2010 Key Risk Employee Plan – Citigroup

CITIGROUP INC.
2010 KEY RISK EMPLOYEE PLAN PURPOSE The purpose of the Plan is to (i)
incentivize key risk employees to contribute to the Company153s long-term
profitability by ensuring that the Company153s risk profile is properly aligned
with its long-term strategies, objectives and risk appetite, thereby aligning
its interests with those of the Company153s shareholders and other stakeholders,
(ii) attract and retain key risk employees by providing a competitive
compensation opportunity that is consistent with the Company153s policies with
respect to the remuneration of risk personnel and (iii) reward key risk
employees for their efforts to ensure that the Company maintains appropriate
risk policies and procedures that will assist the Company in managing risk in
accordance with applicable regulatory requirements. 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. “Account” means a bookkeeping account
maintained on the books and records of the Company to record the value of a
Participant153s Award under the Plan and is established only for such purposes and
not to segregate assets or to identify assets that may be used to make payments
hereunder. “Account Balance” means the amount reflected on the books and
records of the Company as the value of a Participant153s Account at any date of
determination, as determined in accordance with the Plan. “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 Treasury
Regulation Section 1.409A-1(h)(3). “Award” means a Participant153s
opportunity to receive a payment under the Plan in an amount determined by the
Committee in its discretion. “Award Date” means the date on which the
Committee grants an Award with respect to a Participant.

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“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 Treasury
Regulation Section 1.409A-1(h)(1)(i). “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. “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 (A) 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 (B) 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. “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.
“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. “Notional Interest Rate” means the 90-day, U.S.
dollar-based London Interbank Offered Rate (LIBOR), compounded on a monthly
basis. “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.
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“Plan” means this 2010 Citigroup Inc. Key Risk Employee Plan, as amended from
time to time. “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.
“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. 3

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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 January 20, 2014 such
Participant (i) is not employed by a Significant Competitor and (ii) 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 key employees of the Independent Risk function 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. 4

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ARTICLE III AWARDS Section 3.01 Awards. Subject to Articles V and VI,
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. An Award granted to a Participant who resides outside the United States
will be denominated in the currency of the country in which such Participant
resides on the Award Date; provided that an Award granted to any Participant who
is a Citigroup Expatriate shall be denominated in the currency of the country in
which such Participant153s compensation is tax-equalized. (a) Initial
Payment. Such Participant shall be entitled to a payment, paid after January 20,
2013 but in no event later than March 15, 2013, in an amount equal to two-thirds
of Participant153s Account Balance, determined as of January 20, 2013. (b)
Subsequent Payment. Such Participant shall be entitled to a payment, paid after
January 20, 2014 but in no event later than March 15, 2014, in an amount equal
to Participant153s Account Balance, determined as January 20, 2014. ARTICLE IV
ACCOUNTS Section 4.01 Maintenance of Accounts. The Company will maintain an
Account on its books and records for each Participant. Subject to Section 4.03,
the Account will be a book entry credit reflecting a Participant153s Award and
will periodically be credited with the Notional Interest Rate attributable to
such Award commencing on the first business day of the month after the Award
Date. A Participant153s Account will be charged with distributions to the
Participant or the Participant153s estate. Notwithstanding any provision of this
Plan to the contrary, the Committee may, in its sole discretion, alter, modify,
eliminate or replace any notional rate of return, including the Notional
Interest Rate, credited to a Participant153s Account under the Plan. Section
4.02 Account Statements. Each Participant shall receive a written or electronic
statement (at least annually) of his or her Account Balance; provided, that if a
Participant is able to access his or her Account Balance through the Company153s
(or a third party vendor153s) website, there shall be no obligation to provide
such Participant with a written or electronic statement of his or her Account
Balance. Section 4.03 Prorated Return Credited to Account. Notwithstanding
Section 4.01, for purposes of Sections 6.02 and 6.03, the Participant153s Account
shall not be credited with any notional rate of return, including the Notional
Interest Rate, prior to the date payment is triggered in accordance with Section
6.02 or 6.03. In the event a Participant is entitled to a distribution pursuant
to Section 6.02 or 6.03, the notional rate of return, including the Notional
Interest Rate, credited to the Participant153s Account shall be credited to the
prorated Account Balance of the Participant from the first business day of the
month after the Award Date through the date a distribution is triggered pursuant
to Section 6.02 or 6.03. 5

