Citigroup (C)

two years to exercise his or her vested stock options. As stated above, Sir Winfried met the Rule of 75, so all of his nonvested awards disclosed in the Outstanding Equity Awards at Fiscal Year-End Table (other than the LTIP awards) would continue to vest on schedule.

If a participant does not meet the Rule of 75, but meets the Rule of 60 at the time his or her employment is terminated other than for gross misconduct, the participant’s basic and supplemental CAP shares or MSOP shares and a pro-rated portion of his or her premium CAP shares will continue to vest on schedule. In addition, if a CAP or MSOP participant meets the Rule of 60 at the time his or her employment is terminated other than for gross misconduct, the vesting of the participant’s stock options will stop on his or her last day of employment and the participant may have up to two years to exercise his or her vested stock options. As stated above, Mr. Klein met the Rule of 60. Accordingly, if Mr. Klein’s employment had terminated on December 31, 2007 on account of his involuntary termination of employment other than for gross misconduct, all of his nonvested stock options shown in the Outstanding Equity Awards at Fiscal Year-End Table would have been forfeited, but 292,463 shares of his nonvested stock awards, valued at $8,610,110, would continue to vest on schedule and 19,855 shares, valued at $584,531, would have been forfeited.

If a CAP or MSOP participant’s employment is involuntarily terminated other than for gross misconduct and he or she does not meet an age and years of service rule, the participant’s basic and supplemental CAP shares and a pro-rated portion of his or her premium CAP shares will vest and will be distributed to the participant. As stated above, Ms. Krawcheck, Mr. Kaden and Mr. Volk do not meet any of the age and years of service rules. Accordingly, if Ms. Krawcheck’s employment had terminated on December 31, 2007 on account of her involuntary termination of employment other than for gross misconduct, 176,041 of her nonvested stock awards, valued at $5,182,647, would have vested and 11,742 shares, valued at $345,684 would

have forfeited. If Mr. Kaden’s employment had terminated on December 31, 2007 on account of his involuntary termination of employment other than for gross misconduct, 124,270 shares of his nonvested stock awards, valued at $3,658,509 would have vested and 5,911 shares, valued at $174,019, would have been forfeited. If Mr. Volk’s employment had terminated on December 31, 2007 on account of his involuntary termination of employment other than for gross misconduct, 160,571 shares of his nonvested stock awards, valued at $4,727,210, would have vested and 11,008 shares, valued at $324,075, would have been forfeited.

If a CAP or MSOP participant’s employment is involuntarily terminated other than for gross misconduct and he or she does not meet an age and years of service rule, the vesting of the participant’s stock options will stop on his or her last day of employment and the participant may have up to a maximum of 90 days to exercise his or her vested stock options (depending on the terms of the options, the period may be shorter). As stated above, Ms. Krawcheck does not meet an age and years of service rule, so all of her nonvested stock options shown in the Outstanding Equity Awards at Fiscal Year-End Table would have been forfeited.

A participant’s earned LTIP awards, if any, are prorated for the year in which the involuntary termination other than for gross misconduct occurs and LTIP awards in respect of future years are forfeited. All the named executive officers at December 31, 2007 have nonvested LTIP awards as disclosed in the Outstanding Equity Awards at Fiscal Year-End Table, and they would have forfeited all nonvested LTIP awards had they been involuntarily terminated other than for gross misconduct at December 31, 2007.

An executive is eligible to receive all nonvested retention equity awards in the event of involuntary termination other than for gross misconduct. Because no such awards were outstanding at December 31, 2007, these provisions had no value on that date.

No executive is entitled to a grant of an additional equity award in connection with his or her involuntary termination.

If a CAP or MSOP participant’s employment is involuntarily terminated other than for gross misconduct and he or she does not meet an age and years of service rule, the participant’s basic and supplemental CAP shares and a pro-rated portion of his or her premium CAP shares will vest and will be distributed to the participant. As stated above, neither Ms. Krawcheck nor Mr. Volk meet any of the age and years of service rules. Accordingly, if Ms. Krawcheck’s employment had terminated on December 29, 2006 on account of her involuntary termination of employment other than for gross misconduct, 196,248 of her nonvested stock awards would have vested. Mr. Volk’s employment agreement provides that if he is terminated without cause during 2006 or 2007, his CAP stock awards will vest and will be distributed to him, or, at Citigroup’s discretion, he will receive a cash payment equal to the value of his forfeited equity awards based on the value of Citigroup common stock on his termination date. If Mr. Volk’s employment had terminated on December 29, 2006 on account of his involuntary termination of employment other than for gross misconduct, 121,905 shares of his nonvested stock awards would have vested and been distributed to him or he would have received a cash payment of $6,790,160.

If a CAP or MSOP participant’s employment is involuntarily terminated other than for gross misconduct and he or she does not meet an age and years of service rule, the vesting of the participant’s stock options will stop on his or her last day of employment and the participant will have up to a maximum of 90 days to exercise his or her vested stock options (depending on the terms of the options, the period may be shorter). As stated above, Ms. Krawcheck does not meet an age and years of service rule, and all of her nonvested stock options shown in the Outstanding Equity Awards at Fiscal Year-End Table would have been forfeited. If Ms. Krawcheck’s employment had been involuntarily terminated other than for gross misconduct on December 29, 2006, pursuant to the terms of her sign-on award granted on October 30, 2002, the nonvested portion of her sign-on stock options would have been forfeited and she would

have had up to 30 days to exercise her vested stock options. Mr. Volk does not have any stock options.

No executive is entitled to a grant of an additional equity award in connection with his or her involuntary termination other than for gross misconduct.