Citigroup (C)

Notes to Summary Compensation Table

(A) Citigroup provided certain perquisites and personal benefits to the covered executives during 2004, which are described below. These perquisites and personal benefits are appropriately valued and included in the covered executive’s compensation.

During 2004, the covered executives, and their spouses when traveling with a covered executive, may have used corporate aircraft for personal travel. Three of the covered executives, Sanford Weill, Charles Prince and Robert Willumstad, are required by the Citigroup Senior Officer Security Program, which has been approved by the board, to use corporate transportation, whether the purpose of the travel is business or personal. Covered executives who are not subject to the Senior Officer Security Program, including Mr. Rubin, are permitted to use corporate transportation for personal purposes if the aircraft is otherwise available. To the extent any covered executive used corporate aircraft, a corporate-owned vehicle or any other corporate-provided

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transportation for personal purposes, the usage was treated as a perquisite. For purposes of determining the value of such services, the personal use is calculated based on the aggregate incremental cost to Citigroup. For flights on corporate aircraft, aggregate incremental cost is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service which reflects the direct operating costs of the aircraft, including fuel, additives and lubricants, airport fees and assessments, as well as aircraft landing and parking, customs and permit fees, in-flight supplies and food, and flight planning and weather services. In addition, the flight-hour charge provides for periodic engine and auxiliary power unit overhauling, outside labor and maintenance parts for the airframe, engine and avionics, crew travel expenses and other miscellaneous costs. For corporate provided ground transportation, the aggregate incremental cost to Citigroup was determined to be the value of such transportation.

Corporate-provided transportation was the only perquisite or personal benefit that accounted for 25% or more of the total perquisites and personal benefits received by any of the covered executives with reportable perquisite income. For 2004, perquisite income arising from corporate transportation, together with, in the case of Mr. Weill, the tax gross-up attributable to such perquisite income, represented 55.96%, 77.06%, 100.00% and 81.50%, respectively, of the total perquisites, personal benefits and tax gross-up on perquisites received by Messrs. Weill, Prince, Rubin and Willumstad.

Except as shown in the column entitled “Other Annual Compensation” in the Summary Compensation Table, no executive officer received other annual compensation during 2004 required to be shown in this column. Sanford Weill’s, Charles Prince’s, and Robert Willumstad’s other compensation includes $309,783, $108,208 and $64,622, respectively, for required use of company transportation and Robert Rubin’s other compensation includes $459,153 for use of company transportation. An asterisk (*) indicates that the total amount of perquisites or personal benefits paid to an executive officer during the referenced year was less than $50,000, the minimum, under SEC rules, an executive must have received before any amount is required to be shown in this column.

(B) Certain restricted stock and deferred stock awards are issued under CAP. For 2004 all of the covered executives received two awards of deferred stock under CAP, a core CAP award and a supplemental CAP award. Core CAP awards are discounted 25% from market value and represent 25% of the covered executive’s total incentive (cash and equity). Supplemental CAP awards are not discounted and represent 15% of the covered executive’s total incentives. Unless the personnel and compensation committee determines otherwise, core CAP is mandatory for Citigroup senior management, to the extent they receive incentive awards, and other employees whose incentive award exceeds a certain threshold (generally $20,000 for U.S. employees and U.S.$50,000 equivalent in local currency for non-U.S. employees). CAP awards vest 25% per year over a four year period, and are canceled upon a voluntary termination of employment or a termination of employment for cause unless the recipient meets certain age and service requirements described below. Following the vesting of each portion of a CAP award, the shares become freely transferable, subject to the stock ownership commitment described above. With respect to awards of restricted stock, from the date of award, the recipient can direct the vote and receives dividends. With respect to awards of deferred stock, the recipient receives dividend equivalents but does not have voting rights with respect to the shares until the shares vest.

The following chart shows the amount of dividends and dividend equivalents, each of which were earned at the same rate as dividends on Citigroup’s common stock, paid to each of

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the covered executives with respect to their holdings of restricted and/or deferred stock during 2004.

Employees who receive CAP awards may elect to receive all or a portion of their incentive award in non-qualified stock options, in 25% increments. The options vest on the same schedule as the restricted or deferred stock award, have a six-year term, and an exercise price equal to 100% of fair market value on the grant date. If options are elected, four option shares are granted for each share by which the restricted or deferred stock award is correspondingly reduced. None of the covered executives received an option grant as part of their incentive award in January 2005.

For 2004, Sanford Weill, Charles Prince, Robert Druskin, Robert Rubin and Robert Willumstad received core CAP stock awards valued at $4,675,000, $5,383,333, $2,700,000, $4,666,667 and $5,383,333, respectively, and supplemental CAP awards valued at $2,103,750, $2,422,500, $1,215,000, $2,100,000 and $2,422,500, respectively.

