Exhibit 10.28

CITIGROUP 

2009 STOCK INCENTIVE PLAN 
(as
amended and restated effective January 1, 2013) 

1. Purpose 

The purposes of the Citigroup 2009 Stock
Incentive Plan (the “Plan”) are to (i) align Employees’ long-term financial
interests with those of the Company’s stockholders; (ii) attract and retain
Employees by providing compensation opportunities that are competitive with
other companies; and (iii) provide incentives to those Employees who contribute
significantly to the long-term performance and growth of the Company and its
Subsidiaries. 

2. Effective Date; Subsequent
Amendments 

The Plan became effective upon approval by
the stockholders of the Company on April 21, 2009. The Plan was subsequently
amended and restated upon approval by stockholders of the Company on April 20,
2010, on April 21, 2011, and on April 17, 2012, and was further amended
effective January 1, 2013. Except as provided otherwise below, all share numbers
in this restated and amended Plan text have been adjusted to reflect the
1-for-10 reverse stock split of the Common Stock that was effective May 6, 2011.


3. Definitions 

“Award”
shall mean an Option, SAR or other form of
Stock Award granted under the Plan. 

“Award
Agreement” shall mean the paper or electronic
document evidencing an Award granted under the Plan. 

“Board” shall mean the Board of
Directors of the Company. 

“Change of
Control” shall have the meaning set forth in
Section 13. 

“Code”
shall mean the Internal Revenue Code of 1986,
as amended, including any rules and regulations promulgated thereunder.


“Committee”
shall mean the Personnel and Compensation
Committee of the Board, the members of which shall satisfy the requirements of
Rule 16b-3 of the 1934 Act and who shall also qualify, and remain qualified, as
“outside directors,” as defined in Section 162(m) of the Code. 

“Common
Stock” shall mean the common stock of the
Company, par value $.01 per share. 

“Company”
shall mean Citigroup Inc., a Delaware
corporation. 







“Covered
Employee” shall mean “covered employee” as
such term is defined in Section 162(m) of the Code. 

“Deferred
Stock” shall mean an Award payable in shares
of Common Stock at the end of a specified deferral period that is subject to the
terms, conditions and limitations described or referred to in Section 7(c)(iv)
and Section 7(d). 

“Employee”
shall have the meaning set forth in General
Instruction A to the Registration Statement on Form S-8 promulgated under the
Securities Act of 1933, as amended, or any successor form or statute, as
determined by the Committee. 

“Fair Market
Value” shall mean, in the case of a grant of
an Option or a SAR, the closing price of a share of Common Stock on the New York
Stock Exchange, or on any national securities exchange on which the shares of
Common Stock are then listed, on the trading date immediately preceding the date
on which the Option or the SAR was granted, or on the date on which the Option
or a SAR was granted, in the case of a grant to a Section 16(a) Officer (as
defined). 

“ISO”
shall mean an incentive stock option as
defined in Section 422 of the Code. 

“Nonqualified Stock Option” shall mean
an Option that is granted to a Participant that is not designated as an ISO.


“Option”
shall mean the right to purchase a specified
number of shares of Common Stock at a stated exercise price for a specified
period of time subject to the terms, conditions and limitations described or
referred to in Section 7(a) and Section 7(d). The term “Option” as used in this
Plan includes the terms “Nonqualified Stock Option” and “ISO.” 

“Participant” shall mean an Employee
who has been granted an Award under the Plan. 

“Plan
Administrator” shall have the meaning set
forth in Section 10. 

“Prior
Plans” shall mean the Citigroup 1999 Stock
Incentive Plan, the Citicorp 1997 Stock Incentive Plan, the Travelers Group
Capital Accumulation Plan, and the Citigroup Employee Incentive Plan (formerly
the Travelers Group Employee Incentive Plan). 

“Restricted
Stock” shall mean an Award of Common Stock
that is subject to the terms, conditions, restrictions and limitations described
or referred to in Section 7(c)(iii) and Section 7(d). 

“SAR”
shall mean a stock appreciation right that is
subject to the terms, conditions, restrictions and limitations described or
referred to in Section 7(b) and Section 7(d). 

2 







“Section
16(a) Officer” shall mean an Employee who is
subject to the reporting requirements of Section 16(a) of the 1934 Act.


“Separation from
Service” shall have the meaning set forth in
Section 1.409A-1(h) of the Treasury Regulations. 

“Specified Employee” shall have the meaning set forth in Section 409A of the
Code. 

“Stock
Award” shall have the meaning set forth in
Section 7(c)(i). 

“Stock
Payment” shall mean a stock payment that is
subject to the terms, conditions, and limitations described or referred to in
Section 7(c)(ii) and Section 7(d). 

“Stock
Unit” shall mean a stock unit that is subject
to the terms, conditions and limitations described or referred to in Section
7(c)(v) and Section 7(d). 

“Subsidiary”
shall mean any entity that is directly or
indirectly controlled by the Company or any entity, including an acquired
entity, in which the Company has a significant equity interest, as determined by
the Committee in its sole discretion, provided that with respect to any Award
that is subject to Section 409A of the Code, “Subsidiary” shall mean a corporation
or other entity in a chain of corporations or other entities in which each
corporation or other entity, starting with the Company, has a controlling
interest in another corporation or other entity in the chain, ending with such
corporation or other entity. For purposes of the preceding sentence, the term
“controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 50
percent” is used instead of “at least 80 percent” each place it appears in
Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations. Notwithstanding the
foregoing, for the purpose of determining whether a corporation or other entity
is a Subsidiary for purposes of Section 5(a) hereof, if the Awards proposed to
be granted to Employees of such corporation or other entity would be granted
based upon legitimate business criteria, the term “controlling interest” has the
same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury
Regulations, provided that the language “at least 20 percent” is used instead of
“at least 80 percent” each place it appears in Code Section 1.414(c)-2(b)(2)(i). For purposes of determining ownership of an interest in an
organization, the rules of Sections 1.414(c)-3 and 1.414(c)-4 of the Treasury
Regulations apply.

“Treasury
Regulations” shall mean the regulations
promulgated under the Code by the United States Internal Revenue Service, as
amended.

