Citigroup (C)

GENERAL PROVISIONS

Section 8.01 Unfunded Status of the Plan. The Plan is unfunded. A Participant’s Account shall represent at all times an unfunded and unsecured contractual obligation of the Company. Each Participant and each of his or her beneficiaries will be unsecured creditors of the Company with respect to all obligations owed to any of them under the Plan. Amounts payable under the Plan will be satisfied solely out of the general assets of the Company subject to the claims of its creditors. A Participant and his or her beneficiaries will not have any interest in any fund or in any specific asset of the Company of any kind by reason of any return credited to him or her hereunder, nor shall the Participant or any of his or her beneficiaries or any other person have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. The Company will not segregate any funds or assets to provide for the distribution in respect of an Account or issue any

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notes or security for the payment thereof. Any reserve or other asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall not serve in any way as security to any Participant or any beneficiary of a Participant for the performance of the Company under the Plan. Notwithstanding the foregoing, the Company, in its sole discretion, may contribute funds as it deems appropriate to a grantor trust for the purpose of paying benefits under the Plan. Such trust may or may not be irrevocable (as determined by the Company), but assets of the trust shall be subject to the claims of creditors of the Company. Such grantor trust shall not in any event locate or transfer its assets to a location outside the United States, nor shall it provide that assets will be restricted to the provision of benefits payable under the Plan in the event of a change in the Company’s financial health. To the extent that any benefits provided under the Plan actually are paid from the trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company. A Participant and his or her beneficiaries shall have no security interest in any such grantor trust.

Section 8.02 ERISA Status of the Plan. The Plan is a retention plan and is not intended to be subject to ERISA, and it shall be operated and interpreted consistent with such intent.

Section 8.03 No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Company, (ii) interfere with or limit in any way the Company’s right to terminate the employment of a Participant at any time or (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year. In addition, an Eligible Executive’s eligibility for an Award for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to an Award, or any benefit or payment in any similar plan or program that may be established by the Company, in respect of any future Fiscal Year.

Section 8.04 Offset Rights. Notwithstanding any provisions of the Plan to the contrary, the Company may offset against any payments that would have otherwise been made to a Participant under the Plan by (i) any amounts which such Participant may owe to the Company, or (ii) any amounts paid by the Company or an Affiliate to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit of which such Participant was the subject.

Section 8.05 Section 409A. THE PLAN IS INTENDED TO FALL WITHIN THE “SHORT-TERM DEFERRAL” EXCEPTION OF SECTION 1.409A-1(b)(4) OF THE TREASURY REGULATIONS AND SHALL BE INTERPRETED AND ADMINISTERED IN ACCORDANCE WITH SUCH INTENT.

Section 8.06 Successors. The obligations of the Company under this Plan shall be binding upon the successors of the Company.

Section 8.07 Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Plan to the substantive law of another jurisdiction. All disputes under the Plan shall be subject to final and binding arbitration in accordance with the Company’s arbitration policy, as in effect from time to time.

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Section 8.08 Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.

Section 8.09. EESA Compliance. Notwithstanding anything herein to the contrary, to the extent that a Participant and an Award are subject to Section 111 of the Emergency Economic Stabilization Act of 2008 and any regulations or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by the Award must comply with EESA, and the Plan shall be interpreted to so comply. If the making of any payment pursuant to the Award would violate EESA, or if the making of such payment may in the judgment of the Company limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program, the Capital Purchase Program, or to qualify for any other relief under EESA, the Participant shall be deemed to have waived his or her right to such payment. Notwithstanding any provision of this Plan to the contrary, an Award is subject to forfeiture or repayment if the Award is based on performance metrics that are materially inaccurate. On or prior to the applicable Award Date, each Participant will grant to the U.S. Treasury and the Company a waiver releasing the U.S. Treasury and the Company from any claims that Participant may otherwise have as a result of the issuance of any regulations that adversely modify the terms of an Award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury pursuant to EESA.

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GENERAL PROVISIONS

Section 8.01 Unfunded Status of the Plan. The Plan is unfunded. A Participant’s Account shall represent at all times an unfunded and unsecured contractual obligation of the Company. Each Participant and each of his or her beneficiaries will be unsecured creditors of the Company with respect to all obligations owed to any of them under the Plan. Amounts payable under the Plan will be satisfied solely out of the general assets of the Company subject to the claims of its creditors. A Participant and his or her beneficiaries will not have any interest in any fund or in any specific asset of the Company of any kind by reason of any return credited to him or her hereunder, nor shall the Participant or any of his or her beneficiaries or any other person have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. The Company will not segregate any funds or assets to provide for the distribution in respect of an Account or issue any

6

notes or security for the payment thereof. Any reserve or other asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall not serve in any way as security to any Participant or any beneficiary of a Participant for the performance of the Company under the Plan. Notwithstanding the foregoing, the Company, in its sole discretion, may contribute funds as it deems appropriate to a grantor trust for the purpose of paying benefits under the Plan. Such trust may or may not be irrevocable (as determined by the Company), but assets of the trust shall be subject to the claims of creditors of the Company. Such grantor trust shall not in any event locate or transfer its assets to a location outside the United States, nor shall it provide that assets will be restricted to the provision of benefits payable under the Plan in the event of a change in the Company’s financial health. To the extent that any benefits provided under the Plan actually are paid from the trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company. A Participant and his or her beneficiaries shall have no security interest in any such grantor trust.

