Citigroup (C)

2009, all make-whole cash or equity awards will be forfeited or repaid by Mr. Crittenden.

If Mr. Crittenden had been involuntarily terminated without cause or resigned for good cause as of December 31, 2007: (a) he would have received cash payments equal to the annual base salary ($500,000 per year) he would have been paid from the date of termination through March 12, 2009, had he not been terminated (estimated value: $597,260), (b) he would have received the nominal amount of the incentive and retention awards in respect of 2007 and 2008 provided for in the agreement ($9,500,000 for each year, or a total of $19,000,000), (c) any nonvested make-whole equity awards would have been vested and distributed (estimated value at December 31, 2007: $8,171,779) , and (d) any other special performance award would have vested and become payable, when and on the same basis as such awards otherwise would have become payable (estimated value: $0); provided that he executed a settlement agreement and release. Good cause is defined as (a) a material reduction in responsibility or position, (b) removal from the business heads committee, management committee, or operating committee (or their successors), (c) a significant reduction in compensation that is either not related to his performance or not applicable to senior executives at his level, (d) a change in reporting relationship that results in his reporting to someone other than the CEO of Citi, or (e) the material interference by Citi with his authority to perform his duties in a manner consistent with applicable regulatory requirements and sound business practices.

If Mr. Crittenden is involuntarily terminated without cause or resigns for good cause before his incentive award in respect of 2008 is paid: (a) he will receive cash payments equal to the annual base salary ($500,000 per year) he would have been paid from the date of termination through March 12, 2009, had he not been terminated, (b) he will receive a cash payment equal to the nominal amount of the incentive and retention awards he would have received in respect of 2008 ($9,500,000), (c) any nonvested make-whole equity awards will vest and be distributed, (d) the basic

shares, supplemental shares, and a pro-rata portion of the premium shares awarded under CAP in respect of 2007 will be distributed as soon as practicable, and (e) any other special performance award will vest and become payable, when and on the same basis as such award otherwise would have become payable; provided that he executes a settlement agreement and release.

If his termination of employment had occurred due to death or disability at December 31, 2007, then (a) he would have received a cash payment equal to $7,652,055 ($9,500,000, multiplied by a fraction, which is the number of days worked in 2007 until his death or disability divided by 365), and (b) any nonvested make-whole equity awards would have vested immediately (estimated value: $8,171,779).

If his termination of employment occurs due to death or disability before his incentive award in respect of 2008 is paid, then (a) he will receive a cash payment equal to $9,500,000, multiplied by a fraction, which is the number of days worked in 2008 until his death or disability divided by 366, and (b) any nonvested make-whole equity awards will vest immediately.

The agreement does not provide for payments in connection with a change in control, but does provide for nonsolicitation of employees and customers for one year after termination of employment as well as protection of confidential and proprietary information.