         

        RECITALS

         

        WHEREAS,
Citigroup and FRBNY, together with the Department of the Treasury and the
Federal Deposit Insurance Corp., have entered into a master agreement dated as
of January 15, 2009 (such agreement, including
any schedules, exhibits or attachments thereto and any amendments thereto and
any successor agreement that may be entered into by the parties thereto in
substitution therefor, hereinafter the “Master Agreement”),
pursuant to which FRBNY shall, subject to the terms and conditions in the Master
Agreement, make a term loan to Citigroup (the “FRBNY Loan”) and
Citigroup and the Citigroup Affiliate Pledgors shall grant a security interest
in certain collateral to FRBNY;

         

        WHEREAS,
each Citigroup Ring-Fence Affiliate (as defined in the Master Agreement) is a
Citigroup Affiliate Pledgor;

         

        WHEREAS,
at the request of Citigroup, and in order to induce FRBNY to make the FRBNY
Loan, each Citigroup Affiliate Pledgor has agreed to guarantee to the extent of
the Collateral pledged by it hereunder the obligations of Citigroup to FRBNY
under the Master Agreement and to grant a security interest in the Collateral as
collateral to and for the benefit of FRBNY, to secure the obligations of
Citigroup to FRBNY under the Master Agreement and of Citigroup and each
Citigroup Affiliate Pledgor to FRBNY under this Agreement; and

         

        WHEREAS,
each Citigroup Affiliate Pledgor has received and expects to continue to receive
substantial benefits from Citigroup as a result of agreeing to guarantee the
obligations of Citigroup to FRBNY under the Master Agreement and to grant a
security interest in its Collateral as collateral to and for the benefit of
FRBNY hereunder;

         

        NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Citigroup, each Citigroup Affiliate Pledgor and FRBNY agree
as follows:

         

        
          	
                  1.

                	
                  Definitions

                


        

         

        Unless
otherwise defined herein, capitalized terms used in this Agreement have the
meanings given to them from time to time in the Master Agreement.

         

        
          	
                  1.1

                	
                  Certain Defined
      Terms

                


        

         

        As used in
this Agreement, the following terms have the following meanings:

         

        “Adverse Claim” means
any assertion of a property right that would adversely affect FRBNY’s right to
Collateral, including but not limited to any claim, lien, security interest,
encumbrance, preference or priority arrangement or restriction on the transfer
or pledge of Collateral, except as created by, or otherwise permitted under,
this Agreement, other Security Documents or FRBNY.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        “Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as now and
hereafter in effect, or any successor statute.

         

        “Books” means all
books, records and other written, electronic or other documentation in whatever
form maintained now or hereafter by or for Citigroup or any Citigroup Affiliate
Pledgor in connection with the ownership of its assets or the conduct of its
business or evidencing or containing information relating to the Collateral,
including: ledgers or other records indicating, summarizing, or evidencing
Citigroup’s or any Citigroup Affiliate Pledgor’s assets, business operations or
financial condition; computer programs and software; computer discs, tapes,
files, manuals, spreadsheets; computer printouts and output of whatever kind;
any other computer prepared or electronically stored, collected or reported
information and equipment of any kind; and any and all other rights now or
hereafter arising out of any contract or agreement between Citigroup or any
Citigroup Affiliate Pledgor and any service bureau, computer or data processing
company or other Person charged with preparing or maintaining any of Citigroup’s
or any Citigroup Affiliate Pledgor’s books or records.

         

        “Citigroup Affiliate
Pledgor” has the meaning set forth in the preamble.

         

        “Collateral” has the
meaning specified in Section 3.1.

         

        “Fraudulent Transfer
Laws” has the meaning specified in Section 3.3.

         

        “Governmental
Requirements” means all legal requirements in effect from time to time
including all laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations,
certificates, orders, franchises, determinations, approvals, notices, demand
letters, directions and requirements of all governments, departments,
commissions, boards, courts, authorities, agencies, officials and officers, and
all instruments of record, foreseen or unforeseen, ordinary or extraordinary,
including but not limited to any change in any law, regulation or the
interpretation thereof by any foreign or domestic governmental or other
authority (whether or not having the force of law), relating now or at any time
heretofore or hereafter to the business or operations of Citigroup or the
Citigroup Affiliate Pledgors or to any of the property owned, leased or used by
either Citigroup or the Citigroup Affiliate Pledgors, including, without
limitation, the development, design, construction, acquisition, start-up,
ownership and operation and maintenance of property.

         

        “Indemnified
Liabilities” has the meaning specified in Section 5.2.

         

        “Indemnitee” has the
meaning specified in Section 5.2.

         

        “Organization
Documents” means as to any Person the articles of incorporation,
certificate of incorporation, by-laws, operating agreement, or other constituent
documents.

         

        “Reserve Bank” means
any one of the Federal Reserve Banks (including FRBNY).

         

        “Secured Obligations”
means, with respect to Citigroup, all Citigroup Loan Obligations and, with
respect to any Citigroup Affiliate Pledgor, all obligations of such Citigroup
Affiliate Pledgor under this Agreement and the other Security
Documents.

         

        “Security Agreement
Supplement” means an instrument in the form of Exhibit A
hereto.

         

        “Security Documents”
means this Agreement and any financing statements or other instruments or
documents relating to the pledge of the Collateral and any amendments or
supplements to any of the foregoing.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        “Solvent” means, as to
any Person at any time, that:

         

        (a)           the
fair value of the property of such Person is greater than the amount of such
Person’s liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated for purposes
of Section 101(31) of the Bankruptcy Code;

         

        (b)           the
present fair saleable value of the property of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured;

         

        (c)           such
Person is able to realize upon its property and pay its debts and other
liabilities (including disputed, contingent and unliquidated liabilities) as
they mature in the normal course of business;

         

        (d)           such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature; and

         

        (e)           such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
unreasonably small capital,

         

        with
respect to all of the foregoing, as may be established for purposes of the
Bankruptcy Code or any applicable state law.

         

        “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New
York.

         

        
          	
                  2.

                	
                  Guaranty

                


        

         

        
          	
                  2.1

                	
                  Guaranty

                


        

         

        (a)           Each
Citigroup Affiliate Pledgor hereby irrevocably, absolutely and unconditionally
guarantees the full and punctual payment or performance when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all of the Citigroup Loan Obligations.  If acceleration
of the time for payment of any Citigroup Loan Obligations is stayed upon the
bankruptcy, insolvency, receivership, conservatorship, liquidation,
reorganization or any other similar proceeding of Citigroup, or for any other
reason, all such amounts otherwise subject to acceleration under the terms of
the Master Agreement or any other agreement between Citigroup and FRBNY
evidencing, securing, or otherwise executed in connection with any Citigroup
Loan Obligations shall be immediately due and payable by each Citigroup
Affiliate Pledgor.  The obligations of each Citigroup Affiliate
Pledgor under this Section 2 shall
remain in effect so long as the Citigroup Loan Obligations are
unpaid.

         

        (b)           This
Section 2
constitutes a guaranty by each Citigroup Affiliate Pledgor of payment and
performance when due and not merely of collection.  Each Citigroup
Affiliate Pledgor specifically agrees that it shall not be necessary or required
that FRBNY exercise any right, assert any claim or demand or enforce any remedy
whatsoever against Citigroup or any other Person or any collateral security or
guarantee before or as a condition to the obligations of such Citigroup
Affiliate Pledgor hereunder.  Should Citigroup default in the payment
or performance of any of the Citigroup Loan Obligations, the Secured Obligations
of each Citigroup 

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

         

        Affiliate
Pledgor hereunder with respect to such Citigroup Loan Obligations in default
shall become immediately due and payable to FRBNY.

         

        (c)           This
Section 2 shall
be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (i) the validity, regularity or enforceability of any of the
Citigroup Loan Obligations or any collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
FRBNY, (ii) any defense, setoff or counterclaim (other than a defense of payment
or performance) which may at any time be available to or be asserted by
Citigroup against FRBNY, (iii) until FRBNY shall have been paid in full, any
right of any Citigroup Affiliate Pledgor against any other Person, or (iv) any
other circumstance whatsoever (with or without notice to or knowledge of
Citigroup or any Citigroup Affiliate Pledgor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of Citigroup for the
Citigroup Loan Obligations, or of any Citigroup Affiliate Pledgor under this
Section 2, in
bankruptcy, insolvency, receivership, conservatorship, liquidation,
reorganization or any other similar proceeding, or by other operation of law, or
for any other reason.

         

        (d)           NOTWITHSTANDING
ANYTHING CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT OR IN ANY OF THE
OTHER SECURITY DOCUMENTS TO THE CONTRARY, FRBNY’S RECOURSE FOR THE SATISFACTION
OF EACH CITIGROUP AFFILIATE PLEDGOR’S GUARANTY OF THE CITIGROUP LOAN OBLIGATIONS
UNDER THIS AGREEMENT AND ALL OF THE OTHER SECURITY DOCUMENTS SHALL BE LIMITED
SOLELY TO FRBNY’S INTEREST IN THE COLLATERAL OF SUCH CITIGROUP AFFILIATE PLEDGOR
AND NO CITIGROUP AFFILIATE PLEDGOR SHALL BE PERSONALLY LIABLE FOR THE PAYMENT OF
ANY CITIGROUP LOAN OBLIGATIONS, PROVIDED, HOWEVER, THAT THE
LIMITATION ON EACH CITIGROUP AFFILIATE PLEDGOR’S PERSONAL LIABILITY AS PROVIDED
HEREIN OR IN ANY OTHER SECURITY DOCUMENT SHALL NOT IMPAIR THE VALIDITY OF THE
LIEN GRANTED HEREUNDER IN THE COLLATERAL OF SUCH CITIGROUP AFFILIATE PLEDGOR OR
BE TAKEN TO PREVENT THE ENFORCEMENT OF REMEDIES AGAINST THE COLLATERAL OF ANY
CITIGROUP AFFILIATE PLEDGOR PLEDGED IN RESPECT OF ANY AND ALL OBLIGATIONS
HEREUNDER OR UNDER THE SECURITY DOCUMENTS.

         

        (e)           This
Section 2 is
absolute, unconditional and irrevocable and is in no way conditioned or
contingent on Citigroup’s performance of any obligation to FRBNY under the
Master Agreement or otherwise any attempt to enforce in whole or in part any of
Citigroup’s liabilities and obligations to FRBNY or the existence or continuance
of Citigroup or any other Person as a legal entity nor shall this Agreement or
each Citigroup Affiliate Pledgor’s obligations hereunder be limited (subject to
Sections
2.1(d)
and 3.3
hereof), impaired, restricted or otherwise affected by the consolidation or
merger of Citigroup with or into any other entity, the sale, lease or other
disposition by Citigroup of all or substantially all of its assets to any other
entity (whether or not effected in compliance with the Master Agreement), or the
bankruptcy, insolvency, conservatorship or receivership of Citigroup, the
admission in writing by Citigroup of its inability to pay its debts as they
mature, or its making of a general assignment for the benefit of, or entering
into a composition or arrangement with, creditors.

         

        
          	
                  2.2

                	
                  Obligations
      Independent

                


        

         

        The
obligations of the Citigroup Affiliate Pledgors under this Section 2 are
independent of the obligations of Citigroup, and a separate action or actions
may be brought and prosecuted 

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

         

        against
each Citigroup Affiliate Pledgor regardless of whether action is brought against
Citigroup or whether Citigroup is joined in any such action or
actions.

         

        
          	
                  2.3

                	
                  Authorization of
      Renewals, Etc.

                


        

         

        Each
Citigroup Affiliate Pledgor authorizes FRBNY, without notice or demand to, or
consent of, any Citigroup Affiliate Pledgor and without impairing or releasing
any Citigroup Affiliate Pledgor’s obligations hereunder, or affecting its
liability hereunder in any way, from time to time:

         

        (a)           to
renew, amend, waive, compromise, extend, accelerate or otherwise change the time
for payment, or otherwise change the terms, of the Citigroup Loan Obligations,
including increase or decrease the rate of interest thereon, or otherwise
change, amend or waive the terms of the Master Agreement, or any other agreement
between Citigroup and FRBNY or any other Citigroup Affiliate Pledgor with FRBNY,
evidencing, securing or otherwise executed in connection with any Secured
Obligations, and this Agreement shall apply to the obligations and liabilities
of each Citigroup Affiliate Pledgor and Citigroup as so renewed, compromised,
extended, accelerated or otherwise changed;

         

        (b)           to
receive and hold security for the payment of this Agreement or any other Secured
Obligations and exchange, enforce, waive, release, fail to perfect, sell, or
otherwise dispose of any such security;

         

        (c)           to
apply such security and direct the order or manner of sale thereof as FRBNY in
its discretion may determine and to apply any sums by whomsoever paid or however
realized to any obligations of Citigroup or any Citigroup Affiliate Pledgor to
FRBNY regardless of what obligations and liabilities remain unpaid;

         

        (d)           to
release or substitute any one or more of any endorsers or guarantors of the
Secured Obligations; and

         

        (e)           in
accordance with the Master Agreement, to assign its rights and interests under
this Agreement or the Master Agreement in whole or in part.

         

        Without
limiting the foregoing, each Citigroup Affiliate Pledgor hereby specifically
waives its rights and benefits under any statute, regulation, judicial decision
or other law which purports to exonerate or reduce the liability of a surety if
the underlying obligation is altered in any respect or if the rights and
remedies of the creditor against the principal in respect of a secured
obligation are in any way altered, impaired or suspended and agrees that, by so
doing, each Citigroup Affiliate Pledgor’s obligations hereunder shall continue
even if FRBNY alters any obligations under the Master Agreement in any respect
or FRBNY’s remedies or rights against Citigroup are in any way impaired or
suspended without any Citigroup Affiliate Pledgor’s consent.

         

        Each
Citigroup Affiliate Pledgor further agrees the performance or occurrence of any
of the acts or events described in this Section 2.3 with respect to
indebtedness or other obligations of Citigroup, other than the Citigroup Loan
Obligations, to FRBNY, shall not affect the liability of any Citigroup Affiliate
Pledgor hereunder.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  2.4

                	
                  Waiver of Certain
      Rights

                


        

         

        Each
Citigroup Affiliate Pledgor waives any right to, among other things, require
FRBNY:

         

        (a)           to
proceed against Citigroup or any other Person;

         

        (b)           to
proceed against or exhaust any security for the Secured Obligations;
or

         

        (c)           to
pursue any other remedy in FRBNY’s power whatsoever.

         

        
          	
                  2.5

                	
                  Waiver of Certain
      Defenses

                


        

         

        (a)           Each
Citigroup Affiliate Pledgor waives any defense arising by reason of any
disability or other defense of Citigroup, or the cessation from any cause
whatsoever of the liability of Citigroup, in either case other than final
payment in full of all Citigroup Loan Obligations, whether consensual or arising
by operation of law or any bankruptcy, conservatorship, receivership, insolvency
or debtor relief proceeding, or from any other cause, or any claim that any
Citigroup Affiliate Pledgor’s obligations exceed or are more burdensome than
those of Citigroup either individually or in the aggregate.  Each
Citigroup Affiliate Pledgor waives, to the fullest extent permitted under
applicable law, any defense arising by reason of any statute of limitations
affecting the liabilities of Citigroup.  Each Citigroup Affiliate
Pledgor waives all rights and defenses arising out of an election of remedies by
FRBNY.  Each Citigroup Affiliate Pledgor waives any benefit of, and
any right to participate in, any security or other guaranty now or hereafter
held by FRBNY securing the Secured Obligations.

         

        (b)           No
invalidity, irregularity or unenforceability of the obligations or liabilities
of Citigroup under the Master Agreement or any other agreement between Citigroup
and FRBNY shall affect, impair or be a defense to this
Agreement.  Each Citigroup Affiliate Pledgor hereby waives any and all
benefits and defenses under any statute, regulation, judicial decision or other
law which purports to exonerate or reduce the liability of a surety as a result
of any disability or absence of liability of the principal or any defense to
liability or enforcement which the principal may have and agrees that, by so
doing, such Citigroup Affiliate Pledgor’s obligations and the security interests
granted hereunder shall continue even if Citigroup had no liability at the time
of execution of the Master Agreement or thereafter ceased or ceases to be
liable.  Each Citigroup Affiliate Pledgor also waives any and all
benefits and defenses under any statute, regulation, judicial decision or other
law which purports to limit the liability of a surety to that of the principal
or to reduce the liability of a surety in proportion to any reduction in the
liability of the principal and agrees that, by so doing, such Citigroup
Affiliate Pledgor’s obligations hereunder may be more burdensome than that of
Citigroup.  Each Citigroup Affiliate Pledgor also waives to the
fullest extent permitted by law, any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor or
surety.

         

        
          	
                  2.6

                	
                  Waiver of
      Presentments, Etc.

                


        

         

        Each
Citigroup Affiliate Pledgor waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor and
notices of acceptance of this Section 2 and of the
existence, creation, or incurring of new or additional Citigroup Loan
Obligations or any other indebtedness of Citigroup to FRBNY.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  2.7

                	
                  Other
      Waivers

                


        

         

        (a)           Each
Citigroup Affiliate Pledgor waives, to the fullest extent permitted by law, any
right of redemption with respect to the Collateral pledged by it hereunder,
whether before or after sale hereunder, and all rights, if any, of marshalling
of such Collateral or other collateral or security for the Secured Obligations;
and all claims, damages, and demands against FRBNY arising out of the
repossession, retention, sale or application of the proceeds of any sale of any
such Collateral.

         

        (b)           Citigroup
acknowledges its consent to the terms and conditions hereof and Citigroup hereby
waives and agrees not to assert any and all rights to require FRBNY to proceed
against any Citigroup Affiliate Pledgor or Collateral pledged by it before
enforcing FRBNY’s rights against Collateral pledged by Citigroup and any other
defense based upon an election of remedies.

         

        
          	
                  2.8

                	
                  Information Relating
      to Citigroup

                


        

         

        Each
Citigroup Affiliate Pledgor acknowledges that it has the ability, and hereby
assumes the obligation and responsibility, to keep informed of the financial
condition and business operations of Citigroup and its other Affiliates and of
other matters or circumstances affecting the ability of any of them to pay or
perform their respective obligations to FRBNY or the risk of nonpayment and
nonperformance.  Each Citigroup Affiliate Pledgor hereby waives any
obligation on the part of FRBNY to inform such Citigroup Affiliate Pledgor of
the financial condition, or any changes in financial condition, of Citigroup or
any Affiliates thereof or of any other matter or circumstance which might affect
the ability of Citigroup to pay and perform under the Master Agreement or any
other document between Citigroup and FRBNY, or the risk of nonpayment or
nonperformance.

         

        
          	
                  2.9

                	
                  Waiver of Subrogation;
      Limitation and Subordination of Right to
      Reimbursement

                


        

         

        Except to
the extent expressly provided herein, each Citigroup Affiliate Pledgor hereby
irrevocably waives any right of subrogation, reimbursement, contribution or any
similar right against Citigroup or any other Citigroup Affiliate
Pledgor.  Citigroup hereby agrees to reimburse each Citigroup
Affiliate Pledgor for any payment by, or the application of any interest in any
property of, such Citigroup Affiliate Pledgor pursuant to this Agreement or the
Master Agreement.  Each Citigroup Affiliate Pledgor’s right to receive
reimbursement hereunder shall be fully subordinated in time and priority of
payment to the Secured Obligations and all other obligations of Citigroup to
FRBNY.  In furtherance of the foregoing, no payment shall be made by
Citigroup or received or retained by any Citigroup Affiliate Pledgor in respect
of Citigroup’s reimbursement obligation unless and until all Secured Obligations
shall have been satisfied in full.  Any amount received by any
Citigroup Affiliate Pledgor on account of any such reimbursement obligation
prior to such time shall be held by such Citigroup Affiliate Pledgor in trust
for the benefit of FRBNY and the proceeds thereof shall be paid over to FRBNY on
account of the Secured Obligations, but without reducing or affecting in any
manner the liability of any Citigroup Affiliate Pledgor under the other
provisions of this Agreement.

         

        
          	
                  2.10

                	
                  Reinstatement of
      Guaranty

                


        

         

        If any
payment or transfer of any interest in property by Citigroup or any Citigroup
Affiliate Pledgor to FRBNY in fulfillment of any Secured Obligations is
rescinded or must at any time (including after the return or cancellation of
this Agreement) be returned, in whole or in part, 

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

         

        by FRBNY
to Citigroup, such Citigroup Affiliate Pledgor or any other Person, upon the
insolvency, conservatorship, receivership, liquidation, appointment of a trustee
or custodian, bankruptcy or reorganization of Citigroup or otherwise, this
Agreement shall be reinstated with respect to any such payment or transfer,
regardless of any such prior return or cancellation.

         

        
          	
                  2.11

                	
                  Powers

                


        

         

        It is not
necessary for FRBNY to inquire into the powers of Citigroup or any Citigroup
Affiliate Pledgor or of the officers, directors, partners or agents acting or
purporting to act on any such entity’s behalf, and any Secured Obligations made
or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

         

        
          	
                  2.12

                	
                  Acknowledgment of
      Receipt of Value

                


        

         

        Each
Citigroup Affiliate Pledgor acknowledges and agrees that it has received and
expects to continue to receive substantial benefits in consideration for its
Secured Obligations.  Without limiting the foregoing, each Citigroup
Affiliate Pledgor acknowledges that, in consideration for entering into this
Agreement and granting a security interest in its assets as provided herein,
each Citigroup Affiliate Pledgor has received, and expects to continue to
receive, benefits consisting of (a) greater viability and strength of
Citigroup, each Citigroup Affiliate Pledgor and their respective Affiliates, (b)
increased financing options and asset management for Citigroup, each Citigroup
Affiliate Pledgor and their respective Affiliates, and (c) the right to
reimbursement granted hereunder.

         

        
          	
                  3.

                	
                  Security
      Interest

                


        

         

        
          	
                  3.1

                	
                  Grant of Security
      Interest

                


        

         

        (a)           As
security for the payment and performance of its Secured Obligations, Citigroup
and each Citigroup Affiliate Pledgor hereby grants to FRBNY a security interest
in all of its rights, title and interest in and to any and all of the following,
in all instances, whether now owned or hereafter acquired, now existing or
hereafter created:  (i) each of the items of property identified
as Covered Assets on Schedule A attached
to the Master Agreement (as the same may be updated from time to time in
accordance with the Master Agreement) (including, for the avoidance of doubt,
(w) all security interests, mortgages and liens on personal or real
property (including, without limitation, any Hedging Agreements) securing such
assets, if applicable, (x) all related servicing rights and servicing
records, (y) all related rights or interests in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and (z) all supporting obligations, including any related insurance
policies), (ii) all “instruments”, “general intangibles”, “documents”,
“investment property”, “accounts” and “chattel paper”, each as defined in the
UCC, and any contract rights, payments or rights to payment relating to or
constituting any and all of the foregoing, (iii) all “securities accounts” and
“deposit accounts” in which any or all of the foregoing or any proceeds thereof
is credited from time to time and (iv) all replacements, substitutions or
distributions on or proceeds, payments and profits of, and records and files
relating to, any and all of the foregoing (collectively, the “Collateral”);
and

         

        (b)           Schedule A attached
to the Master Agreement (as the same may be updated from time to time in
accordance with the Master Agreement) is hereby incorporated by reference as
Schedule 1
hereto and made a part of this Agreement.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  3.2

                	
                  Rights, Remedies and
      Duties Regarding the
Collateral

                


        

         

        Subject to
Sections 2.1(d) and 3.3 hereof, Citigroup
and each Citigroup Affiliate Pledgor hereby agrees, without limitation as to any
other rights and remedies of FRBNY hereunder, that FRBNY shall have all of the
rights and remedies of a secured party under the UCC, under the Uniform
Commercial Code as in effect in any other relevant jurisdiction (including any
jurisdiction in which any remedy is sought to be exercised) and under any other
applicable law.  Citigroup and each Citigroup Affiliate Pledgor shall
maintain all of their respective Collateral, including without limitation, all
original instruments or agreements evidencing any Collateral, at the addresses
set forth in Schedule
2 unless Citigroup or any such Citigroup Affiliate Pledgor shall have
provided FRBNY ten (10) calendar days prior written notice of an alternate
location within the United States satisfactory to FRBNY.  To the
extent that any such instruments or agreements are not held by Citigroup or any
such Citigroup Affiliate Pledgor directly (other than any instruments or
agreements relating to syndicated credit facilities that are held by an
administrative or other agent or trustee of such facilities), Citigroup or such
Citigroup Affiliate Pledgor shall provide an acknowledgement from the Persons(s)
holding such instruments or agreements that they are being held for the benefit
of FRBNY as secured party.  If so directed by FRBNY, Citigroup and
each Citigroup Affiliate Pledgor shall provide a blanket assignment with respect
to the instruments evidencing the Collateral in the manner required by
FRBNY.

