Citigroup (C)

Last year, the board adopted a by-law containing a majority vote standard for director elections, replacing the majority vote corporate governance standard. The by-law amendment provides that if a nominee receives, in an uncontested election, a number of votes cast against his or her election that is greater than the number of votes cast for the election of the director, such director shall offer to resign from his or her position as a director. Unless the board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election.

The ratification of KPMG’s appointment and the stockholder proposals each require the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon in order to be approved.

In January 2007, the board adopted a by-law containing a majority vote standard for director elections, replacing the majority vote corporate governance standard. The new by-law amendment provides that if a nominee receives, in an uncontested election, a number of votes against his or her election that is greater than the number of votes cast for the election of the director, such director shall offer to resign from his or her position as a director. Unless the board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election. The ratification of KPMG’s appointment and the stockholder proposals each require the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon in order to be approved.

Directors are elected by a plurality of the votes cast. Recently the board adopted a governance principle that provides if a nominee receives, in an uncontested election, a number of votes withheld from his or her election that is greater than the number of votes cast for the election of the director, such director shall offer to resign from his or her position as a director. Unless the board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election. The text of the principle appears in Citigroup’s Corporate Governance Guidelines which are attached as Annex A to this proxy statement. The ratification of KPMG’s appointment and the stockholder proposals each require the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon in order to be approved. The vote required for the amendments to the Restated Certificate of Incorporation are as follows: (i) the amendments to Articles FOURTH and NINTH must be approved by the affirmative vote of seventy-five percent of the outstanding shares, and (ii) the amendments to Article EIGHTH must be approved by the affirmative vote of sixty-six and two-thirds percent of the outstanding shares.

Directors are elected by a plurality of the votes cast. The ratification of KPMG’s appointment, approval of the amendments to Citigroup’s 1999 stock incentive plan, and the shareholder proposals each require the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon in order to be approved.