Common use of Acceptance and Agreement by Participant Clause in Contracts

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE: By: [Name] [Title] Name: GEID: * The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. Generally, no more rapidly than 25% each vesting date. 3 At least one year after award date. 4 No less than prior day NYSE closing price. Generally, no more rapidly than 25% each vesting date. Generally, at least one year after award date. 7 Generally, no later than sixth anniversary of grant date. This Appendix constitutes part of the Equity Award Agreement (the "Agreement") and is applicable to the [EQUITY AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or non-qualified stock option grant (an "Option"), made to Participant under the Program, as described in the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "shares" or "Citigroup stock"). The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's ’s policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is also conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATUREACCEPTANCE: By: ________________________ __________________________ [Name] Name: [Title] Name: GEID: * *The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, and including restrictions or a potential waiver of your rights that may apply pursuant to provisions of the Emergency Economic Stabilization Act of 2008, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. Generally, no more rapidly than 25% each vesting date. 3 At least one year after award date. 4 No less than prior day NYSE closing price. Generally, no more rapidly than 25% each vesting date. Generally, at least one year after award date. 7 Generally, no later than sixth anniversary of grant date. This Appendix constitutes part of the Equity Award Agreement (the "“Agreement"”) and is applicable to the [EQUITY AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], 2009 Performance Stock Award Program award summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or non-qualified stock option grant award (an "Option"), the “Award”) made to Participant under the Program, as described in the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards are The Award is denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "“shares" ” or "“Citigroup stock"”). The "“Company"”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus [Prospectus/Brochure] (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's ’s policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE’S [SIGNATURE][ACCEPTANCE]: By: [Name] Name: [Title] Name: GEID: * *The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, and including restrictions or a potential waiver of your rights that may apply pursuant to provisions of the Emergency Economic Stabilization Act of 2008, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the [Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. /Brochure]. (1) Initial deferral amount. (2) Basis for notional return (may be subject to election) to be added to (or subtracted from) initial deferral amount. (3) Generally, no more rapidly than 25% each vesting date. 3 At . (4) Generally, at least one year after award date. 4 Awards of long-term restricted stock to “covered employees”—i.e., “senior executive officers” and “most highly compensated employees” (as defined in the Emergency Economic Stabilization Act of 2008, as amended, and the regulations promulgated thereunder (“EESA”))—will vest on a schedule determined by the Office of the Special Master for TARP Executive Compensation (the “Special Master”); vested shares from such awards are subject to a restriction on sale or other transfer. (5) No less than prior day NYSE closing price. price (or no less than the NYSE closing price on the grant date for participants who are subject to the reporting requirements of Section 16(a) of the Securities and Exchange Act of 1934, as amended). (6) Generally, no more rapidly than 25% each vesting date. . (7) Generally, at least one year after award date. 7 . (8) Generally, no later than sixth anniversary of grant date. This Appendix constitutes part of the Equity [Equity/Deferred Cash] Award Agreement (the "“Agreement"”) and is applicable to the [EQUITY EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the [restricted or deferred stock award, and/or non-qualified stock option grant (an "Option"“Option”)][deferred cash award (the “Award”)], made to Participant under the Program, as described in the Award Summary on page 1. [FOR EQUITY AWARDS ONLY: Restricted or deferred stock awards and Option grants are hereinafter referred to as "“Awards"”. All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "“shares" ” or "“Citigroup stock"”). .] The "“Company"”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus [Prospectus/Brochure] (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's ’s policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE’S [SIGNATURE][ACCEPTANCE]: By: [Name] Name: [Title] Name: GEID: * *The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, and including restrictions or a potential waiver of your rights that may apply pursuant to provisions of the Emergency Economic Stabilization Act of 2008, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the [Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. /Brochure]. (1) Initial deferral amount. (2) Basis for notional return (may be subject to election) to be added to (or subtracted from) initial deferral amount. (3) Generally, no more rapidly than 25% each vesting date. 3 At . (4) Generally, at least one year after award date. 4 . (5) No less than prior day NYSE closing price. . (6) Generally, no more rapidly than 25% each vesting date. . (7) Generally, at least one year after award date. 7 . (8) Generally, no later than sixth anniversary of grant date. This Appendix constitutes part of the Equity [Equity/Deferred Cash] Award Agreement (the "“Agreement"”) and is applicable to the [EQUITY EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the [restricted or deferred stock award, and/or non-qualified stock option grant (an "Option"“Option”)][deferred cash award (the “Award”)], made to Participant under the Program, as described in the Award Summary on page 1. [FOR EQUITY AWARDS ONLY: Restricted or deferred stock awards and Option grants are hereinafter referred to as "“Awards"”. All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "“shares" ” or "“Citigroup stock"”). .] The "“Company"”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE[SIGNATURE][ACCEPTANCE]: By: [Name] Name: [Title] Name: GEID: * The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. . (1) Generally, no more rapidly than 25% each vesting date. 3 . (2) At least one year after award date. 4 . (3) No less than prior