Citigroup (C)

APPENDIX

This Appendix constitutes part of the [Equity/Deferred Cash] Award Agreement (the “Agreement”) and is applicable to the [EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) summarized on the first page of this Agreement.  This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the [restricted or deferred stock award, and/or non-qualified stock option grant (an “Option”)][deferred cash award (the “Award”)], made to Participant under the Program, as described in the Award Summary on page 1.  [FOR EQUITY AWARDS ONLY: Restricted or deferred stock awards and Option grants are hereinafter referred to as “Awards”.  All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as “shares” or “Citigroup stock”).]  The “Company”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

APPENDIX

This Appendix constitutes part of the [Equity/Deferred Cash] Award Agreement (the “Agreement”) and is applicable to the [EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) summarized on the first page of this Agreement.  This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the [restricted or deferred stock award, and/or non-qualified stock option grant (an “Option”)][deferred cash award (the “Award”)], made to Participant under the Program, as described in the Award Summary on page 1.  [FOR EQUITY AWARDS ONLY: Restricted or deferred stock awards and Option grants are hereinafter referred to as “Awards”.  All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as “shares” or “Citigroup stock”).]  The “Company”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.