         

        If so
requested by FRBNY, Citigroup and each Citigroup Affiliate Pledgor shall
physically segregate the Collateral described in Schedule 1 in a
manner satisfactory to FRBNY.

         

        
          	
                  3.3

                	
                  Effect of Fraudulent
      Transfer Law

                


        

         

        Anything
contained in this Agreement to the contrary notwithstanding, if any Fraudulent
Transfer Law (as defined herein) is determined by a court of competent
jurisdiction to be applicable to (a) the pledge by Citigroup or any
Citigroup Affiliate Pledgor of Collateral under this Agreement, such pledge
shall be limited so as to apply to a maximum aggregate amount equal to the
largest amount that would not render such pledge as being subject to avoidance
as a fraudulent transfer or conveyance under any applicable law (collectively,
the “Fraudulent
Transfer Laws”) or (b) the guarantee by any Citigroup Affiliate
Pledgor under this Agreement, such guarantee shall be limited to the maximum
amount that would not render such guarantee as being subject to avoidance as a
fraudulent transfer or conveyance under any Fraudulent Transfer Law, in each
case after giving effect to all other liabilities of Citigroup or such Citigroup
Affiliate Pledgor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws and after giving effect as assets to the value (as
determined under the applicable provisions of the Fraudulent Transfer Laws) of
any rights to subrogation, reimbursement, indemnification or contribution of any
Citigroup Affiliate Pledgor pursuant to applicable law or pursuant to the terms
of any agreement.

         

        
          	
                  3.4

                	
                  Delivery and
      Control

                


        

         

        (a)           Subject
to the requirements of Section 11.1 of the Master Agreement, upon FRBNY’s
written or oral request, or promptly at any time that Citigroup becomes subject
to any mandatory collateral delivery requirements that may be established in
writing by FRBNY, and in either case from time to time thereafter, Citigroup and
each Citigroup Affiliate Pledgor promptly shall deliver or cause to be delivered
to FRBNY, or to a custodian or nominee designated by FRBNY, all or any portion
of the Collateral as determined by FRBNY.  The Collateral delivered to
FRBNY or to a custodian or nominee designated by FRBNY shall be endorsed or
assigned by Citigroup or any such Citigroup Affiliate Pledgor as directed by
FRBNY.  Citigroup and each 

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

         

        Citigroup
Affiliate Pledgor shall obtain from any custodian of the Collateral an
acknowledgment by the custodian of FRBNY’s interest in the Collateral in
compliance with the Uniform Commercial Code of the applicable
jurisdiction.

         

        (b)           With
respect to any Covered Assets that are “uncertificated securities” for purposes
of any applicable Uniform Commercial Code, upon the request of FRBNY, Citigroup
or the relevant Citigroup Affiliate Pledgor shall cause the issuer of such
uncertificated security to either (i) register FRBNY as the registered owner
thereof on the books and records of the issuer or (ii) execute a control
agreement substantially in the form of Exhibit B hereto,
pursuant to which such issuer agrees to comply with FRBNY’s instructions with
respect to such uncertificated security without further consent from Citigroup
or the relevant Citigroup Affiliate Pledgor.

         

        (c)           With
respect to any Covered Assets that are “securities accounts” or “securities
entitlements” for purposes of any applicable Uniform Commercial Code (other than
securities accounts of Citigroup or a Citigroup Affiliate Pledgor at FRBNY),
upon the request of FRBNY, Citigroup or the relevant Citigroup Affiliate Pledgor
shall cause the securities intermediary maintaining such securities account or
securities entitlement to enter into an agreement substantially in the form of
Exhibit C
hereto pursuant to which it shall agree to comply with FRBNY’s “entitlement
orders” without further consent by Citigroup or such Citigroup Affiliate
Pledgor.

         

        (d)           With
respect to any “deposit accounts” for purposes of any applicable Uniform
Commercial Code to which any proceeds of any Covered Assets are or may be on
deposit from time to time (other than deposit accounts of Citigroup or a
Citigroup Affiliate Pledgor at FRBNY), Citigroup or the relevant Citigroup
Affiliate Pledgor shall cause the depositary institution maintaining such
account to enter into an agreement substantially in the form of Exhibit D hereto,
pursuant to which FRBNY shall have “control” (within the meaning of
Section 9-104 of the UCC) over such deposit account.

         

        
          	
                  3.5

                	
                  Continuing Security
      Interest

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor agrees that this Agreement shall create a
continuing security interest in their respective Collateral which shall remain
in effect until FRBNY has provided Citigroup and the Citigroup Affiliate
Pledgors its written consent to terminate this Agreement.

         

        
          	
                  3.6

                	
                  Right of FRBNY to
      Proceed Against the
Collateral

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor agrees that, upon the occurrence of any
Event of Default, FRBNY may proceed against their respective Collateral in
accordance with the terms of the Master Agreement and this
Agreement.

         

        
          	
                  3.7

                	
                  Notice of Certain
      Changes

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor agrees to furnish to Bank at least thirty
(30) calendar days’ prior written notice of any of the following:  (i)
a change in such entity’s legal name from that indicated on Schedule 1 to this
Agreement and such entity’s organizational documents as filed with such entity’s
jurisdiction of organization; (ii) a change in such entity’s organizational
legal entity designation; or (iii) a change in such entity’s jurisdiction of
incorporation or formation.  Citigroup and each Citigroup Affiliate
Pledgor agree not to effect or 

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

         

        permit any
change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or other applicable law that are required in
order for FRBNY to continue at all times following such change to have a valid,
legal and perfected security interest in the Collateral.

         

        
          	
                  3.8

                	
                  Further Assurances;
      Authorization

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor shall promptly take all action as FRBNY may
reasonably request to perfect and continue perfected, maintain the priority of
or provide notice of FRBNY’s security interest in the Collateral pledged by it
hereunder under any applicable law (including the law of non-U.S. jurisdictions)
and to accomplish the purposes of this Agreement.  To the extent that
any of the Collateral consists of secured loans or other secured assets,
Citigroup and each Citigroup Affiliate Pledgor shall promptly take all action
permitted or contemplated by the documentation governing the terms of such
Collateral, to perfect and continue perfected, maintain the priority of or
provide notice of its security interest in the collateral securing such loans or
assets under any applicable law (including the law of non-U.S.
jurisdictions).  Upon the request of FRBNY, Citigroup and each
Citigroup Affiliate Pledgor agrees to deliver to FRBNY opinions of local counsel
in jurisdictions in which the Collateral is located, with respect to the
enforceability and perfection of the security interests granted hereunder in
form and substance satisfactory to FRBNY.  Without limiting the
foregoing, Citigroup and each Citigroup Affiliate Pledgor hereby authorizes
FRBNY at any time and from time to time to file in any relevant jurisdiction any
financing statements, continuation statements, and amendments thereto that
contain the information required by Article 9 of the Uniform Commercial Code of
each applicable jurisdiction.  Such statements or amendments may
describe the Collateral in any manner substantially similar to the manner the
Collateral is described herein.  Moreover, Citigroup and each
Citigroup Affiliate Pledgor shall not perform any act with respect to any
Collateral that would impair FRBNY’s rights or interests therein, nor will
Citigroup nor any Citigroup Affiliate Pledgor fail to perform any act that would
reasonably be expected to prevent such impairment or that is necessary to
preserve FRBNY’s rights.  Citigroup and each Citigroup Affiliate
Pledgor hereby acknowledges that it has notice of the security interest of FRBNY
in the Covered Assets and hereby acknowledges and consents to such
lien.  Citigroup and each Citigroup Affiliate Pledgor shall provide
FRBNY such information with respect to the Collateral as it requests from time
to time (including, without limitation, information with respect the ownership
and location of the Collateral and information requested by FRBNY to facilitate
the exercise of its rights and remedies under this Agreement).

         

        
          	
                  3.9

                	
                  Power of
      Attorney

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor hereby appoints FRBNY as its true and
lawful attorney, for and on its behalf and in its name, place, and stead, to
prepare, execute, and record endorsements and assignments to FRBNY of all or any
item of the Collateral (including the identification and listing, by exhibit
prepared by FRBNY or otherwise, of loans constituting such Collateral), giving
or granting to FRBNY as such attorney, full power and authority to do or perform
every lawful act necessary or proper in connection therewith as fully as
Citigroup or such Citigroup Affiliate Pledgor could or might
do.  Citigroup and each Citigroup Affiliate Pledgor hereby ratifies
and confirm all that FRBNY shall lawfully do or cause to be done by virtue of
this special power of attorney.  This special power of attorney is
granted for a period commencing on the date hereof and continuing until the
termination of this Agreement pursuant to Section 3.5, is coupled with
an interest, and is irrevocable for the period granted.  As
Citigroup’s and each Citigroup Affiliate Pledgor’s true and lawful
attorney-in-fact, FRBNY shall have no responsibility to take any steps necessary
to preserve rights against prior parties nor the duty to 

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

         

        send
notices, perform services, or take any action in connection with the management
of the Collateral.

         

        
          	
                  4.

                	
                  Representations,
      Warranties and Agreements of Citigroup and the Citigroup Affiliate
      Pledgors

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor, in each case with respect to itself only,
hereby represents, warrants and agrees to and with FRBNY that as of the date
hereof and as of each date on which the FRBNY Loan is outstanding under the
Master Agreement:

         

        
          	
                  4.1

                	
                  Existence and
      Power

                


        

         

        It (a) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization (as such information is listed on Schedule 2), (b) has
the power and authority, and all governmental licenses, authorizations, consents
and approvals to own its assets, carry on its business and to execute, deliver,
and perform its obligations under this Agreement and each other Security
Document to which it is a party, including its obligation to grant a security
interest to FRBNY in its Collateral, (c) is duly qualified as a foreign
organization and in good standing under the laws of each jurisdiction where the
character of its property, the nature of its business and the performance of its
obligations make such qualification necessary and (d) is in compliance in all
material respects with all Requirements of Law, except in the case of clauses
(b), (c) or (d) as could not reasonably be expected to have a Material Adverse
Effect.

         

        
          	
                  4.2

                	
                  Corporate
      Authorization; No
Contravention

                


        

         

        The
execution, delivery and performance of this Agreement (a) has been duly
authorized by its board of directors or other governing body; and (b) do not and
will not (i) contravene the terms of any of its Organization Documents; (ii)
conflict with or result in any breach or contravention of, or (except for the
Liens created hereby) the creation of any Lien under, any document evidencing
any Contractual Obligation to which it is a party or any order, injunction, writ
or decree of any Governmental Authority to which it or its property is subject;
or (iii) violate any Governmental Requirements.  An executed
counterpart of this Agreement will be maintained continuously among its official
books and records.

         

        
          	
                  4.3

                	
                  Governmental
      Authorization

                


        

         

        No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing (other than with respect to the financing statements naming FRBNY as
secured party) with, any Governmental Authority is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, it of this Agreement or any other Security Document to which it is a
party, except approvals, consents, authorizations, notices or filings as have
been obtained or made and are in full force and effect.

         

        
          	
                  4.4

                	
                  Binding
      Effect

                


        

         

        This
Agreement and each other Security Document to which it is a party constitute its
legal, valid and binding obligations, enforceable against such entity in
accordance with its respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally, concepts of reasonableness and general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  4.5

                	
                  Regulated
      Entities

                


        

         

        It is not
(a) required to register as an “Investment Company” under the Investment Company
Act of 1940; or (b) in violation of any regulation under the Federal Power Act,
the Interstate Commerce Act, any state public utilities code or any other
federal or state statute or regulation limiting its ability to incur or
guarantee indebtedness.

         

        
          	
                  4.6

                	
                  Locations of
      Books

                


        

         

        All
locations where Books pertaining to any of its rights to payment from the
Collateral are kept, including all equipment necessary for accessing such Books
and the names and addresses of all service bureaus, computer or data processing
companies and other Persons keeping any Books or collecting rights to payment
from the Collateral, are set forth in Schedule
2.

         

        
          	
                  4.7

                	
                  Ownership and
      Enforceability of the
Collateral

                


        

         

        (a)           It
is, and will continue to be, the sole and complete owner of the Collateral
pledged by it hereunder (or, in the case of after-acquired Collateral, at the
time it acquires rights in such Collateral, will be the sole and complete owner
thereof), and has the right and authority to grant a security interest to FRBNY
in such Collateral.  It has a perfected security interest in any
collateral securing any Covered Asset constituting Collateral pledged by it
hereunder (or, in the case of after-acquired collateral, at the time the
relevant underlying pledgor acquires rights in such collateral, will have such a
perfected security interest) to the extent permitted or contemplated by the
documentation governing the terms of such Collateral.  It has not
conveyed or otherwise created, and there does not exist, any participation
interest or other direct, indirect, legal or beneficial interest in any
Collateral pledged by it on the part of anyone other than FRBNY.

         

        (b)           Except
as otherwise permitted under the Master Agreement or hereunder, it shall not (i)
sell or otherwise dispose of, or offer to sell or otherwise dispose of, the
Collateral or any interest therein, or (ii) pledge, mortgage, or create, or
permit the existence of any right of any person in or claim to the Collateral
other than the security interest granted herein.

         

        
          	
                  4.8

                	
                  Enforceability;
      Priority of Security
Interest

                


        

         

        (a)           The
security interest in the Collateral created hereby has been duly and validly
granted by it, and such security interest is enforceable against the Collateral
in which it now has rights and will be enforceable against the Collateral in
which it hereafter acquires rights at the time it acquires any such rights;
and

         

        (b)           Upon
the filing of a financing statement in accordance with the Uniform Commercial
Code of the applicable jurisdiction, the execution and delivery of a control
agreement or, with respect to Collateral located in, or perfection of a security
interest in which is governed by the law of, any non-U.S. jurisdiction,
satisfaction of applicable requirements of law in such jurisdiction, FRBNY will
have perfected and, except for Permitted Liens, a first priority security
interest in the Collateral in which it now has rights, and will have a perfected
and, except for Permitted Liens, first priority security interest in the
Collateral in which it hereafter acquires rights at the time it acquires any
such rights, in each case securing the Secured Obligations.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  4.9

                	
                  Compliance With the
      Master Agreement

                


        

         

        Each
Citigroup Affiliate Pledgor shall take all actions necessary for Citigroup to
comply with the Master Agreement.

         

        
          	
                  4.10

                	
                  Rights Free of any
      Adverse Claim

                


        

         

        Except for
the security interest herein granted and any Permitted Liens, it shall have
rights in the Collateral pledged by it hereunder free from any Adverse Claim,
and shall maintain the security interest created hereby as a perfected security
interest with the priority set forth in Section 4.8 and shall take
all actions necessary or prudent to defend against any Adverse
Claim.

         

        
          	
                  4.11

                	
                  Other Financing
      Statements

                


        

         

        Other than
the financing statements in favor of FRBNY, no effective financing statement
naming Citigroup or such Citigroup Affiliate Pledgor as debtor, assignor,
grantor, mortgagor, pledgor or the like and covering all or any part of the
Collateral is on file in any filing or recording office in any
jurisdiction.

         

        
          	
                  4.12

                	
                  Payments of
      Expenses

                


        

         

        It shall
pay promptly when due (or before they become delinquent) all taxes, assessments,
governmental charges, and levies imposed upon their respective Collateral or any
income or profits therefrom, and any claims of any kind against their respective
Collateral, except for taxes that are being contested in good faith by
appropriate proceedings diligently conducted for which appropriate reserves have
been established in accordance with GAAP and where there is no risk of liens
arising on, or forfeiture of, such Collateral other than Permitted
Liens.

         

        
          	
                  4.13

                	
                  Collateral
      Eligibility

                


        

         

        Each item
of the Collateral satisfies all the criteria for Covered Assets as set forth in
the Master Agreement and except for Permitted Liens, the Collateral is free and
clear of any liens, encumbrances or other interests.  Any item of
Collateral that is improperly included as a Covered Asset under the Master
Agreement shall continue to constitute Collateral until such time as FRBNY is
reimbursed in full to the extent required by Section 5.4 of the Master
Agreement.

         

        
          	
                  4.14

                	
                  Information

                


        

         

        All
information contained in any report, schedule or other documentation provided
heretofore or from time to time hereafter by it to FRBNY is or will be true and
correct in all material respects as of the time given.

         

        
          	
                  4.15

                	
                  Solvency

                


        

         

        It is, and
will be at all times while this Agreement is in effect, Solvent.

         

        
          	
                  4.16

                	
                  Affiliate
      Status

                


        

         

        Each
Citigroup Affiliate Pledgor shall provide all information with respect to the
identity of the holders of its equity interests as FRBNY may from time to time
request.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  4.17

                	
                  Updates to
      Schedules

                


        

         

        It shall
update Schedule
2 as necessary to maintain at all times the accuracy of the information
provided therein.

         

        
          	
                  5.

                	
                  Costs and Expenses;
      Indemnification

                


        

         

        
          	
                  5.1

                	
                  Costs and
      Expenses

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor agrees (a) to pay or reimburse FRBNY and
its agents for all of their reasonable out-of-pocket costs and expenses incurred
in connection with the development, preparation, review, negotiation and
execution of, and any amendment, supplement or modification to, this Agreement
and any other Security Documents and any other documents prepared in connection
herewith or therewith or in connection with the transactions contemplated
thereby, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements
of counsel to FRBNY and filing and recording fees and expenses, (b) to pay or
reimburse FRBNY and its agents for all costs and expenses incurred by them in
connection with the enforcement or preservation of any rights under this
Agreement, any other Security Documents and any such other documents, including
the fees and disbursements of counsel to FRBNY, and (c) to pay, indemnify, and
hold FRBNY and its Related Parties harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other taxes (other than those of the nature
of an income tax), if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement and
modification of, or any waiver or consent under or in respect of, this
Agreement, any other Security Documents and any such other
documents.

         

        
          	
                  5.2

                	
                  Indemnification

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor jointly and severally agree to pay,
indemnify and hold FRBNY and its Related Parties (each an “Indemnitee”) harmless
from and against, any and all liabilities, obligations, losses, claims, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including the reasonable fees and disbursements of
counsel to an Indemnitee (including allocated costs of internal counsel), which
may be imposed on, incurred by, or asserted against any Indemnitee, in any way
relating to or arising out of this Agreement or the transactions contemplated
hereby or the breach of any representation or warranty made herein by Citigroup
or any Citigroup Affiliate Pledgor or any action taken or omitted to be taken by
it hereunder (the “Indemnified
Liabilities”); provided that
Citigroup and each Citigroup Affiliate Pledgor shall not be liable to any
Indemnitee for any portion of such Indemnified Liabilities to the extent they
are found by a final, nonappealable decision of a court of competent
jurisdiction to have resulted from such Indemnitee’s gross negligence or willful
misconduct.  If and to the extent that the foregoing indemnification
is for any reason held unenforceable, Citigroup and each Citigroup Affiliate
Pledgor agree to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.  The agreements in this Section 5.2 shall survive
repayment of the FRBNY Loan and all other amounts payable
hereunder.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  6.

                	
                  Remedies

                


        

         

        
          	
                  6.1

                	
                  Remedies Upon
      Default

                


        

         

        Upon the occurrence of an Event of
Default, FRBNY may pursue any of the following remedies, separately,
successively, or concurrently:

        


        (a)           take
possession of any Collateral not already in FRBNY’s possession, without demand
and without legal process; and

         

        (b)           pursue
any other remedy available to collect, enforce, or satisfy any Secured
Obligations, including exercising its rights as a secured creditor to collect
income on the Collateral, or to sell, assign, transfer, lease or otherwise
dispose of Collateral whether or not Collateral is in FRBNY’s
possession.

         

        Upon
FRBNY’s demand, Citigroup and any Citigroup Affiliate Pledgor shall assemble and
make the Collateral available to FRBNY as FRBNY directs.  Citigroup
and each Citigroup Affiliate Pledgor grants to FRBNY the right, for this purpose
to enter into or on any premises where Collateral may be located.

         

        If FRBNY
exercises its rights with respect to any Collateral upon an Event of
Default:

         

        (a)           FRBNY
may sell, assign, transfer, and deliver, at FRBNY’s option, all or any part of
such Collateral at private or public sale, at such prices as FRBNY may, in good
faith, deem best, without advertisement, and Citigroup and each Citigroup
Affiliate Pledgor waives notice of the time and place of the sale, except any
notice that is required by law and may not be waived (in which case the parties
agree that ten (10) calendar days’ prior notice is sufficient);

         

        (b)           FRBNY
has no obligation to prepare Collateral for sale, and FRBNY may sell Collateral
and disclaim any warranties without adversely affecting the commercial
reasonableness of the sale; and

         

        (c)           FRBNY
has no obligation to collect from any third party or to marshal any assets in
favor of Citigroup or any Citigroup Affiliate Pledgor to satisfy any Secured
Obligations.

         

        FRBNY’s
rights and remedies hereunder are cumulative and not exclusive of any rights,
remedies, powers and privileges that may otherwise be available to
FRBNY.

         

        
          	
                  6.2

                	
                  Use of
      Proceeds

                


        

         

        The
proceeds realized by FRBNY upon selling or disposing of the Collateral will be
applied as set forth in the Master Agreement.

         

        
          	
                  6.3

                	
                  No
      Delay

                


        

         

        No delay
on the part of FRBNY in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or privilege preclude other or further exercise thereof or the
exercise of any other right, power or privilege or be construed to be a waiver
of any Event of Default.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  7.

                	
                  Miscellaneous.

                


        

         

        
          	
                  7.1

                	
                  Amendments and
      Waivers

                


        

         

        Neither
this Agreement, any other Security Document, nor any terms hereof or thereof may
be amended, supplemented, modified or waived except in accordance with Section
13.1 of the Master Agreement.

         

        
          	
                  7.2

                	
                  Notices

                


        

         

        All
notices, requests, consents and demands to or upon the respective parties hereto
to be effective shall be in writing (including by telecopy or other electronic
mail transmission), and, unless otherwise expressly provided herein, must be
delivered by messenger, overnight courier service, telecopy or electronic mail,
and shall be deemed to have been duly given or made when delivered, or notice by
electronic mail transmission, or, in the case of telecopy notice, when received,
addressed as follows or to such other address as may be hereafter notified by
the respective parties hereto:

         

        
          	
                  Citigroup:

                	
                  Citigroup
      Inc.

