Citigroup (C)

TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE

Section 5.01 Generally. Subject to this Article V, upon termination of a Participant’s employment with the Company, such Participant’s unvested Account Balance shall be forfeited without any payment to the Participant in respect thereof.

Section 5.02 Termination and Leave of Absence Under Special Circumstances. Notwithstanding Section 5.01 and subject to Section 8.09:

(a) If, with respect to a Participant, there occurs an Accelerated Vesting Event, the Participant’s unvested Account Balance shall vest and shall be paid to such Participant or his or her estate, as applicable, in a single sum on the date of the Accelerated Vested Event or as soon as is administratively practicable thereafter (but not later than March 15^th of the calendar year following the calendar year in which the Accelerating Vesting Event occurs).

(b) A Participant who incurs a leave of absence (i) with respect to which the Participant has reemployment rights guaranteed by statute (e.g., a family or medical leave pursuant to the Family and Medical Leave Act of 1993 or military leave) or (ii) with respect to which the Participant does not have such reemployment rights, but which leave of absence was approved by the Company and as to which there is a reasonable expectation that the Participant will return to perform services for the Company, shall be considered for purposes of Articles III, IV and V to be continuously employed with the Company during the period of such leave.

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(c) A Participant whose employment is transferred to an Affiliate shall be considered for purposes of Articles III, IV and V to be continuously employed with the Company during the period of employment with such Affiliate. If the Participant’s employment with such Affiliate or the Company terminates following such transfer, he or she will be subject to all applicable provisions of this Article V.

Section 5.03 Nontransferability. Except as provided in Section 8.04, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable under this Plan or under any other plan, policy, arrangement or agreement of or with the Company or any Affiliate (this Plan and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment during the Participant’s lifetime. In the event of a Participant’s death, his or her unpaid Account Balances will be paid to the Participant’s estate in accordance with Section 5.02(a).

TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE

Section 5.01 Generally. Subject to this Article V, upon termination of a Participant’s employment with the Company, such Participant’s unvested Account Balance shall be forfeited without any payment to the Participant in respect thereof.

Section 5.02 Termination and Leave of Absence Under Special Circumstances. Notwithstanding Section 5.01 and subject to Section 8.09:

(a) If, with respect to a Participant, there occurs an Accelerated Vesting Event, the Participant’s unvested Account Balance shall vest and shall be paid to such Participant or his or her estate, as applicable, in a single sum on the date of the Accelerated Vested Event or as soon as is administratively practicable thereafter (but not later than March 15^th of the calendar year following the calendar year in which the Accelerating Vesting Event occurs).

(b) A Participant who incurs a leave of absence (i) with respect to which the Participant has reemployment rights guaranteed by statute (e.g., a family or medical leave pursuant to the Family and Medical Leave Act of 1993 or military leave) or (ii) with respect to which the Participant does not have such reemployment rights, but which leave of absence was approved by the Company and as to which there is a reasonable expectation that the Participant will return to perform services for the Company, shall be considered for purposes of Articles III, IV and V to be continuously employed with the Company during the period of such leave.

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(c) A Participant whose employment is transferred to an Affiliate shall be considered for purposes of Articles III, IV and V to be continuously employed with the Company during the period of employment with such Affiliate. If the Participant’s employment with such Affiliate or the Company terminates following such transfer, he or she will be subject to all applicable provisions of this Article V.

Section 5.03 Nontransferability. Except as provided in Section 8.04, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable under this Plan or under any other plan, policy, arrangement or agreement of or with the Company or any Affiliate (this Plan and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment during the Participant’s lifetime. In the event of a Participant’s death, his or her unpaid Account Balances will be paid to the Participant’s estate in accordance with Section 5.02(a).

TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE

Section 5.01    Generally. Subject to this Article V, upon termination of a Participant’s employment with the Company, such Participant’s unpaid Accounts shall be forfeited without any payment to the Participant in respect thereof.

Section 5.02    Termination and Leave of Absence Under Special Circumstances. Notwithstanding Section 5.01:

(a)        If, with respect to a Participant, there occurs an Accelerated Vesting Event, an amount equal to the balance in such Participant’s unpaid Accounts shall be paid to the Participant or his or her estate, as applicable, as soon as is administratively practicable following such Accelerated Vesting Event (but not later than March 15^th of the calendar year following the calendar year in which the Accelerated Vesting Event occurs).

(b)        A Participant who incurs a leave of absence (i) with respect to which the Participant has reemployment rights guaranteed by statute (e.g., a family or medical leave pursuant to the Family and Medical Leave Act of 1993 or military leave) or (ii) with respect to which the Participant does not have such reemployment rights, but which leave of absence was approved by the Company and as to which there is a reasonable expectation that the Participant will return to perform services for the Company, shall be considered for purposes of Articles IV and V to be continuously employed with the Company during the period of such leave.

(c)        A Participant whose employment is transferred to an Affiliate shall be considered for purposes of Articles IV and V to be continuously employed with the Company during the period of employment with such Affiliate. If the Participant’s employment with such

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Affiliate or the Company terminates following such transfer, he or she will be subject to all applicable provisions of this Article V.

(d)        A Participant whose employment with the Company and any Affiliates ends for any reason on or after the payment date set forth in Section 4.01 in respect of an Account and prior to receiving payment with respect to such Account shall be considered for purposes of Articles IV and V to be continuously employed with the Company through the date of payment with respect to such Account.

Section 5.03    Nontransferability. Except as provided in Section 8.04, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable under this Plan or under any other plan, policy, arrangement or agreement of or with the Company or any Affiliate (this Plan and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment during the Participant’s lifetime. In the event of a Participant’s death, his or her unpaid Account balances will be paid to the Participant’s estate in accordance with Section 5.02(a).