“1934 Act”
shall mean the Securities Exchange Act of
1934, as amended, including the rules and regulations promulgated thereunder and
any successor thereto. 


3 







4. The Committee 

	     	(a)	     	Committee
      Authority. The Committee shall have
      full and exclusive power to administer and interpret the Plan, to grant
      Awards and to adopt such administrative rules, regulations, procedures and
      guidelines governing the Plan and the Awards as it deems appropriate, in
      its sole discretion, from time to time. The Committee’s authority shall
      include, but not be limited to, the authority to (i) determine the type of
      Awards to be granted under the Plan; (ii) select Award recipients and
      determine the extent of their participation; and (iii) establish all other
      terms, conditions, and limitations applicable to Awards, Award programs
      and the shares of Common Stock issued pursuant thereto. The Committee may
      accelerate or defer the vesting or payment of Awards, cancel or modify
      outstanding Awards, waive any conditions or restrictions imposed with
      respect to Awards or the Common Stock issued pursuant to Awards and make
      any and all other determinations that it deems appropriate with respect to
      the administration of the Plan, subject to the limitations contained in
      Section 21.
		 
		(b)		Administration
      of the Plan. The administration of
      the Plan shall be managed by the Committee. The Committee shall have the
      power to prescribe and modify, as necessary, the form of Award Agreement,
      to correct any defect, supply any omission or clarify any inconsistency in
      the Plan and/or in any Award Agreement and to take such actions and make
      such administrative determinations that the Committee deems appropriate in
      its sole discretion. Any decision of the Committee in the administration
      of the Plan, as described herein, shall be final, binding and conclusive
      on all parties concerned, including the Company, its stockholders and
      Subsidiaries and all Participants.
		 
		(c)		Delegation of
      Authority. To the extent permitted by applicable law, the Committee may at any
      time delegate to one or more officers or directors of the Company some or
      all of its authority over the administration of the Plan, with respect to
      persons who are not Section 16(a) Officers or Covered
  Employees.
		 
		(d)		Prohibition
      Against Repricing. Notwithstanding
      any provision of the Plan to the contrary, in no event shall (i) any
      repricing (within the meaning of U.S. generally accepted accounting
      principles or any applicable stock exchange rule) of Awards issued under
      the Plan be permitted at any time under any circumstances, or (ii) any new
      Awards be issued in substitution for outstanding Awards previously granted
      to Participants if such action would be considered a repricing (within the
      meaning of U.S. generally accepted accounting principles or any applicable
      stock exchange rule).
		 
		(e)		Indemnification.
      No member of the Committee nor any
      other person to whom any duty or power relating to the administration or
      interpretation of the Plan has been delegated shall be personally liable
      for any action or determination made with respect to the Plan, except for
      his or her own willful misconduct or as expressly provided by statute. The
      members of the Committee and its delegates, including any employee with
      responsibilities relating to the administration of the Plan, shall be
      entitled to indemnification and reimbursement from the Company, to the
      extent permitted by applicable law and the By-laws and policies of the
      Company. In the performance of its functions under the Plan, the Committee
      (and each member of the Committee and its delegates) shall be entitled to
      rely upon information and advice furnished by the Company’s officers,
      accountants, counsel and any other party they deem appropriate, and
      neither the Committee nor any such person shall be liable for any action
      taken or not taken in reliance upon any such
advice.


4 







5. Participation 

	     	(a)	     	Eligible
      Employees. Subject to Section
      7(a)(i), the Committee shall determine which Employees shall be eligible
      to receive Awards under the Plan. With respect to Employees subject to
      U.S. income tax, Options and SARs shall only be granted to such Employees
      who provide direct services to the Company or a Subsidiary of the Company
      as of the date of grant of the Option or SAR.
		 
		(b)		Participation by
      Subsidiaries. Employees of
      Subsidiaries may participate in the Plan upon approval of Awards to such
      Employees by the Committee. A Subsidiary’s
      participation in the Plan may be conditioned upon the Subsidiary’s
      agreement to reimburse the Company for costs and expenses of such
      participation, as determined by the Company. The Committee may terminate
      the Subsidiary’s participation in the Plan at any time and for any reason.
      If a Subsidiary’s participation in the Plan shall terminate, such
      termination shall not relieve it of any obligations theretofore incurred
      by it under the Plan, except with the approval of the Committee, and the
      Committee shall determine, in its sole discretion, the extent to which
      Employees of the Subsidiary may continue to participate in the Plan with
      respect to previously granted Awards. Unless the Committee determines
      otherwise, a Subsidiary’s participation in the plan shall terminate upon
      the occurrence of any event that results in such entity no longer
      constituting a Subsidiary as defined herein; provided, however, that such
      termination shall not relieve such Subsidiary of any of its obligations to
      the Company theretofore incurred by it under the Plan, except with the
      approval of the Committee. Notwithstanding the foregoing, unless otherwise
      specified by the Committee, upon any such Subsidiary ceasing to be a
      Subsidiary as defined herein, the Employees and Participants employed by
      such Subsidiary shall be deemed to have terminated employment for purposes
      of the Plan. With respect to Awards subject to Section 409A of the Code,
      for purposes of determining whether a distribution is due to a
      Participant, such Participant’s employment shall be deemed terminated as
      described in the preceding sentence only if the Committee determines that
      a Separation from Service has occurred.
		  
		(c)		Participation
      outside of the United States. In
      order to facilitate the granting of Awards to Employees who are foreign
      nationals or who are employed outside of the U.S., the Committee may
      provide for such special terms and conditions, including, without
      limitation, substitutes for Awards, as the Committee may consider
      necessary or appropriate to accommodate differences in local law, tax
      policy or custom. The Committee may approve any supplements to, or
      amendments, restatements or alternative versions of, this Plan as it may
      consider necessary or appropriate for the purposes of this Section 5(c)
      without thereby affecting the terms of this Plan as in effect for any
      other purpose, and the Secretary, or any Assistant Secretary or other
      appropriate officer of the Company, may certify any such documents as
      having been approved and adopted pursuant to properly delegated authority;
      provided, that no such supplements, amendments, restatements or
      alternative versions shall include any provisions that are inconsistent
      with the intent and purpose of this Plan, as then in effect; and further
      provided that any such action taken with respect to a Covered Employee
      shall be taken in compliance with Section 162(m) of the Code and that any
      such action taken with respect to an Employee who is subject to Section
      409A of the Code shall be taken in compliance with Section 409A of the
      Code.