                  399
      Park Avenue

                  New
      York, New York 10022

                
	 
      	
                  Attention:  Michael
      S. Helfer, Esq., General Counsel

                
	 
      	
                  Telecopy:  (212)
      793-5300

                
	 
      	
                  Telephone:  (212)
      559-5152

                
	 
      	
                  Email:
      helferm@citi.com

                
	
                   

                  Each
      Citigroup Affiliate Pledgor:

                   

                  with
      a copy to Citigroup

                	
                   

                  c/o
      Citigroup at the address above

                
	 
      	 
      
	
                  FRBNY:

                	
                  [                                                   ]

                
	 
      	
                  Attention:  [                                 ]

                
	 
      	
                  Telecopy:  [                                 ]

                
	 
      	
                  Telephone:  [                               ]

                
	 
      	
                  Email:  [                                      
      ]

                


        

         

        provided that any
notice, request or demand to or upon FRBNY shall not be effective until
received. Notices and other communications to Citigroup, each Citigroup
Affiliate Pledgor and FRBNY hereunder may be delivered or furnished by
electronic communications.

         

        
          	
                  7.3

                	
                  Successors and
      Assigns; Participations and
Assignments

                


        

         

        The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that neither Citigroup nor any Citigroup Affiliate Pledgor shall assign
or otherwise transfer its rights or obligations hereunder without the prior
written consent of FRBNY.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  7.4

                	
                  Severability

                


        

         

        Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under all applicable laws and regulations. If,
however, any provision of this Agreement shall be prohibited by or invalid under
any such law or regulation in any jurisdiction, it shall, as to such
jurisdiction, be deemed modified to conform to the minimum requirements of such
law or regulation, or, if for any reason it is not deemed so modified, it shall
be ineffective and invalid only to the extent of such prohibition or invalidity
without affecting the remaining provisions of this Agreement, or the validity or
effectiveness of such provision in any other jurisdiction.

         

        
          	
                  7.5

                	
                  Governing
      Law

                


        

         

        THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

         

        
          	
                  7.6

                	
                  Submission To
      Jurisdiction; Waivers

                


        

         

        Each of
the parties hereto hereby irrevocably and unconditionally:

         

        (a)           submits
for itself and its property in any legal action or proceeding relating to this
Agreement and any other Security Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive
jurisdiction of the courts of the United States for the Southern District of
New York, and appellate courts thereof; provided that,
notwithstanding the foregoing, if there is no basis for federal jurisdiction in
respect of any such legal action or proceeding or recognition and enforcement
action, then each of the parties hereto submits for itself and its property in
any such legal action or proceeding or recognition and enforcement action to the
exclusive jurisdiction of the courts of the State of New York located in the
Borough of Manhattan in New York City, and appellate courts
thereof;

         

        (b)           consents
that any such action or proceeding may be brought only in such courts and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;

         

        (c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at its address set forth
in Section
7.2 of
this Agreement or at such other address of which the other parties hereto shall
have been notified pursuant thereto;

         

        (d)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law;

         

        (e)           agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in another jurisdiction by suit on the judgment or in any other
matter provided by law; and

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

         

        (f)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding any special, indirect, exemplary,
punitive or consequential damages of any kind whatsoever (including for lost
profits).

         

        
          	
                  7.7

                	
                  Acknowledgements

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor hereby acknowledge that:

         

        (a)           FRBNY
has no fiduciary relationship with or duty to Citigroup or any Citigroup
Affiliate Pledgor arising out of or in connection with this Agreement or any
other Security Documents; and

         

        (b)           no
joint venture is created hereby or by any other Security Documents or otherwise
exists by virtue of the transactions contemplated hereby among Citigroup, any
Citigroup Affiliate Pledgor and FRBNY.

         

        
          	
                  7.8

                	
                  Waivers of Jury
      Trial

                


        

         

        CITIGROUP,
EACH CITIGROUP AFFILIATE PLEDGOR AND FRBNY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         

        
          	
                  7.9

                	
                  Integration

                


        

         

        This
Agreement, the other Security Documents and the Master Agreement represent the
entire agreement of Citigroup, the Citigroup Affiliate Pledgors and FRBNY with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by FRBNY relative to the subject
matter hereof not expressly set forth or referred to herein, in the other
Security Documents or in the Master Agreement.

         

        
          	
                  7.10

                	
                  Counterparts

                


        

         

        This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of an executed signature page of this Agreement by email or facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.  A set of the copies of this Agreement signed by all the
parties shall be lodged with Citigroup, each Citigroup Affiliate Pledgor and
FRBNY.

         

        
          	
                  7.11

                	
                  Additional Citigroup
      Affiliate Pledgors

                


        

         

        Each
Citigroup Ring-Fence Affiliate that is required to enter in this Agreement as a
Citigroup Affiliate Pledgor pursuant to Section 11.15 of the Master Agreement
shall execute and deliver a Security Agreement Supplement and thereupon such
entity shall become a Citigroup Affiliate Pledgor hereunder with the same force
and effect as if originally named as a Citigroup Affiliate Pledgor
herein.  The execution and delivery of any such instrument shall not
require the consent of Citigroup or any other Citigroup Affiliate Pledgor
hereunder.  The rights and obligations of Citigroup and each Citigroup
Affiliate Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Citigroup Affiliate Pledgor as a party
to this Agreement.

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  7.12

                	
                  Confidentiality

                


        

         

        Citigroup
and each Citigroup Affiliate Pledgor agrees to keep confidential the Security
Documents, including Schedule 1 hereto (as
the same may be updated from time to time) and any other list identifying the
assets pledged to FRBNY hereunder; provided that nothing
herein shall prevent Citigroup or such Citigroup Affiliate Pledgor from
disclosing any such information (a) to Citigroup, any Citigroup Affiliate
Pledgor and any of their respective directors, officers, employees, trustees and
agents who have a need to know such information (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) upon the request or demand of any regulatory authority, (c)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) in connection with the exercise of any remedies
hereunder or under the other Security Documents or any suit, action or
proceeding relating to the enforcement of its rights hereunder or thereunder,
(e) with the consent of FRBNY or (f) to the extent such information becomes
publicly available other than as a result of a breach of this Section 7.12; provided, further, that prior
to any disclosure of information pursuant to clause (b) or (c) of the proviso
above, Citigroup or such Citigroup Affiliate Pledgor shall notify FRBNY, if
legally permitted to do so, of any proposed disclosure as far in advance of such
disclosure as practicable and, upon FRBNY’s request, take all reasonable actions
to ensure that any information disclosed is accorded confidential treatment, or
if such notice to FRBNY is prohibited by law, inform the relevant court or
regulatory authority of FRBNY’s interest in the disclosed information and
request that such court or regulatory authority inform FRBNY of the
disclosure.

         

        [signature
pages to follow]

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

         

        IN WITNESS
WHEREOF, Citigroup, each Citigroup Affiliate Pledgor and FRBNY have caused this
Agreement to be executed by their respective duly authorized officers, all as of
the date first written above.

         

        
          CITIGROUP
INC.

        

         

         

        
          	
                  By:

                	 


        

         

        
          	
                  Name:

                	 


        

         

        
          	
                  Title:

                	 


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        
          [______________________________]

        

         

        
          as
Citigroup Affiliate Pledgor

        

         

        
          	
                  By:

                	 


        

         

        
          	
                  Name:

                	 


        

         

        
          	
                  Title:

                	 


        

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          FEDERAL
RESERVE BANK OF NEW YORK

        

         

        
          	
                  By:

                	 


        

         

        
          	
                  Name:

                	 


        

         

        
          	
                  Title:

                	 


        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Schedule
1

          to
Security and Guaranty Agreement

        

         

         

        Citigroup Affiliate Pledgors
and Covered Assets

         

        (See
Schedule A to the Master Agreement)

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Schedule
2

          to
Security and Guaranty Agreement

        

         

        Citigroup’s and each
Citigroup Affiliate Pledgor’s

         

        Jurisdiction of
Organization

         

        Location of Books and
Records

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          EXHIBIT
A

          to
Security and Guaranty Agreement

        

         

         

        SUPPLEMENT
NO.                    
 dated as of
[         ], to the Security and
Guaranty Agreement dated as of [_________](the “Security Agreement”)
among CITIGROUP, INC. (“Citigroup”), certain
Affiliates of Citigroup party thereto and the FEDERAL RESERVE BANK OF NEW YORK
(“FRBNY”).

         

        A.           Reference
is made to the Master Agreement dated as of January 15, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Master Agreement”),
among Citigroup, FRBNY, the Department of the Treasury and the Federal Deposit
Insurance Corp.

         

        B.           Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Master Agreement and the Security Agreement
referred to therein.

         

        C.           Citigroup
and the Citigroup Affiliate Pledgors have entered into the Security Agreement in
order to induce FRBNY to make the FRBNY Loan.  Section 7.11 of the
Security Agreement provides that additional Citigroup Ring-Fence Affiliates may
become Citigroup Affiliate Pledgors under the Security Agreement by execution
and delivery of an instrument in the form of this Supplement.  The
undersigned entity (the “New
Citigroup Affiliate Pledgor”) is executing this Supplement in accordance
with the requirements of the Master Agreement to become a Citigroup Affiliate
Pledgor under the Security Agreement as consideration for FRBNY to make the
FRBNY Loan.

         

        Accordingly,
FRBNY and the New Citigroup Affiliate Pledgor agree as follows:

         

        SECTION
1.  In accordance with Section 7.11 of the Security Agreement, the New
Citigroup Affiliate Pledgor by its signature below becomes a Citigroup Affiliate
Pledgor under the Security Agreement with the same force and effect as if
originally named therein as a Citigroup Affiliate Pledgor and the New Citigroup
Affiliate Pledgor hereby (a) agrees to all the terms and provisions of the
Security Agreement applicable to it as a Citigroup Affiliate Pledgor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Citigroup Affiliate Pledgor thereunder are true and correct on and as of
the date hereof.  In furtherance of the foregoing, the New Citigroup
Affiliate Pledgor, as security for the payment and performance in full of the
Secured Obligations does hereby create and grant to FRBNY, its successors and
assigns, a security interest in and lien on all of the New Citigroup Affiliate
Pledgor’s right, title and interest in and to the Collateral (as defined in the
Security Agreement) of the New Citigroup Affiliate Pledgor.  Each
reference to a “Citigroup Affiliate
Pledgor” in the Security Agreement shall be deemed to include the New
Citigroup Affiliate Pledgor.  The Security Agreement is hereby
incorporated herein by reference.

         

        SECTION
2.  The New Citigroup Affiliate Pledgor represents and warrants to
FRBNY that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally,
concepts of reasonableness and general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

         

        SECTION
3.  This Supplement may be executed by one or more of the parties to
this Supplement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed signature page of this Agreement
by email or facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.  This Supplement shall become effective
when FRBNY shall have received a counterpart of this Supplement that bears the
signature of the New Citigroup Affiliate Pledgor, and FRBNY has executed a
counterpart hereof.

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

         

        SECTION
4.  The New Citigroup Affiliate Pledgor hereby represents and warrants
that (a) set forth on Schedule I attached hereto is a true and correct schedule
of its jurisdiction of organization and the location of any and all Books
pertaining to any its rights to payment from the Collateral of the New Citigroup
Affiliate Pledgor and (b) set forth above its signature hereto is the true and
correct legal name of the New Citigroup Affiliate Pledgor.  Schedule I
shall be incorporated into, and after the date hereof be deemed part of,
Schedule 2 to the Security Agreement.

         

        SECTION
5.  Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.

         

        SECTION
6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

         

        SECTION
7.  If any provision of this Supplement is held to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Supplement and the other Security Documents shall not be
affected or impaired thereby.  The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

         

        SECTION
8.  All communications and notices hereunder shall be in writing and
given as provided in Section 7.2 of the Security Agreement.

         

        SECTION
9.  The New Citigroup Affiliate Pledgor agrees to reimburse FRBNY for
its reasonable out-of-pocket expenses in connection with the execution and
delivery of this Supplement, including the reasonable fees, other charges and
disbursements of counsel for FRBNY.

         

        [Signatures
on following page]

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

         

         

         

        IN WITNESS
WHEREOF, the New Citigroup Affiliate Pledgor and FRBNY have duly executed this
Supplement to the Security Agreement as of the day and year first above
written.

         

        
          
            	[NAME
      OF NEW CITIGROUP AFFILIATE PLEDGOR]	 
      
	 	 
	 	 
	 	
                    By:

                  	 
      	 
      
	 	 
      	
                    Name:

                  	 
      
	 	 
      	
                    Title:

                  	 
      
	 	 
	 	 
	FEDERAL
      RESERVE BANK OF NEW YORK	 
      
	 	 
	 	 
	 	
                    By:

                  	 
      	 
      
	 	 
      	
                    Name:

                  	 
      
	 	 
      	
                    Title:

                  	 
      


          

        

         

         

        
          
            
            

          

          
            A-3

            
              

            

          

          
            
            

          

           

          
            EXHIBIT
B

            to
Security and Guaranty Agreement

          

           

        

        ISSUER
CONTROL AGREEMENT

         

        ISSUER
CONTROL AGREEMENT (this “Agreement”), dated as
of [             ],
is made by and between [Citigroup or the relevant Citigroup Affiliate Pledgor]
(the “Lien
Grantor”), the Federal Reserve Bank of New York (the “Secured Party”), and
[_____________], a [jurisdiction of organization] [type of entity] (the “Issuer”).  All
references herein to the “UCC” refer to the
Uniform Commercial Code as in effect from time to time in [Issuer’s jurisdiction
of organization].

         

        W I T N E
S S E T H:

         

        WHEREAS,
the Lien Grantor is the registered holder of [specify pledged uncertificated
securities issued by the Issuer] issued by the Issuer (the “Securities”);

         

        WHEREAS,
pursuant to the Security and Guaranty Agreement dated as of [____________] (as
such agreement may be amended and/or supplemented from time to time, the “Security and Guaranty
Agreement”), the Lien Grantor has granted to the Secured Party a
continuing security interest (the “Security Interest”)
in all right, title and interest of the Lien Grantor in, to and under the
Securities, whether now existing or hereafter arising; and

         

        WHEREAS,
the parties hereto are entering into this Agreement in order to perfect the
Security Interests on the Securities;

         

        NOW,
THEREFORE, the parties hereto agree as follows:

         

        Section 1.  Nature of
Securities.  The Issuer confirms that (i) the Securities are
“uncertificated securities” (as defined in Section 8-102 of the UCC) and (ii)
the Lien Grantor is registered on the books of the Issuer as the registered
holder of the Securities.

         

        Section 2.  Instructions.  The
Issuer agrees to comply with any “instruction” (as defined in Section 8-102 of
the UCC) originated by the Secured Party and relating to the Securities without
further consent by the Lien Grantor or any other person.  The Lien
Grantor consents to the foregoing agreement by the Issuer.

         

        Section 3.  Waiver of Lien; Waiver
of Set-off.  The Issuer waives any security interest, lien or
right of set-off that it may now have or hereafter acquire in or with respect to
the Securities.  The Issuer’s obligations in respect of the Securities
will not be subject to deduction, set-off or any other right in favor of any
person other than the Secured Party.

         

        Section 4.  Choice of
Law.  This Agreement shall be governed by the laws of [Issuer’s
jurisdiction of organization].

         

        Section 5.  Conflict with Other
Agreements.  There is no agreement (except this Agreement)
between the Issuer and the Lien Grantor with respect to the Securities [except
for [identify any existing other agreements] (the “Existing Other
Agreements”)].  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement [(including any
Existing Other Agreement)] between the Issuer and the Lien Grantor with respect
to the Securities, whether now existing or hereafter entered into, the terms of
this Agreement shall prevail.

         

        Section 6.  Amendments.  No
amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all the parties hereto.

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

         

         

        Section 7.  Notice of Adverse
Claims.  Except for the claims and interests of the Secured
Party and the Lien Grantor in the Securities, the Issuer does not know of any
claim to, or interest in, the Securities.  If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
attachment, execution or similar process) against the Securities, the Issuer
will promptly notify the Secured Party and the Lien Grantor
thereof.

         

        Section 8.  Maintenance of
Securities.  In addition to, and not in lieu of, the obligation
of the Issuer to honor instructions as agreed in Section 2 hereof, the Issuer
agrees as follows:

         

        (i)           Lien Grantor Instructions; Notice of
Exclusive Control.  So long as the Issuer has not received a
Notice of Exclusive Control (as defined below), the Issuer shall comply with
instructions of the Lien Grantor or any duly authorized agent of the Lien
Grantor in respect of the Securities.  After the Issuer receives a
written notice from the Secured Party that it is exercising exclusive control
over the Securities (a “Notice of Exclusive Control”), the Issuer will cease
complying with instructions of the Lien Grantor or any of its
agents.

         

        (ii)           Non-Cash Dividends and
Distributions.  After the Issuer receives a Notice of Exclusive
Control, the Issuer shall deliver to the Secured Party all dividends, interest
and other distributions paid or made upon or with respect to the
Securities.

         

        (iii)           Voting
Rights.  Until the Issuer receives a Notice of Exclusive
Control, the Lien Grantor shall be entitled to direct the Issuer with respect to
voting the Securities.

         

        (iv)           Statements and
Confirmations.  The Issuer will promptly send copies of all
material notices and other correspondence concerning the Securities
simultaneously to each of the Lien Grantor and the Secured Party at their
respective addresses specified in Section 11 hereof.

         

        (v)           Tax Reporting.  All
items of income, gain, expense and loss recognized in respect of the Securities
shall be reported to the Internal Revenue Service and all applicable state and
local taxing authorities under the name and taxpayer identification number of
the Lien Grantor.

         

        Section 9.  Representations,
Warranties and Covenants of the Issuer.  The Issuer makes the
following representations, warranties and covenants:

         

        (i)           This
Agreement is a valid and binding agreement of the Issuer enforceable in
accordance with its terms.

         

        (ii)           The
Issuer has not entered into, and until the termination of this Agreement will
not enter into, any agreement with any other person relating to the Securities
pursuant to which it has agreed, or will agree, to comply with instructions (as
defined in Section 8-102 of the UCC) of such person.  The Issuer has
not entered into any other agreement with the Lien Grantor or the Secured Party
purporting to limit or condition the obligation of the Issuer to comply with
instructions as agreed in Section 2 hereof.

         

        Section 10.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.

         

        Section 11.  Notices.  Each
notice, request or other communication given to any party hereunder shall be in
writing (which term includes facsimile or other electronic transmission) and
shall be effective (i) when delivered to such party at its address specified
below, (ii) when sent to such party by facsimile or 

         

        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        

         

         

        other
electronic transmission, addressed to it at its facsimile number or electronic
address specified below, and such party sends back an electronic confirmation of
receipt or (iii) ten (10) calendar days after being sent to such party by
certified or registered United States mail, addressed to it at its address
specified below, with first class or airmail postage prepaid:

         

        Lien
Grantor:

         

        Secured
Party:

         

        Issuer:

         

        Any party
may change its address, facsimile number and/or e-mail address for purposes of
this Section by giving notice of such change to the other parties in the manner
specified above.

         

        Section 12.  Termination.  The
rights and powers granted herein to the Secured Party (i) have been granted
in order to perfect the Security Interest, (ii) are powers coupled with an
interest and (iii) will not be affected by any bankruptcy of the Lien Grantor or
any lapse of time.  The obligations of the Issuer hereunder shall
continue in effect until the Secured Party has notified the Issuer in writing
that the Security Interest has been terminated pursuant to the Security and
Guaranty Agreement.

         

        Section 13.  Counterparts.  This
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.

         

        [signature page to
follow]

         

        
          
            
            

          

          
            B-3

            
              

            

          

          
            
            

          

        

         

         

        IN WITNESS
WHEREOF, the Lien Grantor, Secured Party and Issuer have caused this Agreement
to be executed by their respective duly authorized officer, all as of the date
first written above.

         

        
          
            	
                    [NAME
      OF LIEN GRANTOR]

                  
	 
	 
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	
                     

                  	
                    Title

                  
	 
	 
	
                    FEDERAL
      RESERVE BANK OF NEW YORK

                  
	 
	 
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
	 
	
                    [NAME
      OF ISSUER]

                  
	 
	 
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

         

        
          
            
            

          

          
            B-4

            
              

            

          

          
            
            

          

        

         

        


        Schedule
A

         

        [Letterhead
of Secured Party]

         

        [Date]

         

        [Name and
Address of Issuer]

         

        Attention:
_______________

         

        


         

        Re:           Notice of Exclusive
Control

         

        Ladies and
Gentlemen:

         

        As references in the Issuer Control
Agreement dated as of [_________] among [name of Lien Grantor], us and you (a
copy of which is attached), we notify you that we will hereafter exercise
exclusive control over [specify pledged uncertificated securities] registered in
the name of [name of Lien Grantor] (the “Securities”).  You
are instructed not to accept any directions or instructions with respect to the
Securities from any person other than the undersigned unless otherwise ordered
by a court of competent jurisdiction.

         

        You are instructed to deliver a copy of
this notice by facsimile transmission to [name of Lien Grantor].

         

        
        

         

        
          	 	Very
      truly yours,	 
	 	 	 	 
	 	FEDERAL
      RESERVE BANK OF NEW YORK	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


        

         

        Cc: [name
of Lien Grantor]

         

        
          
            
            

          

          
            B-5

            
              

            

          

          
            
            

          

        

         

        
          EXHIBIT
C

          to
Security and Guaranty Agreement

        

         

        SECURITIES
ACCOUNT CONTROL AGREEMENT

         

        SECURITIES
ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as
of [___________], is made by and between [Citigroup or the relevant Citigroup
Affiliate Pledgor] (the “Lien Grantor”), the
Federal Reserve Bank of New York (the “Secured Party”), and
[________] (the “Securities
Intermediary”).  All references herein to the “UCC” refer to the
Uniform Commercial Code as in effect from time to time in the State of New
York.  Terms defined in the UCC have the same meanings when used
herein.

         

        W I T N E
S S E T H:

         

        WHEREAS,
the Lien Grantor is the entitlement holder with respect to the Account (as
defined below);

         

        WHEREAS,
pursuant to the Security and Guaranty Agreement dated as of [_____] (as such
agreement may be amended and/or supplemented from time to time, the “Security and Guaranty
Agreement”), the Lien Grantor has granted to the Secured Party a
continuing security interest (the “Security Interest”)
in all right, title and interest of the Lien Grantor in, to and under the
Account, all financial assets credited thereto and all security entitlements in
respect thereof, whether now owned or existing or hereafter acquired or arising;
and

         

        WHEREAS,
the parties hereto are entering into this Agreement in order to perfect the
Security Interest on the Account, all financial assets from time to time
credited thereto and all security entitlements in respect thereof;

         

        NOW,
THEREFORE, the parties hereto agree as follows:

         

        Section 2.  Establishment of
Account.  The Securities Intermediary confirms
that:

         

        (i)           the
Securities Intermediary has established account number [identify account number]
in the name of “[name of Lien Grantor]” (such account and any successor account,
the “Account”),

         

        (ii)           the
Account is a securities account as defined in Section 8-501 of the
UCC,

         

        (iii)           the
Securities Intermediary is acting as a “securities intermediary” (as defined in
Section 8-102 of the UCC) in respect of the Account,

         

        (iv)           the
Securities Intermediary shall, subject to the terms of this Agreement, treat the
Lien Grantor as entitled to exercise the rights that comprise all financial
assets from time to time credited to the Account,

         

        (v)           all
property delivered to the Securities Intermediary by or on behalf of the Lien
Grantor will be promptly credited to the Account, and

         

        (vi)           all
financial assets (except cash) credited to the Account will be registered in the
name of the Securities Intermediary, indorsed to the Securities Intermediary or
in blank or credited to another securities account maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to the
Account be registered in the name of the Lien Grantor, payable to the order of
the Lien Grantor or specially indorsed to the Lien Grantor unless such financial
asset has been further indorsed to the Securities Intermediary or in
blank.

