Citigroup (C)

ADMINISTRATION

Section 6.01 Plan Administration. The Plan shall be administered by the Committee. The Committee shall have discretionary authority to interpret the Plan, to make all legal and factual determinations, and to determine all questions arising in the administration of the Plan, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards, subject to the limitations contained in Section 7.01 and Section 8.09. Each interpretation, determination or other action made or taken pursuant to the Plan by the Committee shall be final and binding on all persons, subject to the provisions of Section 8.07 hereof concerning arbitration. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers of the Company some or all of its authority over the administration of the Plan.

Section 6.02 Indemnification. The Committee and each of its delegates shall not be liable to any Participant for any action or determination. The members of the Committee and each of its delegates shall be indemnified by the Company to the maximum extent allowed by the law of the state in which the Company is incorporated against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan. Such right of indemnification shall be in addition to any other contractual or statutory right of indemnification which the members of the Committee and each of its delegates otherwise may have against the Company in accordance with the Company’s by-laws, certificate of incorporation or otherwise.

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ADMINISTRATION

Section 6.01 Plan Administration. The Plan shall be administered by the Committee. The Committee shall have discretionary authority to interpret the Plan, to make all legal and factual determinations, and to determine all questions arising in the administration of the Plan, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards, subject to the limitations contained in Section 7.01 and Section 8.09. Each interpretation, determination or other action made or taken pursuant to the Plan by the Committee shall be final and binding on all persons, subject to the provisions of Section 8.07 hereof concerning arbitration. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers of the Company some or all of its authority over the administration of the Plan.

Section 6.02 Indemnification. The Committee and each of its delegates shall not be liable to any Participant for any action or determination. The members of the Committee and each of its delegates shall be indemnified by the Company to the maximum extent allowed by the law of the state in which the Company is incorporated against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan. Such right of indemnification shall be in addition to any other contractual or statutory right of indemnification which the members of the Committee and each of its delegates otherwise may have against the Company in accordance with the Company’s by-laws, certificate of incorporation or otherwise.

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ADMINISTRATION

Section 6.01    Plan Administration. The Plan shall be administered by the Committee. The Committee shall have discretionary authority to interpret the Plan, to make all legal and factual determinations, and to determine all questions arising in the administration of the Plan, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards, subject to the limitations contained in Section 7.01. Each interpretation, determination or other action made or taken pursuant to the Plan by the Committee shall be final and binding on all persons, subject to the provisions of Section 8.07 hereof concerning arbitration. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers of the Company some or all of its authority over the administration of the Plan.

Section 6.02    Indemnification. The Committee and each of its delegates shall not be liable to any Participant for any action or determination. The members of the Committee and each of its delegates shall be indemnified by the Company to the maximum extent allowed by the law of the state in which the Company is incorporated against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan. Such right of indemnification shall be in addition to any other contractual or statutory right of indemnification which the members of the Committee and each of its delegates otherwise may have against the Company in accordance with the Company’s by-laws, certificate of incorporation or otherwise.

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