5 







6. Available Shares of Common Stock


	     	(a)	     	Shares Subject
      to the Plan. Common Stock issued
      pursuant to Awards granted under the Plan may be shares that have been
      authorized but unissued, or have been previously issued and reacquired by
      the Company, or both. Reacquired shares may consist of shares purchased in
      open market transactions or otherwise. Pursuant to and subject to the
      other provisions of this Section 6, effective September 10, 2009, the
      aggregate number of shares of Common Stock remaining available for
      issuance from the initial authorization of twenty-five million
      (25,000,000) shares was adjusted such that the maximum number of shares of
      Common Stock that may be issued to Participants pursuant to Awards granted
      under the Plan from such date shall not exceed one-hundred-and-three
      million, two-hundred-and-eighty-one thousand, two hundred and eighteen
      (103,281,218) shares of Common Stock. Effective April 20, 2010, pursuant
      to amendments to the Plan approved by stockholders of the Company, (i) an
      additional eighty million (80,000,000) shares of Common Stock were
      authorized for issuance to Participants pursuant to Awards granted under
      the Plan, and (ii) additional shares of Common Stock totaling thirty-four
      million, six-hundred-and-twenty-three thousand, four hundred and
      fifty-three (34,623,453) were authorized for issuance as Stock Payments in
      settlement of “common stock equivalent” awards granted to Employees on
      January 19, 2009. Effective April 21, 2011, pursuant to an amendment to
      the Plan approved by stockholders of the Company, an additional forty
      million (40,000,000) shares of Common Stock were authorized for issuance
      to Participants pursuant to Awards granted under the Plan. Effective April
      17, 2012, pursuant to an amendment to the Plan approved by stockholders of
      the Company, an additional forty million (40,000,000) shares of Common
      Stock were authorized for issuance to Participants pursuant to Awards
      granted under the Plan. For purposes of determining the number of shares
      of Common Stock remaining available for issuance to Participants pursuant
      to Awards granted under the Plan, each share of Common Stock subject to an
      Award granted pursuant to Section 7(a) or (b) on or before April 19, 2010,
      was counted as 2.3 shares of Common Stock (on a pre-split
  basis).


6 







	     	(b)	     	Forfeited and
      Expired Awards. Awards made under
      the Plan which, at any time, are forfeited, expire or are canceled or
      settled without issuance of shares shall not count towards the maximum
      number of shares that may be issued under the Plan as set forth in Section
      6(a) and shall be available for future Awards under the Plan.
      Notwithstanding the foregoing, any and all shares of Common Stock that are
      (i) tendered in payment of an Option exercise price (whether by
      attestation or by other means); (ii) withheld by the Company to satisfy
      any tax withholding obligation; (iii) repurchased by the Company with
      Option exercise proceeds; or (iv) covered by an SAR (to the extent that it
      is exercised and settled in shares of Common Stock, without regard to the
      number of shares of Stock that are actually issued to the Participant upon
      exercise) shall be considered issued pursuant to the Plan and shall not be
      added to the maximum number of shares that may be issued under the Plan as
      set forth in Section 6(a).
		  
		(c)		Other Items Not
      Included in Allocation. The maximum
      number of shares that may be issued under the Plan as set forth in Section
      6(a) shall not be affected by (i) the payment in cash of dividends or
      dividend equivalents in connection with outstanding Awards; (ii) the
      granting or payment of stock-denominated Awards that by their terms may be
      settled only in cash; or (iii) Awards that are granted in connection with
      a transaction between the Company or a Subsidiary and another entity or
      business in substitution or exchange for, or conversion adjustment,
      assumption or replacement of, awards previously granted by such other
      entity to any individuals who have become Employees as a result of such
      transaction.
		 
		(d)		Other
      Limitations on Shares that May be Granted under the Plan.
      Subject to Section 6(e), the
      aggregate number of shares of Common Stock that may be granted to any
      single individual during a calendar year in the form of Options, SARs,
      and/or Stock Awards shall not exceed two million, sixty-five thousand, six
      hundred and twenty-four (2,065,624).
		 
		(e)		Adjustments.
      In the event of any change in the
      Company’s capital structure, including but not limited to a change in the
      number of shares of Common Stock outstanding, on account of (i) any stock
      dividend, stock split, reverse stock split or any similar equity
      restructuring, or (ii) any combination or exchange of equity securities
      (including, without limitation, the exchange of preferred securities owned
      by the United States government for Common Stock, which transactions were
      consummated on July 29, 2009 and September 10, 2009), merger,
      consolidation, recapitalization, reorganization, or divesture or any other
      similar event affecting the Company’s capital structure, to reflect such
      change in the Company’s capital structure, the Committee shall make
      appropriate equitable adjustments to the maximum number of shares of
      Common Stock that may be issued under the Plan as set forth in Section
      6(a) and (but only to the extent permitted under Section 162(m) of the
      Code) to the maximum number of shares that may be granted to any single
      individual pursuant to Section 6(d). In the event of any extraordinary
      dividend, divestiture or other distribution (other than ordinary cash
      dividends) of assets to stockholders, or any transaction or event
      described above, to the extent necessary to prevent the enlargement or
      diminution of the rights of Participants, the Committee shall make
      appropriate equitable adjustments to the number or kind of shares subject
      to an outstanding Award, the exercise price applicable to an outstanding
      Award (subject to the limitation contained in Section 4(d)), and/or any
      measure of performance that relates to an outstanding Award. Any
      adjustment to ISOs under this Section 6(e) shall be made only to the
      extent not constituting a “modification” within the meaning of Section
      424(h)(3) of the Code, and any adjustments under this Section 6(e) shall
      be made in a manner that does not adversely affect the exemption provided
      pursuant to Rule 16b-3 under the 1934 Act. With respect to Awards subject
      to Section 409A of the Code, any adjustments under this Section 6(e) shall
      conform to the requirements of Section 409A of the Code. The Company shall
      give each Participant notice of an adjustment hereunder and, upon notice,
      such adjustment shall be conclusive and binding for all purposes.
      Notwithstanding the foregoing, the Committee may, in its discretion,
      decline to adjust any Award made to a Participant, if it determines that
      such adjustment would violate applicable law or result in adverse tax
      consequences to the Participant or to the
Company.


