Citigroup (C)

Shares Available for Grant under Existing Plans

We grant equity awards in the form of restricted and deferred stock awards to employees in nearly 100 countries pursuant to a variety of equity award programs, under which some participants may elect to receive non-qualified stock options in lieu of all or a portion of their restricted or deferred stock award. Most of our equity awards are currently being granted under five separate plans — the 1999 plan, the Travelers Group capital accumulation plan (Travelers plan), the 1997 Citicorp stock incentive plan (Citicorp plan), and the Citigroup 2000 employee stock purchase plan (stock purchase plan), all of which have been approved by stockholders, and the Citigroup employee incentive plan (employee incentive plan), which has not been approved by stockholders. Approximately 110,000 shares are available for grant as restricted stock awards to non-employee insurance agents under a plan (agency plan) that has not been approved by stockholders. It is expected that currently outstanding awards under the agency plan will vest, and that the agency plan will be terminated, effective upon the sale of Travelers Life & Annuity Company to MetLife, Inc. which is expected to occur later this year.

As of December 31, 2004, there were 374.19 million shares available for grant under all Citigroup equity compensation plans (excluding the agency plan and the stock purchase plan). The stock purchase plan is qualified under Section 423 of the IRC, and provides only for the purchase of Citigroup common stock by eligible employees pursuant to offerings that may be made from time to time in accordance with the terms of the plan. As of December 31, 2004, 63.73 million shares were available for future offerings under the stock purchase plan.

Table I shows the number of shares remaining available for grant as of December 31, 2004, under our equity plans with shares currently available for grant, and the scheduled expiration date of each plan. These plans which — for purposes of this discussion — do not include the stock purchase plan and the agency plan, are referred to throughout the rest of this proposal as the existing plans.

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On January 1, 2005, an additional 79.41 million shares became available for grant pursuant to the “evergreen” feature of the Citicorp plan, and on January 2 and January 18, 2005, Citigroup granted awards of restricted and deferred stock and stock options covering a total of approximately 51.21 million shares. Adjusting the total number of shares available for grant under the existing plans as of December 31, 2004, to reflect this activity, we estimate that there currently are approximately 402.40 million shares available for future grant under the existing plans, approximately 48.28 million of which are currently available for grant under the 1999 plan, as shown on Table II below. This number does not include shares that became available for grant in respect of canceled or expired awards, and shares used to pay taxes, or awards made to new hires since December 31, 2004.