Exhibit 10.08.2
AMENDMENT TO THE CITIGROUP
EMPLOYEE INCENTIVE PLAN, AMENDED
AND RESTATED AS OF APRIL 17,
2001
Pursuant to approval by the
Personnel and Compensation Committee of the Board of Directors of
Citigroup Inc., the Citigroup Employee Incentive Plan, amended and
restated as of April 17, 2001, and as further amended
effective as of October 17, 2006 (the “Plan”), is
hereby amended, effective January 1, 2009, to read as
follows:
I.
All awards that are outstanding
under the Plan as of January 1, 2009 and which are subject to
Section 409A of the Internal Revenue Code of 1986, as amended,
shall operated in compliance with the terms of the Plan, as amended
herein, notwithstanding anything to contrary in an applicable award
agreement.
II.
The definition of
“Subsidiary” in Section 2 of the Plan is hereby
amended to read as follows:
“Subsidiary” shall mean any entity that is directly or
indirectly controlled by the Company or any entity, including an
acquired entity, in which the Company has a significant equity
interest, as determined by the Committee in its sole discretion,
provided that with respect to any Award that is subject to
Section 409A of the Code, “ Subsidiary ”
shall mean a corporation or other entity in a chain of corporations
or other entities in which each corporation or other entity,
starting with the Company, has a controlling interest in another
corporation or other entity in the chain, ending with such
corporation or other entity. For purposes of the preceding
sentence, the term “controlling interest” has the same
meaning as provided in Section 1.414(c)-2(b)(2)(i) of the
Treasury Regulations, provided that the language “at
least 50 percent” is used instead of “at least 80
percent” each place it appears in
Section 1.414(c)-2(b)(2)(i) of the Treasury
Regulations.
III.
The penultimate sentence of
Section 3(a) of the Plan is amended to read as
follows:
The Committee may accelerate or
defer the vesting or payment of Awards, cancel or modify
outstanding Awards, waive any conditions or restrictions imposed
with respect to Awards or the Common Stock issued pursuant to
Awards and make any and all other determinations that it deems
appropriate with respect to the administration of the Plan, subject
to the limitations contained in Section 409A of the Code with
respect to all Participants.
IV.
The Section 4(d) of the Plan is
amended by adding a clause to the end thereof, which shall read as
follows:
, subject to the limitations
contained in Section 409A of the Code, if
applicable.
V.
Section 8 of the Plan is hereby
amended by adding a sentence to the end thereof, which shall read
as follows:
Notwithstanding the foregoing, if
the payment or crediting of dividends or dividend equivalents is in
respect of an Award that is subject