7 







7. Awards Under the Plan


Awards under the Plan may be granted as
Options, SARs or Stock Awards, as described below. Awards may be granted singly,
in combination or in tandem as determined by the Committee, in its sole
discretion. 

	     	(a)	     	Options.
      Options granted under the Plan may be
      Nonqualified Stock Options or ISOs or any other type of stock option
      permitted under the Code. Options shall expire after such period, not to
      exceed ten years, as may be determined by the Committee. If an Option is
      exercisable in installments, such installments or portions thereof that
      become exercisable shall remain exercisable until the Option expires or is
      otherwise canceled pursuant to its terms. Except as otherwise provided in
      Sections 7(a) and (d), Awards of Nonqualified Stock Options shall be
      subject to the terms, conditions, restrictions, and limitations determined
      by the Committee, in its sole discretion, from time to time.
		 
				(i)	     	ISOs.
      The terms and conditions of any
      ISOs granted hereunder shall be subject to the provisions of Section 422
      of the Code, and except as provided in Section 7(d), the terms,
      conditions, limitations and administrative procedures established by the
      Committee from time to time in accordance with the Plan. At the discretion
      of the Committee, ISOs may be granted to any employee of the Company, its
      parent or any subsidiary of the Company, as such terms are defined in
      Sections 424(e) and (f) of the Code.


8 







	                 
    	(ii)	     	Reload Options.
      Except as provided in this Section
      7(a)(ii), no Reload Options (as defined below) shall be granted under the
      Plan. With respect to the exercise of (A) any Option granted under a Prior
      Plan (an “Original Option”) pursuant to the terms of which a Participant
      tenders shares of Common Stock to pay the exercise price and arranges to
      have a portion of the shares otherwise issuable upon exercise withheld to
      pay the applicable withholding taxes, and thereby becomes entitled (if all
      other applicable conditions have been satisfied) to receive a new Option
      covering a number of shares of Common Stock equal to the sum of the number
      of shares tendered to pay the exercise price and the number of shares used
      to pay the withholding taxes of the Original Option, at an exercise price
      equal to the Fair Market Value of a share of Common Stock on the exercise
      date of the Original Option, and which vests six months thereafter and
      expires no later than the expiration date of the underlying Original
      Option (a “Reload Option”) or (B) any Reload Option granted as described
      above, the Participant may receive a new Reload Option. Reload Options
      will be granted only as provided above and subject to such terms,
      conditions, restrictions and limitations as provided by the terms of the
      underlying Original Option or Reload Option (including, but not limited
      to, eligibility to receive subsequent grants of Reload Options upon
      satisfaction of the conditions specified in the terms of the underlying
      Original Option or Reload Option), and subject to such modifications
      thereto as the Committee (if permitted), in its sole discretion, may from
      time to time deem appropriate; provided, however, that any such
      modification shall comply with Section 409A of the Code, to the extent
      applicable. A Reload Option may not otherwise be granted under the terms
      of the Plan. To the extent a Reload Option is granted in respect of an
      Original Option granted under the Plan or Prior Plan, shares issued in
      connection with such Reload Option shall count towards the maximum number
      of shares of Common Stock that may be issued to Participants pursuant to
      Awards granted under the Plan as set forth in Section 6(a) and any
      individual Participant pursuant to Section 6(d). A Reload Option granted
      hereunder shall not be subject to the minimum vesting requirements of
      Section 7(d).
		 
		(iii)		Exercise Price.
      The Committee shall determine the
      exercise price per share for each Option, which shall not be less than
      100% of the Fair Market Value at the time of grant.
		 
		(iv)		Exercise of
      Options. Upon satisfaction of the
      applicable conditions relating to vesting and exercisablility, as
      determined by the Committee, and upon provision for the payment in full of
      the exercise price and applicable taxes due, the Participant shall be
      entitled to exercise the Option and receive the number of shares of Common
      Stock issuable in connection with the Option exercise. The shares issued
      in connection with the Option exercise may be subject to such conditions
      and restrictions as the Committee may determine, from time to time. The
      exercise price of an Option and applicable withholding taxes relating to
      an Option exercise may be paid by methods permitted by the Committee from
      time to time including, but not limited to, (1) a cash payment in U.S.
      dollars; (2) tendering (either actually or by attestation) shares of
      Common Stock owned by the Participant (for any minimum period of time that
      the Committee, in its discretion, may specify), valued at the fair market
      value at the time of exercise; (3) arranging to have the appropriate
      number of shares of Common Stock issuable upon the exercise of an Option
      withheld or sold; or (4) any combination of the above. Additionally, the
      Committee may provide that an Option may be “net exercised,” meaning that
      upon the exercise of an Option or any portion thereof, the Company shall
      deliver the greatest number of whole shares of Common Stock having a fair
      market value on the date of exercise not in excess of the difference
      between (x) the aggregate fair market value of the shares of Common Stock
      subject to the Option (or the portion of such Option then being exercised)
      and (y) the aggregate exercise price for all such shares of Common Stock
      under the Option (or the portion thereof then being exercised) plus (to
      the extent it would not give rise to adverse accounting consequences
      pursuant to applicable accounting principles) the amount of withholding
      tax due upon exercise, with any fractional share that would result from
      such equation to be payable in cash, to the extent practicable, or
      cancelled.


9 







	                
    	(v)	     	ISO Grants to
      10% Stockholders. Notwithstanding
      anything to the contrary in this Section 7(a), if an ISO is granted to a
      Participant who owns stock representing more than 10 percent (10%) of the
      voting power of all classes of stock of the Company or of a subsidiary or
      parent, as such terms are defined in Section 424(e) and (f) of the Code,
      the term of the Option shall not exceed five years from the time of grant
      of such Option and the exercise price shall be at least 110 percent (110%)
      of the Fair Market Value (at the time of grant) of the Common Stock
      subject to the Option.
		 
		(vi)		$100,000 Per
      Year Limitation for ISOs. To the
      extent the aggregate Fair Market Value (determined at the time of grant)
      of the Common Stock for which ISOs are exercisable for the first time by
      any Participant during any calendar year (under all plans of the Company)
      exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock
      Options.
		 
