2010 Key Employee Profit Sharing Plan – Citigroup

CITIGROUP INC.
2010 KEY EMPLOYEE PROFIT SHARING PLAN PURPOSE The purpose of the Plan
is to (i) incentivize senior and other key employees to contribute to the
Company153s long-term profitability in a manner that appropriately balances
incentives and risk, thereby aligning the employees153 interests with those of the
Company153s shareholders and other stakeholders, (ii) attract and retain senior
and other key employees by providing a competitive compensation opportunity and
(iii) reward senior and other key employees for their efforts to restore the
Company to sustained profitability. ARTICLE I DEFINITIONS Except as
otherwise defined in a Participant153s Award Agreement, as used in the Plan and
the Award Agreements, the following terms have the following meanings:
“Acceleration Event” means, as applicable, (i) termination of a
Participant153s employment with the Company and the Affiliated Employers due to
such Participant153s death, Disability or Qualifying Termination or (ii) the
occurrence of a Qualifying Transaction with respect to the Affiliated Employer
that employs a Participant. “Acceleration Entire Period” means January 1,
2010 through September 30 of the year following the year in which an
Acceleration Event occurs (or 2013, if earlier than such year); provided,
however, in the case of a Late Entrant, the Acceleration Entire Period shall
commence on the Late Entrance Date. “Acceleration Initial Period” means
January 1, 2010 through the last day of the fiscal quarter in which an
Acceleration Event occurs; provided, however, in the case of (i) a Late Entrant,
the Acceleration Initial Period shall commence on the Late Entrance Date, and
(ii) a Participant who is a U.S. taxpayer and whose employment with the Company
and the Affiliated Employers terminates due to such Participant153s Disability,
the Acceleration Initial Period shall end on the last day of the fiscal quarter
in which such Participant has been determined to be totally disabled by the
Social Security Administration, if such date is earlier than the last day of the
fiscal quarter in which such termination occurs. “Affiliated Employer”
means any company or other entity that is related to the Company as a member of
a controlled group of corporations in accordance with Section 1.409A-1(h)(3) of
the Code and the regulations thereunder.

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“Applicable Percentage” means the percentage of Cumulative Pre-Tax Income
that is payable to a Participant in respect of such Participant153s Award in
accordance with the terms of the Plan, as specified in such Participant153s Award
Agreement. “Award” means a Participant153s opportunity to receive a payment
under the Plan in an amount determined based on the amount of Cumulative Pre-Tax
Income with respect to the applicable Performance Period, subject to the terms
of the Plan and such Participant153s Award Agreement. “Award Agreement”
means a written or electronic document setting forth individualized information
relating to a Participant153s Award under the Plan. The Committee may require a
Participant to sign an Award Agreement as a condition to participation in the
Plan. “Bona Fide Leave” means a “bona fide leave of absence” from the
Company and the Affiliated Employers as defined in Section 409A-1(h)(1)(i) of
the Code and the regulations thereunder. “Code” means the Internal
Revenue Code of 1986, as amended. “Company” means Citigroup Inc., a
Delaware corporation. “Committee” means the Personnel and Compensation
Committee of the Company153s Board of Directors. “Cumulative Pre-Tax
Income” means, for any Performance Period, an amount equal to (i) the amount of
income (loss) from continuing operations before income taxes of the Company
minus (ii) the amount of income (loss) from continuing operations before income
taxes of Citi Holdings, in each case as reported for such period in the
applicable Quarterly Financial Data Supplements that are filed as exhibits to
the Company153s applicable Forms 8-K. “Disability” means, with respect to a
Participant who is (i) a U.S. taxpayer, that such Participant has been
determined to be totally disabled by the Social Security Administration, or (ii)
not a U.S. taxpayer, that such Participant (x) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months or (y) by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, is receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Affiliated Employer that employs such Participant. “Entire Period”
means January 1, 2010 through December 31, 2013; provided, however, in the case
of a Late Entrant, the Entire Period shall commence on the Late Entrance Date.
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“Gross Misconduct” means a Participant153s engaging in any conduct that (i) is
in competition with the business operations of the Company or any Affiliated
Employer, (ii) breaches any obligation that such Participant owes to the Company
or any Affiliated Employer or such Participant153s duty of loyalty to the Company
or any Affiliated Employer, (iii) is materially injurious to the Company or any
Affiliated Employer, monetarily or otherwise, or (iv) is otherwise determined by
the Committee, in its sole discretion, to constitute Gross Misconduct.
“Holdback Period” means January 1, 2013 through December 31, 2013;
provided, however, in the case of a Participant whose employment terminates due
to Retirement, the Holdback Period means the first four fiscal quarters
following the fiscal quarter in which such Retirement occurs. “Initial
Period” means January 1, 2010 through December 31, 2012; provided, however, in
the case of a Late Entrant, the Initial Period shall commence on the Late
Entrance Date. “Involuntary Retirement” means the termination of a
Participant153s employment with the Company and the Affiliated Employers by the
Company or any Affiliated Employer (other than due to such Participant153s Gross
Misconduct, death or Disability) on or following the later of January 1, 2011
and the date on which such Participant is at least age 65 and the sum of such
Participant153s age and full completed years of service with the Company and the
Affiliated Employers equals at least 75. “Late Entrance Date” means (i)
the date on which a Late Entrant commences participation in the Plan, if such
date is the first day of a fiscal quarter, or (ii) the first day of the fiscal
quarter following the date on which a Late Entrant commences participation in
the Plan, if such date is not the first day of a fiscal quarter. “Late
Entrant” means a Participant who commences participation in the Plan on or after
January 1, 2011. “Notional Interest Rate” means the 90-day, U.S.
dollar-based London Interbank Offered Rate (LIBOR), compounded on a monthly
basis. “Participant” means a senior or other key employee of the Company
or any Affiliated Employer who receives an Award under the Plan.
“Performance Period” means, as applicable, the applicable Acceleration
Entire Period, Acceleration Initial Period, Entire Period, Holdback Period,
Initial Period or Retirement Period. “Personal Leave” means a Bona Fide
Leave that is a personal leave of absence that is approved by management of a
Participant153s business unit in accordance with the leave of absence policies
applicable to such Participant. “Plan” means this 2010 Citigroup Inc. Key
Employee Profit Sharing Plan, as amended from time to time. 3

