Citigroup (C)

Employment Contracts and Arrangements

Mr. Weill and Mr. Rubin have entered into employment agreements with Citigroup, which are described in detail below. Messrs. Prince, Druskin, and Ms. Krawcheck do not have any individual employment or severance agreements. Under his employment agreement, Mr. Weill will receive certain perquisites following retirement which are described below.

In 1986, Citigroup’s predecessor entered into an agreement with Mr. Weill (amended in 1987, 2001, and 2003.) The agreement and each of the amendments thereto have been filed with the SEC as exhibits to Citigroup’s annual report on Form 10-K. Under the agreement, as amended, Mr. Weill has agreed to serve as the Chairman of the Board of Citigroup until the 2006 annual meeting of stockholders, unless his employment is terminated earlier in accordance with the agreement. The agreement provides that Mr. Weill will receive an annual salary, incentive awards, and employee benefits as determined from time to time by the board. If Mr. Weill’s employment is terminated as a result of illness, disability or otherwise without cause by Citigroup, or following Mr. Weill’s retirement from Citigroup, all of his stock options will vest and remain exercisable for their full respective terms. In the event Mr. Weill’s employment is terminated as a result of his death, illness, disability or other incapacity, he (or his estate as the case may be) will receive the annual salary and employee benefits in effect immediately prior to such termination through the end of the year during which such termination occurs or for six months following such termination, whichever is greater, and such additional payments relating to incentive, death, retirement, or other matters as may be determined by the board or a committee. In

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the event his employment is terminated by Citigroup, upon at least 120 days notice, without cause, or by Mr. Weill upon at least 30 days notice in the event of a breach by Citigroup of any of its obligations under the agreement, he will receive a lump sum amount in cash equal to the sum of his annual salary in effect prior to his termination through the effective date of his termination and the amount paid as his annual bonus for the prior fiscal year, prorated for the period of his employment during the fiscal year in which the termination occurs.

For a ten-year period following his retirement, Mr. Weill is required under the agreement to provide consulting services and advice to Citigroup for up to 45 days per year for which he will be paid a daily fee for such services equal to his salary rate at the time of his retirement ($3,846 per day). In addition, following his termination or retirement, for the rest of his life, unless he chooses to opt-out after 10 years, Mr. Weill will be subject to certain non-competition, non-hire, and other provisions in favor of Citigroup. In consideration of and contingent upon Mr. Weill providing the consulting services and complying with the covenants described above, he shall be entitled to have access to Citigroup facilities and services comparable to and on the same basis as those currently made available to him by Citigroup consisting of the use of corporate aircraft, car and driver, office, secretary and security arrangements. In accordance with his agreement, Mr. Weill is entitled to a tax gross-up with respect to any income arising from his use of these facilities and services.

While his employment agreement provides for Mr. Weill to use the corporate aircraft for the rest of his life, Mr. Weill has unilaterally and voluntarily decided to reduce his non-business usage of Citigroup aircraft ratably each year beginning in the sixth year following his retirement, with his usage to terminate at the end of the tenth year following his retirement. The end of his access to corporate aircraft will coincide with the end of the period during which he is obligated to provide consulting services to Citigroup.

So long as Mr. Weill does not opt out of the covenants described above, he shall also be entitled to receive a supplemental pension benefit equal to a $350,000 annual lifetime annuity. As discussed under “Retirement Plans” Mr. Weill will also receive an estimated annual benefit under Citigroup’s retirement plans of $746,089.

Pursuant to the agreement by Citigroup’s predecessor in 1986 to match Mr. Weill’s previous employer’s health care benefits, Citigroup will continue to pay, for Mr. Weill’s lifetime and his spouse’s lifetime should she survive him, the premiums and out-of-pocket expenses associated with receipt of health and dental care benefits by Mr. and Mrs. Weill, and life and accidental death and dismemberment as well as disability insurance for Mr. Weill. Mr. Weill will also continue to receive a tax gross-up with respect to the imputed income arising from these benefits. The projected cost of these benefits, services and facilities cannot be quantified since it will vary based on a number of factors, including, among others, variation in their future cost and the extent, if applicable, of Mr. Weill’s non-business usage.