		(vii)		Disqualifying
      Dispositions. Each Participant
      awarded an ISO under the Plan shall notify the Company in writing
      immediately after the date he or she makes a disqualifying disposition of
      any shares of Common Stock acquired pursuant to the exercise of such ISO.
      A disqualifying disposition is any disposition (including any sale) of
      such Common Stock before the later of (i) two years after the time of
      grant of the ISO or (ii) one year after the date the Participant acquired
      the shares of Common Stock by exercising the ISO. The Company may, if
      determined by the Committee and in accordance with procedures established
      by it, retain possession of any shares of Common Stock acquired pursuant
      to the exercise of an ISO as agent for the applicable Participant until
      the end of the period described in the preceding sentence, subject to
      complying with any instructions from such Participant as to the sale of
      such Stock.


10 







	     	(b)	     	Stock
      Appreciation Rights. A SAR
      represents the right to receive a payment in cash, Common Stock, or a
      combination thereof, in an amount equal to the excess of the fair market
      value of a specified number of shares of Common Stock at the time the SAR
      is exercised over the exercise price of such SAR which shall be no less
      than 100% of the Fair Market Value of the same number of shares at the
      time the SAR was granted, except that if a SAR is granted retroactively in
      substitution for an Option, the exercise price of such SAR shall be the
      Fair Market Value at the time such Option was granted. Any such
      substitution of a SAR for an Option granted to a Covered Employee may only
      be made in compliance with the provisions of Section 162(m) of the Code.
      Except as otherwise provided in Section 7(d), Awards of SARs shall be
      subject to the terms, conditions, restrictions and limitations determined
      by the Committee, in its sole discretion, from time to time. A SAR may
      only be granted to Employees to whom an Option could be granted under the
      Plan.
		 
		(c)		Stock
      Awards.
		 
				(i)	     	Form of Awards.
      The Committee may grant Awards
      (“Stock Awards”) that are payable in shares of Common Stock or denominated
      in units equivalent in value to shares of Common Stock or are otherwise
      based on or related to shares of Common Stock, including, but not limited
      to, Awards of Restricted Stock, Deferred Stock and Stock Units. Except as
      otherwise provided in Section 7(d), Stock Awards shall be subject to such
      terms, conditions, restrictions and limitations as the Committee may
      determine to be applicable to such Stock Awards, in its sole discretion,
      from time to time.
		 
				(ii)		Stock Payment.
      If not prohibited by applicable law
      and to the extent allowed by Section 7(d) of the Plan, the Committee may
      issue unrestricted shares of Common Stock, alone or in tandem with other
      Awards, in such amounts and subject to such terms and conditions as the
      Committee shall from time to time in its sole discretion determine;
      provided, however, that to the extent Section 409A of the Code is
      applicable to the grant of unrestricted shares of Common Stock that are
      issued in tandem with another Award, then such tandem Awards shall conform
      to the requirements of Section 409A of the Code. A Stock Payment under the
      Plan may be granted as, or in payment of, a bonus (including without
      limitation any compensation that is intended to qualify as
      performance-based compensation for purposes of Section 162(m) of the
      Code), or to provide incentives or recognize special achievements or
      contributions. Any shares of Common Stock used for such payment may be
      valued at a fair market value at the time of payment as determined by the
      Committee in its sole discretion. Notwithstanding anything to the contrary
      contained herein, the shares issued subject to Stock Payments granted in
      settlement of “common stock equivalent” awards dated January 19, 2010,
      shall not be subject to Section 7(d).


11 








	                
    	(iii)	     	Restricted
      Stock. Except as otherwise provided
      in Section 7(d), Awards of Restricted Stock shall be subject to the terms,
      conditions, restrictions, and limitations determined by the Committee, in
      its sole discretion, from time to time. The number of shares of Restricted
      Stock allocable to an Award under the Plan shall be determined by the
      Committee in its sole discretion.
		 
		(iv)		Deferred
      Stock. Except as otherwise provided in Section 7(d) and subject to Section
      409A of the Code to the extent applicable, Awards of Deferred Stock shall
      be subject to the terms, conditions, restrictions and limitations
      determined by the Committee, in its sole discretion, from time to time. A
      Participant who receives an Award of Deferred Stock shall be entitled to
      receive the number of shares of Common Stock allocable to his or her
      Award, as determined by the Committee in its sole discretion, from time to
      time, at the end of a specified deferral period determined by the
      Committee. Awards of Deferred Stock represent only an unfunded, unsecured
      promise to deliver shares in the future and do not give Participants any
      greater rights than those of an unsecured general creditor of the
      Company.
		  
		(v)		Stock Units.
      A Stock Unit is an Award
      denominated in shares of Common Stock that may be settled either in shares
      of Common Stock or in cash, in the discretion of the Committee, and,
      except as otherwise provided in Section 7(d) and subject to Section 409A
      of the Code to the extent applicable, shall be subject to such other
      terms, conditions, restrictions and limitations determined by the
      Committee from time to time in its sole discretion.
		 


	     	(d)	     	Minimum Vesting.
      Except for Awards referred to in
      Section 6(c)(ii) or (iii) and the last sentence of Section 7(c)(ii), or as
      provided in this Section 7(d), Section 7(a)(ii), and Section 13, Awards
      shall not vest in full prior to the third anniversary of the Award date;
      provided, however, that the Committee may, in its sole discretion, grant
      Awards that provide for accelerated vesting (i) on account of a
      Participant’s retirement, death, disability, leave of absence, termination
      of employment, the sale or other disposition of a Participant’s employer
      or any other similar event, and/or (ii) upon the achievement of
      performance criteria specified by the Committee, as provided in Section
      7(e). Notwithstanding the foregoing, up to twenty percent (20%) of the
      shares of Common Stock reserved for issuance under the Plan pursuant to
      Section 6(a) may be granted subject to awards with such other vesting
      requirements, if any, as the Committee may establish in its sole
      discretion (which number of shares shall be subject to adjustment in
      accordance with Section 6(e) and which shall not include any shares
      subject to Awards referred to in Section 6(c)(ii) and (iii) and the last
      sentence of Section 7(c)(ii), or granted pursuant to Section 7(a)(ii),
      Section 7(e) or any other provision of this Section
  7(d)).