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“Qualifying Termination” means the termination of a Participant153s employment
with the Company and the Affiliated Employers by the Company or any Affiliated
Employer (other than due to such Participant153s Gross Misconduct, death,
Disability or Involuntary Retirement) in connection with (i) a sale or other
disposition of assets comprising the business unit to which such Participant
provides substantial services or (ii) the transfer to an external service
provider of such Participant153s job function in connection with the Company153s or
such Affiliated Employer153s entering into a services agreement with such external
service provider; provided, however, such termination shall not constitute a
Qualifying Termination if it occurs following such Participant153s rejection of an
employment opportunity with the acquirer of such assets or such external service
provider, as applicable, on terms that the Company determines are comparable to
the terms of such Participant153s employment with the Company and the Affiliated
Employers. For the avoidance of doubt, if a Participant153s employment with the
Company and the Affiliated Employers terminates under the circumstances
described in clause (i) or (ii) (other than due to such Participant153s Gross
Misconduct, death or Disability) on or following the later of January 1, 2011
and the date on which such Participant is at least age 65 and the sum of such
Participant153s age and full completed years of service with the Company and the
Affiliated Employers equals at least 75, such termination shall constitute an
Involuntary Retirement and shall not constitute a Qualifying Termination.
“Qualifying Transaction” with respect to a Participant who is employed by
any Affiliated Employer means the Company153s ceasing to control or own a
significant equity interest in such Affiliated Employer due to the sale or other
disposition of the stock or other equity interest of such Affiliated Employer;
provided, however, if such Participant is a U.S. taxpayer, such sale or
disposition shall not constitute a Qualifying Transaction unless such sale or
disposition also constitutes a “change in control event” as defined in Section
409A of the Code and the regulations thereunder. “Retirement” means an
Involuntary Retirement or a Voluntary Retirement, as applicable.
“Retirement Period” means January 1, 2010 through the earlier of (i) the
last day of the fiscal quarter that includes the date of a Participant153s
Retirement and (ii) December 31, 2012; provided, however, in the case of a Late
Entrant, the Retirement Period shall commence on the Late Entrance Date.
“Significant Competitor” means any company or other entity that is
designated by the Committee as a significant competitor of the Company or any
Affiliated Employer and that is included on a list of significant competitors
for purposes of the Company153s Capital Accumulation Program that will be made
available to the Participants, as the same may be updated by the Committee from
time to time. If a Participant153s employment with the Company and the Affiliated
Employers has terminated, a “Significant Competitor” means a company or other
entity included on such list as in effect at the time of such termination.
“Statutory Leave” means a Bona Fide Leave that is approved by management of
a Participant153s business unit, is provided by applicable law and is taken in
accordance with such law and applicable Company policy. “Threshold
Performance Goal” means $17.5 billion. 4