Mr. Rubin is party to an employment agreement dated as of October 26, 1999 (as amended), under which he has agreed to serve as Director, Chairman of the Executive Committee and a Member of the Office of the Chairman of Citigroup. Pursuant to the agreement Mr. Rubin has received annually a base salary of $1 million and a bonus of $14 million, the cash portion of which bonus amounts were deferred. The amounts were prorated for 1999. The agreement provided for a grant in each of 1999 and 2000 of 1.5 million Citigroup stock options, which after giving effect to the 4-for-3 stock split paid on August 25, 2000 and equitable adjustments made in respect of the August 20, 2002 distribution to all stockholders of shares of Travelers Property Casualty Corp., is equivalent to 2.14 million options. Mr. Rubin is eligible to participate in the same compensation programs and to receive the same benefits as are enjoyed by other senior executives and employees of Citigroup. In addition, Mr. Rubin has the use of

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corporate aircraft and car and driver during his employment with Citigroup. Mr. Rubin’s combined age and service satisfy the requirements for retirement for the purposes of all plans and programs of Citigroup (other than any pension plans sponsored by Citigroup or any of its affiliates). If Mr. Rubin terminates his employment under certain circumstances, he is entitled to receive continued payment of salary for 12 months following the date of termination, continued payment with respect to such period of incentive compensation equal to the amount of incentive compensation for the most recent calendar year (prorated for a partial calendar year), the immediate lapse of all restrictions on vesting of any restricted or deferred stock, options or other awards and continued benefits during such period.

Upon Mr. Rubin’s retirement, death or disability his employment will be automatically terminated and he (or his estate) will receive payment of salary through the date of termination, guaranteed unpaid incentive compensation prorated through the date of termination based on the amount of incentive compensation for the most recent calendar year and the immediate lapse of restrictions on and vesting of all restricted or deferred stock, options or other awards. Following any termination, Mr. Rubin would be subject to certain confidentiality and other provisions in favor of Citigroup. In the event of a change of control, Mr. Rubin will be accorded no less favorable treatment in terms of compensation and awards under Citigroup compensation and benefit plans and arrangements as apply to the other member of the Office of the Chairman and will also be entitled to payments sufficient to reimburse him fully on an after-tax basis for any tax under Section 4999 of the IRC as well as any costs associated with resolving the application of such tax to him.

Employment Contracts and Arrangements

Mr. Weill and Mr. Rubin have entered into employment agreements with Citigroup, which are described in detail below. Messrs. Prince, Druskin, and Willumstad do not have any individual employment or severance agreements. Covered executives do not receive any perquisites following retirement other than those to be provided to Sanford Weill under his employment agreement, which is described below.

In 1986, Citigroup’s predecessor entered into an agreement with Sanford Weill (amended in 1987, 2001 and 2003). Under the agreement, as amended, Mr. Weill has agreed to serve as the Chairman of the Board of Citigroup until the 2006 annual meeting of stockholders, unless his employment is terminated earlier in accordance with the agreement. The agreement provides that Mr. Weill will receive an annual salary, incentive awards, and employee benefits as determined from time to time by the board. If Mr. Weill’s employment is terminated as a result of illness, disability or otherwise without cause by Citigroup, or following Mr. Weill’s retirement from Citigroup, all of his stock options will vest and remain exercisable for their full respective terms. In the event Mr. Weill’s employment is terminated as a result of his death, illness, physical or mental disability or other incapacity, he (or his estate as the case may be) will receive the annual salary and employee benefits in effect immediately prior to such termination through the end of the year during which such termination occurs or for six months following such termination, whichever is greater, and such additional payments relating to incentive, death, retirement, or other matters as may be determined by the board or a committee. In the event his employment is terminated by Citigroup, upon at least 120 days notice, without cause, or by Mr. Weill upon at least 30 days notice in the event of a breach by Citigroup of any of its obligations under the agreement, he will receive a lump sum amount in cash equal to the sum of his annual salary in effect prior to his termination through the effective date of his termination and the amount paid as his annual bonus for the prior fiscal year, prorated for