For awards granted under CAP for years prior to 2004, the vesting period is three years after the award. If the recipient is still employed by Citigroup at the end of three years, the stock becomes fully vested and freely transferable, subject to the stock ownership commitment described above.

For 2003, Charles Prince, Robert Druskin, Robert Rubin and Robert Willumstad received deferred stock awards under CAP valued at $3,379,500, $2,016,667, $5,000,000 and $3,433,333, respectively. Sanford Weill did not receive a CAP award for 2003 or 2002. All CAP awards to the covered executives for 2002 were made in restricted stock. These awards are included in the amounts set forth in the Summary Compensation Table under “Restricted Stock Awards.”

On July 15, 2003, each of Charles Prince and Robert Willumstad received retention awards of restricted stock which were issued under the Citigroup 1999 stock incentive plan. The awards are not discounted and vest 100% on the fifth anniversary of the award. For 2002, as part of the overall compensation structure adopted for the Global Corporate and Investment Bank, Smith Barney and Citigroup International, special equity awards were made to certain employees in those businesses in lieu of cash payments. The special equity awards were not discounted and vest over a three-year term, which began on July 12, 2003 with one-sixth of the award vesting every six months after the initial vesting. For 2002, Charles Prince and Robert Druskin, both of whom were officers in the Global Corporate and Investment Bank at the time such awards were made, received such special equity awards of restricted stock in lieu of cash payments.

With respect to the retention and special equity awards, until the shares vest, a recipient may not transfer the shares. After they vest, the shares become freely transferable, subject to the stock ownership commitment described above. From the date of award, the recipient can direct the vote on the shares and receives regular dividends. The 2003 retention awards to Charles Prince and Robert Willumstad were each valued at $15,000,039. The 2002 special equity awards to Mr. Prince and Mr. Druskin were valued at $1,750,000 and $1,562,750, respectively. These awards are included in the amounts set forth in the Summary Compensation Table above under “Restricted Stock Awards.”

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In accordance with the stock option program guidelines, in lieu of options awarded to them for 2003, each of Charles Prince and Robert Druskin elected to receive shares of deferred stock. Similarly, in accordance with the terms of the stock option program guidelines, in lieu of options awarded to him for 2002, Robert Druskin elected to receive shares of deferred stock. These shares of deferred stock are not discounted, do not vest until three years after the date of the award and are not distributable to the recipients until such time as they are no longer executive officers of Citigroup. From the date of award, the recipient receives dividend equivalents but does not have voting rights with respect to the shares. For 2003, Charles Prince received an award valued at $828,167 and Robert Druskin received an award valued at $414,083. For 2002, Robert Druskin received an award valued at $343,021. These awards are included in the amounts set forth in the Summary Compensation Table above under “Restricted Stock Awards.”

With respect to restricted and deferred stock awards, generally, if upon termination of employment the sum of the recipient’s age and years of service is at least 75, the recipient is no longer engaged in his or her business or profession, and with respect to awards granted prior to January 2005, the recipient is at least 55 years old, then such awards will continue to vest on schedule provided the recipient does not compete with Citigroup’s business operations. With respect to the special equity awards, if upon termination of employment the recipient is at least 55 years old, the sum of the recipient’s age and years of service is at least 60, and the recipient is no longer engaged in his or her business or profession, then such awards will continue to vest on schedule provided the recipient does not compete with Citigroup’s business operations. With respect to the retention awards, in order for the awards to vest, the recipient must remain employed by Citigroup for the entire vesting period in order to receive the shares.

In connection with Sanford Weill’s transition to his role as Chairman of the Board, the vesting of the shares of restricted stock awarded to him in 2002 (in respect of 2001), which would have vested in 2005, was accelerated to December 2003. The total number of shares vested was 178,479.80. The acceleration of the vesting was approved by the personnel and compensation committee and the board.

As of December 31, 2004 (excluding awards that vested in February 2005, but including awards made in January 2005), total holdings of restricted and deferred stock of Citigroup and the market value of such shares for the covered executives was:

The market price of Citigroup common stock at December 31, 2004 was $48.18 per share.

(C) The share numbers in this column have been restated to reflect equitable adjustments made to all Citigroup options outstanding on August 20, 2002 in respect of the distribution to all stockholders of shares of Travelers Property Casualty Corp. For each option grant, the number of options was increased by a factor of 1.0721990 and the exercise price was decreased by a factor of .9326627. The expiration and vesting dates of each option did not change. The total number of options granted to each of the covered executives prior to the adjustment was:

(D) Amounts paid in respect of group term life insurance premiums.

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