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“Voluntary Retirement” means the termination of a Participant153s employment
with the Company and the Affiliated Employers by such Participant (other than
due to such Participant153s death or Disability) on or following the later of
January 1, 2011 and the date on which such Participant is at least age 65 and
the sum of such Participant153s age and full completed years of service with the
Company and the Affiliated Employers equals at least 75; provided that during
the period from the date of such termination through (i) the date on which the
Holdback Payments are paid to Participants who remain employed with the Company
or any Affiliated Employer through January 20, 2013 or (ii) March 15, 2014, if
no Holdback Payments are paid to the Participants described in clause (i), such
Participant (x) is not employed by a Significant Competitor and (y) does not,
directly or indirectly, (A) hire any employee of the Company or any Affiliated
Employer or (B) solicit, induce or otherwise encourage any person to leave the
employment of the Company or any Affiliated Employer. ARTICLE II
PARTICIPATION Section 2.01 Eligible Employees. The Committee shall select
those senior and other key employees of the Company and the Affiliated Employers
who are eligible to receive Awards under the Plan; provided, however, no
employee shall be eligible to receive an Award under the Plan if the Committee
determines that such Award would cause the Company or any Affiliated Employer to
violate any legal, regulatory or governmental requirement to which the Company
or any Affiliated Employer is subject or any agreement entered into between the
Company or any Affiliated Employee and any governmental agency. Section 2.02
Participation Outside of the United States. With respect to Participants who are
foreign nationals or who reside outside of the United States, 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, the Plan as it may consider necessary or appropriate for the purposes of
this Section 2.02 without thereby affecting the terms of the Plan as in effect
for any other purpose; provided that no such supplements, amendments,
restatements or alternative versions shall include any provisions that are
inconsistent with the intent and purpose of the Plan, as then in effect.
ARTICLE III PERFORMANCE AWARD Section 3.01 Performance Award. Subject to
Articles IV and V, each Participant shall be entitled to payment(s), if any, in
respect of such Participant153s Award in the amount(s) determined in accordance
with this Article III. 5

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(a) Initial Payment. Such Participant shall be entitled to a payment (the
“Initial Payment”), paid after January 20, 2013 but in no event later than March
15, 2013, in an amount equal to two-thirds of the product of (i) Cumulative
Pre-Tax Income for the applicable Initial Period and (ii) such Participant153s
Applicable Percentage. (b) Holdback Payment. Such Participant shall be
entitled to a payment (the “Holdback Payment”), if any, paid after January 20,
2014 but in no event later than March 15, 2014, in an amount equal to the
product of (i) the lesser of Cumulative Pre-Tax Income for such Initial Period
and the applicable Entire Period and (ii) such Participant153s Applicable
Percentage, minus (iii) the Initial Payment; provided, however, that in no case
shall the Holdback Payment be less than zero. The amount, if any, determined in
accordance with the preceding sentence shall be increased to reflect deemed
earnings on such amount during the applicable Holdback Period based on the
applicable Notional Interest Rate during such period. ARTICLE IV PAYMENT OF
AWARDS Section 4.01 Form of Payment. All payments under the Plan will be made
in cash. Notwithstanding the foregoing, the Committee in its sole discretion may
determine to provide any payment with respect to an Award in unrestricted shares
of the Company153s common stock; provided that any such fractional share will be
paid in cash. Any such shares used for such payment shall be (i) issued under
the Company153s 2009 Stock Incentive Plan, as amended from time to time, or, if
determined by the Committee in its sole discretion, any other
shareholder-approved plan of the Company that provides for such payment and (ii)
valued at a fair market value at the time of such payment as determined by the
Committee in its sole discretion. Section 4.02 Taxes and Withholding. As a
condition to any payment under the Plan, the Company may require a Participant
to pay such sum to the Company as may be necessary to discharge the Company153s
obligations with respect to any taxes, assessments or other governmental
charges, whether of the United States or any other jurisdiction, imposed on
property or income received by such Participant hereunder. Alternatively, the
Company may deduct or withhold such sum from any payment to such Participant,
whether such payment is made pursuant to the Plan or otherwise. ARTICLE V
TERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION
FORFEITURE OR REDUCTION OF PAYMENTS Section 5.01 Termination Generally.
Subject to this Article V, on termination of a Participant153s employment with the
Company and the Affiliated Employers at any time prior to January 20, 2013, such
Participant shall not be entitled to any payment under the Plan. 6