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the period of his employment during the fiscal year in which the termination occurs. Following such termination or retirement, Mr. Weill shall be subject to certain non-competition, non-hire, and other provisions in favor of Citigroup. These provisions shall be applicable for the remainder of his life, subject to his ability to opt out after a minimum period of ten years following such termination or retirement. So long as he does not opt out of such provisions, he shall be entitled to receive a supplemental pension benefit equal to a $350,000 annual lifetime annuity and access to Citigroup facilities and services comparable to those currently made available to him by Citigroup consisting of the use of corporate aircraft, car and driver, office, secretary and security arrangements. In addition, pursuant to the agreement by Citigroup’s predecessor in 1986 to match Mr. Weill’s previous employer’s health care benefits, Citigroup will continue to pay, for Mr. Weill’s lifetime and his spouse’s lifetime should she survive him, the premiums and out-of-pocket expenses associated with receipt of health and dental care benefits by Mr. and Mrs. Weill, and life and accidental death and dismemberment as well as disability insurance for Mr. Weill. Mr. Weill will also continue to receive a tax gross-up with respect to the imputed income arising from these benefits. Because neither the future cost of these facilities and services nor Mr. Weill’s usage of them can be predicted, the projected costs cannot be quantified. In addition, for a period of at least ten years following such retirement, Mr. Weill is required under the agreement to provide consulting services and advice to Citigroup for up to 45 days per year for which he will be paid a daily fee for such services equal to his salary rate at the time of his retirement.

Robert Rubin is party to an employment agreement dated as of October 26, 1999 (amended in 2002, 2003, 2004 and 2005), under which he has agreed to serve as Director, Chairman of the Executive Committee and a Member of the Office of the Chairman of Citigroup. The agreement provides that Mr. Rubin would receive a base salary of $1 million annually and a bonus for each year through 2005 of $14 million, the cash portion of which bonus amounts are being deferred. The amounts were prorated for 1999. The agreement provided for a grant in each of 1999 and 2000 of 1.5 million Citigroup stock options, which after giving effect to the 4-for-3 stock split paid on August 25, 2000 and equitable adjustments made in respect of the August 20, 2002 distribution to all stockholders of shares of Travelers Property Casualty Corp., is equivalent to 2.14 million options. Mr. Rubin is eligible to participate in the same compensation programs and to receive the same benefits as are enjoyed by other senior executives and employees of Citigroup. In addition, Mr. Rubin has the use of corporate aircraft and car and driver. Mr. Rubin’s combined age and service satisfy the requirements for retirement for the purposes of all plans and programs of Citigroup (other than any pension plans sponsored by Citigroup or any of its affiliates). If Mr. Rubin terminates his employment under certain circumstances, he is entitled to receive continued payment of salary for 12 months following the date of termination, continued payment with respect to such period of incentive compensation equal to the amount of incentive compensation for the most recent calendar year (prorated for a partial calendar year), the immediate lapse of all restrictions on vesting of any restricted or deferred stock, options or other awards and continued benefits during such period.

Upon Mr. Rubin’s retirement, death or disability his employment will be automatically terminated and he (or his estate) will receive payment of salary through the date of termination, guaranteed unpaid incentive compensation prorated through the date of termination based on the amount of incentive compensation for the most recent calendar year and the immediate lapse of restrictions on and vesting of all restricted or deferred stock, options or other awards. Following any termination, Mr. Rubin would be subject to certain confidentiality and other provisions in favor of Citigroup. In the event of a change of control, Mr. Rubin will be accorded no less favorable treatment in terms of compensation and awards under Citigroup compensation and benefit plans and arrangements as apply to the other member of the Office of the Chairman and will also

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be entitled to payments sufficient to reimburse him fully on an after-tax basis for any tax under Section 4999 of the IRC as well as any costs associated with resolving the application of such tax to him.