Citigroup (C)

                On September 29, 2008, Citigroup (the “Company”) issued a press release relating to its announced agreement in principle to acquire all of the banking subsidiaries of  Wachovia Corporation (the “Acquisition”).  A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference. Also on September 29, 2008, Citigroup held an investor/analyst call relating to the Acquisition. In connection with that call, Citigroup made available an investor presentation. A copy of that presentation and the related transcript of the call are attached as Exhibits 99.2 and 99.3, respectively, to this Report and are incorporated herein by reference. An investment in the common stock of Citigroup involves risks. Attached as Exhibit 99.4 to this Report and incorporated herein by reference is a discussion of certain risks that a potential investor in the Company’s common stock should consider in connection with an investment in the Company’s common stock.

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On April 19, 2005, Citigroup’s stockholders, upon recommendation of the Board of Directors, approved amendments to the Citigroup 1999 Stock Incentive Plan (the “1999 Plan”). The amendments to the 1999 Plan include a 250 million-share increase in the number of shares of Citigroup common stock available for awards under the 1999 Plan, and the addition of minimum vesting periods applicable to 80% of the shares that may be subject to awards. The 1999 Plan provides for various types of equity awards to employees, officers, non-employee directors and agents of Citigroup and its subsidiaries. The types of awards that may be granted under the 1999 Plan include restricted and deferred stock, incentive stock options, non-qualified stock options, and stock appreciation rights. The 1999 Plan will expire on April 30, 2009.

Attached hereto as Exhibit 10.1 is the Citigroup 1999 Stock Incentive Plan (as amended and restated effective April 19, 2005). A brief description of the 1999 Plan is included as part of Proposal 3 in Citigroup’s Proxy Statement for the 2005 Annual Meeting of Stockholders (“Proxy Statement”), which was filed with the Securities and Exchange Commission on March 15, 2005. The descriptions of the 1999 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 1999 Plan.

Effective April 19, 2005, and as part of the proposal to amend the 1999 Plan described above in Item 1.01, the Board of Directors terminated the Citicorp 1997 Stock Incentive Plan, the Travelers Group Capital Accumulation Plan and the Citigroup Employee Incentive Plan (the “Prior Plans”) with respect to new awards. The Prior Plans provided for the same types of equity awards as the 1999 Plan. The Citicorp 1997 Stock Incentive Plan (the “Citicorp Plan”) contained an “evergreen” feature, which provided that the number of shares available for grant under the Citicorp Plan would increase each January 1 by 1.5% of the number of shares of common stock (and equivalents) outstanding on the prior December 31, until the Citicorp Plan’s scheduled expiration date of December 31, 2006.

The result of amending the 1999 Plan and terminating the Prior Plans, including the “evergreen” Citicorp Plan, is a net decrease in the number of shares of Citigroup common stock available for awards under all Citigroup equity plans. Further details regarding the amendments to the 1999 Plan and termination of the Prior Plans are contained in Proposal 3 in the Proxy Statement.

Outstanding awards previously granted under the Prior Plans will not be affected by termination of the Prior Plans, the terms of which shall continue to govern such previously granted awards.