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Section 5.02 Death, Disability, Qualifying Termination or Qualifying
Transaction. On an Acceleration Event with respect to a Participant that occurs
prior to January 20, 2013, such Participant shall be entitled to payment(s), if
any, in respect of such Participant153s Award in the amount(s) determined in
accordance with this Section 5.02. (a) Initial Payment. Such Participant
shall be entitled to the Initial Payment, paid after January 20 of the year
following such Acceleration Event (or 2013, if earlier than such year) but in no
event later than March 15 of such year, in an amount equal to two-thirds of the
product of (i) Cumulative Pre-Tax Income for the applicable Acceleration Initial
Period and (ii) such Participant153s Applicable Percentage. (b) Holdback
Payment. Such Participant shall be entitled to the Holdback Payment, if any,
paid in the fourth calendar quarter of the year following such Acceleration
Event (or 2013, if earlier than such year), in an amount equal to the product of
(i) the lesser of Cumulative Pre-Tax Income for such Acceleration Initial Period
and the applicable Acceleration Entire Period and (ii) such Participant153s
Applicable Percentage, minus (iii) the Initial Payment; provided, however, that
in no case shall the Holdback Payment be less than zero. The amount, if any,
determined in accordance with the preceding sentence shall be increased to
reflect deemed earnings on such amount during the first three calendar quarters
of the calendar year following such Acceleration Event (or 2013, if earlier than
such year) based on the applicable Notional Interest Rate during such quarters.
Section 5.03 Retirement. On a Participant153s Retirement that occurs prior to
January 20, 2013, such Participant shall be entitled to payment(s), if any, in
respect of such Participant153s Award in the amount(s) determined in accordance
with this Section 5.03. (a) Initial Payment. Such Participant shall be
entitled to the Initial Payment, paid after January 20, 2013 but in no event
later than March 15, 2013, in an amount equal to two-thirds of the product of
(i) the lesser of Cumulative Pre-Tax Income for the applicable Retirement Period
and the applicable Initial Period and (ii) such Participant153s Applicable
Percentage. (b) Holdback Payment. Such Participant shall be entitled to
the Holdback Payment, if any, paid after January 20, 2014 but in no event later
than March 15, 2014, in an amount equal to the product of (i) the least of
Cumulative Pre-Tax Income for such Retirement Period, such Initial Period and
the applicable Entire Period and (ii) such Participant153s Applicable Percentage,
minus (iii) the Initial Payment; provided, however, that in no case shall the
Holdback Payment be less than zero. The amount, if any, determined in accordance
with the preceding sentence shall be increased to reflect deemed earnings on
such amount during the applicable Holdback Period based on the applicable
Notional Interest Rate during such period. 7

