Common use of Committee Negative Discretion Clause in Contracts

Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant full year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the Agreement) but may not increase it. Final Award determination pursuant to Section 5 of the 2007 Performance Units Agreement (the “2007 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 Agreement. Final Award calculation pursuant to Section 6 of the 2007 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the level of performance achieved by the A&L Unit with respect to the Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2007 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. This Schedule will be applied in order to determine the Annual Potential Payout Percentage for 2007. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to the benchmark index as set forth in the following table, with interpolated percentages for performance between the indicated points on the table rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%) so that the payout calculation schedule operates on a sliding scale; provided, however, that in no event will an Annual Potential Payout Percentage be greater than 200% or less than 0%. 40 basis points or higher 200 % 20 basis points 150 % 0 basis points (at benchmark) 100 % -10 basis points 40 % -15 basis points or below 0 % The annual performance referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit for the given year as compared to the applicable Benchmark Performance Index as defined by the 2007 Agreement for that year. This annual performance is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark index performance, with 0 basis points indicating performance at the benchmark index level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2007 Agreement, the “annual performance” referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit as compared to the Benchmark Performance Index applicable in accordance with the 2007 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2007 Agreement.

Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant full year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may (other than during a CIC Coverage Period) decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the Agreement) but may not increase it. Final Award determination pursuant to Section 5 of the 2007 2006 Performance Units Unit Agreement (the “2007 2006 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 2006 Agreement. Final Award calculation pursuant to Section 6 of the 2007 2006 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the level of performance degree to which the corporate Performance Goals have been achieved by the A&L Unit with respect to the Performance CriteriaUnit, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2007 2006 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. The Schedule established by the Committee at the time it authorized the 2006 Performance Units grant applies to the 2006 and 2007 performance years. This revised Schedule will be applied in order to determine the Annual Potential Payout Percentage for 20072008. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to the benchmark performance index as set forth in the following table, with percentages interpolated percentages for performance between the points indicated points on the table table, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%) so that the payout calculation schedule operates on a sliding scale; provided, however, that in ). In no event will an Annual Potential Payout Percentage be greater than 200% or less than 0%. 40 +40 basis points or higher 200 % 20 +20 basis points 150 % 0 basis points (at benchmark) to -25 basis points 100 % -10 -35 basis points 40 % -15 -40 basis points or below 0 % The annual performance referred to in the table above for a given full year is the level of financial return from investing activities achieved by the A&L Unit for the given that year as compared to the applicable Benchmark Performance Index as defined by the 2007 2006 Agreement for that year. This annual performance is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark index performance, with 0 basis points indicating performance at the benchmark index level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2007 2006 Agreement, the “annual performance” referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit as compared to the Benchmark Performance Index applicable in accordance with the 2007 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2007 2006 Agreement as compared to the Benchmark Performance Index applicable in accordance with the 2006 Agreement.

Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant full year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the 2007 Agreement) but may not increase it. Final Award determination pursuant to Section 5 of the 2007 2006 Performance Units Unit Agreement (the “2007 2006 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 2006 Agreement. Final Award calculation pursuant to Section 6 of the 2007 2006 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the level of performance degree to which the corporate Performance Goals have been achieved by the A&L Unit with respect to the Performance CriteriaUnit, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2007 2006 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. This Schedule will be applied in order to determine the Annual Potential Payout Percentage Percentages for 2006 and 2007. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to the benchmark index as set forth in the following table, with interpolated percentages for performance between the indicated points on the table rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%) so that the payout calculation schedule operates on a sliding scale; provided, however, that in no event will an Annual Potential Payout Percentage be greater than 200% or less than 0%. 40 basis points or higher 200 % 20 basis points 150 % 0 basis points (at benchmarkBenchmark) 100 % -10 basis points 40 % -15 basis points or below 0 % The annual performance referred to in the table above is the level of financial return returns from investing and proprietary trading activities achieved by the A&L Unit for the given year as compared to the applicable Benchmark Performance Index as defined by the 2007 2006 Agreement for that year. This annual performance is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark index performance, with 0 basis points indicating performance at the benchmark index level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2007 2006 Agreement, the “annual performance” referred to in the table above is the level of financial return returns from investing and proprietary trading activities achieved by the A&L Unit as compared to the Benchmark Performance Index applicable in accordance with the 2007 2006 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2007 2006 Agreement.

Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant full year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the 2007 Agreement) but may not increase it. Final Award determination pursuant to Section 5 of the 2007 Performance Units Agreement (the “2007 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 Agreement. Final Award calculation pursuant to Section 6 of the 2007 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the level levels of performance achieved by the A&L Unit with respect to the Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2007 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. This The Schedule established by the Committee at the time it authorized the 2007 Performance Units grant applies to the 2007 performance year. Beginning with the year 2008 and unless and until further amended prospectively by the Committee, this revised Schedule will be applied in order to determine the full Annual Potential Payout Percentage for 2007all other full years in the Performance Period and, where applicable, the Limited-Year Annual Potential Payout Percentage for any partial year period where there is a limitation of the overall performance period required by the 2007 Agreement and such limited performance period includes a partial year. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to the benchmark performance index as set forth in the following table, with percentages interpolated percentages for performance between the points indicated points on the table table, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%) so that the payout calculation schedule operates on a sliding scale; provided, however, that in ). In no event will an Annual Potential Payout Percentage be greater than 200% or less than 0%. 40 +40 basis points or higher 200 % 20 +20 basis points 150 % 0 basis points (at benchmark) to -25 basis points 100 % -10 -35 basis points 40 % -15 -40 basis points or below 0 % The annual performance referred to in the table above for a given full year is the level of financial return from investing activities achieved by the A&L Unit for the given that year as compared to the applicable Benchmark Performance Index as defined by the 2007 Agreement for that year. This annual performance is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark index performance, with 0 basis points indicating performance at the benchmark index level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2007 Agreement, the “annual performance” referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit as compared to the Benchmark Performance Index applicable in accordance with the 2007 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2007 Agreement as compared to the Benchmark Performance Index applicable in accordance with the 2007 Agreement.