Citigroup (C)

ACTION OF THE SENIOR HUMAN RESOURCES OFFICER

Pursuant to the authority granted by the Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. (“Citigroup”), the Senior Human Resources Officer of Citigroup authorizes the following amendment to be made to Section 12 of the Citigroup Inc. Management Committee Long-Term Incentive Plan (“MCLTIP”) Award Agreement to permit the payment of vested awards under the MCLTIP that would never be deductible by Citigroup Inc. under Section 162(m) of the Internal Revenue Code as a result of the Emergency Economic Stabilization Act of 2008:

ACTION OF THE SENIOR HUMAN RESOURCES OFFICER

Pursuant to the authority granted by the Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. (“Citigroup”), the Senior Human Resources Officer of Citigroup authorizes the following amendment to be made to Section 12 of the Citigroup Inc. Management Committee Long-Term Incentive Plan (“MCLTIP”) Award Agreement to permit the payment of vested awards under the MCLTIP that would never be deductible by Citigroup Inc. under Section 162(m) of the Internal Revenue Code as a result of the Emergency Economic Stabilization Act of 2008:

ACTION OF THE SENIOR HUMAN RESOURCES OFFICER

I, Michael Schlein, Senior Human Resources Officer of Citigroup Inc. (the "Corporation"), under authority delegated to me by the Personnel, Compensation and Directors Committee ("PCDC") of the Board of Directors of Citigroup and under authority granted the PCDC by the Board of Directors of Citigroup Inc., hereby authorize the following actions in the name of, and on behalf of the Corporation:

Effective for plan years beginning on or after January 1, 2002, there shall be no further benefit accruals based upon the plan year compensation for the following plans with the exceptions noted:

This resolution shall not affect the calculation of vesting under any of the foregoing plans.