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(c) Forfeiture following Voluntary Retirement. Notwithstanding the foregoing,
if such Retirement is a Voluntary Retirement, then if at any time during the
period from the date of such Retirement through (i) the date on which the
Holdback Payments are paid to Participants who remain employed with the Company
or any Affiliated Employer through January 20, 2013 or (ii) March 15, 2014, if
no Holdback Payments are paid to the Participants described in clause (i), such
Participant (x) is employed by a Significant Competitor or (y) directly or
indirectly (A) hires any employee of the Company or any Affiliated Employer or
(B) solicits, induces or otherwise encourages any person to leave the employment
of the Company or any Affiliated Employer, such Participant shall not be
entitled to any unpaid amount under the Plan. Section 5.04 Non-Attainment of
Threshold Performance Goal. Notwithstanding anything to the contrary herein, no
Participant: (a) who remains employed with the Company or any Affiliated
Employer through January 20, 2013 shall be entitled to any (i) Initial Payment
if Cumulative Pre-Tax Income for the applicable Initial Period is less than the
Threshold Performance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income
for either such Initial Period or the applicable Entire Period is less than the
Threshold Performance Goal; (b) with respect to whom an Acceleration
Event occurs prior to January 20, 2013 shall be entitled to any (i) Initial
Payment if Cumulative Pre-Tax Income for the applicable Acceleration Initial
Period is less than the Threshold Performance Goal or (ii) Holdback Payment if
Cumulative Pre-Tax Income for either such Acceleration Initial Period or the
applicable Acceleration Entire Period is less than the Threshold Performance
Goal; or (c) whose employment with the Company and the Affiliated
Employers terminates due to Retirement prior to January 20, 2013 shall be
entitled to any (i) Initial Payment if Cumulative Pre-Tax Income for either the
applicable Retirement Period or the applicable Initial Period is less than the
Threshold Performance Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income
for any of such Retirement Period, such Initial Period, or the applicable Entire
Period is less than the Threshold Performance Goal. Section 5.05 Approved
Leave of Absence. If prior to January 20, 2013 a Participant commences a Bona
Fide Leave that is a: (a) Personal Leave, such Participant153s Award will
be treated as if such Participant153s employment with the Company and the
Affiliated Employers had not been interrupted by such leave; provided, however,
if such Participant does not return to active work within six months after the
commencement of such leave, such Participant shall not be entitled to any
payment under the Plan; or 8

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(b) Statutory Leave, such Participant153s Award will be treated as if such
Participant153s employment with the Company and the Affiliated Employers had not
been interrupted by such leave; provided, however, if such leave is followed
without interruption by a Personal Leave and such Participant does not return to
active work within six months after the commencement of such Statutory Leave,
such Participant shall not be entitled to any payment under the Plan.
Notwithstanding the foregoing, if, prior to January 20, 2013 and at a time that
a Participant is on a Bona Fide Leave, an Acceleration Event occurs with respect
to such Participant or such Participant153s employment terminates due to
Retirement, such Participant shall be entitled to payments, if any, under the
Plan in accordance with Section 5.02 or 5.03, as applicable. Section 5.06
Forfeiture or Reduction of Payments. Notwithstanding anything to the contrary
herein, without limiting the proviso in Section 2.01, amounts payable under the
Plan are subject to forfeiture or reduction under the circumstances specified in
this Section 5.06. (a) Gross Misconduct. Without limiting Section 5.01,
on termination of a Participant153s employment with the Company and the Affiliated
Employers due to such Participant153s Gross Misconduct, such Participant shall not
be entitled to any unpaid amount under the Plan. (b) Inaccurate
Statements, Criteria or Information; Violation of Risk Limits. If the Committee
determines that a Participant (i) received a payment under the Plan based on
materially inaccurate financial statements (including, but not limited to,
statements of earnings, revenues or gains) or any other materially inaccurate
performance metric criteria, (ii) knowingly engaged in providing inaccurate
information (including such Participant153s knowingly failing to timely correct
inaccurate information) relating to financial statements or performance metrics
or (iii) materially violated any risk limits established by senior management, a
business head and/or risk management, or any balance sheet or working capital
guidance provided by a business head, such Participant shall not be entitled to
any unpaid amount under the Plan. (c) Misconduct or Error; Downturn in
Performance or Failure of Risk Management. If the Committee determines that,
with respect to a Participant who is subject to any applicable non-U.S. legal,
regulatory or governmental requirement, direction, supervisory comment, guidance
or promulgation, (i) there is reasonable evidence that such Participant engaged
in misconduct or committed material error, in either case in connection with his
or her employment, or (ii) the Company or such Participant153s business unit has
suffered a material downturn in its financial performance or a material failure
of risk management, the Committee in its sole discretion may determine that such
Participant shall not be entitled to any unpaid amount under the Plan or that
any such amount shall be reduced. (d) Company153s Risk Profile. Prior to
the date on which any amount is scheduled to be paid to a Participant under the
Plan, the Committee, in consultation with the Company153s Chief Risk Officer,
shall determine whether a material adverse change in the Company153s risk profile
or in the risk profile of Citibank, N.A. has occurred during any applicable
Performance Period. If the Committee determines that any such change has
occurred during any applicable Performance Period, such Participant shall not be
entitled to such amount. 9

