2011 Key Employee Profit Sharing Plan – Citigroup

CITIGROUP INC.
2011 KEY EMPLOYEE PROFIT SHARING PLAN

PURPOSE

The purpose of the Plan is to (i) incentivize senior and other key employees
to contribute to the Company’s long-term profitability in a manner that
appropriately balances incentives and risk, thereby aligning the employees’
interests with those of the Company’s 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 Participant’s 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
Participant’s employment with the Company and the Affiliated Employers due to
such Participant’s 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, 2011 through September
30 of the year following the year in which an Acceleration Event occurs (or
2013, if earlier than such year).

“Acceleration Initial Period” means January 1, 2011 through the last
day of the fiscal quarter in which an Acceleration Event occurs (or December 31,
2012, if earlier); provided, however, in the case of a
Participant who is a U.S. taxpayer and whose employment with the Company and the
Affiliated Employers terminates due to such Participant’s 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.

“Applicable Percentage” means the percentage of Cumulative Pre-Tax
Income that is payable to a Participant in respect of such Participant’s Award
in accordance with the terms of the Plan, as specified in such Participant’s
Award Agreement.

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“Award” means a Participant’s 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 Participant’s Award Agreement.

“Award Agreement” means a written or electronic document setting
forth individualized information relating to a Participant’s 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
Company’s 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 Company’s 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, 2011 through December 31, 2013.

“Gross Misconduct” means a Participant’s 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 Participant’s 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.

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“Holdback Period” means January 1, 2013 through December 31, 2013.

“Initial Period” means January 1, 2011 through December 31, 2012.

“Involuntary Retirement” means the termination of a Participant’s
employment with the Company and the Affiliated Employers by the Company or any
Affiliated Employer (other than due to such Participant’s Gross Misconduct,
death or Disability) on or following the date on which such Participant is at
least age 65 and the sum of such Participant’s age and full completed years of
service with the Company and the Affiliated Employers equals at least 75.

“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 Participant’s business unit in
accordance with the leave of absence policies applicable to such Participant.

“Plan” means this 2011 Citigroup Inc. Key Employee Profit Sharing
Plan, as amended from time to time.

“Qualifying Termination” means the termination of a Participant’s
employment with the Company and the Affiliated Employers by the Company or any
Affiliated Employer (other than due to such Participant’s 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 Participant’s job function in connection with the
Company’s or such Affiliated Employer’s 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 Participant’s 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 Participant’s employment
with the Company and the Affiliated Employers. For the avoidance of doubt, if a
Participant’s employment with the Company and the Affiliated Employers
terminates under the circumstances described in clause (i) or (ii) (other than
due to such Participant’s Gross Misconduct, death or Disability) on or following
the date on which such Participant is at least age 65 and the sum of such
Participant’s 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 Company’s 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

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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, 2011 through the earlier of (i)
the last day of the fiscal quarter that includes the date of a Participant’s
Retirement and (ii) December 31, 2012.

“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 Company’s 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 Participant’s 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 Participant’s business unit, is provided by applicable law and
is taken in accordance with such law and applicable Company policy.

“Threshold Performance Goal” means $12 billion.

“Voluntary Retirement” means the termination of a Participant’s
employment with the Company and the Affiliated Employers by such Participant
(other than due to such Participant’s death or Disability) on or following the
date on which such Participant is at least age 65 and the sum of such
Participant’s 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.

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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
Participant’s Award in the amount(s) determined in accordance with this Article
III.

(a) Initial Payment. If such Participant is employed by the Company
or an Affiliated Employer on January 20, 2013, 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 Participant’s Applicable Percentage.

(b) Holdback Payment. If such Participant is employed by the Company
or an Affiliated Employer on January 20, 2014, 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 Participant’s 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

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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 Company’s 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 Company’s 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 Company’s 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, if a
Participant’s employment with the Company and the Affiliated Employers
terminates (i) at any time prior to January 20, 2013, such Participant shall not
be entitled to any payments pursuant to the Plan, or (ii) on or after January
20, 2013 and before January 20, 2014, such Participant shall not be entitled to
a Holdback Payment.

