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This excerpt taken from the C 8-K filed Oct 31, 2007. Citigroup Average
Price” means the average of the volume- weighted
average prices per Citigroup Share on the New York Stock Exchange on each of the
trading days in the Valuation Period; provided
that, notwithstanding the foregoing, if the Citigroup Average
Price as so determined is greater than $58.00, then the Citigroup Average Price shall
be $58.00, and if the Citigroup Average Price as so determined is less than $37.00,
then the Citigroup Average Price shall be $37.00 (such share prices to be adjusted, if
applicable, for any Capital Transaction);
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