         

        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

         

         

        Section 3.  “Financial Assets” Election.  The
parties hereto agree that each item of property (whether investment property,
financial asset, security, instrument, cash or other property) credited to the
Account shall be treated as a “financial asset” within the meaning of Sections
8-102(a)(9) and 8-103 of the UCC.

         

        Section 4.  Entitlement
Orders.  The Securities Intermediary agrees to comply with any
“entitlement order” (as defined in Section 8-102 of the UCC) originated by the
Secured Party and relating to the Account or any financial asset credited
thereto without further consent by the Lien Grantor or any other
person.  The Lien Grantor consents to the foregoing agreement by the
Securities Intermediary.

         

        Section 5.  Waiver of Lien; Waiver of
Set-off.  The Securities Intermediary waives any security
interest, lien or right to make deductions or set-offs that it may now have or
hereafter acquire in or with respect to the Account, any financial asset
credited thereto or any security entitlement in respect thereof (except that the
Securities Intermediary may set off all amounts due to it in respect of its
customary fees and expenses for the routine maintenance and operation of the
Account).  Neither the financial assets credited to the Account nor
the security entitlements in respect thereof will be subject to deduction,
set-off, banker’s lien, or any other right in favor of any person other than the
Secured Party (except that the Securities Intermediary may set off all amounts
due to it in respect of its customary fees and expenses for the routine
maintenance and operation of the Account).

         

        Section 6.  Choice of
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of New York.  The State of New York
shall be deemed to be the Securities Intermediary’s jurisdiction for purposes of
the UCC (including, without limitation, Section 8-110 thereof).

         

        Section 7.  Conflict with Other
Agreements.  There is no agreement (except this Agreement)
between the Securities Intermediary and the Lien Grantor with respect to the
Account [except for [identify any existing other agreements] (the “Existing Other
Agreements”)].  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement [(including any
Existing Other Agreement)] between the Securities Intermediary and the Lien
Grantor with respect to the Account, whether now existing or hereafter entered
into, the terms of this Agreement shall prevail.  [If any Existing
Other Agreement does not specify that it is governed by the laws of New York,
such Existing Other Agreement is hereby amended to specify that it is governed
by the laws of New York.]

         

        Section 8.  Amendments.  No
amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all the parties hereto.

         

        Section 9.  Notice of Adverse
Claims.  Except for the claims and interests of the Secured
Party and the Lien Grantor, the Securities Intermediary does not know of any
claim to, or interest in, the Account, any financial asset credited thereto or
any security entitlement in respect thereof.  If any person asserts
any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, attachment, execution or similar process) against the Account, any
financial asset credited thereto or any security entitlement in respect thereof,
the Securities Intermediary will promptly notify the Secured Party and the Lien
Grantor thereof.

         

        Section 10.  Maintenance of
Account.  In addition to, and not in lieu of, the obligation of
the Securities Intermediary to honor entitlement orders as agreed in Section 3
hereof, the Securities Intermediary agrees to maintain the Account as
follows:

         

        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

         

         

        (i)           Lien Grantor Entitlement Orders;
Notice of Exclusive Control.  So long as the Securities
Intermediary has not received a Notice of Exclusive Control (as defined below),
the Securities Intermediary shall, subject to paragraph (iii) below, comply with
entitlement orders of the Lien Grantor or any duly authorized agent of the Lien
Grantor in respect of the Account and any or all financial assets credited
thereto.  After the Securities Intermediary receives a written notice
from the Secured Party that is exercising exclusive control over the Account (a
“Notice of Exclusive
Control”), the Securities Intermediary will cease complying with
entitlement orders of the Lien Grantor or any of its agents.

         

        (ii)           Voting
Rights.  Until the Securities Intermediary receives a Notice of
Exclusive Control, the Lien Grantor shall be entitled to direct the Securities
Intermediary with respect to the voting of any financial assets credited to the
Account.

         

        (iii)           Investments.  Until
the Securities Intermediary receives a Notice of Exclusive Control, the Lien
Grantor shall be entitled to direct the Securities Intermediary with respect to
the selection of investments to be made and credited to the
Account.

         

        (iv)           Statements and
Confirmations.  The Securities Intermediary will promptly send
copies of all statements, confirmations and other correspondence concerning the
Account and/or any financial assets credited thereto simultaneously to each of
the Lien Grantor and the Secured Party at their respective addresses specified
in Section 12 hereof.

         

        (v)           Tax Reporting.  All
items of income, gain, expense and loss recognized in the Account or in respect
of any financial assets credited thereto shall be reported to the Internal
Revenue Service and all state and local taxing authorities under the name and
taxpayer identification number of the Lien Grantor.

         

        Section 11.  Representations, Warranties and
Covenants of the Securities Intermediary.  The Securities
Intermediary makes the following representations, warranties and
covenants:

         

        (i)           The
Account has been established as set forth in Section 1 above and will be
maintained in the manner set forth herein until this Agreement is
terminated.  The Securities Intermediary will not change the name or
account number of the Account without the prior written consent of the Secured
Party.

         

        (ii)           No
financial asset credited to the Account is or will be registered in the name of
the Lien Grantor, payable to the order of the Lien Grantor, or specially
indorsed to the Lien Grantor, unless such financial asset has been further
indorsed by the Lien Grantor to the Securities Intermediary or in
blank.

         

        (iii)           This
Agreement is a valid and binding agreement of the Securities Intermediary
enforceable in accordance with its terms.

         

        (iv)           The
Securities Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any person (other than the
Secured Party) relating to the Account and/or any financial asset credited
thereto pursuant to which it has agreed, or will agree, to comply with
entitlement orders of such person.  The Securities Intermediary has
not entered into any other agreement with the Lien Grantor or the Secured Party
purporting to limit or condition the obligation of the Securities Intermediary
to comply with entitlement orders as agreed in Section 3 hereof.

         

        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

         

         

        Section 12.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.

         

        Section 13.  Notices.  Each
notice, request or other communication given to any party hereunder shall be in
writing (which term includes facsimile or other electronic transmission) and
shall be effective (i) when delivered to such party at its address specified
below, (ii) when sent to such party by facsimile or other electronic
transmission, addressed to it at its facsimile number or electronic address
specified below, and such party sends back an electronic confirmation of receipt
or (iii) ten (10) calendar days after being sent to such party by certified or
registered United States mail, addressed to it at its address specified below,
with first class or airmail postage prepaid:

         

        Lien
Grantor:

         

        Secured
Party:

         

        Securities
Intermediary:

         

        Any party
may change its address, facsimile number and/or e-mail address for purposes of
this Section by giving notice of such change to the other parties in the manner
specified above.

         

        Section 14.  Termination.  The
rights and powers granted herein to the Secured Party (i) have been granted in
order to perfect the Security Interest, (ii) are powers coupled with an interest
and (iii) will not be affected by any bankruptcy of the Lien Grantor or any
lapse of time.  The obligations of the Securities Intermediary
hereunder shall continue in effect until the Secured Party has notified the
Securities Intermediary in writing that the Security Interest has been
terminated pursuant to the terms of the Security and Guaranty Agreement or that
the Secured Party has consented to the termination of this agreement together
with the related account agreement.

         

        [signature page to
follow]

         

        
          
            
            

          

          
            C-4

            
              

            

          

          
            
            

          

        

         

         

        IN WITNESS
WHEREOF, the Lien Grantor, Secured Party and Securities Intermediary have caused
this Agreement to be executed by their respective duly authorized officer, all
as of the date first written above.

         

        
          
            	 	
                    [NAME
      OF LIEN GRANTOR]

                  
	 	 
	 	 
	 	
                    By:

                  	 
      	 
      
	 	 
      	
                    Name:

                  	 
      
	 	 
      	
                    Title:

                  	 
      
	 	 	 
	 	 	 
	 	
                    FEDERAL
      RESERVE BANK OF NEW YORK

                  	 
      
	 	 	 
	 	 	 
	 	
                    By:

                  	 
      	 
      
	 	 
      	
                    Name:

                  	 
      
	 	 
      	
                    Title:

                  	 
      
	 	 	 
	 	 	 
	 	
                    [NAME
      OF SECURITIES INTERMEDIARY]

                  	 
      
	 	 	 
	 	 	 
	 	
                    By:

                  	 
      	 
      
	 	 
      	
                    Name:

                  	 
      
	 	 
      	
                    Title:

                  	 
      


          

        

         

        
          
            
            

          

          
            C-5

            
              

            

          

          
            
            

          

        

        


        Schedule
A

         

        [Letterhead
of Secured Party]

         

        [Date]

         

        [Name and
Address of Securities Intermediary]

         

        Attention:
_______________

         

        


         

        Re:           Notice of Exclusive
Control

         

        Ladies and
Gentlemen:

         

        As references in the Securities Account
Control Agreement dated as of [_________] among [name of Lien Grantor], us and
you (a copy of which is attached), we notify you that we will hereafter exercise
exclusive control over securities account number [_________] (the “Account”), all
financial assets from time to time credited thereto and all security
entitlements in respect thereof.  You are instructed not to accept any
directions, instructions or entitlement orders with respect to the Account or
the financial assets credited thereto from any person other than the undersigned
unless otherwise ordered by a court of competent jurisdiction.

         

        You are instructed to deliver a copy of
this notice by facsimile transmission to [name of Lien Grantor].

         

        
           

          
            	 	Very
      truly yours,	 
	 	 	 	 
	 	FEDERAL
      RESERVE BANK OF NEW YORK	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	
                    Name:

                  	 
	 	 	
                    Title:

                  	 


          

           

        

        Cc: [name
of Lien Grantor]

         

        
          
            
            

          

          
            C-6

            
              

            

          

          
            
            

          

        

         

        
          Exhibit
D

          to
Security and Guaranty Agreement

        

         

        DEPOSIT
ACCOUNT CONTROL AGREEMENT

         

        DEPOSIT
ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as
of [___________] is made by and between [Citigroup or the relevant Citigroup
Affiliate Pledgor] (the “Lien Grantor”), the
Federal Reserve Bank of New York (the “Secured Party”), and
[____________] (the “Bank”).  All
references herein to the “UCC” refer to the
Uniform Commercial Code as in effect from time to time in the State of New
York.  Terms defined in the UCC have the same meanings when used
herein.

         

        W I T N E
S S E T H:

         

        WHEREAS,
the Lien Grantor is the Bank’s customer (as defined in Section 4-104(1)(e) of
the UCC) with respect to the Account (as defined below);

         

        WHEREAS,
pursuant to the Security and Guaranty Agreement dated as of [__________] (as
such agreement may be amended and/or supplemented from time to time, the “Security and Guaranty
Agreement”), the Lien Grantor has granted to the Secured Party a
continuing security interest (the “Security Interest”)
in all right, title and interest of the Lien Grantor in, to and under the
Account; and

         

        WHEREAS,
the parties hereto are entering into this Agreement in order to perfect the
Security Interest on the Account and any and all funds or deposits from time to
time held therein or credited thereto, whether now owned or existing or
hereafter acquired or arising;

         

        NOW,
THEREFORE, the parties hereto agree as follows:

         

        Section 1.  Establishment Of
Account.  The Bank confirms that:

         

        (i)           the
Bank has established account number [identify account number] in the name of
“[name of Lien Grantor]” (such account and any successor account, the “Account”);

         

        (ii)           the
Account is a “deposit account” as defined in Section 9-102(a)(29) of the UCC;
and

         

        (iii)           the
Bank is a “bank” (as defined in section 9-102 of the UCC) and is acting in such
capacity in respect of the Account.

         

        Section 2.  Instructions.  The
Lien Grantor, the Secured Party and the Bank agree that the Bank will comply
with (i) any instruction originated by the Secured Party directing disposition
of funds in the Account and (ii) any other instruction from the Secured Party in
respect of the Account, in each case without further consent by the Lien Grantor
or any other person.

         

        Section 3.  Waiver of Lien; Waiver of
Set-off.  The Bank waives any security interest, lien or right
to make deductions or set-offs that it may now have or hereafter acquire in or
with respect to the Account or any or all funds or deposits from time to time
held therein or credited thereto.  No amounts credited to the Account
will be subject to deduction, set-off, banker’s lien, or any other right in
favor of any person other than the Secured Party (except that the Bank may set
off (i) all amounts due to it in respect of its customary fees and expenses for
the routine maintenance and operation of the Account and 

         

        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

         

         

        (ii) the
face amount of any checks that have been credited to the Account but are
subsequently returned unpaid because of uncollected or insufficient
funds).

         

        Section 4.  Choice of
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of New York.  The State of New York
shall be deemed to be the Bank’s jurisdiction (as defined in Section 9- 304 of
the UCC) with respect to the Account.

         

        Section 5.  Conflict with Other
Agreements.  There is no agreement (except this Agreement)
between the Bank and the Lien Grantor with respect to the Account [except for
[identify any existing other agreements] (the “Existing Other
Agreements”)].  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement [(including any
Existing Other Agreement)] between the Bank and the Lien Grantor with respect to
the Account or any or all funds or deposits from time to time held therein or
credited thereto, whether now existing or hereafter entered into, the terms of
this Agreement shall prevail.  [If any Existing Other Agreement does
not specify that it is governed by the laws of the State of New York, such
Existing Other Agreement is hereby amended to specify that it is governed by the
laws of the State of New York.]

         

        Section 6.  Amendments.  No
amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all the parties hereto.

         

        Section 7.  Notice of Adverse
Claims.  Except for the claims and interests of the Secured
Party and the Lien Grantor, the Bank does not know of any claim to, or interest
in, the Account or any or all funds or deposits held therein or credited
thereto.  If any person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, attachment, execution or similar
process) against the Account or any or all funds or deposits held therein or
credited thereto, the Bank will promptly notify the Secured Party and the Lien
Grantor thereof.

         

        Section 8.  Maintenance of
Account.  In addition to, and not in lieu of, the obligation of
the Bank to honor instructions originated by the Secured Party as agreed in
Section 2 hereof, the Bank agrees to maintain the Account as
follows:

         

        (i)           Lien Grantor Entitlement Orders;
Notice of Exclusive Control.  So long as the Bank has not
received a Notice of Exclusive Control (as defined below), the Bank may comply
with instructions originated by the Lien Grantor or any duly authorized agent of
the Lien Grantor in respect of the Account and any or all funds or deposits held
therein or credited thereto.  After the Bank receives a written notice
from the Secured Party that it is exercising exclusive control over the Account
(a “Notice of
Exclusive Control”), the Bank will cease complying with instructions
originated by the Lien Grantor or any of its agents.

         

        (ii)           Statements.  The
Bank will promptly send copies of all statements and other correspondence
concerning the Account simultaneously to each of the Lien Grantor and the
Secured Party at their respective addresses specified in Section 11
hereof.

         

        (iii)           Tax Reporting.  All
items of income, gain, expense and loss recognized in the Account or in respect
of any funds or deposits held therein or credited thereto shall be reported to
the Internal Revenue Service and all state and local taxing authorities under
the name and taxpayer identification number of the Lien Grantor.

         

        Section 9.  Representations, Warranties and
Covenants of the Bank.  The Bank makes the following
representations, warranties and covenants:

         

        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

         

         

        (i)           The
Account has been established as set forth in Section 1 above and will be
maintained in the manner set forth herein until this Agreement is
terminated.  The Bank will not change the name or account number of
the Account without the prior written consent of the Secured Party.

         

        (ii)           Neither
the Account nor any funds or deposits at any time held therein or credited
thereto is or will be evidenced by any instrument (as defined in Section 9-102
of the UCC) or constitutes or will constitute investment property (as defined in
Section 9-102 of the UCC).

         

        (iii)           This
Agreement is a valid and binding agreement of the Bank enforceable in accordance
with its terms.

         

        (iv)           The
Bank has not entered into, and until the termination of this Agreement will not
enter into, any agreement with any person (other than the Secured Party)
relating to the Account and/or any funds or deposits held therein or credited
thereto pursuant to which it has agreed, or will agree, to comply with
instructions of such person.  The Bank has not entered into any other
agreement with the Lien Grantor or the Secured Party purporting to limit or
condition the obligation of the Bank to comply with instructions originated by
the Secured Party as agreed in Section 2 hereof.

         

        Section 10.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.

         

        Section 11.  Notices.  Each
notice, request or other communication given to any party hereunder shall be in
writing (which term includes facsimile or other electronic transmission) and
shall be effective (i) when delivered to such party at its address specified
below, (ii) when sent to such party by facsimile or other electronic
transmission, addressed to it at its facsimile number or electronic address
specified below, and such party sends back an electronic confirmation of receipt
or (iii) ten (10) calendar days after being sent to such party by certified or
registered United States mail, addressed to it at its address specified below,
with first class or airmail postage prepaid:

         

        Lien
Grantor:

         

        Secured
Party:

         

        Bank:

         

        Any party
may change its address, facsimile number and/or e-mail address for purposes of
this Section by giving notice of such change to the other parties in the manner
specified above.

         

        Section 12.  Termination.  The
rights and powers granted herein to the Secured Party (i) have been granted in
order to perfect the Security Interest, (ii) are powers coupled with an interest
and (iii) will not be affected by any bankruptcy of the Lien Grantor or any
lapse of time.  The obligations of the Bank hereunder shall continue
in effect until the Secured Party has notified the Bank in writing that the
Security Interest has been terminated pursuant to the terms of the Security and
Guaranty Agreement.

         

        [signature page to
follow]

         

        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        

         

         

        IN WITNESS
WHEREOF, the Lien Grantor, Secured Party and the Bank have caused this Agreement
to be executed by their respective duly authorized officer, all as of the date
first written above.

         

        
           

          
            
              	 	
                      [NAME
      OF LIEN GRANTOR]

                    
	 	 
	 	 
	 	
                      By:

                    	 
      	 
      
	 	 
      	
                      Name:

                    	 
      
	 	 
      	
                      Title:

                    	 
      
	 	 	 
	 	 	 
	 	
                      FEDERAL
      RESERVE BANK OF NEW YORK

                    	 
      
	 	 	 
	 	 	 
	 	
                      By:

                    	 
      	 
      
	 	 
      	
                      Name:

                    	 
      
	 	 
      	
                      Title:

                    	 
      
	 	 	 
	 	 	 
	 	
                      [NAME
      OF BANK]

                    	 
      
	 	 	 
	 	 	 
	 	
                      By:

                    	 
      	 
      
	 	 
      	
                      Name:

                    	 
      
	 	 
      	
                      Title:

                    	 
      


            

          

        

         

        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        

         

        
 

        Schedule
A

         

        [Letterhead
of Secured Party]

         

        [Date]

         

        [Name and
Address of Bank]

         

        Attention:
_______________

         

        


         

        Re:           Notice of Exclusive
Control

         

        Ladies and
Gentlemen:

         

        As references in the Deposit Account
Control Agreement dated as of [_________] among [name of Lien Grantor], us and
you (a copy of which is attached), we notify you that we will hereafter exercise
exclusive control over deposit account number [_________] (the “Account”) and all
funds and deposits from time to time held therein or credited
thereto.  You are instructed not to accept any directions or
instructions with respect to the Account or the funds or deposits held therein
or credited thereto from any person other than the undersigned unless otherwise
ordered by a court of competent jurisdiction.

         

        You are instructed to deliver a copy of
this notice by facsimile transmission to [name of Lien Grantor].

        
          
             

            
              	 	Very
      truly yours,	 
	 	 	 	 
	 	FEDERAL
      RESERVE BANK OF NEW YORK	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	
                      Name:

                    	 
	 	 	
                      Title:

                    	 


            

          

        

         

        Cc: [name
of Lien Grantor]

        
 

        
          
            
            

          

          
            D-5

            
              

            

          

          
            
            

          

        

         

        
          Exhibit
B:

           

          Governance and Asset
Management Guidelines

          


          These
Governance and Asset Management Guidelines (“Guidelines”) (as they
may be amended, supplemented, restated, replaced or otherwise modified as
described in Sections 4.3 and 7) shall, along with the Master Agreement and the
other Program Documents, govern Citigroup’s management of the Covered Assets
during the Term of the Master Agreement, as defined in Section 13.15 of the
Master Agreement.  Unless otherwise specified, all terms defined in
the Master Agreement and the other Program Documents shall have the same
meanings when used in these Guidelines.

           

          SECTION 1.
GENERAL MANAGEMENT PROVISIONS

           

          1.1.  Citigroup
shall (and shall cause its Affiliates to) manage, administer and make
collections with respect to the Covered Assets while owned by Citigroup or any
of its Affiliates during the Term of the Master Agreement in accordance with
these Guidelines.  Citigroup shall be responsible to the U.S. Federal
Parties in the performance of its duties hereunder and shall provide to the U.S.
Federal Parties such reports as the U.S. Federal Parties deem advisable,
including but not limited to the reports required by these Guidelines, and shall
permit the U.S. Federal Parties at all times to monitor Citigroup’s performance
of its duties hereunder.

           

          1.2.  Citigroup
shall manage, administer, collect and effect Charge-Offs and Recoveries with
respect to each Covered Asset in a manner consistent with (a) usual and prudent
business and banking practices; (b) Citigroup’s practices and procedures
including, without limitation, the then-effective written internal credit policy
guidelines of Citigroup, with respect to the management, administration and
collection of and taking of charge-offs and write-downs with respect to similar
assets that do not constitute Covered Assets, until such time as Citigroup is
removed as manager pursuant to Section 11.1 of the Master Agreement or the U.S.
Federal Parties otherwise exercise their option to alter this arrangement
pursuant to these Guidelines, or Citigroup and the U.S. Federal Parties mutually
agree upon another management arrangement.  Notwithstanding, and
without in any way limiting, the foregoing, Citigroup shall implement all
requirements contained in these Guidelines and the other Program
Documents.

           

          1.3.  Citigroup
shall retain sufficient staff, and supply sufficient resources, to support the
effective implementation and execution of these Guidelines.  Citigroup
shall implement the necessary processes to identify, ring-fence, safeguard and
report on the proper management of the Covered Assets and track the gain/loss
performance thereof.  Citigroup shall engage in periodic testing of
these processes to ensure compliance with the Program Documents.

           

          1.4.  Citigroup
shall act in a way that maximizes the long-term value of the Covered Assets
without regard to the existence of the loss-sharing provisions of the Program
Documents, and shall use commercially reasonable efforts to maximize Recoveries
with respect to Losses on Covered Assets; provided, however,
that the U.S. Federal Parties shall have the right to change these management
objectives pursuant to Section 4.3.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          1.5.  Citigroup
shall provide written notification to the U.S. Federal Parties promptly after
the execution of any contract pursuant to which any third party (other than an
Affiliate of Citigroup, which shall be governed by Section 5.2) will manage,
administer or collect any of the Covered Assets, together with a copy of that
contract.  Unless Citigroup (or an Affiliate) would, at such time, in
the ordinary course of business, contract with third parties to provide such
services with respect to assets comparable to the relevant Covered Assets, the
cost of such third-party service providers with respect to such Covered Assets
shall not be a Recovery Expense.

