Citigroup (C)

17. Compliance with Emergency Economic Stabilization Act of 2008.  Participant acknowledges that if Participant and any Award or payment governed by this Agreement are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations or interpretations that may from time to time be promulgated thereunder (“EESA”), then any Award or payment of any kind provided for by this Agreement must comply with EESA, and that this Agreement shall be interpreted or reformed as determined by the Committee to so comply.  Participant hereby agrees that if the Award or any payment pursuant to this Agreement would violate EESA, or may in the judgment of the Company limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program or the Capital Purchase Program, or to qualify for any other relief under EESA, Participant shall be deemed to have waived his or her right to the Award and any such payment.  In addition, if applicable, Participant acknowledges and agrees that any Award or payment governed by this Agreement is subject to forfeiture or repayment (i) if the Award or payment is 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) if Participant materially violates any risk limits established or revised by [senior management, a business head and/or a risk management department, or any balance sheet or working or regulatory capital guidance provided by a business head][a “senior risk officer” (as defined under EESA)]; or (iii) if Participant is terminated for misconduct that occurred during the period in which the award was earned.  Participant agrees that a financial statement or performance metric shall be treated as materially inaccurate for these purposes if Participant knowingly engaged in providing inaccurate information (including knowingly failing to timely correct inaccurate information) relating to those financial statements or performance metrics.  If applicable, Participant also hereby grants to the U.S. Treasury and the Company a waiver releasing the U.S. Treasury and the Company from any claims that Participant may have as a result of the issuance of any regulations which modify, or cause the modification of, the terms of any award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury pursuant to EESA. [In accordance with but not limited to the foregoing, Participant agrees that the Committee, pursuant to its authority under the Plan, may change the terms of any award as it deems necessary, in its sole discretion, to comply with or satisfy any legal, regulatory or governmental requirements or directives or to qualify for any government loan, investment, subsidy or program.]

 

16. Compliance with Emergency Economic Stabilization Act of 2008.  Participant acknowledges that if Participant and any Award governed by this Agreement are subject to Section 111 of the Emergency Economic Stabilization Act of 2008 and any regulations or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by this Agreement must comply with EESA, and that this Agreement shall be interpreted or reformed to so comply.  If the making of any payment pursuant to this Agreement would violate EESA, or if the making of such payment may in the judgment of the Company limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program, the Capital Purchase Program, or to qualify for any other relief under EESA, Participant shall be deemed to have waived his or her right to such payment.  In addition, if applicable, Participant acknowledges that the Award is subject to forfeiture or repayment if the Award is based on performance metrics that are materially inaccurate.  If applicable, Participant also hereby grants to the U. S. Treasury and the Company a waiver releasing the U.S. Treasury and the Company from any claims that Participant may otherwise have as a result of the issuance of any regulations which adversely modify the terms of an Award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury pursuant to EESA.