Citigroup (C)

Certain terms and conditions of your Reload Option are summarized below (see your original grant agreement, the Prospectus and any subsequent prospectus supplements for complete details and the specific terms governing your grant):

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The Reload Option, whether vested or unvested, may be canceled when your employment terminates, depending on the reason for termination.



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The vesting of your Reload Option and your right to exercise your Reload Option may be suspended during any break in your employment.



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You may be entitled to exercise your Reload Option using the reload option exercise method, by which you may receive a new reload option grant; however, you will not be able to use the reload option exercise method following a termination of your employment.



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If you resign, or if your employment is terminated by the Company because of your "gross misconduct," your Reload Option will be canceled on your termination date.

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If the Company terminates your employment involuntarily for a reason other than your "gross misconduct," the vesting of your Reload Option will stop, and you will have up to 30 days from your termination date (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the expiration date of your Reload Option.



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If you terminate your employment under an "age and years of service" provision applicable to your Reload Option, vesting of your Reload Option may be accelerated, and you will have up to two (2), three (3), or five (5) years from your termination date (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the expiration date of your Reload Option.



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For purposes of the Reload Option, your employment shall be deemed terminated as of the last day of your active service with the Company, regardless of any entitlement to notice, payment in lieu of notice, severance pay, termination pay, pension payment, or the equivalent that may be provided by any other plan, contract, or law.



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If you die, the vesting of your Reload Option may stop or be accelerated and/or your estate will have up to two (2) or five (5) years from the date of your death (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the expiration date of your Reload Option.



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During a statutory leave of absence, the vesting of your Reload Option will continue and you can exercise your Reload Option during such leave, but not later than the expiration date of your Reload Option, provided that such leave is approved by management of Participant's business unit, is provided by applicable law and taken in accordance with such law and applicable Company policy.



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If you are on a personal leave of absence, or if you are on a statutory leave of absence followed immediately by a personal leave of absence, your Reload Option will be canceled as soon as the personal leave of absence (or combined statutory leave and personal leave of absence) has exceeded six months.



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Unless otherwise canceled at an earlier date, the Reload Option will expire when the original option expires.



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Your Reload Option may not be sold, pledged, hypothecated, assigned or otherwise transferred, other than by will or the laws of descent and distribution, and during your lifetime, it may be exercised only by you.

3. Participant Understandings. Participant understands that: (a) all equity incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement to the contrary; (b) the value that may be realized from an equity incentive award, if any, is contingent, and depends on the future market price of Citigroup stock, among other factors; (c) equity incentive awards, being intended to promote employee retention and stock ownership and to align employees' interests with those of shareholders, are subject to vesting conditions and will be canceled if vesting conditions are not satisfied; (d) any monetary value assigned to an equity incentive award in any communication regarding the award is contingent, hypothetical, and for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant; (e) receipt of this Reload Option or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion; and (f) vesting is subject to confirmation and final determination by Citigroup that conditions to vesting have been satisfied. Participant shall have no rights as a stockholder of the Company with respect to any shares covered by this Reload Option unless and until the Reload Option vests and is exercised for shares.

4. Vesting and Expiration Dates. The Reload Option shall vest and become exercisable on the vesting date stated in the Reload Stock Option Grant Summary provided Participant remains continuously employed by the Company or one of its participating subsidiaries. The Reload Option will expire on the date(s) indicated in the Reload Stock Option Grant Summary, which dates correspond to the expiration dates of the original option or reload option pursuant to which this Reload Option has been granted, subject to earlier cancellation or suspension upon or following a termination of employment or other change in employment status during the option term as provided in the Prospectus and the original option grant agreement.

5. Exercise of Reload Option. Participant may exercise the Reload Option in whole or in part upon notice to the Company together with provision for payment of the Grant Price and applicable withholding taxes. Such notice

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shall be given in the manner prescribed by the Company and shall specify the date and method of exercise and the number of shares being exercised. All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and deadlines then in effect. If Participant uses a broker-assisted exercise method that may be available from time to time, Participant acknowledges and agrees that option proceeds from any broker-assisted exercises will be net of applicable commissions and fees associated with these transactions. The applicable commissions and fees will be disclosed to Participant at or prior to the time of exercise or will be available to Participant upon request. Participant acknowledges that the laws of the country in which Participant is working at the time of grant, vesting and/or exercise of the Reload Option (including any rules or regulations governing securities, foreign exchange, tax, or labor matters) or Company accounting or other policies dictated by such country's political or regulatory climate, may restrict or prohibit any one or more of the stock option exercise methods described in the Prospectus, that such restrictions may apply differently if Participant is a resident or expatriate employee, and that such restrictions are subject to change at any time. If the last day on which the Reload Option may be exercised is not a trading day on the New York Stock Exchange, then the immediately preceding New York Stock Exchange trading day shall be the last day on which the Reload Option may be exercised. A Reload Option may not be exercised after the Expiration Date set forth on the first page of this Notification. The Company is not obligated to notify Participant that a Reload Option is nearing expiration.

6. Plan Administration. The Reload Option has been granted subject to the terms of the Plan, and the shares deliverable to Participant upon exercise will be from the shares available for grant pursuant to the terms of the Plan. The Board of Directors of Citigroup may terminate or suspend the Plan, and may amend the Plan, subject to the approval of stockholders, if required, at any time.

7. Adjustments. In the event of any change in Citigroup's capital structure on account of (i) any extraordinary dividend, stock dividend, stock split, reverse stock split or any similar equity restructuring; or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any other similar event affecting Citigroup's capital structure, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make such appropriate equitable adjustments as may be permitted by the terms of the Plan and applicable law, to the number or kind of shares subject to the Reload Option and/or its grant price. All such adjustments shall conform to the requirements of Section 409A of the Code, to the extent applicable. Citigroup shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee may, in its discretion, decline to adjust any Reload grant to any Participant, if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Participant or the Company, and neither the Committee nor Citigroup shall be bound to compensate any Participant for any such adjustment not made, nor shall they be liable to Participant for any additional personal tax or other consequences of any adjustments that are made to a Reload Option.

8. Taxes and Tax Residency Status. By accepting the Reload Option, Participant agrees to pay all applicable income and/or social taxes and file all required tax returns in all jurisdictions where Participant is subject to tax and/or an income tax filing requirement. If Participant is an employee in one of Citigroup's expatriate programs, he or she agrees to pay all applicable income and/or social taxes and file all tax returns in accordance with the applicable expatriate policy. To assist Citigroup in achieving full compliance with its obligations under the laws of all relevant taxing jurisdictions, Participant agrees to keep complete and accurate records of his or her income tax residency status and the number and location of workdays outside his or her country of income tax residency from the grant date until the date of exercise and the subsequent sale of any shares received upon exercise. Participant also agrees to provide, upon request, information about his or her tax residency status to Citigroup during such period. Participant will be responsible for any income tax due, including penalties and interest, arising from any misstatement by Participant regarding such information.

9. Consent to Electronic Delivery. In lieu of receiving documents in paper format, Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms or communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to Participant may be via a Company e-mail system or by reference to a location on a Company intranet site to which Participant has access.

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