Citigroup (C)

Management Committee Long-Term Incentive Program

On July 17, 2007, the Personnel and Compensation Committee of Citigroup’s Board of Directors approved the Management Committee Long-Term Incentive Program (MC LTIP), under the terms of the shareholder-approved 1999 Stock Incentive Plan.

The MC LTIP provides all current members of the Citigroup Management Committee, including the CEO, CFO and the named executive officers in the Citigroup Proxy Statement an opportunity to earn stock awards based on Citigroup performance.

Each participant will receive an equity award that will be earned based on Citigroup’s performance for the period from July 1, 2007 to December 31, 2009.  Three periods will be measured for performance (July 1, 2007 to December 31, 2007, full year 2008 and full year 2009).  The ultimate value of the award will be based on Citigroup’s performance in each of these periods with respect to (1) Total Shareholder Return versus Citigroup’s current key competitors and (2) publicly stated Return on Equity (ROE) targets measured at the end of each calendar year.  If, in any of the three performance periods, Citigroup’s total shareholder return does not exceed the median performance of the peer group, the Management Committee members will not receive award shares for that period.

The awards will generally vest after 30 months.  In order to receive the shares, a participant generally must be a Citigroup employee on January 5, 2010.

The total estimated pretax expense is approximately $150 million and will be amortized over the 30-month vesting/performance period.  The final expense for each of the 3 calendar years will be adjusted based on the results of the ROE tests.

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