day NYSE closing price. . (4) Generally, no more rapidly than 25% each vesting date. . (5) Generally, at least one year after award date. 7 . (6) Generally, no later than sixth anniversary of grant date. CITIGROUP INC. EQUITY AWARD AGREEMENT APPENDIX This Appendix constitutes part of the Equity Award Agreement (the "Agreement") and is applicable to the [EQUITY AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or non-qualified stock option grant (an "Option"), made to Participant under the Program, as described in the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "shares" or "Citigroup stock"). The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus [Prospectus/Brochure] (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE[SIGNATURE][ACCEPTANCE]: By: By: [Name] [Title] Name: GEID: * The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the [Prospectus/Brochure]. Breakout Core CAP basic The award is also subject to any limitations, adjustments or clawback provisions required under the Emergency Economic Stabilization Act of 2008, as amended, agreements between the Company and premium and Supp CAP sharesthe United States Treasury Department, if applicable. Company policy, other legal, regulatory or governmental requirements, stock exchange listing requirements, or that are required to enable the Company to qualify for any government loan, subsidy, investment or other program. (1) Initial deferral amount. (2) Basis for notional return (may be subject to election) to be added to (or subtracted from) initial deferral amount. (3) Generally, no more rapidly than 25% each vesting date. 3 At . (4) Generally, at least one year after award date. 4 . (5) No less than prior day NYSE closing price. price (or no less than the NYSE closing price on the grant date for participants who are subject to the reporting requirements of Section 16(a) of the Securities and Exchange Act of 1934, as amended). (6) Generally, no more rapidly than 25% each vesting date. . (7) Generally, at least one year after award date. 7 . (8) Generally, no later than sixth anniversary of grant date. This Appendix constitutes part of the Equity [Equity/Deferred Cash] Award Agreement (the "Agreement") and is applicable to the SPECIFY AWARD TYPE: deferred stock/restricted stock/stock option/stock payment/deferred cash/other] (the "Award") under the [EQUITY EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY](the "Program"), [YEAR], as summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or non-qualified stock option grant (an "Option"), made to Participant under the Program, as described in Award. [FOR EQUITY AWARDS ONLY: and the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards are is denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "shares" or "Citigroup stock"). .] The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE: By: [Name] [Title] Name: GEID: * The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, are contained in this Agreement, which includes the Appendix hereto, and are also summarized in the Prospectus. Breakout Core CAP basic The Award is also subject to any limitations, adjustments or clawback provisions required under the Emergency Economic Stabilization Act of 2008, as amended, agreements between the Company and premium and Supp CAP sharesthe United States Treasury Department and/or the Federal Deposit Insurance Corporation, if applicableCompany policy, other legal, regulatory or governmental requirements, stock exchange listing requirements, or that are required to enable the Company to qualify for any government loan, subsidy, investment or other program. Generally, no more rapidly than 25% each vesting dateCITIGROUP INC. 3 At least one year after award date. 4 No less than prior day NYSE closing price. Generally, no more rapidly than 25% each vesting date. Generally, at least one year after award date. 7 Generally, no later than sixth anniversary of grant date. EMPLOYEE OPTION GRANT AGREEMENT APPENDIX This Appendix constitutes part of the Equity Award Employee Option Grant Agreement (the "Agreement") and is applicable to the [EQUITY AWARD PROGRAM NAME] award(s) dated [MONTH] [DAY], [YEAR], Executive Option Grant Program award summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or non-qualified stock option grant (an the "Option"), made granted to Participant under the Program, as described in the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards Options are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "shares" or "Citigroup stock"). The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

Acceptance and Agreement by Participant. I hereby accept the award described above, and agree to be bound by the terms, conditions, and restrictions of such award as set forth in this Agreement, including the Appendix, and in the Prospectus (acknowledging hereby that I have read and that I understand such documents), the Plan and Citigroup's policies, as in effect from time to time, relating to the administration of the Program and the Plan. I understand that vesting is conditioned upon continuous employment with the Company, and that an Award may be cancelled if there is a break in or termination of my employment with the Company. CITIGROUP INC. PARTICIPANT'S SIGNATURE: By: [Name] Name: [Title] Name: GEID: * The terms, conditions and restrictions applicable to your award, including what happens in the event of a termination or suspension of your employment, are contained in this Agreement, which includes including the Appendix hereto, and are also summarized in the Prospectus. Breakout Core CAP basic and premium and Supp CAP shares, if applicable. Generally, no . (1) No more rapidly than 25% each vesting date. 3 . (2) At least one year after award date. 4 . (3) No less than prior day NYSE closing price. Generally, no grant-date fair market value. (4) No more rapidly than 25% each vesting date. Generally, at . (5) At least one year after award date. 7 Generally, no . (6) No later than sixth anniversary of grant date. This Appendix constitutes part of the Equity Award Agreement (the "Agreement") and is applicable to the [EQUITY AWARD PROGRAM NAME] award(s) awards dated [MONTH] [DAY], [YEAR], summarized on the first page of this the Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the restricted or deferred stock award, and/or and non-qualified stock option grant (an "Option"), if applicable, described in the Agreement, made to Participant under the Program, as described in the Award Summary on page 1. Restricted or deferred stock awards and Option grants are hereinafter referred to as "Awards". All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as "shares" or "Citigroup stock"). The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program.