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(e) Compliance with Regulatory Requirements. Payment or accrual of any
portion of any Participant153s Award will be subject to any limitations,
adjustments or clawback provisions applicable to such Participant to the extent
required under (i) the Emergency Economic Stabilization Act of 2008, as amended,
and any applicable rules or regulations thereunder, (ii) any agreement entered
into between the Company and the United States Treasury Department in connection
with the Company153s participation in the Troubled Asset Relief Program or the
Exchange Agreement dated June 9, 2009 between the Company and the United States
Treasury Department or (iii) any policy implemented at any time by the Company
in its discretion to (x) comply with any other legal, regulatory or governmental
requirements, directions, supervisory comments, guidance or promulgations
specifically including but not limited to guidance on remuneration practices or
sound incentive compensation practices promulgated by the Federal Reserve Board,
the Federal Deposit Insurance Corporation or any other applicable U.S. or
non-U.S. bank supervisory or governmental agency or authority, (y) comply with
the listing requirements of any stock exchange on which the Company153s common
stock is traded or (z) comply with or enable the Company to qualify for any
government loan, subsidy, investment or other program. ARTICLE VI
NON-TRANSFERABILITY Section 6.01 Non-Transferability. (a) No benefit
under the Plan shall be subject in any manner to alienation, sale, transfer,
assignment, pledge or encumbrance, other than by will or the laws of descent and
distribution. Any attempt to violate the foregoing prohibition shall be void.
(b) In the event of a Participant153s death, any payments due under the Plan
shall be made to such Participant153s estate. Payment to the executors or
administrators of the estate of a Participant may be conditioned on the delivery
to the Company of such tax waivers, letters testamentary and other documents as
the Committee may reasonably request. ARTICLE VII ADMINISTRATION Section
7.01 Plan Administrator. (a) To the extent permitted by applicable law
and the rules of the New York Stock Exchange, the Committee hereby delegates to
the Senior Human Resources Officer of the Company or his or her delegate its
authority over the administration of the Plan, which delegation the Committee
may revoke in whole or in part at any time. The Committee shall have
discretionary authority to interpret the Plan, to make all legal and factual
determinations and to determine all questions arising in the administration of
the Plan, including without limitation the reconciliation of any inconsistent
provisions, the resolution of ambiguities, the correction of any defects, and
the supplying of omissions. Each interpretation, determination or other action
made or taken pursuant to the Plan or any Award Agreement by the Committee shall
be final and binding on all persons. 10

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(b) The Company shall enter into an Award Agreement with each Participant in
a form approved by the Committee, which shall contain terms consistent with the
Plan and such other terms, including without limitation representations and
warranties by such Participant, as the Committee considers advisable or
appropriate. Notwithstanding anything to the contrary herein, the Committee may
include in an Award Agreement with a Participant one or more terms that are
different from the corresponding term(s) of the Plan and, if so, such term(s) of
such Award Agreement shall control with respect to such Participant153s Award.
Section 7.02 Indemnification. 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. ARTICLE VIII ADJUSTMENTS Section 8.01 Adjustments. In the
event of any material unusual or non-recurring events affecting Cumulative
Pre-Tax Income, any change in applicable tax laws or accounting principles, or
any other factor as the Committee may determine, the Committee shall make
appropriate equitable adjustments to Cumulative Pre-Tax Income, the Applicable
Percentages, the Threshold Performance Goal and any other provision of the Plan
or any Award, which adjustments shall not require the consent of the affected
Participants. With respect to Awards subject to Section 409A or 457A of the
Code, any such adjustments shall conform to the requirements of Section 409A or
457A of the Code, as applicable. Section 8.02 Notice of Adjustment. The
Company shall give each Participant notice of an adjustment hereunder and, upon
such 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 such
Participant or the Company, and neither the Committee nor the Company shall be
bound to compensate such Participant for any such adjustment not made, nor shall
either be liable to such Participant for any additional personal tax or other
consequences of any adjustment that is made to an Award. ARTICLE IX
AMENDMENT AND TERMINATION Section 9.01 Right to Amend or Terminate the Plan
and Awards. The Committee may, in its sole discretion, modify, amend, terminate
or suspend the Plan or any Award at any time, which modification, amendment,
termination or suspension shall not require the consent of the affected
Participants and which may be made irrespective of whether it could result in
adverse tax consequences to any Participant; provided that with respect to a
Participant who is a U.S. taxpayer the Committee shall not modify or amend such
Participant153s Award in a manner that would give rise to adverse tax consequences
under Section 409A of the Code unless such modification or amendment is
undertaken in accordance with Section 5.06(e). No termination of the Plan or any
Award Agreement will give rise to a claim of constructive termination of
employment by any Participant. 11