           

          1.6.  Citigroup’s
Finance function will separately identify and track the Covered Assets on the
books and records of the Citigroup Ring-Fence Entities, including in order to
satisfy the reporting requirements of these Guidelines.

           

          1.7.  In
managing the Covered Assets, Citigroup shall:

           

          (a)           Comply
with the provisions of the Troubled Assets Relief Program (“TARP”) and the
Program Documents.

           

          (b)           Apply
the FDIC Mortgage Loan Modification Program, including any amendment,
modification, supplement, revision, or replacement thereto, to all eligible
Covered Assets.

           

          (c)           Bear
any losses, expenses or other costs (including indemnities and attorneys’ fees)
in respect of any securities lending, financing or related activities relating
to the Covered Assets (including pursuant to any repurchase, “reverse”
repurchase, forward sale, sale-leaseback or other financing transactions), and
Citigroup shall not be entitled to any protection pursuant to the Program
Documents in respect of such losses, expenses or other costs.

           

          (d)           Manage
the Covered Assets in a manner calculated to maintain compliance with the
requirements related to the ratio of permissible Foreign Assets, it being understood that
Citigroup shall have no obligation to release collateral already under pledge,
including because of the decline of relative value of the U.S. to foreign
portions, and that Citigroup will not voluntarily accept additional foreign
collateral for a Covered Asset in amounts that would exceed the relevant ratio
unless Citigroup has considered and rejected other reasonably available
alternatives as being inconsistent with principles of safety and soundness and
maximization of asset value.  In effecting the foregoing, Citigroup
will continue to monitor, at reasonable intervals established in agreement with
the U.S. Federal Parties, the ratio of value represented by U.S. and foreign collateral for a Covered
Asset.

           

          1.8.  For
each residential mortgage loan Covered Asset in default or for which a default
is reasonably foreseeable, the Citigroup Ring-Fence Entities shall undertake
reasonable and customary loss mitigation efforts.  With respect to
each such Covered Asset, each Citigroup Ring-Fence Entity shall document its
consideration of foreclosure, loan restructuring, short-sale (if short-sale is a
viable option), workout or other mitigation, modification, forgiveness or
deferral alternatives and shall select the alternative resulting in the least
amount of Loss.  Each Citigroup Ring-Fence Entity shall retain its
calculations of the estimated loss under each alternative and provide such
calculations to the U.S. Federal Parties upon request.  Upon notice


           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

           

          by the
U.S. Federal Parties in accordance with Section 4.3(b), this Section 1.8 shall
apply to all Covered Assets.

           

          1.9.  Citigroup
shall (a) establish and maintain records to account for the Covered Assets, in
such form and detail as the U.S. Federal Parties may require, to enable
Citigroup to prepare and deliver to the U.S. Federal Parties such reports as the
U.S. Federal Parties may from time to time request regarding the Covered Assets
and the reports and Quarterly Certificates required by these Guidelines, and (b)
at all times keep books and records which fairly present all dealings and
transactions carried out in connection with its business and
affairs.  Except as otherwise provided for in the Program Documents,
all financial books and records shall be kept in accordance with GAAP,
consistently applied for the periods involved and in a manner such that
information necessary to determine compliance with any requirement of the
Program Documents will be readily obtainable, and in a manner such that the
purposes of the Program Documents may be effectively
accomplished.  Notwithstanding the foregoing, in the event of a
conflict between the standards set forth in the Program Documents and GAAP, the
standards set forth in the Program Documents shall govern.  Any such
conflict shall be promptly identified in writing by Citigroup to the U.S.
Federal Parties.  To the extent GAAP governs, Citigroup shall not,
without the prior written approval of the U.S. Federal Parties, make any change
in its accounting principles affecting the Covered Assets except as required by
a change in GAAP.  Citigroup shall notify the U.S. Federal Parties of
any change in its accounting principles affecting the Covered Assets which it
believes are required by a change in GAAP.

           

          1.10.  Citigroup
shall promptly provide to the U.S. Federal Parties such other information,
including financial statements and computations, relating to the performance of
the provisions of the Master Agreement or otherwise relating to its business and
affairs or the Program Documents, as the U.S. Federal Parties may request from
time to time.  Citigroup shall provide to the U.S. Federal Parties
copies of all reports to or from the SOC (as defined below) and all other
records of the SOC, and full and complete disclosure of all presentations,
reports and other documents presented to or originating with, and all minutes
of, the Citigroup Management Committee or Board that pertain to the loss-sharing
arrangements embodied in the Program Documents.  Citigroup shall
retain and make available on request all emails among members of the SOC
relating to SOC decisions.

           

          1.11.  Citigroup
shall not at any time, without the prior written consent of the U.S. Federal
Parties, seek a private letter ruling or other determination from the Internal
Revenue Service or otherwise seek to qualify for any special tax treatment or
benefits associated with any payments made by the U.S. Federal Parties pursuant
to the Program Documents.

           

          1.12.  Citigroup
shall not make any amendment or modification to the terms of a Covered Asset,
other than on a commercially reasonable basis consistent with these Guidelines
and the other Program Documents, including modifications made, to the extent
applicable, in accordance with the FDIC Mortgage Loan Modification Program
attached as Exhibit F to the Master Agreement.

           

          1.13.  All
sales, exchanges or other dispositions of Covered Assets shall be made in a
commercially reasonable manner consistent with these Guidelines and the Program
Documents.  No Covered Asset shall be sold or transferred to any
Affiliate of Citigroup that is 

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

           

          not a U.S.
Person.  Notwithstanding the foregoing, no Covered Asset shall be
exchanged for any other asset held by Citigroup or any Affiliate of Citigroup
without the prior written consent of the U.S. Federal Parties.

           

          1.14.  During
the three calendar months prior to the Maturity Date, the parties shall consult
and discuss whether, in light of the circumstances at such time, by mutual
agreement to modify or terminate the requirements of these Guidelines in whole
or in part.

           

          SECTION
2.  ORGANIZATIONAL STRUCTURE

           

          2.1.  Senior
Oversight Committee

           

          (a)           Citigroup
shall establish a Senior Oversight Committee (the “SOC”) with respect to
the Covered Assets.  The SOC shall be comprised of senior members of
Citigroup’s management acceptable to the U.S. Federal Parties.  As of
the date of the Master Agreement, the SOC shall be comprised of Citigroup’s
Chief Financial Officer, Chief Risk Officer, General Counsel, Controller and
Chief Accounting Officer, Treasurer.  At least one and as many as two
Management Committee-level senior business representatives will also attend SOC
meetings as non-voting observers.  The SOC shall have a non-voting
secretary who shall keep the minutes of SOC meetings and records of all matters
considered or decided by the SOC.  The U.S. Federal Parties may
appoint a non-voting representative, who shall have the option to attend
meetings as an observer.  The U.S. Federal non-voting representative
will be an official of a U.S. Federal Party, provided it is understood that the
U.S. Federal Parties may share information with and consult with external,
non-governmental advisors, who may participate in any briefings or reports given
to the U.S. Federal Parties by Citigroup and its Affiliates and
representatives.  Citigroup shall provide a schedule of SOC meetings
to the U.S. Federal Parties reasonably in advance of meetings and the U.S.
Federal Parties shall provide prior notice of intention to attend
meetings.  Citigroup may schedule special meetings of the SOC, subject
to giving the U.S. Federal Parties as much notice thereof as practicable in the
circumstances.

           

          (b)           The
SOC shall be governed by a charter, drafted and adopted by the SOC and subject
to approval by the U.S. Federal Parties.

           

          (c)           Governance
with respect to the Covered Assets shall be under the supervision and oversight
of the SOC.  The SOC’s responsibilities shall include:

           

          (i)           Reviewing
and approving the overall business and governance strategy for the Covered
Assets developed by the Covered Assets CEO and the relevant business unit heads
and Portfolio Managers (as defined below), with the input of the U.S. Federal
Parties, as well as monitoring the business performance of the Covered
Assets.

           

          (ii)           Annually
reviewing and approving the compensation approaches as provided in Section
2.5.

           

          (iii)           Reviewing
a plan for communication with key stakeholders, such as the Board of Directors
of Citigroup (the “Board”), Citigroup
shareholders and the U.S. Federal Parties, prepared by the Executive Team, and
executing such plan (together with the Executive Team, as
appropriate).

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

           

          (iv)           Making
final decisions on Specified Actions as provided in Section 4.1, subject to any
required approvals by and notifications to the U.S. Federal
Parties.

           

          (v)           Reviewing
strategic responses developed by the Executive Team or the business units to
changes in business conditions and legal and regulatory matters relevant to the
management of the Covered Assets in consultation with the U.S. Federal
Parties.

           

          (vi)           Monitoring
compliance with and implementation of the Relevant Program
Documents.

           

          (vii)           Other
oversight, governance or supervisory responsibilities as agreed between
Citigroup and the U.S. Federal Parties.

           

          2.2.  Covered
Asset CEO and Executive Team

           

          (a)           Citigroup,
with approval from the SOC and the U.S. Federal Parties, shall appoint a senior
business leader of Citigroup (the “Covered Asset CEO”)
whose role, as Covered Asset CEO, shall be to oversee the management of the
Covered Assets.  The Covered Asset CEO shall report to the SOC, and
shall be the primary point of contact for the U.S. Federal Parties with regard
to the Covered Assets.

           

          (b)           The
Covered Asset CEO shall be supported by a team of representatives from
Citigroup’s business units, finance, risk and/or legal functions who shall
devote a substantial
portion of their time to the oversight of the management of the Covered Assets
(together with the Covered Asset CEO, the “Executive
Team”).  The
Executive Team shall contain individuals with sufficient functional and product
knowledge within each asset class represented in the Covered Assets to be able
to carry on their duties.  Any replacement Covered Asset CEO
shall be subject to approval by the SOC after notice to and consultation with
the U.S. Federal Parties.  Any change to the composition of the
Executive Team shall be at the direction of the Covered Asset CEO, subject to
approval by the SOC and notice to the U.S. Federal Parties.

           

          (c)           The
Executive Team will identify its resource needs and recommend to the SOC any
changes or additions necessary to meet its responsibilities
hereunder.  The SOC will ensure that the Executive Team obtains such
resources.  Citigroup will ensure that the Executive Team has the
authority to carry out its responsibilities hereunder, including the authority
to direct the Portfolio Managers to take (or refrain from taking) actions with
respect to the management of the Covered Assets.

           

          (d)           In
addition to any other responsibilities which may be assigned from time to time
by the SOC, the Covered Asset CEO, with the support of the Executive Team to the
extent appropriate as determined by the Covered Asset CEO, shall be responsible
for the following matters:

           

          (i)           Monitoring
the management of the Covered Assets within the relevant business units of
Citigroup.  In connection with this, the Executive Team
shall:

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

           

          (A)           periodically
review the applicable investment objectives and strategies with respect to the
Covered Assets with the applicable managers within the relevant business units
of Citigroup (the “Portfolio Managers”)
to ensure that they are consistent with the policies and principles described in
the Program Documents and, as it deems appropriate, implement modifications to
such investment objectives and strategies;

           

          (B)           monitor
the management and performance of the Covered Assets against such investment
objectives and strategies;

           

          (C)           establish
and modify from time to time, as the Covered Asset CEO deems appropriate,
processes, procedures and standards (the “Business-Level
Guidelines”) governing the scope of Specified Actions (as defined below)
with respect to which the Portfolio Managers must provide notification to and/or
seek pre-approval by the Covered Asset CEO or Executive Team; and

           

          (D)           ensure
compliance by the Portfolio Managers with the Business-Level Guidelines and the
other applicable requirements under the Relevant Program
Documents.  The “Relevant Program
Documents” are all of the Program Documents except Sections 9, 10, 11.3
and 11.4 of the Master Agreement and except Exhibits C and I
thereto.

           

          (ii)           Reviewing:

           

          (A)           Specified
Actions that are required to be notified to and/or approved by the SOC or the
U.S. Federal Parties to the extent necessary pursuant to the requirements
contained in the Program Documents; and

           

          (B)           other
Specified Actions pursuant to the Business-Level Guidelines.

           

          (iii)           Identifying
and escalating to the SOC significant conflicts and potential conflicts with
respect to the management of the Covered Assets.

           

          (iv)           Overseeing
the production of the Monthly Reports by the Executive Team to the SOC, and, as
directed by the SOC, assisting in the preparation of the quarterly reports by
the SOC to the Audit and Risk Management Committee of the Board and the
Quarterly Certificates to the U.S. Federal Parties.

           

          (v)           Overseeing
the implementation of the Relevant Program Documents.

           

          (vi)           Providing
briefings to the U.S. Federal Parties as directed from time to time by the SOC
(which in any event shall occur no less often than quarterly).

           

          2.3.  Portfolio
Managers

           

          (a)           The
Covered Assets shall continue to be managed by the relevant business units in
the ordinary course of business and in accordance with the finance and risk
policies, controls and processes in effect from time to time within such
relevant business units of Citigroup, subject to management oversight by the
Executive Team and subject to the requirements of these Guidelines and the other
Program Documents.  The Portfolio Managers 

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

           

          responsible
for managing the Covered Assets in each business unit shall assist the Executive
Team in the development of investment objectives and strategy.

           

          (b)           Citigroup
shall establish a confidential reporting mechanism to permit individuals to
report matters of concern directly to the SOC or the U.S. Federal Parties
without passing through or reporting to the Executive Team.

           

          2.4.  Staffing

           

          (a)           Citigroup
shall provide appropriate levels of staffing and resources in terms of skill
levels and quantities in order to ensure the SOC, Covered Asset CEO, Executive
Team and Portfolio Managers can perform their designated functions.

           

          2.5.  Compensation
Approach

           

          (a)           Citigroup
will establish a compensation approach for the Covered Asset CEO, the incentive
and bonus components of which shall be substantially based on meeting the terms
of the Relevant Program Documents.  The compensation approach shall be
subject to review and approval by the SOC (and, in the case of the initial
compensation model for the Covered Asset CEO, review and approval by the U.S.
Federal Parties).  The SOC shall be responsible for evaluating the
performance of the Covered Asset CEO against the goals and objectives
established in the compensation approach and for determining his or her
compensation based on such evaluation.

           

          (b)           The
Covered Asset CEO will establish a compensation approach for the other members
of the Executive Team, which shall include appropriate incentives consistent
with the team’s responsibilities and taking into account such members’ existing
compensation.  The compensation approach shall be subject to review
and approval by the SOC.

           

          (c)           The
Covered Asset CEO will have all necessary authority to provide appropriate input
to the applicable business managers in determining the compensation for the
Portfolio Managers, giving due consideration to the requirements of the Relevant
Program Documents.  The compensation approach shall be subject to
review and approval by the SOC.

           

          (d)           The
SOC will have all necessary authority to provide appropriate input to the
applicable senior and executive management in determining compensation for the
relevant business unit heads within Citigroup, giving due consideration to their
role and cooperation in relation to the requirements of the Relevant Program
Documents.

           

          SECTION
3.  REPORTING

           

          3.1.  Citigroup
shall actively monitor the Covered Assets with reporting to the U.S. Federal
Parties as described in these Guidelines.

           

          3.2.  Citigroup
shall provide transparent finance and risk reporting at the business level and
the ability to consolidate all assets as if they were a separate segment or
company (for avoidance of doubt, without any requirement to develop new or
separate systems for the Covered Assets on a standalone or segregated basis
except to the extent that current systems are not 

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

           

          capable of
supporting compliance with the Relevant Program Documents).  Citigroup
will take appropriate measures to be able to identify each Covered Asset and its
material attributes relevant to ongoing credit performance, with such data
available in electronic format.  Citigroup shall maintain its
financial records in a manner that permits it to prepare reports that segregate
the Covered Assets for such reporting.

           

          3.3.  Citigroup
shall develop regular reporting methodologies and profit and loss determination
and attribution for the Covered Assets consistent with the Master
Agreement.  In furtherance of, and without in any way limiting, the
foregoing, not later than forty-five (45) days after the end of each Calendar
Quarter from and including the initial Calendar Quarter to and including the
last Calendar Quarter under the Master Agreement, Citigroup shall deliver to the
U.S. Federal Parties a certificate, signed by the Covered Asset CEO (each, a
“Quarterly
Certificate”), setting forth in such form and detail as the U.S. Federal
Parties may specify:

           

          (a)           the
quarterly calculations specified in Section 6.1 of the Master Agreement,
presented in the form of:

           

          (i)           an
updated Schedule A reflecting each Covered Asset as of the last day of the most
recently ended Calendar Quarter, along with the Adjusted Baseline Value of each
such Covered Asset;

           

          (ii)           a
schedule substantially in the form of Annex I hereto listing:

           

          (1)           each
Covered Asset for which a Loss was incurred during the relevant Calendar
Quarter, along with the related Loss amount for each such Covered Asset and the
aggregate Losses incurred by the Citigroup Ring-Fence Entities in respect of
Covered Assets in such Calendar Quarter in accordance with the Program
Documents;

           

          (2)           each
Covered Asset for which a Recovery was received during the relevant Calendar
Quarter, along with the amount of the Recovery received (and the Recovery
Expenses incurred) for the relevant Covered Asset during the relevant Calendar
Quarter and the aggregate Recoveries received (and the Recovery Expenses
incurred) by the Citigroup Ring-Fence Entities in respect of Covered Assets in
such Calendar Quarter;

           

          (3)           each
Covered Asset for which a Gain was received during the relevant Calendar
Quarter, along with the amount of the Gain received and the aggregate Gains
recognized by the Citigroup Ring-Fence Entities in respect of Covered Assets in
such Calendar Quarter; and

           

          (4)           the
Citigroup Quarterly Net Loss, the amount charged to the Citigroup Deductible (if
any) and the Covered Loss (if any) incurred by the Citigroup Ring-Fence Entities
in such Calendar Quarter.

           

          (b)           for
each Covered Asset for which a Short Sale Loss, a Foreclosure Loss, or a
Charge-Off under subsection (e) of the definition of Charge-Off is claimed for
the relevant Calendar Quarter, a schedule showing the calculation of the Loss
using the form and 

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

           

          methodology
shown in Exhibit G or Exhibit H to the Master Agreement, or Annex II hereto, as
applicable.

           

          (c)           In
addition, Citigroup shall deliver the following to the FDIC (and upon written
request any other U.S. Federal Party):

           

          (i)           the
servicing file in machine-readable format including but not limited to the
following fields for each outstanding Residential Covered Asset that is a loan
serviced by Citigroup or an Affiliate, as applicable:

           

          (1)           Loan
number

          (2)           FICO
score

          (3)           Origination
date

          (4)           Original
principal amount

          (5)           Maturity
date

          (6)           Paid-to
date

          (7)           Last
payment date

          (8)           Loan
status (bankruptcy, in foreclosure, etc.)

          (9)           Delinquency
counters

          (10)         Current
principal balance

          (11)         Current
escrow account balance

          (12)         Current
Appraisal/BPO value

          (13)         Current
Appraisal/BPO date

          (14)         Interest
rate

          (15)         Monthly
principal and interest payment amount

          (16)         Monthly
escrow payment for taxes and insurance

          (17)         Interest
rate type (fixed or adjustable)

          (18)         If
adjustable: index, margin, next interest rate reset date

          (19)         Payment/Interest
rate cap and/or floor

          (20)         Underwriting
type (Full doc, Alt Doc, No Doc)

          (21)         Lien
type (1st, 2nd,)

          (22)         Amortization
type (amortizing or I/O)

          (23)         Property
address, including city, state, zip code

          
            	
                     
      

                  	
                    (24)

                  	
                    A
      code indicating whether the Mortgaged Property is
      owner-occupied

                  


          

          
            	
                     
      

                  	
                    (25)

                  	
                    Property
      type (single-family detached, condominium, duplex,
  etc.)

                  


          

          (26)           Mortgage
Insurance

           

          (ii)           An
Excel file for Replacement Covered Assets held as a result of foreclosure on a
Covered Asset comprised of a Residential Covered Asset that is a loan serviced
by Citigroup or any Affiliate listing:

           

          (1)           Foreclosure
date

          (2)           Unpaid
loan principal balance

          (3)           Appraised
value or BPO value, as applicable

          (4)           Projected
liquidation date

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

           

          (iii)           Citigroup
shall provide a standalone report on any Residential Covered Asset that is a
loan serviced by Citigroup or any Affiliate that is a home equity line of
credit, including the portion of funded and unfunded exposures, the dollar
amount of outstanding lines that have been terminated or frozen and their
performance.

           

          (iv)           With
respect to any Residential Covered Asset that is a loan or home equity line of
credit serviced by a third party, Citigroup shall deliver to the FDIC copies of
servicing reports delivered to Citigroup or its Affiliates in accordance with
the applicable third-party servicing agreements.

           

          (d)           An
appropriate management’s executive summary discussion and analysis of the items
covered in clauses (a) through (c) above.

           

          (e)           For
purposes of this Section 3.3, “deliver” shall mean that Citigroup shall provide
the requested data and analysis in an electronic format acceptable to the
relevant U.S. Federal Parties.

           

          3.4.  Citigroup
shall inform the U.S. Federal Parties as soon as practical of any of the
following impacting the Covered Assets:

           

          (a)           Any
material errors, frauds or other material events.

           

          (b)           Conflicts
and potential conflicts of interest (both real and perceived) between the
interests of the Citigroup Ring-Fence Entities and the U.S. Federal Parties in
respect of the management of the Covered Assets and mitigation with respect
thereto.

           

          3.5.  Citigroup
shall notify the U.S. Federal Parties prior to enacting any changes in the
control structure to the extent relating to the Covered Assets, including the
activities of risk management, financial control and internal
audit.

           

          3.6.  Regular
Reporting

           

          Citigroup
shall make the reports required by these Guidelines to the U.S. Federal Parties
in order to provide transparency around Citigroup’s processes and information
and enable U.S. Federal Party oversight.  The reporting shall detail
Covered Asset performance, actions taken by Citigroup to mitigate risk of future
loss, and Citigroup’s compliance with terms and conditions specified in the
Relevant Program Documents.  To facilitate such reporting, the
following procedures will be followed:

           

          (a)           The
Executive Team shall oversee the production of reports with respect to the
performance of the Covered Assets.  The format and substance of the
reports shall be developed by the Executive Team, with input from the Portfolio
Managers, the SOC and the U.S. Federal Parties, and reviewed and approved by the
SOC.  These reports will be delivered to the SOC, the Audit and Risk
Management Committee of the Board and the U.S. Federal Parties.  These
reports shall include a monthly financial report and monthly risk report with
respect to the Covered Assets, together with a summary performance report with
respect to the Covered Assets prepared by Citigroup’s Finance function
(collectively, the “Monthly
Reports”).

