Citigroup (C)

does not conflict with such definition) shall be as of Participant’s last day of active service with the Company,] regardless of any entitlement to notice, payment in lieu of notice, severance pay, termination pay, pension payment, or the equivalent that may be provided by any other plan, contract, or law.

If Participant’s continuous employment with the Company terminates or is interrupted for any reason stated below, Participant’s rights with respect to the Award will be affected as described below.  [FOR AWARDS SUBJECT TO SECTION 409A: With respect to any provision herein that provides for the distribution of a deferred [stock][cash] award upon the termination of Participant’s employment, such distribution may be delayed for a period of six months, if Citigroup determines that Participant is a “specified employee” within the meaning of Treas. Reg. § 1.409A-1(i)(1) (generally, one who is among the Company’s top 50 most highly compensated employees).  Interest will not accrue during the period of any such delay and there will not be any compensation for loss in market value that occurs during such time or otherwise.] [INCLUDE SUB-SECTIONS (a) — (q) AS APPLICABLE](9)