12 







	     	(e)	     	Performance
      Criteria. At the discretion of the
      Committee, Awards may be made subject to, or may vest on an accelerated
      basis upon, the achievement of performance criteria related to a period of
      performance of not less than one year, which may be established on a
      Company-wide basis or with respect to one or more business units or
      divisions or Subsidiaries and may be based upon the attainment of criteria
      as may be determined by the Committee. When establishing performance
      criteria for any performance period, the Committee may exclude any or all
      “extraordinary items” as determined under U.S. generally accepted
      accounting principles including, without limitation, the charges or costs
      associated with restructurings of the Company or any Subsidiary,
      discontinued operations, other unusual or non-recurring items, and the
      cumulative effects of accounting changes. The Committee, in its sole discretion, may establish or measure performance criteria based on International Financial Reporting Standards or other appropriate accounting principles then in general use and accepted for financial reports the Company is required to file with the United States Securities and Exchange Commission.


8. Forfeiture Provisions Following a
Termination of Employment 

Except where prohibited by applicable law,
the Committee, in its discretion, may provide in any Award Agreement that, in
any instance where the rights of a Participant with respect to an Award extend
past the date of termination of a Participant’s employment, all or some of such
rights shall terminate and be forfeited or modified upon the occurrence or
non-occurrence of any specified condition or event, including, but not limited
to, the Participant, at any time subsequent to his or her termination of
employment engaging, directly or indirectly, either personally or as an
employee, agent, partner, stockholder, officer or director of, or consultant to,
any entity or person engaged in any business in which the Company or its
affiliates is engaged, in conduct that breaches any obligation or duty of such
Participant to the Company or a Subsidiary or that is in material competition
with the Company or a Subsidiary or is materially injurious to the Company or a
Subsidiary, monetarily or otherwise, which conduct shall include, but not be
limited to, (i) disclosing or misusing any confidential information pertaining
to the Company or a Subsidiary; (ii) any attempt, directly or indirectly, to
induce any employee, agent, insurance agent, insurance broker or broker-dealer
of the Company or any Subsidiary to be employed or perform services elsewhere;
(iii) any attempt by a Participant, directly or indirectly, to solicit the trade
of any customer or supplier or prospective customer or supplier of the Company
or any Subsidiary; or (iv) disparaging the Company, any Subsidiary or any of
their respective officers or directors. The Committee shall have sole discretion
to make the determination of whether any conduct, action or failure to act, or
occurrence or non-occurrence of a specified event or condition has triggered the
application of any provision included in an Award Agreement as contemplated by
this Section 8. Notwithstanding the foregoing, unless specified otherwise in the
applicable Award Agreement, a Participant shall not be deemed to be a
stockholder of a competing entity if the Participant’s record and beneficial
ownership amount to not more than one percent (1%) of the outstanding capital
stock of any company subject to the periodic and other reporting requirements of
the 1934 Act. This Section 8 shall not be construed to in any way limit the
applicability of Section 21(d) to any Award.

13 







9. Dividends and Dividend Equivalents


The Committee may, in its sole discretion,
provide that Stock Awards shall earn dividends or dividend equivalents. Such
dividends or dividend equivalents may be paid currently or may be credited to an
account maintained on the books of the Company. Any payment or crediting of
dividends or dividend equivalents will be subject to such terms, conditions,
restrictions and limitations as the Committee may establish, from time to time,
in its sole discretion, including, without limitation, reinvestment in
additional shares of Common Stock or common share equivalents; provided,
however, if the payment or crediting of dividends or dividend equivalents is in
respect of a Stock Award that is subject to Section 409A of the Code, then the
payment or crediting of such dividends or dividend equivalents shall conform to
the requirements of Section 409A of the Code and such requirements shall be
specified in writing. Any shares purchased by or on behalf of Participants in a
dividend reinvestment program established under the Plan shall not count towards
the maximum number of shares that may be issued under the Plan as set forth in
Section 6(a), provided that such shares are purchased in open-market
transactions or are treasury shares purchased directly from the Company at fair
market value at the time of purchase. Unless the Committee determines otherwise,
Section 16(a) Officers may not participate in dividend reinvestment programs
established under the Plan. Notwithstanding the foregoing, dividends or dividend
equivalents may not be paid or accrue with respect to any shares of Common Stock
subject to an Award pursuant to Section 7(e), unless and until the relevant
performance criteria have been satisfied, and then only to the extent determined
by the Committee, as specified in the Award Agreement. 

10. Voting 

The Committee shall determine whether a
Participant shall have the right to direct the vote of shares of Common Stock
allocated to a Stock Award. If the Committee determines that an Award shall
carry voting rights, the shares allocated to such Award shall be voted by such
person as the Committee may designate (the “Plan Administrator”) in accordance
with instructions received from Participants (unless to do so would constitute a
violation of fiduciary duties or any applicable exchange rules). In such cases,
shares subject to Awards as to which no instructions are received shall be voted
by the Plan Administrator proportionately in accordance with instructions
received with respect to all other Awards (including, for these purposes,
outstanding awards granted under the Prior Plans or any other plan of the
Company) that are eligible to vote (unless to do so would constitute a violation
of fiduciary duties or any applicable exchange rules). 

11. Payments and Deferrals


	     	(a)	     	Payment of vested
      Awards may be in the form of cash, Common Stock or combinations thereof as
      the Committee shall determine, subject to such terms, conditions, restrictions and limitations as it may impose. The
      Committee may (i) postpone the exercise of Options or SARs (but not beyond
      their expiration dates), (ii) require or permit Participants to elect to
      defer the receipt or issuance of shares of Common Stock pursuant to Awards
      or the settlement of Awards in cash under such rules and procedures as it
      may establish, in its discretion, from time to time, or (iii) provide for
      deferred settlements of Awards including the payment or crediting of
      earnings on deferred amounts, or the payment or crediting of dividend
      equivalents where the deferred amounts are denominated in common share
      equivalents.