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

           

          (b)           The
Monthly Reports shall include, at a minimum, a description of:

           

          (i)           the
identity, issuance date and Citigroup contact person for all risk management and
internal audit reports related to the Covered Assets;

           

          (ii)           the
performance of the overall asset pool and performance by asset
class;

           

          (iii)           losses
under base and stress scenarios and forecasts of performance, including reserves
by asset class for the Covered Assets;

           

          (iv)           for
Covered Assets that are not loans directly to consumers, all sales, exchange of
assets, tender offers, securities lending, repos/pledges, charge-offs, funding
of commitments, principal payments, hedges and loan modifications summarized by
asset class but with transaction-level detail;

           

          (v)           for
Covered Assets that are not loans directly to consumers, any exercise of voting
and consents rights, or any other exercise of rights (e.g., amendments to terms
of securities or
loans, workouts, waivers, participation in creditors’ committees, key actions,
acceleration or liquidation);

           

          (vi)           any
exercise of voting or consent rights, or any other exercise of rights (such as
amendments to terms of securities or loans, workouts, waivers, participation in
creditors’ committees, acceleration or liquidation) with respect to Related
Assets (as defined below) that affects any Covered Asset;

           

          (vii)           each
Related Asset (including, for the avoidance of doubt, any Related Asset
originated or issued within the monthly reporting period) and Specified Actions
with respect to such Related Asset;

           

          (viii)          Covered
Loss calculations, waterfalls under Sections 7.1 and 7.2 of the Master
Agreement, Loss and Covered Loss forecasts;

           

          (ix)           a
summary of Specified Actions under Section 4.1;

           

          (x)           any significant public health and safety
concerns presented by environmental conditions with respect to Covered Assets
which require remediation;

           

          (xi)           any
instances of non-compliance with the Relevant Program Documents of which the
Executive Team or the Covered Assets CEO are aware;

           

          (xii)           a
monthly executive summary of data and trends for the Covered Assets,
supplemented by a quarterly in-depth management-level report on long-term trends
and performance for the Covered Assets and compliance with the Relevant Program
Documents;

           

          (xiii)           all
events that require Citigroup to make internal notification to the SOC or to
notify or inform the U.S. Federal Parties under these Guidelines;
and

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

           

          (xiv)           other
items as agreed between Citigroup and the U.S. Federal Parties.

           

          After a
reasonable period of experience under these reporting requirements, the parties
will discuss in good faith creating categories of materiality by asset type or
otherwise in order to reduce the burden and scope of these
requirements.

           

          (c)           The
Executive Team shall also report on a monthly basis to the SOC on:

           

          (i)           the
status of the Covered Assets generally;

           

          (ii)           significant
matters approved by, and any other significant decisions made by, the Executive
Team since the last report to the SOC;

           

          (iii)           any
change in the composition of the Executive Team or other key personnel in the
relevant businesses or risk and finance functions whose role is material to the
Covered Assets;

           

          (iv)           any
significant conflict or potential conflict identified with respect to the
management of the Covered Assets;

           

          (v)           any
significant change in charge-off, impairment, expected loss estimation and loss
reserve practices, methodologies or policies, or the implementation thereof,
applicable to the Covered Assets;

           

          (vi)           any
significant change in accounting policies applicable to the Covered Assets;
and

           

          (vii)           any
significant change in valuation methodologies applicable to the Covered
Assets.  A copy of this report, together with a report of any change
in the composition of the SOC, will be delivered to the U.S. Federal
Parties.

           

          (d)           Citigroup’s
reports filed pursuant to the Securities Exchange Act of 1934 shall include
appropriate disclosure on the Covered Assets consistent with GAAP and as
reasonably determined by Citigroup.

           

          3.7.  SOC
Reporting

           

          The SOC
shall meet monthly to review the above-referenced reports and the status of the
Covered Assets (including, without limitation, actions taken in accordance with
GAAP).  The SOC (through one of its members) will report at least
quarterly to the Audit and Risk Management Committee of the Board on the status
of the Covered Assets generally and on matters approved by the SOC since the
last report to the Audit Committee, as well as compliance with the governance
and asset management procedures set forth in the Program Documents.  A
copy of this report will be delivered to the U.S. Federal Parties.

           

          3.8.  Citigroup
shall promptly provide to the U.S. Federal Parties such other information,
including financial statements and computations, relating to the performance of
the 

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

           

          provisions
of the Master Agreement and the other Program Documents or otherwise relating to
its business and affairs, as the U.S. Federal Parties may request from time to
time.

           

          3.9.  Consequences
of Failure to Report

           

          (a)           From
and after July 1, 2009, in the event that in the good faith opinion of the
relevant U.S. Federal Party Citigroup fails in any material respect to satisfy
its reporting obligations under these Guidelines or the Program Documents , the
relevant U.S. Federal Party shall promptly notify Citigroup in writing, and the
U.S. Federal Party or Parties may decline to make any payment due to Citigroup
in respect of a Covered Loss during the Calendar Quarter to which such report
relates.  Unless such reporting failure is remedied within [60] days
following such notice, the U.S. Federal Party or Parties shall thereafter have
no obligation to make such payment.

           

          SECTION 4.
OVERSIGHT AND CONTROL PROCESSES

           

          4.1.  Oversight
of Specified Actions

           

          (a)           Management
with respect to, and responsibility for the taking of Specified Actions in
respect of, Covered Assets shall be undertaken by the Portfolio Managers under
the direction of the Executive Team, with appropriate finance and risk policies,
controls and processes in place and subject to the requirements of these
Guidelines and the other Program Documents.

           

          (b)           In
reviewing Specified Actions and the Covered Assets generally, the Executive Team
will endeavor to identify whether any action or transaction has occurred that is
inconsistent with the principles, procedures and requirements contained in these
Guidelines and the other Program Documents and will report thereon to the SOC
and otherwise seek to address any inconsistencies appropriately.

           

          (c)           Any
Specified Action or program or series of related Specified Actions (i) as set
forth in the Business-Level Guidelines at the applicable time or (ii) which is
otherwise determined to be sufficiently complex or material or involve
reputation or franchise implications at such time, shall require prior
notification to or approval by the Executive Team as provided in the
Business-Level Guidelines.

           

          (d)           Any
Specified Action or program or series of related Specified Actions with respect
to Covered Assets (i) involving a transaction value in excess of $500 million or
(ii) as to which the loss to be realized is in excess of $50 million, shall
require prior notification to the SOC.

           

          (e)           Any
Specified Action or program or series of related Specified Actions with respect
to Covered Assets (i) involving a transaction value in excess of 1% of the
aggregate then-current Adjusted Baseline Values of the remaining Covered Assets
at such time or (ii) which, in the judgment of the Executive Team, is
otherwise determined to be sufficiently complex or material or involve
reputation or franchise implications at such time, shall require prior approval
by the SOC.

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

           

          (f)           Any
Specified Action or program or series of related Specified Actions with respect
to Covered Assets involving a transaction value in excess of 1% of the aggregate
then-current Adjusted Baseline Values of the remaining Covered Assets at such
time shall require “same day” notification to the U.S. Federal
Parties.  Without regard to its Adjusted Baseline Value, any sale or
other transfer of a Covered Asset to an Affiliate of Citigroup that is a U.S.
Person shall require prior approval by the U.S. Federal Parties, which approval
shall not be unreasonably withheld.  It is further understood that
this approval requirement shall not apply to sales or transfers consummated
prior to the date hereof.  (Transfers to Affiliates that are not U.S.
Persons are prohibited under Section 1.13 hereof.)

           

          (g)           Any
Specified Action or program or series of related Specified Actions with respect
to Covered Assets (i) involving a transaction value in excess of 5% of the
aggregate then-current Adjusted Baseline Values of the remaining Covered Assets
at such time or (ii) as to which the loss to be realized is in excess of 1%
of the aggregate then-current Adjusted Baseline Values of the remaining Covered
Assets at such time, shall require prior approval by the U.S. Federal
Parties.

           

          (h)           Approvals
by the SOC under this Section shall require the approval of at least three
members of the SOC, and may be evidenced by email or in a vote taken by an
in-person or telephonic meeting.  Required notification to or approval
by the U.S. Federal Parties under this Section shall be satisfied by
notification to or approval by, as the case may be, FRBNY.  In
connection with any such approval, the U.S. Federal Parties may consult with
their advisors and request that Citigroup meet with the U.S. Federal Parties and
such advisors regarding the relevant transaction.

           

          (i)           To
facilitate reporting and appropriate pre-approvals, the Covered Asset CEO shall
periodically communicate the notification and pre-approval thresholds specified
in this Section 4.1 to the Portfolio Managers.

           

          (j)           “Specified Action”
means any elective action or elective decision (including, without limitation,
any consent, waiver, approval or vote) with respect to any asset or group of
assets, including, without limitation, any loan charge off or forgiveness of
indebtedness; any impairment of an investment security; any changes in tenor or
principal of a loan or security; any extensions, renewals or roll-forwards or
similar actions; any sale, conversion or modification; or any swap or similar
transaction.  For the avoidance of doubt, Specified Action excludes
any action or decision required in accordance with GAAP as applied pursuant to
Citigroup’s normal accounting policies and processes other than charge offs;
provided, that
for purposes of Sections 4.1(f) and 4.1(g), notification to the U.S. Federal
Parties (as applicable) shall be required notwithstanding whether any action or
decision is required in accordance with GAAP.

           

          4.2.  Audits
and Certifications

           

          (a)           The
operations of the Executive Team and the SOC shall be monitored and reviewed by
Citigroup Independent Audit and Risk Review Group (“ARR”).  Additionally,
ARR shall audit compliance with the governance and asset management processes
set forth in 

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

           

           

          the
Program Documents.  A representative of ARR will be informed of all
meetings of the SOC, invited to observe such meetings and provided with the
minutes of such meetings.

           

          (b)           Citigroup
shall cause ARR or an independent public accountant of recognized national
standing acceptable to the U.S. Federal Parties to:

           

          (i)           Develop
and execute an Audit Plan that:

           

          (A)           affirms
controls and operating processes within businesses and portfolios in the asset
pool,

           

          (B)           confirms
Citigroup’s compliance with the Program Documents and the various charters and
protocols established thereunder,

           

          (C)           reviews
and attests to losses claimed or recognized on a periodic basis,

           

          (D)           tests
loss identification processes as well as reviews actual loss within the asset
pool,

           

          (E)           verifies
that losses are recognized in accordance with the Master Agreement,

           

          (F)           verifies
that governance meetings are taking place and that minutes are recorded, in each
case as required hereunder, and

           

          (G)           verifies
when there have been significant changes in hedges and models.

           

          (ii)           In
connection with the Audit Plan, the ARR shall report quarterly to the Audit and
Risk Management Committee of the Board on compliance by the Executive Team and
the SOC with the governance and asset management procedures set forth in the
Program Documents in accordance with ARR’s risk-based coverage
model.

           

          (iii)           The
initial Audit Plan shall be adopted subject to review and approval by the U.S.
Federal Parties.  Thereafter, the Audit Plan, including any revisions
or amendments thereto, shall be subject to review and approval by the U.S.
Federal Parties on an annual basis.

           

          (iv)           All
ARR audit reports prepared pursuant to these Guidelines shall be delivered to
the Executive Team, the SOC and the U.S. Federal Parties.

           

          (c)           As
soon as available, and in any event within 90 days after the end of each fiscal
year of the Citigroup Ring-Fence Entities, Citigroup shall deliver to each of
the U.S. Federal Parties an attestation from an independent public accountant of
recognized national standing acceptable to the U.S. Federal Parties to the
effect that the Citigroup Ring-Fence Entities are in compliance with all
material requirements of these Corporate Governance Guidelines and each of the
other Program Documents, together with such SAS 70 reports on organizations
providing services to the Citigroup Ring-Fence Entities that affect their


           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

           

          compliance
with the Program Documents as (i) the U.S. Federal Parties request upon
reasonable notice to Citigroup and (ii) can be obtained by Citigroup on a
practicable basis.

           

          (d)           Within
ninety (90) days after the end of each calendar year from and including the
calendar year during which the Effective Date falls to and including the
calendar year during which the last Calendar Quarter ends, Citigroup shall
deliver to the U.S. Federal Parties a report signed by its independent public
accountants stating that they have reviewed the terms of the Master Agreement
and that, in the course of their annual audit of Citigroup’s books and records,
nothing has come to their attention suggesting that any computations required to
be made by Citigroup during such calendar year by the Master Agreement or the
other Program Documents were not made by Citigroup in accordance
herewith.  In the event that Citigroup cannot comply with the
preceding sentence, it shall promptly submit to the U.S. Federal Parties
corrected computations together with a report signed by its independent public
accountants stating that, after giving effect to such corrected computations,
nothing has come to their attention suggesting that any computations required to
be made by Citigroup during such year by the Master Agreement or the other
Program Documents were not made by Citigroup in accordance
herewith.  In such event, Citigroup and the U.S. Federal Parties shall
make all such accounting adjustments and payments as may be necessary to give
effect to each correction reflected in such corrected computations, retroactive
to the date on which the corresponding incorrect computation was
made.

           

          (e)           Citigroup
shall perform on an annual basis an internal audit and other such interim
reviews as is consistent with Citigroup practice of its compliance with the
provisions of the Relevant Program Documents and shall provide the U.S. Federal
Parties with copies of the internal audit reports and access to internal audit
workpapers related to such internal audit and interim reviews.

           

          (f)           The
Covered Asset CEO shall execute annually a certificate in the form of Annex IV
or shall report in writing to the U.S. Federal Parties his inability to do
so.  Any report that he is unable to do so shall indicate with
specificity the reasons for that inability.  The certificate shall be
accompanied by supporting analytic materials and reports, and each member of the
SOC shall provide the following attestation:

           

          “Based on
my knowledge, including without limitation my participation as a member of the
SOC, I believe that Citigroup is complying in all material respects with the
requirements of the Program Documents.  The SOC has performed the
necessary due diligence and exercised oversight with sufficient rigor to provide
me with a reasonable basis for this conclusion.”

           

          (g)           The
U.S. Federal Parties may perform an audit to determine Citigroup’s compliance
with the provisions of the Master Agreement and the other Program Documents at
any time.  The scope and duration of any such audit shall be within
the sole discretion of the U.S. Federal Parties.  Citigroup shall bear
the expense of any such audit.  In connection with the foregoing,
Citigroup shall make available to the U.S. Federal Parties sufficient space on
its premises in order to allow the U.S. Federal Parties to perform all such
auditing and monitoring functions.  Any such on-site audit or
monitoring shall be overseen by the FDIC.  In the event that any
corrections are necessary as a result of such an audit, Citigroup and the U.S.
Federal Parties 

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

           

          shall make
such accounting adjustments and payments as may be necessary to give retroactive
effect to such corrections

           

          4.3.  Enhanced
Oversight Triggers

           

          (a)           
At any time following the incurrence by the Citigroup Ring-Fence Entities of
Losses net of all Recoveries and Gains in excess of $19,000,000,000, the U.S.
Federal Parties shall have the right to take any or all of the following actions
in their sole discretion upon reasonable notice to Citigroup:

           

          (i)           
 Impose increased reporting, communication or audit requirements on
Citibank.

           

          (ii)           
Appoint one or more representatives of the U.S. Federal Parties as voting
members of the SOC.

           

          (iii)           Review
and revise the compensation approaches for the Covered Asset CEO, the other
members of the Executive Team and the Portfolio Managers.

           

          (iv)           Revise
the definition of “Specified Action” in Section 4.1(j).

           

          (v)           
Revise the various thresholds set forth in Section 4.1 for notice to or approval
by the Executive Team, the SOC or the U.S. Federal Parties as they deem
appropriate.

           

          (vi)           Revise
the time periods for actions prescribed in Section 4.2.

           

          (vii)          Require
Citigroup to prepare plans to facilitate the future transfer of asset management
responsibility for the Covered Assets or segments thereof, and/or require
Citigroup to take any and all preparatory steps that the U.S. Federal Parties
deem appropriate to facilitate the subsequent transfer of asset management
responsibility.

           

          (b)           
At any time following the incurrence by the Citigroup Ring-Fence Entities of
Losses net of all Recoveries and Gains in excess of $27,000,000,000, the U.S.
Federal Parties shall have the right to take any or all of the following actions
(in addition to the continuing right to take any of the actions set forth in (a)
above) in their sole discretion upon reasonable notice to
Citigroup:

           

          (i)            
Change the asset manager (which may, as used in these Guidelines, include the
servicer, sub-servicer, special servicer or custodian) for all or part of the
Covered Assets as described in Section 11.1 of the Master
Agreement.  Citigroup may be required by such asset manager to provide
documents or reports and enter into appropriate documentation.

           

          (ii)           
Change the fundamental business objective of Citigroup from maximizing the
long-term value of the Covered Assets to minimizing Losses on the Covered
Assets, or such other business objective the U.S. Federal Parties deem
appropriate.

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

           

          (iii)           Require
Citigroup to provide a business plan acceptable to the U.S. Federal Parties
reflecting changes in management and business strategy with respect to the
Covered Assets in aggregate or by asset class.

           

          (iv)           Require
that Section 1.8 of these Guidelines shall apply to all Covered
Assets.

           

          (c)           Notwithstanding
the foregoing, if at any time one or more of the Citigroup Ring-Fence Entities
are, as reasonably determined in good faith by the U.S. Federal Parties, failing
materially and repeatedly to comply with the terms of the Relevant Program
Documents with respect to a particular asset class (after notice and a
reasonable opportunity to cure), the U.S. Federal Parties shall have the right
to change the asset manager for a particular asset class according to the
procedures contained in Section 11.1 of the Master Agreement, regardless of
whether or not the Citigroup Ring-Fence Entities have incurred Losses net of all
Recoveries and Gains in excess of $27,000,000,000.

           

          (d)           The
numerical oversight triggers set forth in this Section shall be increased on a
dollar-for-dollar basis with any increase in the Citigroup Deductible under the
Master Agreement, which may be implemented at the written request of Citigroup
with the written consent of the U.S. Federal Parties.

           

          (e)           In
the event the U.S. Federal Parties exercise any of their rights under this
Section, the arrangements contained in these Guidelines shall be replaced by new
terms that give effect to the actions taken by the U.S. Federal
Parties.

           

          SECTION
5. CONFLICTS OF
INTEREST

           

          5.1.  Citigroup
shall develop and implement policies and procedures to regulate conflicts or
potential conflicts (both real and perceived) that may arise during the term of
the Master Agreement between the interests of the Citigroup Ring-Fence Entities
and the interests of the U.S. Federal Parties in respect of the management of
the Covered Assets.  Such policies and procedures shall address the
ongoing identification and mitigation of such conflicts, as well as the required
reporting of such conflicts to the U.S. Federal Parties pursuant to these
Guidelines.  Within a reasonable time after the date of the Master
Agreement, Citigroup shall provide a list of such identified conflicts and
potential conflicts, along with Citigroup’s mitigation solutions, to be attached
hereto as Annex III.  Citigroup shall implement the mitigation
solutions indicated on Annex III with respect thereto.

           

          5.2.  In
furtherance of, and without limiting, the foregoing Section, Citigroup shall
obtain the prior written approval of the U.S. Federal Parties prior to entering
into any new transaction or arrangements with any Affiliate of Citigroup with
respect to any Covered Asset including, without limitation, the execution of any
contract pursuant to which any Affiliate of Citigroup will manage, administer or
collect any of the Covered Assets, or any other action involving
self-dealing.  Citigroup may continue existing arrangements entered
into before the Effective Time without approval provided they were made in a
commercially reasonable manner consistent with the standards in these Guidelines
and the Program Documents.

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

           

          5.3.  In
furtherance of, and without limiting the foregoing Section 5.1, Citigroup shall
manage, administer and collect any Related Asset and related Covered Asset in a
manner which is indifferent to the existence of the loss-sharing provisions of
the Program Documents.

           

          5.4.  Citigroup
shall develop appropriate reports, satisfactory to the U.S. Federal Parties, to
identify potential conflicts of interest or actions taken by Citigroup in
respect of the Covered Assets that may pose significant risk of such conflicts,
including, without limitation, sales of Covered Assets; modifications, workouts
or exchanges of Covered Assets; expense allocations; relationships with
counterparties with whom Citigroup enters into trades of Covered Assets; and
other transaction and relationships with borrowers, issuers or other parties in
respect of Related Assets.

           

          5.5.  “Related Asset” means
any loan, extension of credit, security, other asset or other financial exposure
held by Citigroup at any time on or prior to the end of each monthly reporting
period that is:

           

          (i)(A)
made to the same obligor or issued by the same issuer or with the same
counterparty (including any Affiliate of that obligor, issuer or counterparty)
with respect to a Covered Asset or with respect to a Covered Asset from which a
Replacement Covered Asset derived; or

          


          (B)
attributable as a regulatory matter to the same primary obligor, issuer or
counterparty with respect to any Covered Asset described in clause (A) under the
rules of the relevant Citigroup Ring-Fence Entity’s chartering authority
concerning the lending limits of financial institutions organized under its
jurisdiction as in effect on the date hereof, as applied to the relevant
Citigroup Ring-Fence Entity; and

          


          (ii) has
an Adjusted Baseline Value of at least $50,000,000 and is made or held by the
institutional, wholesale or commercial businesses of Citigroup (for the
avoidance of doubt excluding consumer businesses).

          


          The
Federal Parties may at any time, after consultation with Citigroup, change this
threshold of $50,000,000 for specific Covered Assets, defined asset classes, or
the entire Covered Asset pool.

           

          SECTION
6.  [Reserved]

           

          SECTION
7.  MISCELLANEOUS MATTERS

           

          7.1.  In the event of a change
of manager or change of custodian pursuant to Section 11.1 of the Master
Agreement, the arrangements contained in these Guidelines shall be replaced by
new terms mutually agreeable to Citigroup and the U.S. Federal Parties; provided that in no
event shall the failure to agree on new terms be a condition precedent to
effecting a change of manager or change of custodian.

           

          7.2.  These
Guidelines may be amended from time to time at the direction and with the
approval of the Senior Oversight Committee with the prior written consent of
each of 

           

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

           

           

          the U.S.
Federal Parties.  The U.S. Federal Parties shall have the right to
require these Guidelines be amended under the circumstances specified in
Sections 4.3 and 7.1.

           

          7.3.  In
the event of a dispute with regard to the application of or compliance with the
provisions of these Guidelines or any other Program Document, Citigroup and the
U.S. Federal Parties agree to cooperate to resolve such dispute in good
faith.

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

             

             

          

          Annex
I

           

          Form
of Quarterly Schedule

          
            
               

              
                	 
      	 
      	 
      	
                        Q1

                      	 
      	 
      	 
      	
                        Q2

                      	 
      	 
      	 
      	
                        Q3

                      	 
      	 
      	
                        . . .

                      	 
      	
                        QN

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                        Recovery

                      	 
      	 
      	
                        Recovery

                      	 
      	 
      	
                        Recovery

                      	
                        . . .

                      	 
      	 
      	
                        Recovery

                      	
                        Total

                      
	 
      	 
      	
                        Loss

                      	
                        Recoveries

                      	
                        Expenses

                      	
                        Gains

                      	
                        Loss

                      	
                        Recoveries

                      	
                        Expenses

                      	
                        Gains

                      	
                        Loss

                      	
                        Recoveries

                      	
                        Expenses

                      	
                        Gains

                      	 
      	
                        Loss

                      	
                        Recoveries

                      	
                        Expenses

                      	
                        Gains

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset No.

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        1

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        2

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        3

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        4

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        5

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        6

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        7

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        . . .

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        . . .

