Citigroup (C)

Employed Related Personnel and employees of NCS who are actually transferred to the New Securities Company as a result of the Demergers in each case equivalent to such Employed Related Personnel’s or employee of NCS’s terms and conditions of employment as of the Closing Date (as disclosed to the Purchaser) for one year after the Closing.  In order to comply with Part 2, Article 2, Paragraph 4, Item (c), Sub item (b) of the Labor Succession Guideline, each of NCS and NCL, on the one hand, and the Purchaser, on the other, shall cooperate in good faith and use commercially reasonable efforts (i) to set up a contract-type defined-benefit pension plan (kiyaku-gata kakutei-kyufu kigyo nenkin) for the Employed Related Personnel who are transferred to the New Securities Company as a result of the NCL Demerger or to include such Employed Related Personnel in the Purchaser group’s existing contract-type defined-benefit pension plan (in either case, the “New Pension Plan” for NCL) (including (x) making the appropriate arrangements with the asset management institution (shisan-kanri-unyo-kikan) handling the contract-type defined-benefit pension of NCL, and (y) obtaining the approval of the Minister of Health, Labor and Welfare pursuant to Article 3 Paragraph 1 Item 1 or Article 6 Paragraph 1 of the Defined-Benefit Pension Act) and (ii) to set up a defined-contribution pension plan (kakutei-kyoshutsu kigyo nenkin) for the employees of NCS or to include such employees of NCS in the Purchaser group’s existing defined-contribution pension plan (in either case, the “New Pension Plan” for NCS) (including (a) making the appropriate arrangements with the asset management institution (shisan-kanri-unyo-kikan) handling the defined-contribution pension of NCS, and (b) obtaining the approval of the Minister of Health, Labor and Welfare pursuant to Article 3 Paragraph 1 or Article 5, Paragraph 1 of the Defined-Contribution Pension Act).  The terms and conditions of the New Pension Plan for NCL shall be equivalent to the terms of the pension plan applicable to such Employed Related Personnel in place as of the Closing Date, and in which the enrollment terms of the Employed Related Personnel for the New Pension Plan for NCL shall be calculated by summing up the employment period in NCL on or before the Closing Date and employment period in the New Securities Company after the Closing Date.  The terms and conditions of the New Pension Plan for NCS shall be equivalent to the terms of the pension plan applicable to the employees of NCS in place as of the Closing Date, and in which the enrollment terms of the employees of NCS for the New Pension Plan for NCS shall be calculated by summing up the employment period in NCS on or before the Closing Date and employment period in the New Securities Company after the Closing.  Notwithstanding the foregoing, subject to the consent of the relevant Employed Related Personnel, the Sellers and the Purchaser may include any such consenting Employed Related Personnel in the Purchaser group’s existing pension plan, which is not a contract-type defined-benefit pension plan.

(d)           The Sellers may, prior to the Closing, cause any or all of the Citi Seconded Personnel listed on Part B of Schedule IV to be transferred to, and employed by, NCS on terms and conditions that are equivalent to such Citi Seconded Personnel’s current terms of employment (as disclosed to the Purchaser) and such Citi Seconded Personnel shall then be transferred to the New Securities Company as a result of the NCS Demerger.