14 







	     	(b)	     	If, pursuant to any
      Award granted under the Plan, a Participant is entitled to receive a
      payment on a specified date, such payment shall be deemed made as of such
      specified date if it is made (i) not earlier than 30 days before such
      specified date and (ii) not later than December 31 of the year in which
      such specified date occurs or, if later, the fifteenth day of the third
      month following such specified date, in each case provided that the
      Participant shall not be permitted, directly or indirectly, to designate
      the taxable year in which such payment is made.
		 
		(c)		Notwithstanding the
      foregoing, if a Participant is a Specified Employee at the time of his or
      her Separation from Service, any payment(s) with respect to any Award
      subject to Section 409A of the Code to which such Participant would
      otherwise be entitled by reason of such Separation from Service shall be
      made on the date that is six months after the Participant’s Separation
      from Service (or, if earlier, the date of the Participant’s
    death).
		 
		(d)		If, pursuant to any
      Award granted under the Plan, a Participant is entitled to a series of
      installment payments, such Participant’s right to the series of
      installment payments shall be treated as a right to a series of separate
      payments and not as a right to a single payment. For purposes of the
      preceding sentence, the term “series of installment payments” has the same
      meaning as provided in Section 1.409A-2(b)(2)(iii) of the Treasury
      Regulations.


12. Nontransferability 

Awards granted under the Plan, and during
any period of restriction on transferability, shares of Common Stock issued in
connection with the exercise of an Option or a SAR, may not be sold, pledged,
hypothecated, assigned, margined or otherwise transferred in any manner other
than by will or the laws of descent and distribution, unless and until the
shares underlying such Award have been issued, and all restrictions applicable
to such shares have lapsed or have been waived by the Committee. No Award or
interest or right therein shall be subject to the debts, contracts or
engagements of a Participant or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law, by judgment, lien, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy
and divorce), and any attempted disposition thereof shall be null and void, of
no effect, and not binding on the Company in any way. Notwithstanding the
foregoing, the Committee may, in its sole discretion, permit (on such terms,
conditions and limitations as it may establish) Nonqualified Stock Options
(including non-qualified Reload Options) and/or shares issued in connection with
an Option or a SAR exercise that are subject to restrictions on transferability,
to be transferred one time to a member of a Participant’s immediate family or to
a trust or similar vehicle for the benefit of a Participant’s immediate family
members. During the lifetime of a Participant, all rights with respect to Awards
shall be exercisable only by such Participant or, if applicable pursuant to the
preceding sentence, a permitted transferee.

15 







13. Change of Control 

	     	(a)	     	Notwithstanding any provisions of this Plan to the contrary, the
      Committee may, in its sole discretion, at the time an Award is made
      hereunder or at any time prior to, coincident with or after the time of a
      Change of Control:
		 
				(i)	     	provide
      for the acceleration of any time periods, or the waiver of any other
      conditions, relating to the vesting, exercise, payment or distribution of
      an Award so that any Award to a Participant whose employment has been
      terminated as a result of a Change of Control may be vested, exercised,
      paid or distributed in full on or before a date fixed by the
      Committee;
		 
				(ii)		provide
      for the purchase of any Awards from a Participant whose employment has
      been terminated as a result of a Change of Control, upon the Participant’s
      request, for an amount of cash equal to the amount that could have been
      obtained upon the exercise, payment or distribution of such rights had
      such Award been currently exercisable or payable;
		 
				(iii)		provide
      for the termination of any then outstanding Awards or make any other
      adjustment to the Awards then outstanding as the Committee deems necessary
      or appropriate to reflect such transaction or change; or
		 
				(iv)		cause the
      Awards then outstanding to be assumed, or new rights substituted
      therefore, by the surviving corporation in such change.
		 
				For purposes of sub-paragraphs (i) and (ii) above, any Participant
      whose employment is terminated by the Company other than for “gross
      misconduct,” or by the Participant for “good reason” (each as defined in
      the applicable Award Agreement) upon, or on or prior to the first
      anniversary of, a Change of Control, shall be deemed to have been
      terminated as a result of the Change of Control.
		 
		(b)		A “Change of Control” shall be deemed to occur if and
    when:
		 
				(i)		any
      person, including a “person” as such term is used in Section 14(d)(2) of
      the 1934 Act (a “Person”), is or becomes a beneficial owner (as such term
      is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
      securities of the Company representing 25 percent (25%) or more of the
      combined voting power of the Company’s then outstanding securities
      (provided, however, that, notwithstanding the foregoing, a “Change of
      Control” shall not include consummation of the exchange of preferred
      securities owned by the United States government for Common Stock, as
      announced by the Company in a press release dated February 27,
      2009);


16 







				(ii)	     	any plan or proposal
      for the dissolution or liquidation of the Company is adopted by the
      stockholders of the Company;
		 
				(iii)		individuals who, as of
      April 21, 2009, constituted the Board (the “Incumbent Board”) cease for
      any reason to constitute at least a majority of the Board; provided,
      however, that any individual becoming a director subsequent to April 21,
      2009 whose election, or nomination for election by the Company’s
      stockholders, was approved by a vote of at least a majority of the
      directors then comprising the Incumbent Board shall be considered as
      though such individual were a member of the Incumbent Board, but excluding
      for this purpose any such individual whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as
      such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
      1934 Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board;
		 
				(iv)		all or substantially
      all of the assets of the Company are sold, transferred or distributed;
      or
		 
	     			(v)		there occurs a
      reorganization, merger, consolidation or other corporate transaction
      involving the Company (a “Transaction”), in each case, with respect to
      which the stockholders of the Company immediately prior to such
      Transaction do not, immediately after the Transaction, own more than 50
      percent (50%) of the combined voting power of the Company or other
      corporation resulting from such Transaction in substantially the same
      respective proportions as such stockholders’ ownership of the voting power
      of the Company immediately before such Transaction.
		 
		(c)	     	Notwithstanding the foregoing, with respect to Awards subject to
      Section 409A of the Code, the effect of a Change of Control and what
      constitutes a Change of Control shall be set forth in the underlying Award
      programs and/or Award Agreements.


