Citigroup (C)

Nonqualified Pension Plans

Citigroup has closed or reduced future accruals under its nonqualified pension plans in stages beginning in 1994. Effective January 1, 2002, Citigroup’s nonqualified pension programs no longer provide accruals for most employees covered by Citigroup’s qualified pension plan, including the covered executives. Citigroup employees are eligible only if they satisfied certain age and service-related conditions at the time accruals under the plans generally ceased.

Prior to 2002, Mr. Weill, Mr. Prince, Mr. Druskin, Mr. Rubin and Mr. Willumstad accrued benefits under nonqualified programs that were generally intended to provide (a) retirement benefits based on the qualified pension plan benefit formula using compensation in excess of the IRC qualified plan compensation limit ($170,000 for 2001), or (b) benefits in excess of the IRC qualified plan benefit limit ($140,000 for 2001).

In addition to these programs, there is a supplemental retirement plan that provided additional pension benefits to certain employees for service through the end of 1993. Accruals were frozen as of December 31, 1993. Messrs. Weill, Prince and Willumstad participated in this program.

Citigroup does not offer “excess 401(k)” or any other nonqualified defined contribution retirement plan to any employee, including the covered executives. Some employees of acquired companies have benefits under frozen nonqualified defined contribution plans, but the covered executives are not entitled to receive any benefits under these plans.

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Nonqualified Pension Plans

Effective January 1, 2002, Citigroup’s nonqualified pension programs no longer provide accruals for most employees covered by Citigroup’s qualified pension plan, including the covered executives. Prior to 2002, these nonqualified programs provided retirement benefits for compensation in excess of the IRC compensation limit ($210,000 for 2005), or in respect of benefits accrued in excess of the IRC benefit limit ($170,000 for 2005).

In addition to these programs, there is a supplemental retirement plan that provided additional pension benefits to certain employees for service through the end of 1993. Accruals were frozen as of December 31, 1993. Sanford Weill, Charles Prince and Robert Willumstad participated in this program.

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