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Asset

                      	
                        N

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Totals

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 
	 
      	
                        Aggregate Losses for
      Quarter:

                      	 
      	
                        Aggregate Losses for
      Quarter:

                      	
                        Aggregate Losses for
      Quarter:

                      	 
      	
                        Aggregate Losses for
      Quarter:

                      	 
      
	 
      	
                        Aggregate Recoveries for
      Quarter:

                      	
                        Aggregate Recoveries for
      Quarter:

                      	
                        Aggregate Recoveries for
      Quarter:

                      	
                        Aggregate Recoveries for
      Quarter:

                      
	 
      	
                        Aggregate Recovery Expenses for
      Quarter:

                      	
                        Aggregate Recovery Expenses for
      Quarter:

                      	
                        Aggregate Recovery Expenses for
      Quarter:

                      	
                        Aggregate Recovery Expenses for
      Quarter:

                      
	 
      	
                        Aggregate Gains for
      Quarter:

                      	 
      	
                        Aggregate Gains for
      Quarter:

                      	
                        Aggregate Gains for
      Quarter:

                      	 
      	
                        Aggregate Gains for
      Quarter:

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Citigroup Quarterly Net
      Loss:

                      	 
      	
                        Citigroup Quarterly Net
      Loss:

                      	
                        Citigroup Quarterly Net
      Loss:

                      	 
      	
                        Citigroup Quarterly Net
      Loss:

                      	 
      
	 	 	 	 	 	 	 	 
	 
      	
                        Amount (if any) charged
      to

                      	 
      	
                        Amount (if any) charged
      to

                      	
                        Amount (if any) charged
      to

                      	 
      	
                        Amount (if any) charged
      to

                      	 
      
	 
      	
                          Citigroup
      Deductible:

                      	 
      	
                          Citigroup
      Deductible:

                      	 
      	
                          Citigroup
      Deductible:

                      	 
      	 
      	
                          Citigroup
      Deductible:

                      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                        Covered Loss (if
      any):

                      	 
      	 
      	
                        Covered Loss (if
      any):

                      	 
      	
                        Covered Loss (if
      any):

                      	 
      	 
      	
                        Covered Loss (if
      any):

                      	 
      	 
      


              

            

             

             

          

           

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

           

           

          Annex
II

           

          Calculation
of Charge-Off Resulting From Loan Modification

          
 

          
            
              
                	
                        Shared-Loss
      Quarter:

                      	 
      	
                        [input
      quarter]

                      	 
      
	
                        Loan
      no.:

                      	 	
                        [input
      loan no.]

                      	 
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        EXAMPLE CALCULATION

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        Loan Modification
    Information

                      	 
      	 
      	 
      
	
                        Adjusted
      Baseline Value before restructuring

                      	 
      	
                         $          [_____]

                      	
                        A

                      
	
                        Then-Current
      Interest Rate

                      	 
      	
                                        
      [___]%

                      	 
      
	
                        NPV
      of modified loan, discounted at Then-Current Interest Rate

                      	 
      	
                                   
      [_____] 

                      	
                        B

                      
	
                        Loss/Charge-Off
      on modified loan (1)

                      	 
      	
                         $         [_____]

                      	
                         A
      - B

                      
	 
      	 
      	 
      	 
      
	
                        (1)  As
      per definition of Charge-Off included in Master
  Agreement

                      


              

              


              


            

          

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

           

          Annex
III

           

          Conflicts
of Interest and Mitigation Solutions

           

          To be
supplied.

           

          


          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

           

          


           

          Annex
IV

           

          Form
of Certificate

           

           

          I,
________________________, certify in good faith (in my capacity as Covered Asset
CEO and without personal liability) that:

           

           

          
            	
                    1.

                  	
                    I
      have reviewed the monthly and quarterly reports made during the past
      calendar year pursuant to the Master Agreement between Citigroup and the
      U.S. Federal Parties including, without limitation, the Monthly Reports
      and the Quarterly Certificates as defined in Exhibit B to the Master
      Agreement and all other reports delivered to the U.S. Federal Parties
      pursuant to either the Master Agreement or any exhibit
      thereto;

                  


          

           

           

          
            	
                    2.

                  	
                    Based
      on my knowledge, these reports did not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the periods covered by these
      reports (or as to forward-looking information, that such information was
      prepared in good faith on assumptions believed to be reasonable at the
      relevant time);

                  


          

           

           

          
            	
                    3.

                  	
                    Based
      on my knowledge, the statements, dates and analyses included in these
      reports fairly present in all material respects the performance of the
      Covered Assets (or as to forward-looking information, that such
      information was prepared in good faith on assumptions believed to be
      reasonable at the relevant time), the actions taken by the Citigroup
      Ring-Fence Entities in respect of the Covered Assets, and the Citigroup
      Ring-Fence Entities’ compliance with the Relevant Program Documents as of,
      and for, the periods presented in these
reports;

                  


          

           

           

          
            	
                    4.

                  	
                    Based on my knowledge, I believe that Citigroup has
      satisfied its internal control obligations as outlined in the Relevant
      Program Documents in (i) the production of these reports and Certificates
      and (ii) the management processes that govern the Covered
      Assets.  Citigroup has performed the necessary due diligence and
      exercised oversight with sufficient rigor to provide me with a reasonable
      basis for this conclusion.

                  


          

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    5.

                  	
                    Based on my knowledge, I believe
      that any significant deficiencies or  material weaknesses in the
      internal controls related to the Covered Assets have been reported to
      Citigroup’s internal auditors and the Audit
    Committee.

                  


          

           

          


          


          


          Date:_________________________

          


          


          By:_________________________

          Name:                                                  

          Title:                                                  

          


          


          


          *           The
meaning of the terms used in this Certificate is controlled by the definitions
used in the Relevant Program Documents.

          


           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

          


          
             

          

           

        

        
          
            Exhibit
C

            Executive
Compensation

             

            


            Unless otherwise specified
all terms defined in the Master Agreement and the other Program Documents shall
have the same meanings when used in this Exhibit C.

            


            (a)           Senior Executive
Officers.  Until such time
as Treasury and the FDIC (together the “Investors”) cease to own any debt or
equity securities of Citigroup acquired pursuant to the Securities Purchase
Agreement between the Investors and Citigroup or the Warrants, Citigroup 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) of the
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 of the 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 purposes of applying
Section 111(b) of the EESA with respect to this paragraph (a) of Exhibit C, 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 Citigroup’s “senior executive officers” as defined in subsection 111(b)(3)
of the EESA and regulations issued thereunder that have been issued and are in
effect as of the date of the Master Agreement (the “Closing Date”), including
the rules set forth in 31 CFR Part 30.

             

            (b)           Senior Leadership
Members.   Until such time
as  the Investors cease to own any debt or equity securities of
Citigroup acquired pursuant to the Securities Purchase Agreement between the
Investors and Citigroup or the Warrants  Citigroup shall take all
necessary action to limit any “golden parachute payments” to the employees of
Citigroup and Citigroup Subsidiaries who are members of the Senior Leadership
Committee as of the 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 of the Closing Date,
including the rules set forth in 31 CFR Part 30, as if such Senior Leadership
Members were Senior Executive Officers for purposes of the EESA (except that
equity denominated awards settled solely in equity shall not be included in such
limit on “golden parachute payments” to Senior Leadership Members).


             

            (c)           Bonus
Compensation.

             

            (i)           the
aggregate amount of Bonus Compensation that may be paid to the Senior Executive
Officers and Senior Leadership Members with respect to each of fiscal years 2008
and 2009 shall in no event exceed an amount equal to 60% of the aggregate Prior
Year Bonus Compensation for the Senior Executive Officer and Senior Leadership
Member positions (the “Bonus
Pool Cap”); provided, that, with respect
to

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            fiscal
year 2009, the Bonus Pool Cap may be increased by Citigroup if, and to the
extent that, such increase is approved by the Investors  following the
submission by Citigroup of a written detailed recommendation (with all
applicable supporting documentation) to the Investors describing the basis for
any proposed change to the 2009 bonus pool.  The Investors shall have
the authority to reject any change in the 2009 bonus pool if Citigroup fails to
demonstrate to the reasonable satisfaction of the Investors that the proposed
change is warranted by Citigroup’s demonstrated profitability, adequacy of
risk-adjusted capital, market factors, compliance with the repayment terms of
any investment and/or loan by the U.S.  Federal Parties or any other
Governmental Entity,  Citigroup performance in managing the Covered
Asset pool in compliance with the terms of the Master Agreement, changes to the
size or composition of the Senior Leadership Committee, and any other factors
the Investors 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 not
include (i) any perquisites, to the extent that the applicable Senior Executive
Officer or Senior Leadership Member is receiving such perquisites as of the
Closing Date or, if such Senior Executive Officer or Senior Leadership Member is
hired after the Closing Date, such perquisites are customarily made available to
an employee holding such Senior Executive Officer or Senior Leadership Member’s
position as of the date of the Master Agreement, (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 performance-based vesting and payable in 2009 or
2010, (vi) any sign-on award granted to a Senior Executive Officer or
Senior Leadership Member who commences employment with Citigroup in fiscal year
2009 that is intended to make such Senior Executive Officer or Senior
Leadership Member whole for unvested or otherwise forfeitable
awards that are actually forfeited by the Senior Executive Officer or
Senior Leadership Member’s prior employer in connection with such Senior
Executive Officer or Senior Leadership Member’s departure from such prior
employer and acceptance of employment with Citigroup; provided that the
portion of any such sign-on award that serves as a “make whole” award for
any such forfeited awards that were forfeited because the applicable vesting
conditions were not achieved prior to the date of termination shall be
granted subject to substantially similar vesting conditions or, if such
sign-on award is paid to the Senior Executive Officer or Senior
Leadership Member upon such individual’s commencement of employment with
Citigroup, shall be subject to a repayment obligation that reasonably reflects
the vesting conditions applicable to such forfeited awards or (vii)
any retention award committed to prior to the Closing Date.  “Prior Year Bonus
Compensation” means, with respect to each Senior Executive Officer and
Senior Leadership Member position, the Bonus Compensation paid with respect to
fiscal year 2007, or, if no Bonus Compensation was paid for such position with
respect to fiscal year 2007 (as evidenced by such person not receiving a stock
award under the Capital 

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            Accumulation
Program with respect to 2008), 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 of the 2008 fiscal year for any
member of the Executive Committee (which committee consists of the Senior
Executive Officers and the Senior Leadership Members who are the ten next most
senior executive officers of Citigroup other than the Senior Executive Officers)
shall be payable, at Citigroup’s discretion, in a combination of (x) deferred
stock awards (all or a portion of which may be awarded in the form of stock
options) or (y) deferred cash awards.  At least 40% of the Bonus
Compensation in respect of the 2008 fiscal year shall be granted subject to
performance-based vesting.

             

            (d)           Restrictions on
Lobbying.  Until such time as the Investors cease to own any
debt or equity securities of Citigroup acquired pursuant to the Securities
Purchase Agreement between the Investors and Citigroup or the Warrants Citigroup
shall continue to maintain and implement its comprehensive written policy (the
“U.S. Lobbying Policy”)
on lobbying, governmental ethics and political activity and distribute such U.S.
Lobbying Policy to all Company employees and lobbying firms involved in any such
activity.  During the Term of the Master Agreement any material
amendments to the U.S. Lobbying Policy shall require the prior written consent
of the Investors, and any material deviations from the U.S. Lobbying Policy,
whether in contravention thereof or pursuant to waivers provided for thereunder,
shall promptly be reported to the Investors.  The U.S. Lobbying Policy
shall, at a minimum: (i) require compliance with all applicable law; (ii) apply
to Citigroup, Citigroup Subsidiaries that constitute Citigroup’s consolidated
subsidiaries and affiliated foundations; (iii) govern (A) the provision
of items of value to any U.S. government officials; (B) lobbying of U.S.
government officials and (C) U.S. political activities and contributions; and
(iv) provide for (x) internal reporting and oversight and (y) mechanisms for
addressing non-compliance with the U.S. Lobbying Policy.

             

                       (e)           Restrictions on
Expenses.   Until
such time as the Investors cease to own any debt or equity securities of
Citigroup acquired pursuant to the Securities Purchase Agreement between the
Investors and Citigroup or the Warrants Citigroup shall continue to maintain and implement
its comprehensive written policy (the “Expense
Policy”, it being
understood that the Expense Policy may be comprised of more than one
written policy) on
corporate expenses and distribute the Expense Policy to all Company
employees.  During the term of the Master Agreement any material amendments to the Expense
Policy shall require the prior written consent of the Investors, and any
material deviations from
the Expense Policy, whether in contravention thereof or pursuant to waivers
provided for thereunder, shall promptly be reported to the
Investors.  The Expense Policy shall, at a minimum:  (i)
require compliance with all applicable law; (ii) apply to Citigroup and Citigroup
Subsidiaries that constitute Citigroup’s consolidated subsidiaries; (iii)
govern (A) the hosting, sponsorship or other payment for conferences and events,
(B) the use of corporate aircraft, (C) travel accommodations and expenditures, (D) consulting arrangements
with outside service providers, (E) any new 

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            lease or acquisition of real estate, (F)
expenses relating to office or facility renovations or relocations and (G)
expenses relating to entertainment or holiday parties; and (iv) provide for (x) internal
reporting and oversight and (y) mechanisms for addressing non-compliance with
the Expense Policy.

             

            (e)             Clawback.  In the event
that any Senior Executive Officer or Senior Leadership Member receives a payment
in contravention of the provisions of this Exhibit C to the Master Agreement,
Citigroup shall promptly provide such individual with written notice that the
amount of such payment must be repaid to Citigroup in full within fifteen
business days following receipt of such notice and shall promptly inform the
Investors (i) upon discovering that a payment in contravention of this Exhibit C has been
made and (ii) following the repayment to Citigroup of such amount.

             

               (f)           In
addition to the guidelines set forth in paragraph (c) of this Exhibit C, until
the Maturity Date of the Master Agreement occurs the aggregate amount of Bonus
Compensation that may be paid to the Senior Executive Officers and Senior
Leadership Members shall be subject to performance thresholds set forth in the
Master Agreement with respect to cumulative Citigroup Quarterly Net Losses on
the pool of Covered Assets. For fiscal years 2010 and each fiscal year
thereafter until the Maturity Date of the Master Agreement occurs, the Bonus
Compensation (as defined in paragraph (c) of this Exhibit C), determined to be
paid to Citigroup’s Senior Executive Officers and Senior Leadership Members
shall be subject to the following limitations.  In any fiscal year in
which cumulative Citigroup Quarterly Net Losses incurred by the Citigroup Ring
Fence Entities exceed an amount equal to the Citigroup Deductible minus $10
Billion, the Bonus Compensation for that calendar year shall be reduced by 2%
for each $1 Billion that the cumulative Citigroup Quarterly Net Losses incurred
by the Citigroup Ring Fence Entities exceeds the amount equal to the Citigroup
Deductible minus $10 Billion.   In any fiscal year in which the
cumulative Citigroup Quarterly Net Losses incurred by the Citigroup Ring Fence
Entities exceeds an amount equal to the Citigroup Deductible, the Bonus
Compensation shall be reduced by 5% for each $1 Billion in excess of the
Citigroup Deductible.  The maximum decrease in the aggregate bonus
pool in any fiscal year shall be 40%.  For each succeeding fiscal
year, the bonus pool shall be reset to 100% and be subject to the preceding
reductions for further increases in cumulative Citigroup Quarterly Net Losses
..  Within 30 days of payment of annual Bonus Compensation for any
fiscal year in which such Bonus Compensation reductions are required, Citigroup
shall report to the FDIC regarding compliance with the requirements of this
paragraph (f) of Exhibit C.

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            Exhibit
D:

             

            Form of Loss
Claim

             

            Reference
is made to that certain Master Agreement, dated as of January 15, 2009
(such agreement, including any schedules, exhibits or attachments thereto
and any amendments thereto and any successor agreement that may be entered into
by the parties thereto in substitution therefor, hereinafter the “Master
Agreement”), among
Citigroup Inc. (“Citigroup”), certain Affiliates of Citigroup
identified therein, the Department of the Treasury (“Treasury”), the Federal Deposit Insurance Corp.
(“FDIC”) and the Federal Reserve Bank of New
York.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Master
Agreement.

             

            Citigroup
has incurred a Covered Loss in the Calendar Quarter ending [mm/dd/yy] during the
Loss Coverage Period.  Pursuant to Section [2 / 3] of the Master
Agreement, Citigroup desires that [Treasury / FDIC] make a [Treasury Advance /
FDIC Advance] to Citigroup in accordance with the applicable terms and
conditions of the Master Agreement, including the Governance and Asset
Management Guidelines (the “Guidelines”), in an
amount equal to $[●] (which is the amount of such Covered Loss eligible to be
funded by such [Treasury Advance / FDIC Advance]) on [mm/dd/yy]1
(the applicable Quarterly Advance Date).  Annexed hereto as Schedule I
is Citigroup’s calculation of the Covered Loss eligible to be funded by such
[Treasury Advance / FDIC Advance].

             

            Citigroup
hereby certifies that:

            


            (a) As of the
Quarterly Advance Date, the Citigroup Ring-Fence Entities have incurred, on a
cumulative basis, subsequent to the close of business on November 21, 2008, an
amount of Citigroup Quarterly Net Losses equal to or greater than the Citigroup
Deductible;

             

            (b) [As of the
Quarterly Advance Date there are $5,000,000,000 of outstanding Treasury Advances
(taking into account any Treasury Advance made on such Quarterly Advance
Date);]2

             

            (c) Each of
the representations and warranties made by each Citigroup Ring-Fence Entity in
Sections 9.1, 9.2 and 9.3 of the Master Agreement are true and correct in all
material respects on and as of the Quarterly Advance Date as if made on and as
of such date and each of the other representations and warranties made by each
Citigroup Ring-Fence Entity in Section 9 of the Master Agreement are true and
correct in all material respects as of the date made; and

             

            (d) No Event
of Default has occurred and is continuing as of the Quarterly Advance Date, or
after giving effect to the [Treasury Advance / FDIC Advance] to be made on such
date.

            
              


              


              
                
                  	 	
                          CITIGROUP
      INC.

                        	 
	 	 	 	 
	
                          Date: [mm/dd/yy]

                        	
                          By:
      3

                        	/s/ 	 
	 	Name: 	 
	 	Title:	 
	 	 	 	 


                

              

              
              

            

            
              
                

              

              1 The
Quarterly Advance Date shall be the 30th
calendar day following the date this Loss Claim is received by [Treasury / FDIC]
(or, if such day is not a Business Day, the next succeeding Business
Day).

            

            
              2 To be
included if such Loss Claim is directed to FDIC.

            

            
              3 To be
executed by a Responsible Officer of Citigroup.

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            Schedule I4
to Loss Claim


            Date:
[mm/dd/yy]

            


            Citigroup’s
Calculation of the Treasury Advance:

            


            
              	
                      1.

                    	
                      The
      amount of the Covered Loss incurred by the Citigroup Ring-Fence Entities
      incurred in such Calendar Quarter =
  $[_________];

                    


            

             

            
              	
                      2.

                    	
                      The
      Treasury Available Amount = $[_________];
and

                    


            

             

            
              	
                      3.

                    	
                      The
      amount of the Treasury Advance requested by Citigroup = $[_________] (the
      lesser of [1] and [2]).

                    


            

             

            
              
                

              

            

            
              4 To be
used for a Treasury Advance.

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

                 

              

            

            SCHEDULE
I5
to Loss Claim

            


            Date:
[mm/dd/yy]

            


            Citigroup’s
Calculation of the FDIC Advance:

            


            
              	
                      1.

                    	
                      The
      amount of the Covered Loss incurred by the Citigroup Ring-Fence Entities
      incurred in such Calendar Quarter =
  $[_________];

                    


            

             

            
              	
                      2.

                    	
                      The
      amount of such Covered Loss to be funded by a Treasury Advance =
      $[_________];

                    


            

             

            
              	
                      3.

                    	
                      The
      FDIC Available Amount = $[_________];
and

                    


            

             

            
              	
                      4.

                    	
                      The
      amount of the FDIC Advance requested by Citigroup = $[_________] (the
      lesser of (a) [1] minus [2] and
      (b) [3]).

                    


            

            

              

            

            
              5 To be
used for an FDIC Advance.

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            Exhibit
E:

            


            Form of Borrowing
Request

             

            Reference
is made to that certain Master Agreement, dated as of January 15, 2009
(such agreement, including any schedules, exhibits or attachments thereto
and any amendments thereto and any successor agreement that may be entered into
by the parties thereto in substitution therefor, hereinafter the “Master
Agreement”), among
Citigroup Inc. (“Citigroup”), certain affiliates of Citigroup
identified therein, the Department of the Treasury, the Federal Deposit
Insurance Corp. and the Federal Reserve Bank of New York (“FRBNY”).  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Master Agreement.

             

            Citigroup
has incurred a Covered Loss in the Calendar Quarter ending [mm/dd/yy] during the
Loss Coverage Period.  Pursuant to Section 4.2 of the Master
Agreement, Citigroup desires that FRBNY make the FRBNY Loan to Citigroup in
accordance with the applicable terms and conditions of the Master Agreement,
including the Governance and Asset Management Guidelines (the “Guidelines”), in an
amount equal to $[●] (which is the FRBNY Available Amount as determined pursuant
to Section 4.1 of the Master Agreement) on  [mm/dd/yy]1
(which, subject to the satisfaction of the conditions specified in the Master
Agreement, shall be the FRBNY Funding Date).  Annexed hereto as
Schedule I is Citigroup’s calculation of the FRBNY Available
Amount.

             

            Citigroup
hereby certifies that:

            


            (a)           As
of the FRBNY Funding Date, the Citigroup Ring-Fence Entities have incurred,
subsequent to the close of business on November 21, 2008 and on a cumulative
basis, an amount of Citigroup Quarterly Net Losses equal to or greater than the
Citigroup Deductible;

             

            (b)           As
of the FRBNY Funding Date, there are $5,000,000,000 of outstanding Treasury
Advances;

             

            (c)           As
of the FRBNY Funding Date, there are $10,000,000,000 of outstanding FDIC
Advances; 

               

              (d)           Each
of the representations and warranties made by each Citigroup Ring-Fence Entity
in Sections 9.1, 9.2 and 9.3 of the Master Agreement are true and correct in all
material respects on and as of the FRBNY Funding Date as if made on and as of
such date and each of the other representations and warranties made by each
Citigroup Ring-Fence Entity in Section 9 of the Master Agreement are true and
correct in all material respects as of the date made; and

               

              (e)           No
Event of Default has occurred and is continuing as of the FRBNY Funding Date, or
after giving effect to the FRBNY Loan to be made on such date.

              
                
                

                
                  
                    

                  

                  1
The FRBNY
Funding Date shall be a Business Day no earlier than 20 calendar days and no
later than 30 calendar days following FRBNY’s receipt of this Borrowing Request
(but in any event no later than 60 calendar days after the end of the Calendar
Quarter in which the Citigroup Ring-Fence Entities first incur a Covered Loss
eligible for FRBNY funding).

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              
                	 	
                        CITIGROUP
      INC.

                      	 
	 	 	 	 
	
                        Date: [mm/dd/yy]

                      	
                        By:
      2

                      	/s/ 	 
	 	Name: 	 
	 	Title:	 
	 	 	 	 


              

            

            
            

            
              
                

              

            

            
              2 To be
executed by a Responsible Officer of Citigroup.

            

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

               

            

            Schedule I to Borrowing
Request

             

            Date:
[mm/dd/yy]

            


             

            Citigroup’s Calculation of
the FRBNY Available Amount:

             

            
              	
                      1.

                    	
                      The
      sum of the Adjusted Baseline Values of all Covered Assets as of the end of
      the most recently completed Calendar Quarter prior to the FRBNY Funding
      Date = $[_________];

                    


            

             

            
              	
                      2.

