Citigroup (C)

Article 2 (Shares to be Delivered in Share Exchange and Allotment)

2.1 Upon the execution of the Share Exchange, CJH shall deliver to the shareholders of NCC (including beneficial shareholders, but excluding CJH), as entered or recorded in the shareholders’ register of NCC (hereinafter including the beneficial shareholders’ register) as of the time (the “Reference Time”) immediately preceding the time when CJH acquires the entire issued stock of NCC (except the stock of NCC already owned by CJH), the number of Citigroup Shares obtained by multiplying the total number of shares of common stock of NCC owned by the shareholders of NCC (excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time (“NCC Shares”) by the Exchange Shares. “Exchange Shares” means, with respect to each NCC Share, the number of Citigroup Shares into which such NCC Share will be exchanged, calculated in accordance with the following formula:

Exchange Shares = ¥ 1,700 /((Citigroup Average Price)(Exchange Rate)), where

“Citigroup Average Price” means the average of the volume-weighted average prices per Citigroup Share on the New York Stock Exchange on each of the trading days in the Valuation Period;

“Valuation Period” means the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008, Eastern Standard Time;

“Exchange Rate” means the average of the mean of the exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation), expressed as a number of yen per one U.S. dollar, as of 11:00 a.m. (Tokyo time) on each of the Business Days from January 15, 2008 (inclusive) to January 17, 2008 (inclusive).

“Business Day” means a day on which banks are open for business in both Tokyo, Japan and New York, New York, U.S.A.

Exchange Shares shall be calculated to the extent of thousandths of a Citigroup Share, rounded to the nearest multiple of 0.002 (rounded up in the case of equidistant thousandths numbers).

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2.2 Upon the execution of the Share Exchange, CJH shall allot to each shareholder of NCC (including beneficial shareholders, but excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time a number of Citigroup Shares equal to the product of the Exchange Shares and the number of NCC Shares owned by such shareholder as entered or recorded in the shareholders’ register of NCC as of the Reference Time.

2.3 Notwithstanding the foregoing, if a Capital Transaction occurs as of a record date during or after the Valuation Period but before the Effective Date (as defined in Article 3 below, hereinafter the same shall apply), the Exchange Shares shall be adjusted proportionately to the relevant ratio of such Capital Transaction, and if a Capital Transaction occurs as of a record date during the Valuation Period the volume-weighted average price per Citigroup Share for all trading days within the Valuation Period prior to such record date shall be adjusted proportionately to such relevant ratio, in each case so as to put NCC shareholders in the same position that they would have been in had such Capital Transaction not taken place. A “Capital Transaction” means a stock dividend, stock split, reverse stock split or similar transaction in connection with the Citigroup Shares that would reasonably require an adjustment of the formula set out in Article 2.1 hereof. In addition, if a cash dividend is declared as of a record date during January 2008 before the Effective Date, an appropriate adjustment shall be made to the Exchange Shares to reflect the diminution in value of the Citigroup Shares delivered at the Effective Date as a result of the dividend declaration.

2.4 Notwithstanding the foregoing, if the number of Citigroup Shares that would be delivered to any NCC shareholder upon the Effective Date includes a fraction of less than one, CJH shall deliver to such shareholder an amount of cash (“hasu-choseikin”) equal, rounded as necessary up to the nearest whole yen, to the product of such fraction and the Market Price in lieu of the number of Citigroup Shares equal to such fraction. For the purpose of this paragraph, “Market Price” shall mean the price per Citigroup Share in the last sales transaction which is made one day prior to the day immediately before the Effective Date (US Eastern Standard Time) on the New York Stock Exchange, converted into Japanese yen, rounded as necessary up to the nearest whole yen, at the mean of the last exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted immediately before the Effective Date by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation).

Article 2     (Shares to be Delivered in Share Exchange and Allotment)

2.1            Upon the execution of the Share Exchange, CJH shall deliver to the shareholders of NCC (including beneficial shareholders, but excluding CJH), as entered or recorded in the shareholders’ register of NCC (hereinafter including the beneficial shareholders’ register) as of the time (the “