Citigroup (C)

AMENDMENT AND TERMINATION

Section 7.01 Right to Amend or Terminate the Plan. The Committee may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, provided that no such alteration, amendment, modification, suspension or termination shall cause an Award or any portion of an Account or the Plan to become subject to (if not already subject to), or violate, Section 409A. No further Awards will be made after the effective date of termination of the Plan. Following such termination, payment in respect of each Participant’s Accounts will be made as provided in Section 7.02. Without limiting the foregoing, the Company shall have the authority (but shall not be obligated) to make alterations, amendments or modifications to the Plan at any time in its sole discretion that are non-material or that are necessary to comply with changes in applicable legal, tax, accounting or other regulatory requirements applicable to the Plan or the Awards, in each case as reasonably determined by the Company. To the extent the Committee or the Company deems it necessary or appropriate to modify or amend an Award or the Plan pursuant to this Section 7.01, the Participants shall receive a supplemental communication describing such changes. For the avoidance of doubt, no action permitted to be taken by the Committee or the Company, as applicable, pursuant to this Section 7.01 shall require the consent of any Participant.

Section 7.02 Action Following Termination of the Plan. Upon termination of the Plan, the Committee may take such action with respect to each Participant’s Accounts as it reasonably determines is necessary or desirable. No termination of the Plan will give rise to a claim of constructive termination of employment by any Participant.

Section 7.03 Sub Plans. The Company may, in its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan, which shall provide for participation in the Plan by Eligible Executives employed outside of the United States. Each Sub Plan shall comply with local laws applicable to retention plans. The Plan shall be a separate and independent plan from the Sub Plans.

21. Amendment and Termination

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21. Amendment and Termination

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AMENDMENT AND TERMINATION

Section 7.01 Right to Amend or Terminate the Plan. The Committee may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, provided that no such alteration, amendment, modification, suspension or termination shall cause an Award or any portion of an Account or the Plan to become subject to (if not already subject to), or violate, Section 409A. No further Awards will be made after the effective date of termination of the Plan. Following such termination, payment in respect of each Participant’s Accounts will be made as provided in Section 7.02. Without limiting the foregoing, the Company shall have the authority (but shall not be obligated) to make alterations, amendments or modifications to the Plan at any time in its sole discretion that are non-material or that are necessary to comply with changes in applicable legal, tax, accounting or other regulatory requirements applicable to the Plan or the Awards, in each case as reasonably determined by the Company. To the extent the Committee or the Company deems it necessary or appropriate to modify or amend an Award or the Plan pursuant to this Section 7.01, the Participants shall receive a supplemental communication describing such changes. For the avoidance of doubt, no action permitted to be taken by the Committee or the Company, as applicable, pursuant to this Section 7.01 shall require the consent of any Participant.

Section 7.02 Action Following Termination of the Plan. Upon termination of the Plan, the Committee may take such action with respect to each Participant’s Accounts as it reasonably determines is necessary or desirable. No termination of the Plan will give rise to a claim of constructive termination of employment by any Participant.

Section 7.03 Sub Plans. The Company may, in its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan, which shall provide for participation in the Plan by Eligible Executives employed outside of the United States. Each Sub Plan shall comply with local laws applicable to retention plans. The Plan shall be a separate and independent plan from the Sub Plans.

AMENDMENT AND TERMINATION

Section 7.01    Right to Amend or Terminate the Plan. The Committee may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, provided that no such alteration, amendment, modification, suspension or termination shall cause an Award or any portion of an Account or the Plan to become subject to (if not already subject to), or violate, Section 409A. No further Awards will be made after the effective date of termination of the Plan. Following such termination, payment in respect of each Participant’s Accounts will be made as provided in Section 7.02. Without limiting the foregoing, the Company shall have the authority (but shall not be obligated) to make alterations, amendments or modifications to the Plan at any time in its sole discretion that are non-material or that are necessary to comply with changes in applicable tax, accounting or other regulatory requirements applicable to the Plan, in each case as reasonably determined by the Company. To the extent the Committee or the Company deems it necessary or appropriate to modify or amend an Award or the Plan pursuant to this Section 7.01, the Participants shall receive a supplemental communication describing such changes. For the avoidance of doubt, no action permitted to be taken by the Committee or the Company, as applicable, pursuant to this Section 7.01 shall require the consent of any Participant.

Section 7.02    Action Following Termination of the Plan. Upon termination of the Plan, the Committee may take such action with respect to each Participant’s Accounts as it reasonably determines is necessary or desirable. No termination of the Plan will give rise to a claim of constructive termination of employment by any Participant.

Section 7.03    Sub Plans. The Company may, in its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan, which shall provide for participation in the Plan by Eligible Executives employed outside of the United States. Each Sub Plan shall comply with local laws applicable to retention plans. The Plan shall be a separate and independent plan from the Sub Plans.

21.    Amendment and Termination

The Plan may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without stockholder approval, if stockholder approval is required under then applicable law, including any applicable tax, stock exchange or accounting rules, and further provided that no amendment to the Plan shall violate the prohibition on repricing contained in Section 4(d). With respect to Awards subject to Section 409A of the Code, unless the Committee determines otherwise, any amendment, suspension or termination of the Plan shall conform to the requirements of Section 409A of the Code. No termination, suspension or amendment of the Plan shall adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant’s written consent. Unless terminated earlier by the Board, the Plan will terminate on April 30, 2009.