                    	
                      The
      amount of the Citigroup Quarterly Net Loss incurred by the Citigroup
      Ring-Fence Entities incurred in such Calendar Quarter =
      $[_________];

                    


            

             

            
              	
                      3.

                    	
                      The
      amount of the Covered Loss incurred by the Citigroup Ring-Fence Entities
      incurred in such Calendar Quarter =
  $[_________];

                    


            

             

            
              	
                      4.

                    	
                      The
      amount of such Covered Loss to be funded by a Treasury Advance =
      $[_________];

                    


            

             

            
              	
                      5.

                    	
                      The
      amount of such Covered Loss to be funded by an FDIC Advance =
      $[_________];

                    


            

             

            
              	
                      6.

                    	
                      The
      sum of [4] and [5] = $[_________];

                    


            

             

            
              	
                      7.

                    	
                      The
      amount in [6] divided by 0.90 = $[_________];
  and

                    


            

             

            
              	
                      8.

                    	
                      10%
      of the excess of ([2] minus [7]) =
      $[_________].

                    


            

             

            


            
              FRBNY
Available Amount = $[_________] ([1] minus
[8]).

            

            


            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

          

           

          
            EXHIBIT
F

            


            FDIC
MORTGAGE LOAN MODIFICATION PROGRAM

            


            Objective

            


            The objective of the Mortgage Loan
Modification Program (“Program”) is to mitigate losses on Qualifying Loans, as
defined below, by modifying the terms of certain residential mortgage loans so
as to reduce covered losses and improve the value of the loans, improve
affordability, increase the probability of performance, and allow borrowers to
remain in their homes.  This Program applies to Qualifying Loans that
are “ring-fenced assets” for the Eligible Asset Guarantee of November 23, 2008
and that are owned and/or serviced by Citigroup, Inc.
(“Citigoup”).  While the scope of this agreement is limited to
Qualifying Mortgage Loans that are “ring-fenced” assets, it is understood that
Citigroup employs loss mitigation programs, including loan modifications, that
are similar to the FDIC Program, for all of the mortgages it services, both held
and serviced for others.  Citigroup may continue to provide outreach
and other services to borrowers under the Citi Homeowner Assistance initiative
that are not inconsistent with this agreement, including outreach to current
borrowers.

            


            Qualifying
Mortgage Loans

            


            In order for a mortgage loan to be a
Qualifying Loan it must meet all of the following criteria, which must be
confirmed by Citigroup:

            


            
              	
                      ·

                    	
                      The collateral securing the
      mortgage loan is owner-occupied;
and

                    


            

            
              	
                      ·

                    	
                      The mortgagor has a first or
      second priority lien on the collateral;
  and

                    


            

            
              	
                      ·

                    	
                      Either the borrower is at least 60
      days delinquent or a default is reasonably
    foreseeable.

                    


            

            


            Qualifying Loans secured by a second
priority lien should be modified in coordination with the modification of the
first priority lien on the collateral, whether the first priority lien is a
Qualifying Loan or not.

            


            Early stage delinquencies prior to 60
days, or other delinquencies in
exceptional cases,
involving demonstrable, documented evidence that there is only a temporary
interruption in income, can be remedied on an exception basis only by temporary
forbearance, extension/deferment, or a repayment plan.1  The use of temporary
forbearance, extension/deferment, or repayment plans will be reported on the
monthly reports required below.  Upon request, Citigroup will provide
to the FDIC, Treasury, Federal Reserve, and Office of th e Comptroller of the
Currency appropriate documentation of the the temporary nature of the early
stage delinquency.

            
               

              
                

              

              1  Any
charge-offs based upon temporary forbearance, extension/deferment or a repayment
plan shall not be considered as covered losses for purposes of the Master
Agreement.

               

              
                
                  
                  

                

                
                  1

                  
                    

                  

                

                
                  
                  

                

              

Modification
Process

            


            Overview: The Program requires Citigroup to
undertake a review of its mortgage loan portfolio to identify Qualifying Loans,
which shall be completed as soon as possible, but in no event later than 90 days
from the execution of this agreement.  In its review, Citigroup shall
provide priority review and responsive action for those Qualifying Loans that
are seriously delinquent.  No foreclosure of any residential mortgage
within the ring-fenced assets shall proceed until the loan is reviewed under
this Program for a modification.

            


            For each Qualifying Mortgage Loan
meeting the criteria above, the lender shall reduce the ratio of the borrower’s
mortgage-related expenses, as defined below, for the first priority mortgage to
gross income under the Qualifying Loan (“DTI Ratio”) to 31%, except as permitted
below to achieve a projected net present value (“NPV”) of the modified loan
greater than the projected NPV of foreclosure, applying the steps defined
below.  All modifications require an interest rate capped at the
Freddie Mac Weekly Survey Rate for 30-year fixed rate mortgage loans, or lower,
for the life of the loan.  No negative amortization is
permitted.  Completion of the modification requires verification of
the borrower’s income.

            


            The projected NPV of the modified loan
should be greater than the projected NPV of the foreclosure
alternative.  If the projected NPV of the modified loan at a 31% DTI
ratio is not greater than the projected NPV of foreclosure, then the monthly
housing payment will be adjusted incrementally above a 31% DTI ratio, but not to
exceed a 38% DTI ratio, to achieve a projected NPV greater than that for
foreclosure.  The DTI ratio may be increased above 31% only as
necessary to achieve a positive NPV compared to foreclosure.

            


            The borrower’s monthly DTI Ratio shall
be a percentage calculated by dividing the borrower’s monthly housing payment for the first priority
mortgage (consisting of principal, interest, taxes and insurance, and, where applicable, any mandatory
homeowners’ association dues) by the borrower’s monthly gross income. For these
purposes, (1) the borrower’s monthly income shall be the amount of the
borrower’s (along with any co-borrowers’) documented and verified gross monthly
income, and (2) the borrower’s monthly housing payment shall be the amount
required to pay monthly principal and interest plus one-twelfth of the then
current annual amount required to pay real property taxes and homeowner’s
insurance and, where applicable, any mandatory homeowners’ association dues with
respect to the collateral.

            


            Modification
Steps:  In order to calculate the monthly
principal payment, Citigroup shall capitalize to the outstanding principal
balance of the Qualifying Loan the amount of all delinquent interest, delinquent
taxes, past due insurance premiums, third party fees and (without duplication)
escrow advances (such amount, the “Capitalized Balance”).

            


            In order to achieve the goal of reducing
the DTI Ratio to 31%, Citigroup shall take the following steps in the following
order for each Qualifying Loan:

            


            
              	
                      1.  

                    	
                      Reduce the interest rate to the
      then current Freddie Mac Weekly Survey Rate for 30-year fixed rate
      mortgage loans or lower for the balance of the loan term.  After
      reducing the interest rate to the then current Freddie Mac Weekly Survey
      Rate, Citigroup may also, at its option, forgive a portion of the
      Capitalized Balance of the
mortgage.

                    


            

            


            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

               

            

            
              	
                      2.  

                    	
                      If the DTI Ratio is still in
      excess of 31%, reduce the interest rate for the first five years under the
      modified loan in increments, with a minimum interest rate no lower than
      3%, until the DTI ratio of 31% is
  achieved.

                    


            

            


            
              	
                      3.  

                    	
                      If the DTI Ratio is still in
      excess of 31% after adjusting the interest rate to 3%, extend the
      remaining term of the loan by up to 10 years as needed to achieve a 31%
      DTI Ratio.

                    


            

            


            
              	
                      4.  

                    	
                      If the DTI Ratio is still in
      excess of 31%, calculate a new monthly payment (the “Adjusted Payment
      Amount”) that will result in the borrower’s monthly DTI Ratio not
      exceeding 31%.  After calculating the Adjusted Payment Amount,
      Citigroup shall either defer a portion of the Capitalized Balance, as
      described below, or forgive a portion of the Capitalized Balance as
      necessary to achieve a 31% DTI Ratio.  The choice between
      deferring or forgiving a portion of the Capitalized Balance will be guided
      by the NPV analysis as well as any binding agreements governing servicing
      for the Qualifying Loan.

                    
	 	 
	 	If
      the option to defer a portion of the Capitalized Balance is selected under
      the foregoing criteria, Citigroup shall bifurcate the Capitalized Balance
      into two portions – the amortizing portion and the non-amortizing
      portion.  The amortizing portion of the Capitalized Balance
      shall be the mortgage amount that will fully amortize over a 40-year term
      at the annual interest rate defined in Steps 1-3 and monthly payments
      equal to the Adjusted Payment Amount.  The non-amortizing
      portion of the Capitalized Balance shall be the difference between the
      Capitalized Balance and the amortizing portion of the Capitalized
      Balance.  Citigroup shall forbear on collecting the
      non-amortizing portion of the Capitalized Balance, and such amount shall
      be due and payable only upon the earlier of (i) maturity of the modified
      loan, (ii) a sale of the property or (iii) a pay-off or refinancing of the
      loan.  No interest shall be charged on the non-amortizing
      portion of the Capitalized Balance, but repayment shall continue to be
      secured by a first lien on the collateral.

 

            
              	
                      5.  

                    	
                      Following application of the steps
      outlined above to achieve a monthly DTI Ratio not exceeding 31%, Citigroup
      shall determine the projected NPV of the modified loan. If the projected
      NPV of the modified loan exceeds the projected NPV of the foreclosed
      collateral upon disposition, then the modification shall be offered to the
      borrower for completion.  If the NPV of the modified loan is
      less than the NPV of the foreclosed collateral upon disposition, then the
      modification may be adjusted, reversing the order of the steps defined
      above, in progressive increments to achieve a monthly DTI Ratio that
      provides a projected NPV for the modified loan that exceeds the projected
      NPV through foreclosure.  The resulting first lien DTI Ratio
      shall not exceed 38%.

                    


            

             

            If step 2 above is required to achieve
the target DTI, at the end of the five (5) year period, the interest rate on the
modified loan shall adjust to the Freddie Mac Survey Rate as of the date of the
loan modification, but subject to an annual adjustment cap of one percentage
point (100 bps) per year.  At that time, the monthly amount due by the
borrower will also adjust to amortize fully the amortizing portion of the
Capitalized Balance over the remaining term of the modified
loan.

            


            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

               

            

            A completed modification shall require
the borrower’s execution of a Modification Agreement, confirming acceptance of
the specific terms of their modification, payment of the initial modified
monthly payment, and verification of the borrower’s income to comply with the
specific terms of their modification.  Verification of income can be
accomplished using recent tax returns, which can be streamlined using Internal
Revenue Service databases with the borrower’s permission, or recent third-party
income information such as paycheck or financial institution
data.

            


            Net Present
Value Calculations:  Citigroup shall complete a
standardized NPV calculation in comparing the projected NPV of the modified loan
and the projected NPV of the proceeds from foreclosure.  The
standardized NPV calculation can use or be based on the NPV calculation posted
on the FDIC’s web site for its FDIC Loan Modification Program.  The
NPV calculation shall calculate the discounted cash flows from the modified
mortgage utiling an appropriate discount rate, redefault rate, cure rate, and
REO disposition value which shall include consideration of depreciation value,
foreclosure, costs of foreclosure, time periods for foreclosure and disposition,
and disposition value in the event of redefault.  In calculating the
value of foreclosure, Citigroup shall consider an appropriate discount rate,
cure rate, and REO disposition value, as above.  The standardized NPV
calculation shall apply industry-standard assumptions for key elements, such as
redefault rates, discounts for sale of REO, time periods for foreclosure and
sale, and sale costs, where actual data is unavailable.

            


            Upon request, Citigroup shall provide to
the FDIC, Treasury, and the Federal Reserve the NPV model applied as well as the
assumptions used in calculating the NPV for the modified loans and foreclosures
along with supporting data.

            


            Additional
Modification Terms

            


            In connection with the modification of
any Qualifying Loan, the following additional requirements shall
apply.

            


            
              	
                      1.  

                    	
                      Citigroup shall not charge (and no
      borrower shall be required to pay) any modification, refinance or other
      similar fees or points in connection with the modification, nor shall any
      such fees, costs or charges be
  capitalized.

                    


            

            


            
              	
                      2.  

                    	
                      Unpaid late fees and prepayment
      penalties otherwise chargeable to the borrower shall be
      waived.

                    


            

            


            
              	
                      3.  

                    	
                      Modified loans shall not include
      any prepayment penalties.

                    


            

            


            
              	
                      4.  

                    	
                      Citigroup shall establish an
      escrow account for the payment of future taxes and insurance
      premiums.

                    


            

            


            Related
Junior Lien Mortgage Loans

            


            In cases where the Qualifying Loan is a
junior lien mortgage loan secured by the same property securing either another
Qualifying Loan that is modified as described above, or another loan owned or
serviced by Citigroup, the junior lien mortgage loan shall also be modified to
enhance 

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            overall affordability to the
borrower.  Where possible, the junior lien should be eliminated by a
minimal pay-off or, at a minimum, modified to reduce the interest rate on the
junior lien mortgage loan to no more than 2% per annum.  Further
modifications may be made at Citigroup’s discretion as needed to support
affordability and performance of the modified first lien Qualifying
Loan.

            


            Where Citi
does not own or service the junior lien and cannot modify the junior lien, and
except as provided in the following sentence, the combined
first and junior lien DTI Ratio shall not exceed 42%.  In such cases,
where the DTI Ratio for the first lien Qualifying Loan must be adjusted above
31% to achieve a positive NPV for the modified loan compared to foreclosure, the
DTI Ratio for the combined first and junior lien Qualifying Loans shall be
capped between 42% and 49% in relation to the necessary adjustments to the first
lien Qualifying Loan.  Where Citi does own or service the junior lien
and can modify it, the combined first and junior lien DTI ratio should be
minimized and substantially below the foregoing thresholds.

            


            In cases where the Qualifying Loan is a
junior lien, but it is not secured by the same property securing another
Qualifying Loan or another loan owned or serviced by Citigroup, the junior lien
Qualifying Loan shall be modified using the three modification options outlined
above to achieve a combined first and second lien DTI Ratio not to exceed 45% to
provide an affordable payment with the existing first lien.

            


            Data
Reporting

            


            Citigroup shall provide monthly reports
to the FDIC, Treasury, Federal Reserve and public on the performance of the
Qualifying Loans, loan modifications effected under the Program, and the
performance of the modified loans.  The data elements and format for
the reports shall be established by the FDIC, in consultation with Treasury and
the Federal Reserve.


            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              Exhibit
G

              Calculation
of Loss For Short Sale Loans

              That
are Residential Covered Assets

              
                


                 

                
                  	Calendar
      Quarter:	
                          [input
      quarter]

                        	 
    	 	 
    	 
    
	Loan
      no.:	
                          [input
      loan no.)

                        	 	 
    	 
    
	 
    	 
    	 
    	 	 
    	 
    
	Short Payoff
      Date	 
    	 
    	 	 
    	 
    
	 
    	 
    	 
    	 	 
    	 
    
	Short-Sale
      Loss calculation	 
    	 
    	 	 
    	 
    
	Loan Principal
      balance	
                           xx

                        	 
    	 	 
    	 
    
	 
    	 
    	 
    	 	 
    	 
    
	Attorney's
      fees	
                           xx

                        	
                          (1)

                        	 	 
    	 
    
	Tax and
      insurance advances	
                           xx

                        	 
    	 	 
    	 
    
	3rd party fees
      due	
                           xx

                        	 
    	 	 
    	 
    
	Gross balance
      recoverable by Citigroup	
                           XX

                        	 
    	 	
                           XX

                        	
                           (A)

                        
	 
    	 
    	 
    	 	 
    	 
    
	Amount
      accepted in Short-Sale	
                           XX

                        	 
    	 	
                           XX

                        	
                           (B)

                        
	 
    	 
    	 
    	 	 
    	 
    
	Loss
      Amount	 
    	 
    	 	
                           XX

                        	
                           (A) -
      (B)

                        
	 
    	 
    	 
    	 
    	 	 
    	 
    
	(1)	
                          Reasonable and
      customary third-party attorney's fees and expenses incurred by Citigroup
      in connection  with any enforcement procedures or otherwise with
      respect to negotiation and acceptance of Short-Sale
payoff.

                        	 
    
	 
    	 
    	 
    	 
    	 	 
    	 
    
	 
    	
                          DO NOT INCLUDE
      late fees, prepayment penalties, or any similar lender fees or charges by
      Citigroup to the loan account, any allocation of Citigroup's servicing
      costs, or any allocations of Citigroup's G&A or other operating
      costs.

                        	 
    


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

               

              
                Exhibit
H

                Calculation
of Foreclosure Loss with respect to Covered Loans

                 

                 

                
                  
                    	
                            Calendar
      Quarter:

                          	
                            [input
      quarter]

                          	 
    	 
    	 
    
	
                            Loan
      no.:

                          	
                            [input
      loan no.)

                          	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	
                            Foreclosure
      date

                          	 
    	 
    	 
    	 
    
	
                            Liquidation
      date

                          	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	
                            Foreclosure
      Loss calculation

                          	 
    	 
    	 
    	 
    
	
                            Loan Principal
      balance after last paid installment

                          	
                             xx

                          	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	
                            Attorney's
      fees

                          	
                             xx

                          	
                            (1)

                          	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	
                            Foreclosure
      costs, including title search, filing fees, advertising,
    etc.

                          	
                            xx

                          	  
       
       
       
       
    	 
    	 
    
	
                            Property
      protection costs, maint. and repairs

                          	
                             xx

                          	 
    	 
    
	
                            Tax and
      insurance advances

                          	
                             xx

                          	 
    	 
    
	
                            Other
      Advances

                          	 
    	
                             (2)

                          	 
    
	
                                Appraisal/Broker's
      Price Opinion fees

                          	
                             xx

                          	 
    	 
    
	
                                 Inspections

                          	
                             xx

                          	 
    	 
    
	
                                 Other

                          	
                             xx

                          	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	
                            Gross balance
      recoverable by Citigroup

                          	
                             xx

                          	 
    	
                             xx

                          	
                             (A)

                          
	 
    	 
    	 
    	 
    	 
    
	
                            Cash
      Recoveries:

                          	 
    	 
    	 
    	 
    
	
                            Net
      liquidation proceeds (from HUD-1 settl stmt)

                          	
                             xx

                          	 
    	 
    	 
    
	
                            Insurance
      proceeds

                          	
                             xx

                          	 
    	 
    	 
    
	
                            T & I
      escrow account balance, if positive

                          	
                             xx

                          	 
    	 
    	 
    
	
                            Other credits,
      if any (itemize)

                          	
                             xx

                          	 
    	 
    	 
    
	
                                Total
      Cash Recovery

                          	
                             xx

                          	 
    	
                             xx

                          	
                             (B)

                          
	 
    	 
    	 
    	 
    	 
    
	
                            Loss
      Amount

                          	 
    	 
    	
                             xx

                          	
                             (A) -
      (B)

                          
	 
    	 
    	 
    	 
    	 
    
	
                            (1)  
      Reasonable and customary third-party attorney's fees and expenses incurred
      by Citigroup in connection with any enforcement procedures or otherwise
      with respect to such Loan.

                          
	
                            (2)  
      Citigroup's reasonable and customary out-of-pocket costs paid to either a
      third-party or an affiliate (if in accordance with Governance and Asset
      Management Guidelines) for foreclosure, property protection and
      maintenance costs, repairs, assessments, taxes, insurance and similar
      items, to the extent not paid from funds in borrower escrow
      account.  Allowable costs are limited to amounts per Freddie Mac
      or Fannie Mae guidelines, where applicable.

                          
	 
    
	
                            DO NOT INCLUDE
      late fees, prepayment penalties, or any similar lender fees or charges by
      Citigroup to the loan account, any allocation of Citigroup's servicing
      costs, or any allocations of Citigroup's G&A or other operating
      costs.

                          


                  

                

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              

                Exhibit
I:

                


                Form of Accession
Agreement

                


                 

                ACCESSION
AGREEMENT (this “Accession
Agreement”), dated as of [__________], to that certain Master Agreement,
dated as of January [_], 2009
(such agreement, including any schedules, exhibits or attachments thereto
and any amendments thereto and any successor agreement that may be entered into
by the parties thereto in substitution therefor, hereinafter the “Master
Agreement”), among
Citigroup Inc. (“Citigroup”), certain affiliates of Citigroup
identified therein, the Department of the Treasury, the Federal Deposit
Insurance Corp. and the Federal Reserve Bank of New
York.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Master
Agreement.

                


                SECTION
1.  By execution of this Accession Agreement, the undersigned hereby
becomes a party to the Master Agreement, and agrees to be bound by all of the
terms and provisions of the Master Agreement.

                


                SECTION
2.  The undersigned represents and warrants to the U.S. Federal
Parties that the representations and warranties made by it as a Citigroup
Ring-Fence Entity in Section 9 of the Master Agreement are true and correct on
and as of the date hereof.

                


                SECTION
3.  This Accession Agreement shall be governed by federal law or, in
the absence of any controlling federal law, the law of the State of New
York. 

                


                


                [Remainder
of the page left intentionally blank.]

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                   

                

                IN WITNESS
WHEREOF, the undersigned has duly executed this Accession Agreement as of the
date first above written.

                 

                
                  


                  


                  
                    
                      	 	
                              [CITIGROUP RING-FENCE
      AFFILIATE]

                            	 
	 	 	 	 
	
                               

                            	
                              By:

                            	/s/ 	 
	 	
                              Name: 

                            	 
	 	
                              Title:

                            	 
	 	 	 	 



                  

                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

           

          
            Exhibit
J:

             

            Expenses Not Deemed to be
Recovery Expenses

             

            Unless
otherwise specified, all terms defined in the Master Agreement and the other
Program Documents shall have the same meanings when used in this Exhibit
J.

             

            The
following categories of expenses shall not be Recovery Expenses:

             

            
              	
                      a)

                    	
                      Federal,
      State, or local income taxes and expenses related
  thereto;

                    


            

             

            
              	
                      b)

                    	
                      salaries
      or other compensation and related benefits of Citigroup employees and the
      employees of its Affiliates including, without limitation, any bonus,
      commission or severance arrangements, training, payroll taxes, dues, or
      travel- or relocation-related
expenses;

                    


            

             

            
              	
                      c)

                    	
                      the
      cost of space occupied by Citigroup, any Affiliate thereof and their
      staff, the rental of and maintenance of furniture and equipment, and
      expenses for data processing including the purchase or enhancement of data
      processing systems;

                    


            

             

            
              	
                      d)

                    	
                      except
      as otherwise provided herein, fees for accounting and other independent
      professional consultants (other than those consultants retained in
      connection with environmental assessments referred to in the definition of
      Recovery Expenses); provided, that
      fees of attorneys and appraisers engaged as necessary to assist in
      collections with respect to Covered Assets shall not be deemed to be fees
      of independent consultants;

                    


            

             

            
              	
                      e)

                    	
                      allocated
      portions of any other overhead or general and administrative expense other
      than any fees relating to specific assets, such as appraisal fees or
      environmental audit fees, for services of a type the buyer does not
      normally perform internally;

                    


            

             

            
              	
                      f)

                    	
                      any
      expense not incurred in good faith and with the same degree of care that
      Citigroup or its Affiliates normally would exercise in the collection of
      troubled assets in which it (or they) alone had an interest;
      and

                    


            

             

            
              	
                      g)

                    	
                      any
      expense incurred for a product, service or activity that is of an
      extravagant nature or design.