Citigroup (C)

ACCOUNTS

Section 3.01 Maintenance of Accounts and Crediting of Awards.

(a) The Company will maintain an Account for each Participant in respect of each Fiscal Year for which the Participant is granted an Award in accordance with Section 2.01.

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Each Account will be credited on the applicable Award Date with the amount of the Participant’s Award in respect of the Fiscal Year, and shall be thereafter adjusted to reflect notional gains and losses pursuant to Section 3.02.

Section 3.02 Notional Investment of Account Balances.

(a) Awards will be credited with a return (positive or negative) (the “Return”) on a monthly basis, or such other schedule as the Committee shall determine in its sole discretion, to reflect the equivalent of the earnings and losses that a Participant’s Account would have experienced had such amounts actually been invested in the Investment Option.

(b) The Committee shall identify the Investment Option periodically made available for the notional investment of Accounts, and shall periodically communicate the available Investment Option to Participants. The Committee may alter, modify, eliminate or replace an Investment Option and, if it does so, it may provide affected Participants a different and/or modified Investment Option in place of the Investment Option being altered, modified, eliminated or replaced.

(c) Unless the Committee determines otherwise, each Account will be deemed invested in the Investment Option from the first day of the month following applicable Award Date through the end of the month of the earlier of (i) the month in which the applicable Vesting Date occurs, in the case of payment pursuant to Section 4.01, or (ii) the month in which an Accelerated Vesting Event occurs, in the case of payment pursuant to Section 5.02(a). Accelerated Vesting Events shall in all instances be subject to the provisions of Section 8.09 hereof.

(d) Each Account shall be adjusted periodically to reflect the equivalent of the earnings, gains and losses that the Account would have experienced had the Account actually been invested in the Investment Option.

Section 3.03 Vesting. Subject to Article V, twenty-five percent (25%) of a Participant’s Award and the Return thereon will vest on January 20, 2010, January 20, 2011, January 20, 2012 and January 20, 2013 (each, a “Vesting Date”).

ACCOUNTS

Section 3.01 Maintenance of Accounts and Crediting of Awards.

(a) The Company will maintain an Account for each Participant in respect of each Fiscal Year for which the Participant is granted an Award in accordance with Section 2.01.

2

Each Account will be credited on the applicable Award Date with the amount of the Participant’s Award in respect of the Fiscal Year, and shall be thereafter adjusted to reflect notional gains and losses pursuant to Section 3.02.

Section 3.02 Notional Investment of Account Balances.

(a) Awards will be credited with a return (positive or negative) (the “Return”) on a monthly basis, or such other schedule as the Committee shall determine in its sole discretion, to reflect the equivalent of the earnings and losses that a Participant’s Account would have experienced had such amounts actually been invested in the Investment Option.

(b) The Committee shall identify the Investment Option periodically made available for the notional investment of Accounts, and shall periodically communicate the available Investment Option to Participants. The Committee may alter, modify, eliminate or replace an Investment Option and, if it does so, it may provide affected Participants a different and/or modified Investment Option in place of the Investment Option being altered, modified, eliminated or replaced.

(c) Unless the Committee determines otherwise, each Account will be deemed invested in the Investment Option from the first day of the month following applicable Award Date through the end of the month of the earlier of (i) the month in which the applicable Vesting Date occurs, in the case of payment pursuant to Section 4.01, or (ii) the month in which an Accelerated Vesting Event occurs, in the case of payment pursuant to Section 5.02(a). Accelerated Vesting Events shall in all instances be subject to the provisions of Section 8.09 hereof.

(d) Each Account shall be adjusted periodically to reflect the equivalent of the earnings, gains and losses that the Account would have experienced had the Account actually been invested in the Investment Option.

Section 3.03 Vesting. Subject to Article V, twenty-five percent (25%) of a Participant’s Award and the Return thereon will vest on January 20, 2010, January 20, 2011, January 20, 2012 and January 20, 2013 (each, a “Vesting Date”).

ACCOUNTS

Section 3.01    Maintenance of Accounts and Crediting of Awards.

(a)        The Company will maintain an Account for each Participant in respect of each Fiscal Year for which the Participant is granted an Award in accordance with Section 2.01. Each Account will be credited on the applicable Award Date with the amount of the Participant’s Award in respect of the Fiscal Year, and shall be thereafter adjusted to reflect notional gains and losses pursuant to Section 3.02.

Section 3.02    Notional Investment of Account Balances.

(a)        The Committee shall identify the Investment Option periodically made available for the notional investment of Accounts, and shall periodically communicate the available Investment Option to Participants. The Committee may alter, modify, eliminate or replace an Investment Option and, if it does so, it may provide affected Participants a different and/or modified Investment Option in place of the Investment Option being altered, modified, eliminated or replaced.

(b)        Each Account will be deemed invested in the Investment Option from the applicable Award Date through the last business day immediately preceding the earlier of (i) the payment date of the Award in respect of such Account, or (ii)an Accelerated Vesting Event, in the case of payment pursuant to Section 5.02(a).

(c)        Unless otherwise provided by the Company, each Account shall be adjusted no less frequently than annually to reflect the equivalent of the earnings, gains and losses that the Account would have experienced had the Account actually been invested in the Investment Option.