Citigroup (C)

(j) Satisfying the “Rule of 60.”  If Participant does not satisfy the conditions of Section 4(i) above, but voluntarily retires from the Company when Participant (i) is at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (ii) is under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, then participation in the Program will continue.  If Participant is not, at any time up to and including the Award Termination Date, employed by a “significant competitor” of the Company (as defined in Section 4(l) below), Participant will be entitled to participate in any vesting pursuant to a Vesting Date that occurs after the date of Participant’s retirement.  Any shares that vested before, or that vest after Participant’s retirement date, and accrued dividend equivalents, if applicable (less appropriate withholdings for the payment of taxes), will be distributed to Participant on the 30th day after the Award Termination Date.