Citigroup (C)

In evaluating the appropriateness of the terms of the agreement, the board considered a number of factors. They analyzed Citi’s performance under Mr. Prince’s leadership as Chairman and CEO. The board took into account both economic conditions and the regulatory environment during Mr. Prince’s tenure when evaluating his performance. The board discussed Mr. Prince’s efforts on Citi’s behalf over his almost 30-year tenure with Citi in a variety of roles, including as General Counsel, Chief Administrative Officer, Chief Operating Officer, Chairman and Chief Executive Officer of the Global Corporate and Investment Bank and as a director, Chairman and CEO of Citi. Based on the foregoing, the board determined that the terms and conditions of the agreement were appropriate.

Pursuant to the agreement, Mr. Prince resigned from his positions as a director, Chairman and CEO on November 5, 2007 and agreed to continue as an employee of Citi until December 31, 2007 (retirement date). The agreement provided for Mr. Prince to continue to receive his base salary at the annual rate for 2007 of $1,000,000 and his current level of broad-based employee benefits through his retirement date.

As prescribed under CAP for employees who meet the Rule of 75, all of the nonvested outstanding stock options previously granted to Mr. Prince vested on his retirement date and, provided Mr. Prince continues to comply with the covenants pertaining to not competing with Citi or soliciting certain employees or clients (which are described below), his options will remain exercisable for up to two years following his retirement date. Any sale restrictions on shares distributed in connection with Mr. Prince’s exercise of his options will not apply following his retirement date. Mr. Prince’s outstanding stock options as shown in the Outstanding Equity Awards at Fiscal Year-End Table had an intrinsic value of $0 at December 31, 2007.

All deferred stock awards previously granted to Mr. Prince under CAP vested pursuant to the agreement and were distributed to Mr. Prince on

January 2, 2008. Mr. Prince was entitled to receive all his CAP shares when he terminated employment because he met the Rule of 75; the agreement accelerated the distribution of CAP shares he was entitled to receive under the terms of CAP. The value of the shares he received on January 2, 2008 was $12,491,165.

The restricted stock award granted to Mr. Prince on July 15, 2003 was vested and distributed in November 2007 on a pro-rata basis reflecting the period from the July 15, 2003 grant date through Mr. Prince’s retirement date. The value of the deferred stock on the distribution date was $9,707,486.

Pursuant to the agreement, Mr. Prince also received a cash incentive award in respect of his 2007 service equal to the pre-tax nominal value of the aggregate award package he received in early 2007 for the 2006 compensation year ($22,000,000), decreased by a percentage equal to the total stockholder return percentage for 2007 (-43.3 percent), and pro-rated according to the number of months in 2007 that he was CEO (i.e., multiplied by 10/12). This amount, $10,400,958, was paid on January 31, 2008, when other incentive awards were made.

As long as Mr. Prince continues to comply with the covenants contained in the agreement, Citi will provide him with an office, an administrative assistant, and a car and driver for the lesser of 5 years or until he commences full-time employment with another employer. Citi will pay certain taxes associated with such post-termination benefits. The estimated value of this contractual provision, including the tax payments, is $1,500,000 per year. In the agreement, Citi acknowledged that Mr. Prince’s account balances under Citi’s qualified and nonqualified retirement plans were already

fully vested and are unaffected by the agreement (as of December 31, 2007, the present value of such benefits was $1,795,221, as disclosed in the Pension Benefits Table). Mr. Prince was entitled under these plans to receive his retirement benefits when he terminated employment for any reason at any time.

In exchange for the benefits provided under the agreement, the agreement provides that Mr. Prince, for a period of 5 years, will not solicit certain Citi employees and clients, or engage in any business that is in material competition with any of Citi’s business operations. The agreement provides for mutual nondisparagement, protection of Citi’s proprietary information, and cooperation.