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ARTICLE X GENERAL PROVISIONS Section 10.01 Unfunded Status of the 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 or any Affiliated Employer and any Participant or other person. To the
extent that any Participant holds any rights by virtue of an Award, such rights
shall constitute general unsecured liabilities of the Company. Section 10.02
No Right to Continued Employment. Neither the Plan, nor any Award Agreement, nor
any action taken or omitted to be taken pursuant to or in connection with the
Plan or any Award Agreement shall be deemed to (a) create or confer on a
Participant any right to be retained in the employ of the Company or any
Affiliated Employer, (b) interfere with or to limit in any way the right of the
Company or any Affiliated Employer to terminate the employment of a Participant
at any time or (c) confer on a Participant any right or entitlement to
compensation in any specific amount for any future year. In addition, selection
of an individual as a Participant shall not be deemed to create or confer on
such Participant any right to participate in the Plan, or in any similar plan or
program that may be established by the Company, in respect of any future year.
Any Award granted to a Participant under the Plan shall not be deemed a part of
such Participant153s regular, recurring compensation for purposes of calculating
payments or benefits from any benefit plan or severance program of the Company
or any Affiliated Employer unless specifically provided for under such plan or
program. Section 10.03 Offset Rights. Notwithstanding anything to the contrary
herein, the Company may, if the Committee in its sole discretion shall
determine, offset any amounts that a Participant may owe to the Company or any
Affiliated Employer against any payment that would have otherwise been made to
such Participant under the Plan, but only to the extent that such offset will
not cause any tax or interest to become due pursuant to Section 409A or 457A of
the Code. Section 10.04 Code Sections 409A and 457A. (a)
Notwithstanding anything to the contrary herein or in any applicable Award
Agreement, all payments due hereunder and thereunder are intended to comply with
Sections 409A and 457A of the Code and the guidance issued thereunder, and the
Plan and any applicable Award Agreement shall be construed accordingly. 12

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(b) Notwithstanding the foregoing, if a Participant is a “specified employee”
(as defined in Section 409A) at the time of his or her “separation from service”
(as defined in Section 1.409A-1(h) of the Code and the regulations thereunder),
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 such separation
from service (or, if earlier, the date of such Participant153s death). All
payments to a Participant under the Plan that have been delayed pursuant to this
Section 10.04(b) shall be paid to such Participant in a lump sum (subject to
Sections 3.01(b), 5.02(b) and 5.03(b), without interest, dividends, dividend
equivalents or any compensation for any loss in market value or otherwise which
occurs during the period of such delay). (c) Each Participant or his or
her estate, as the case may be, is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on or for the
account of such Participant in connection with the Plan (including without
limitation any taxes and interest under Section 409A or 457A of the Code), and
the Company shall have no obligation to indemnify or otherwise hold such
Participant or his or her estate harmless from any or all of such taxes or
penalties. Section 10.05 Successors and Assigns. The Plan and a Participant153s
Award Agreement shall be binding on all successors and assigns of such
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 such Participant153s creditors.
Section 10.06 Governing Law; Arbitration. The Plan and each Award Agreement
entered into with a Participant shall be subject to and construed in accordance
with the laws of the State of New York, without regard to any conflicts or
choice of law rule or principle that might otherwise refer the interpretation of
the Award to the substantive law of another jurisdiction. All disputes under the
Plan shall be subject to final and binding arbitration in accordance with the
Company153s arbitration policy. Section 10.07 Construction. The headings in the
Plan have been inserted for convenience of reference only and are to be ignored
in any construction of any provision hereof. Use of one gender includes the
other, and the singular and plural include each other. 13

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