Section 5.02 Death, Disability, Qualifying Termination or Qualifying
Transaction. If an Acceleration Event with respect to a Participant occurs
(i) prior to January 20, 2013 with respect to such Participant’s Initial Payment
or (ii) prior to January 20, 2014 with respect such Participant’s Holdback
Payment, such Participant shall be entitled to payment(s), if any, in respect of
such Participant’s 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

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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 Participant’s 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; provided, that if an Acceleration
Event occurs in 2013, such payment, if any, shall be made on (i) the date on
which Holdback Payments are paid to the Participants who remain employed with
the Company or any Affiliated Employer through January 20, 2014 or (ii) on March
15, 2014, if no Holdback Payments are paid to the Participants described in
clause (i), the amount of the Holdback Payment, if any, shall equal the product
of (A) the lesser of Cumulative Pre-Tax Income for such Acceleration Initial
Period and the applicable Acceleration Entire Period and (B) such Participant’s
Applicable Percentage, minus (C) 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.

(c) Code Section 162(m). Notwithstanding the foregoing, no
Participant shall be entitled to any payment under the Plan following a
Qualifying Termination if such Participant is a “covered employee,” as defined
in Section 162(m)(3) of the Code and the regulations thereunder, for any
calendar year beginning with the year in which such Participant commences
participation in the Plan and ending with the year in which such Qualifying
Termination occurs except to the extent that the Company would not be denied a
federal income tax deduction with respect to such payment as a result of the
application of Section 162(m) of the Code.

Section 5.03 Retirement. Upon a Retirement that occurs (i) prior to
January 20, 2013 with respect to a Participant’s Initial Payment or (ii) prior
to January 20, 2014 with respect to a Participant’s Holdback Payment, such
Participant shall be entitled to payment(s), if any, in respect of such
Participant’s 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 Initial
Period and (ii) such Participant’s 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, the Initial Period and the Entire
Period and (ii) such Participant’s 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.

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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, 2014 shall be entitled to any (i) Initial Payment if Cumulative
Pre-Tax Income for the Initial Period is less than the Threshold Performance
Goal or (ii) Holdback Payment if Cumulative Pre-Tax Income for either the
Initial Period or the Entire Period is less than the Threshold Performance Goal;

(b) with respect to whom an Acceleration Event occurs prior to January 20,
2014 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, 2014 shall be entitled to any (i) Initial
Payment if Cumulative Pre-Tax Income for either the applicable Retirement Period
or the Initial Period is less than the Threshold Performance Goal or (ii)
Holdback Payment if Cumulative Pre-Tax Income for any of such Retirement Period,
the Initial Period, or the Entire Period is less than the Threshold Performance
Goal.

Section 5.05 Approved Leave of Absence. If prior to January 20, 2014
a Participant commences a Bona Fide Leave that is a:

(a) Personal Leave, such Participant’s Award will be treated as if such
Participant’s 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

(b) Statutory Leave, such Participant’s Award will be treated as if such
Participant’s 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

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such Statutory Leave, such Participant shall not be entitled to any payment
under the Plan. Notwithstanding the foregoing, if, prior to January 20, 2014 and
at a time that a Participant is on a Bona Fide Leave, an Acceleration Event
occurs with respect to such Participant or such Participant’s 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 Participant’s employment with the Company and the Affiliated Employers due
to such Participant’s 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 Participant’s
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 Participant’s 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 unvested amount under the Plan or that any such amount shall
be reduced.

(d) Company’s 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 Company’s Chief Risk Officer, shall determine whether a
material adverse change in the Company’s 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.

(e) Compliance with Regulatory Requirements. Payment or accrual of
any portion of any Participant’s 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)

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any agreement entered into between the Company and the United States Treasury
Department in connection with the Company’s 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 Company’s 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 Participant’s death, any payments due under the Plan
shall be made to such Participant’s 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.

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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 Participant’s 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.

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taxpayer the Committee shall not modify or amend such Participant’s 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.

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 Participant’s 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.

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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 Participant’s 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 Participant’s
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 Participant’s 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 Company’s 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.

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