14. Award Agreements 

Each Award under the Plan shall be
evidenced by an Award Agreement (as such may be amended from time to time) that
sets forth the terms, conditions, restrictions and limitations applicable to the
Award, including, but not limited to, the provisions governing vesting,
exercisability, payment, forfeiture, and termination of employment, all or some
of which may be incorporated by reference into one or more other documents
delivered or otherwise made available to a Participant in connection with an
Award. The Committee need not require the execution of such document by the
Participant, in which case acceptance of the Award by the Participant shall
constitute agreement by the Participant to the terms, conditions, restrictions
and limitations set forth in the Plan and the Award Agreement as well as the
administrative guidelines and practices of the Company in effect from time to
time. 

17 







15. Tax Withholding 

Participants shall be solely responsible
for any applicable taxes (including without limitation income, payroll and
excise taxes) and penalties, and any interest that accrues thereon, which they
incur in connection with the receipt, vesting or exercise of any Award. The
Company and its Subsidiaries shall have the right to require payment of, or may
deduct from any payment made under the Plan or otherwise to a Participant, or
may permit shares to be tendered or sold, including shares of Common Stock
delivered or vested in connection with an Award, in an amount sufficient to
cover withholding of any federal, state, local, foreign or other governmental
taxes or charges required by law or such greater amount of withholding as the
Committee shall determine from time to time and to take such other action as may
be necessary to satisfy any such withholding obligations. The value of any
shares allowed to be withheld or tendered for tax withholding may not exceed the
amount allowed consistent with fixed plan accounting in accordance with U.S.
generally accepted accounting principles, to the extent applicable. To the
extent that a number of shares of Common Stock sufficient to satisfy a tax
withholding obligation of the Company may not be withheld (whether because the
Award has not vested in full pursuant to its terms, administrative procedures in
effect at such time, applicable accounting principles or any other reason), it
shall be a condition to the obligation of the Company to issue shares of Common
Stock upon the exercise of an Option or a SAR, or in settlement of any vested
Award, that a Participant pay to the Company, on demand, such amount as may be
requested by the Company for the purpose of satisfying any actual tax
withholding liability (or any hypothetical tax owed to the Company, if such
Participant is a current or former expatriate employee subject to a Company
tax-equalization policy). If the amount is not timely paid to the Company in
cash by such Participant, the Company may cancel the Award and refuse to issue
such shares. 

16. Other Benefit and Compensation
Programs 

Awards received by Participants under the
Plan shall not be deemed a part of a Participant’s regular, recurring
compensation for purposes of calculating payments or benefits from any Company
benefit plan or severance program unless specifically provided for under the
plan or program. Unless specifically set forth in an Award Agreement, Awards
under the Plan are not intended as payment for compensation that otherwise would
have been delivered in cash, and even if so intended, such Awards shall be
subject to such vesting requirements and other terms, conditions and
restrictions as may be provided in the Award Agreement. 


18 







17. Unfunded Plan 

Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participant or other person.
To the extent any Participant holds any rights by virtue of an Award granted
under the Plan, such rights shall constitute general unsecured liabilities of
the Company and shall not confer upon any Participant or any other person or
entity any right, title, or interest in any assets of the Company. 

18. Expenses of the Plan


The expenses of the administration of the
Plan shall be borne by the Company and its Subsidiaries. The Company may require
Subsidiaries to pay for the Common Stock issued under the Plan. 

19. Rights as a Stockholder


Unless the Committee determines otherwise,
a Participant shall not have any rights as a stockholder with respect to shares
of Common Stock covered by an Award until the date the Participant becomes the
holder of record with respect to such shares. No adjustment will be made for
dividends or other rights for which the record date is prior to such date,
except as provided in Section 9. 

20. Future Rights 

No Employee shall have any claim or right
to be granted an Award under the Plan. There shall be no obligation of
uniformity of treatment of Employees under the Plan. Further, the Company and
its Subsidiaries may adopt other compensation programs, plans or arrangements as
it deems appropriate or necessary. The adoption of the Plan shall not confer
upon any Employee any right to continued employment in any particular position
or at any particular rate of compensation, nor shall it interfere in any way
with the right of the Company or a Subsidiary to terminate the employment of its
Employees at any time, free from any claim or liability under the Plan.


21. Amendment and Termination


The Plan may be amended, suspended or
terminated at any time by the Board, provided that no amendment shall be made
without stockholder approval, if it would (i) materially increase the number of
shares available under the Plan, (ii) materially expand the types of awards
available under the Plan, (iii) materially expand the class of persons eligible
to participate in the Plan, (iv) materially extend the term of the Plan, (v)
materially change the method of determining the exercise price of an Award, (vi)
delete or limit the prohibition against repricing contained in Section 4(d), or
(vii) otherwise require approval by the stockholders of the Company in order to
comply with applicable law or the rules of the New York Stock Exchange (or, if
the Common Stock is not traded on the New York Stock Exchange, the principal
national securities exchange upon which the Common Stock is traded or quoted).
No such amendment referred to above shall be effective unless and until it has
been approved by the stockholders of the Company.

19 







Notwithstanding the foregoing, with
respect to Awards subject to Section 409A of the Code, any amendment, suspension
or termination of the Plan shall conform to the requirements of Section 409A of
the Code. The Committee retains the right to modify an Award without a
Participant’s prior consent if it determines that the modification is required
to comply with applicable law, regulation, or regulatory guidance (including
applicable tax law). Except as may be provided by Section 7(e), Section 11(a),
Section 13(a) and this Section, any other adverse modification shall not be
effective without the Participant’s written consent. The Company shall furnish
or make available to Participants a written notice of any modification through a
brochure supplement or otherwise, which notice shall specify the effective date
of such modification. Unless terminated earlier by the Board, the Plan will
terminate on April 21, 2014. 

22. Successors and Assigns


The Plan and any applicable Award
Agreement entered into under the Plan shall be binding on all successors and
assigns of a Participant, including, without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant’s
creditors.

23. Governing Law 

The Plan and all agreements entered into
under the Plan shall be construed in accordance with and governed by the laws of
the State of New York. 

24.
No Liability with Respect to Tax Qualification
or Adverse Tax Treatment 

Notwithstanding any provision of this Plan
to the contrary, in no event shall the Company or any Subsidiary be liable to a
Participant on account of an Award's failure to (i) qualify for favorable U.S.
or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or
foreign law, including, without limitation, Sections 409A and 457A of the Code.


20