Consulting Agreement AGREEMENT dated as of this 21" day of November, 2011, by and between D. E. Shaw & Co., L.P., a Delaware limited partnership, and Lawrence Summers (the "Senior Adviser"). WHEREAS, for purposes of this Agreement, the following capitalized terms have the meanings ascribed to them below (certain other capitalized terms are defined in other sections of this Agreement): "Company" means D. E. Shaw & Co., LP. (solely with respect to the period in which it retains the Senior Adviser) and, as applicable, any other member of the D. E. Shaw Group that has retained or may in the future retain the Senior Adviser. "D. E. Shaw Group' means, collectively: (a) D. E. Shaw & Co., L.P. and D. E. Shaw & Co., LLC.; (b) D. E. Shaw & Co., Inc. and D. E. Shaw & Co.!!, Inc. (the general partner and managing member, respectively, of the foregoing); (c) any entity, mast, or unincorporated association that any of the foregoing owns, directly or indirectly and in whole or in part, or for which any of the foregoing acts, directly or indirectly, as general partner, manager, managing member, investment manager, or management company; and (d) any affiliate of any of the foregoing or of David E. Shaw. WHEREAS, the Company desires to retain (or to continue to retain) the Senior Adviser on the terms and conditions hereinafter set forth, and the Senior Adviser is willing to undertake (or to continue to undertake) the tasks requested by the Company upon such terms and conditions; NOW, THEREFORE, in consideration of the foregoing and in consideration of their mutual promises and agreements contained herein, the parties hereto agree as follows: 1. Term of Agreement (a) Term. The term of this Agreement (the "Term") shall commence (or has commenced) on September 13, 2011, and shall continue until December 31, 2012 (the "Termination Date"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement may be terminated by either party upon notice