Section 8.02 ERISA Status of the Plan. The Plan is a retention plan and is not intended to be subject to ERISA, and it shall be operated and interpreted consistent with such intent.

Section 8.03 No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Company, (ii) interfere with or limit in any way the Company’s right to terminate the employment of a Participant at any time or (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year. In addition, an Eligible Executive’s eligibility for an Award for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to an Award, or any benefit or payment in any similar plan or program that may be established by the Company, in respect of any future Fiscal Year.

Section 8.04 Offset Rights. Notwithstanding any provisions of the Plan to the contrary, the Company may offset against any payments that would have otherwise been made to a Participant under the Plan by (i) any amounts which such Participant may owe to the Company, or (ii) any amounts paid by the Company or an Affiliate to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit of which such Participant was the subject.

Section 8.05 Section 409A. THE PLAN IS INTENDED TO FALL WITHIN THE “SHORT-TERM DEFERRAL” EXCEPTION OF SECTION 1.409A-1(b)(4) OF THE TREASURY REGULATIONS AND SHALL BE INTERPRETED AND ADMINISTERED IN ACCORDANCE WITH SUCH INTENT.

Section 8.06 Successors. The obligations of the Company under this Plan shall be binding upon the successors of the Company.

Section 8.07 Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Plan to the substantive law of another jurisdiction. All disputes under the Plan shall be subject to final and binding arbitration in accordance with the Company’s arbitration policy, as in effect from time to time.

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Section 8.08 Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.

Section 8.09. EESA Compliance. Notwithstanding anything herein to the contrary, to the extent that a Participant and an Award are subject to Section 111 of the Emergency Economic Stabilization Act of 2008 and any regulations or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by the Award must comply with EESA, and the Plan shall be interpreted to so comply. If the making of any payment pursuant to the Award would violate EESA, or if the making of such payment may in the judgment of the Company limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program, the Capital Purchase Program, or to qualify for any other relief under EESA, the Participant shall be deemed to have waived his or her right to such payment. Notwithstanding any provision of this Plan to the contrary, an Award is subject to forfeiture or repayment if the Award is based on performance metrics that are materially inaccurate. On or prior to the applicable Award Date, each Participant will grant to the U.S. Treasury and the Company a waiver releasing the U.S. Treasury and the Company from any claims that Participant may otherwise have as a result of the issuance of any regulations that adversely modify the terms of an Award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury pursuant to EESA.

8

GENERAL PROVISIONS

Section 8.01    Unfunded Status of the Plan. The Plan is unfunded. A Participant’s Account shall represent at all times an unfunded and unsecured contractual obligation of the Company. Each Participant and each of his or her beneficiaries will be unsecured creditors of the Company with respect to all obligations owed to any of them under the Plan. Amounts payable under the Plan will be satisfied solely out of the general assets of the Company subject to the claims of its creditors. A Participant and his or her beneficiaries will not have any interest in any fund or in any specific asset of the Company of any kind by reason of any return credited to him or her hereunder, nor shall the Participant or any of his or her beneficiaries or any other person have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. The Company will not segregate any funds or assets to provide for the distribution in respect of an Account or issue any

6

notes or security for the payment thereof. Any reserve or other asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall not serve in any way as security to any Participant or any beneficiary of a Participant for the performance of the Company under the Plan. Notwithstanding the foregoing, the Company, in its sole discretion, may contribute funds as it deems appropriate to a grantor trust for the purpose of paying benefits under the Plan. Such trust may or may not be irrevocable (as determined by the Company), but assets of the trust shall be subject to the claims of creditors of the Company. Such grantor trust shall not in any event locate or transfer its assets to a location outside the United States, nor shall it provide that assets will be restricted to the provision of benefits payable under the Plan in the event of a change in the Company’s financial health. To the extent that any benefits provided under the Plan actually are paid from the trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company. A Participant and his or her beneficiaries shall have no security interest in any such grantor trust.

Section 8.02    ERISA Status of the Plan. The Plan is a retention plan and is not intended to be subject to ERISA, and it shall be operated and interpreted consistent with such intent.

Section 8.03    No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Company, (ii) interfere with or limit in any way the Company’s right to terminate the employment of a Participant at any time or (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year. In addition, an Eligible Executive’s eligibility for an Award for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to an Award, or any benefit or payment in any similar plan or program that may be established by the Company, in respect of any future Fiscal Year.

Section 8.04    Offset Rights. Notwithstanding any provisions of the Plan to the contrary, the Company may offset against any payments that would have otherwise been made to a Participant under the Plan by (i) any amounts which such Participant may owe to the Company, or (ii) any amounts paid by the Company or an Affiliate to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit of which such Participant was the subject.

Section 8.05    Section 409A. THE PLAN IS INTENDED TO FALL WITHIN THE “SHORT-TERM DEFERRAL” EXCEPTION OF SECTION 1.409A-1(b)(4) OF THE TREASURY REGULATIONS AND SHALL BE INTERPRETED AND ADMINISTERED IN ACCORDANCE WITH SUCH INTENT.

Section 8.06    Successors. The obligations of the Company under this Plan shall be binding upon the successors of the Company.

Section 8.07    Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Plan to the substantive

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law of another jurisdiction. All disputes under the Plan shall be subject to final and binding arbitration in accordance with the Company’s arbitration policy, as in effect from time to time.

Section 8.08    Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.

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