Citigroup (C)

(a)           The Company shall deliver to each Participant who remains employed with the Company through and including the Vesting Date the number of Company shares, if any, not to exceed Participant’s Maximum Shares, equal to (a) the sum of Participant’s Performance Based Amounts for each Performance Period divided by (b) the Award Date Fair Market Value (less any fractional share, which shall be disregarded).  Except as otherwise provided for herein, the Company shall distribute Participant’s vested Award shares as soon as is reasonably practicable after the Vesting Date, but in no event later than the last business day of calendar year 2010.

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(b)           If Participant’s employment with the Company is terminated on account of death, Disability (as defined in Section 3(b) hereof), or an involuntary termination other than for Gross Misconduct (as defined in Section 3(f) hereof) prior to the Vesting Date, Participant (or, in the case of Participant’s death, his or her estate) shall receive his or her Pro Rata Award.  A Participant’s “Pro Rata Award” shall mean the number of shares, if any, not to exceed Participant’s Maximum Shares, equal to (i) the sum of (A) Participant’s Performance Based Amount for each Performance Period (if any) prior to the Performance Period in which Participant’s Termination Date (as defined below, and constituting a “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)(1)(i), but without regard to the last sentence thereof)) occurs, and (B) Participant’s Performance Based Amount for the Performance Period in which Participant’s Termination Date occurs multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period up to and including the Termination Date and the denominator of which is the number of calendar days in the applicable Performance Period, divided by (ii) the Award Date Fair Market Value.  The Company shall deliver the vested shares, if any, by March 15 of the calendar year following the calendar year that includes the Participant’s Termination Date (the “Pro Rata Award Distribution Period”), unless payment of the Award is delayed by reason of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein.

(c)           If a Participant has an Eligibility Date after July 17, 2007, Participant shall receive an Award, not to exceed Participant’s Maximum Shares, equal to (i) the sum of (A) Participant’s Performance Based Amount for each Performance Period (if any) after the Performance Period in which Participant’s Eligibility Date occurs, and (B) Participant’s Performance Based Amount for the Performance Period in which Participant’s Eligibility Date occurs multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period after and including the Eligibility Date, and the denominator of which is the number of calendar days in the applicable Performance Period, divided by (ii) the Award Date Fair Market Value (less any fractional share, which shall be disregarded).

(d)           Participant’s “Performance Based Amount” for each Performance Period shall mean the amount equal to the product of (a) one-third of Participant’s Basis multiplied by (b) the “TSR Score” (as defined in Exhibit A hereto) for such Performance Period multiplied by (c) the “ROE Score” (as defined in Exhibit B hereto) for such Performance Period.

(e)           Participant’s “Basis” is indicated in the Award Summary, on page of 1 of Agreement, and is equal to the lesser of (a) the amount equal to Participant’s base salary as of July 17, 2007 plus the nominal amount of his or her annual incentive award granted in January 2007 or (b) $8 million.  For a Participant whose Eligibility Date is after July 17, 2007 and whose Basis is not calculable because he or she was not an employee of the Company prior to the Eligibility Date, a comparable base salary and incentive award amount shall be used by the Personnel and Compensation Committee of the Citigroup Board of Directors (the “Committee”) in its sole discretion, provided, however, that Participant’s Basis shall in no event exceed $8 million.  The Basis of any Participant with an Eligibility Date after July 17, 2007 shall be reduced by the nominal pre-tax value of any retention award made after July 1, 2007.

(f)            A “Performance Period” shall mean each of the following periods: (a) July 1 through December 31, 2007, (b) January 1 through December 31, 2008 and (c) January 1 through December 31, 2009.

(g)           Participant’s “Maximum Shares” is the number of shares of Citigroup stock indicated in the Award Summary on page 1 of this Agreement and is equal to 187.5% of Participant’s Basis divided by the Award Date Fair Market Value (less any fractional share, which shall be disregarded).

(h)           A Participant’s “Eligibility Date” is the later of July 17, 2007 or the date on which Participant becomes a member of Citigroup’s Management Committee; provided, however, that no employee with an Eligibility Date after July 17, 2007 shall become a participant in the Program unless specifically approved by the Committee.

(i)            The “Award Date Fair Market Value” is the amount indicated in the Award Summary on page 1 of this Agreement.

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