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ARTICLE V PAYMENT OF AWARDS Section 5.01 Form of Payment. All payments
under the Plan will be made in cash in the currency of the country in which the
Participant resides at the time of payment and such payment shall be made in
accordance with the foreign currency exchange rate in effect at the time of
payment as determined by the Company; provided, however, if such Participant is
a Citigroup Expatriate, the Award shall be paid in the currency of the country
in which such Participant153s compensation is tax-equalized. 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
5.02 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 VI TERMINATION OF EMPLOYMENT; QUALIFYING TRANSACTION

FORFEITURE OR REDUCTION OF PAYMENTS Section 6.01 Termination Generally.
Subject to this Article VI, on termination of a Participant153s employment with
the Company and the Affiliated Employers prior to (i) January 20, 2013, with
respect to the payment described in Section 3.01(a), or (ii) January 20, 2014,
with respect to the payment described in Section 3.01(b), such Participant shall
not be entitled to any payment under the Plan. Section 6.02 Death, Disability,
Qualifying Termination or Qualifying Transaction. On an Acceleration Event with
respect to a Participant, such Participant shall be entitled to a prorated
payment which shall be determined by assuming that the portion of Participant153s
Account Balance that would have otherwise been paid in accordance with Section
3.01(a) and Section 3.01(b) are separate awards under the Plan, and each
separate award shall be multiplied by a fraction, the numerator of which is
equal to the number of days in the period commencing on the Award Date and
ending on the date of the Acceleration Event, and the denominator of which is
the period commencing on the Award Date and ending on (i) January 20, 2013,
which respect to the portion of Participant153s Account Balance that would have
otherwise been paid in accordance with Section 3.01(a), and (ii) January 20,
2014, with respect to the portion of Participant153s Account Balance that would
have otherwise been paid in accordance with Section 3.01(b), and such prorated
payment shall be made as soon as is administratively practicable after the date
of the Acceleration Event. 6

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Section 6.03 Retirement. If Participant153s Retirement occurs on or prior to
January 20, 2013, such Participant shall be entitled to a prorated payment which
shall be determined by assuming that the portion of Participant153s Account
Balance that would have otherwise been paid in accordance with Section 3.01(a)
and Section 3.01(b) are separate awards under the Plan, and each separate award
shall be multiplied by a fraction, the numerator of which is equal to the number
of days in the period commencing on the Award Date and ending on the date of
Participant153s Retirement, and the denominator of which is the period commencing
on the Award Date and ending on (i) January 20, 2013, which respect to the
portion of Participant153s Account Balance that would have otherwise been paid in
accordance with Section 3.01(a), and (ii) January 20, 2014, with respect to the
portion of Participant153s Account Balance that would have otherwise been paid in
accordance with Section 3.01(b), and such prorated payment shall be made to
Participant as soon as is administratively practicable after January 20, 2013
but in no event later than March 15, 2013. If Participant153s Retirement occurs
after January 20, 2013, Participant shall be entitled to a prorated payment in
an amount equal to Participant153s Account Balance, determined as of the date of
Participant153s Retirement, multiplied by a fraction, the numerator of which is
equal to the number of days in the period commencing on the Award Date and
ending on the date of Participant153s Retirement, and the denominator of which is
the period commencing on the Award Date and ending on January 20, 2014, and such
prorated payment shall be made to Participant as soon as is administratively
practicable after January 20, 2014 but in no event later than March 15, 2014.
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
January 20, 2014, such Participant (i) is employed by a Significant Competitor
or (ii) 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
6.04 Approved Leave of Absence. If prior to January 20, 2014 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, Participant153s Award will be
forfeited and Participant shall not be entitled to any payment under the Plan;
or 7

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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, 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 Participant153s employment terminates due to
Retirement, such Participant shall be entitled to payments, if any, under the
Plan in accordance with Section 6.02 or 6.03, as applicable. Section 6.05
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 6.05. (a) Gross Misconduct. Without limiting Section 6.01,
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 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. 8

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(d) Compliance with Regulatory Requirements. Payment or accrual of any
portion of an 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 (A) 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, (B) comply with
the listing requirements of any stock exchange on which the Company153s common
stock is traded or (C) comply with or enable the Company to qualify for any
government loan, subsidy, investment or other program. 9

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ARTICLE VII NON-TRANSFERABILITY Section 7.01 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 VIII ADMINISTRATION Section 8.01 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. (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 8.02 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. 10

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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 6.05(d). 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 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. 11

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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. (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 Treasury Regulation Section 1.409A-1(h)), 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 Section 4.01, 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. 12

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