Citigroup (C)

PAYMENTS

Section 4.01 Payments Generally. Subject to Article V and Section 8.09 hereof, the vested portion of a Participant’s Account Balance will be paid to the Participant in a single sum on the applicable Vesting Date or as soon as practicable thereafter (but not later than March 15 ^th of the calendar year following the calendar year in which the applicable Vesting Date occurs).

Section 4.02 No Withdrawals or Loans. Prior to payment as provided for herein, a Participant will have no rights under the Plan to make withdrawals from his or her Accounts for any reason. In no event will a Participant be entitled to receive loans from the Company based upon the balance in his or her Accounts.

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Section 4.03 Taxes and Withholding. As a condition to any payment pursuant to the Plan, the Company may require a Participant to pay such sum to the Company as may be necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on the Participant on account of his or her participation in the Plan. In the discretion of the Company, the Company may deduct or withhold such sum from any payment or distribution to the Participant, whether pursuant to the Plan or otherwise.

Section 4.04 Payment in Discharge of the Company’s Obligations. Any payment made to a Participant or his or her beneficiary pursuant to the terms of the Plan shall (i) reduce the Participant’s Account Balance in respect of the Award in which such payment is made and (ii) constitute a complete discharge of the obligations of the Company with respect thereto.

Section 4.05 Currency and Foreign Exchange Rates. All payments under the Plan will be made in cash in U.S. dollars to Participants who reside within the United States at the time such payments are made. With respect to Participants who reside outside the United States, unless the Committee determines otherwise, all payments under the Plan will be made in cash in the local currency of the country in which the Participant resides at the time such payments are made and such payments shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the Company. Participants will have no right to any other form of payment.

PAYMENTS

Section 4.01 Payments Generally. Subject to Article V and Section 8.09 hereof, the vested portion of a Participant’s Account Balance will be paid to the Participant in a single sum on the applicable Vesting Date or as soon as practicable thereafter (but not later than March 15 ^th of the calendar year following the calendar year in which the applicable Vesting Date occurs).

Section 4.02 No Withdrawals or Loans. Prior to payment as provided for herein, a Participant will have no rights under the Plan to make withdrawals from his or her Accounts for any reason. In no event will a Participant be entitled to receive loans from the Company based upon the balance in his or her Accounts.

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Section 4.03 Taxes and Withholding. As a condition to any payment pursuant to the Plan, the Company may require a Participant to pay such sum to the Company as may be necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on the Participant on account of his or her participation in the Plan. In the discretion of the Company, the Company may deduct or withhold such sum from any payment or distribution to the Participant, whether pursuant to the Plan or otherwise.

Section 4.04 Payment in Discharge of the Company’s Obligations. Any payment made to a Participant or his or her beneficiary pursuant to the terms of the Plan shall (i) reduce the Participant’s Account Balance in respect of the Award in which such payment is made and (ii) constitute a complete discharge of the obligations of the Company with respect thereto.

Section 4.05 Currency and Foreign Exchange Rates. All payments under the Plan will be made in cash in U.S. dollars to Participants who reside within the United States at the time such payments are made. With respect to Participants who reside outside the United States, unless the Committee determines otherwise, all payments under the Plan will be made in cash in the local currency of the country in which the Participant resides at the time such payments are made and such payments shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the Company. Participants will have no right to any other form of payment.

PAYMENTS

Section 4.01    Payments Generally. Unless otherwise determined by the Committee and subject to Article V hereof, an amount equal to fifty percent (50%) of the balance in an Account will be paid by the Company, in cash, to the applicable Participant on January 20, 2009, and the remaining unpaid balance in an Account will be paid by the Company, in cash, to the applicable Participant on January 20, 2010.

Section 4.02    No Withdrawals or Loans. Prior to payment as provided for herein, a Participant will have no rights under the Plan to make withdrawals from his or her Accounts for any reason. In no event will a Participant be entitled to receive loans from the Company based upon the balance in his or her Accounts.

Section 4.03    Taxes and Withholding. As a condition to any payment pursuant to the Plan, the Company may require a Participant to pay such sum to the Company as may be

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necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on the Participant on account of his or her participation in the Plan. In the discretion of the Company, the Company may deduct or withhold such sum from any payment or distribution to the Participant, whether pursuant to the Plan or otherwise.

Section 4.04    Payment in Discharge of the Company’s Obligations. Any payment made to a Participant or his or her beneficiary pursuant to the terms of the Plan shall (i) reduce the balance of the Account in respect of which such payment is made and (ii) constitute a complete discharge of the obligations of the Company with respect thereto.

Section 4.05    Currency and Foreign Exchange Rates. All payments under the Plan will be made in cash in U.S. dollars to Participants who reside within the United States at the time such payments are made. With respect to Participants who reside outside the United States, all payments under the Plan will be made in cash in the local currency of the country in which the Participant resides at the time such payments are made and such payments shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the Company. Participants will have no right to any other form of payment.