Citigroup (C)

of these data centre assets and the Frankfurt data centre real estate substantially on the terms set out in Schedule 4 (the “Data Centre Transfer”).

(F)                              Citicorp Deutschland is the sole shareholder of Citigroup Global Markets Management AG (“CGMM”), a company incorporated in Germany having its seat in Frankfurt am Main and registered in the commercial register of the Local Court Frankfurt am Main under No. HRB 57153 and the general partner of Citigroup Global Markets Deutschland AG & Co. KGaA (“CGMD”), a partnership limited by shares incorporated in Germany having its seat in Frankfurt am Main and registered in the commercial register of the Local Court Frankfurt am Main under No. HRB 57295, the German entity of the Seller’s Global Corporate and Investment Bank. Citicorp Deutschland intends to, in its sole discretion, either (i) spin-off all of its shares in CGMM and CGMD, its interests in the Investment Bank Profit Pooling Agreements (as defined below) and all of its silent partner interests in CGMD substantially on the terms set out in Schedule 5 or (ii) sell such shares and silent partner interest to the Seller in accordance with Clause 7.3.6 (the “Investment Bank Carve-out”).

(G)                             Citibank Privatkunden owns and operates a branch in London and intends to transfer certain assets of the branch, together with the employment arrangements of certain specified employees, substantially on the terms set out in Schedule 6 (the “London Branch Transfer”).

(H)                            Citibank Privatkunden is the sole shareholder of Citi Kartendienstleistungs GmbH (“CKG”), a company incorporated in Germany having its seat in Düsseldorf and registered in the commercial register of the Local Court Düsseldorf under No. HRB 56824, the German entity of the Seller’s Diners Cards business. Citibank Privatkunden intends to, in its sole discretion, either (i) sell all of the shares in CKG and the Diner’s card issuing business (“CIB”)  operated by Citibank Privatkunden to a Seller Affiliate or (ii) spin-off all of the shares in CKG to a Seller Affiliate and hive down CIB to CKG, in each case, in accordance with an agreement a draft of which is set out in Schedule 7 (the “CKG Transfer” and, together with the Data Centre Transfer, the Investment Bank Carve-out and the London Branch Transfer, the “Preliminary Reorganisations”).

(I)                                 The Group Companies participate in a Contractual Trust Arrangement (“CTA”) of the Seller’s group together with certain of the Seller’s Affiliates in order to externally fund certain pension obligations of the Group Companies based on direct commitments (Direktzusage) including deferred compensation (Entgeltumwandlung) according to the Pension Schemes (Schedule 11.12.6) and old-age part-time (Altersteilzeit) obligations (collectively the “Pension Commitments”). For this purpose, certain assets that serve to fulfil the Pension Commitments (the “Pension Assets”) are held by Citibank Pension Fund e.V. as trustee (treuhänderisch) on behalf of the relevant Group Companies. It is intended that the joint participation by the Group Companies and the Seller’s Affiliates in the CTA prior to Closing will be terminated and the Pension Assets will be transferred to a new CTA in accordance with the provisions set out in Schedules 21 and 21.1 – 21.5 (the “CTA Transfer”).

(J)                                The Seller and certain of the Seller’s Affiliates have granted financing loans to the Group Companies. Furthermore, the Seller and the Target Companies are parties to the domination and profit and loss pooling agreements listed in Part A of Schedule 8 (each a “Target Company Profit Pooling Agreement” and, collectively, the “Target Company Profit Pooling Agreements”) and Citicorp Deutschland and the Subsidiaries are parties to the domination and profit and loss pooling agreements listed in Part B of Schedule 8 (such agreements together with the Target Company Profit Pooling Agreements, the “Profit

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