Common use of Definition of “Significant Competitor;” Certification of Compliance Clause in Contracts

Definition of “Significant Competitor;” Certification of Compliance. (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection 3(l), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the Award continues to be settled pursuant to Subsection 3(k) hereof following a termination of employment, the settlement of the Award will be conditioned upon Participant’s providing by each subsequent Scheduled Vesting Date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection 3(k) hereof in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by a Scheduled Vesting Date, settlement of the Award will cease as of the date that is immediately prior to such Scheduled Vesting Date, the remaining outstanding portion of the Award will be canceled, and Participant will have no further rights of any kind with respect to such Award.

Definition of “Significant Competitor;” Certification of Compliance. (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection 3(l4(j), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the Award continues to be settled pursuant to Subsection 3(k4(i) hereof following a termination of employment, the settlement of the Award will be conditioned upon Participant’s providing by each subsequent the Scheduled Vesting Date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection 3(k4(i) hereof in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by a the Scheduled Vesting Date, settlement of the Award will cease as of the date that is immediately prior to such Scheduled Vesting Date, the remaining outstanding portion of the Award will be canceled, and Participant will have no further rights of any kind with respect to such Award.

Definition of “Significant Competitor;” Certification of Compliance. (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection 3(l3(k), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the Award continues to be settled pursuant to Subsection 3(k3(j) hereof following a termination of employment, the settlement of the Award will be conditioned upon Participant’s providing by each subsequent Scheduled Vesting Date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection 3(k3(j) hereof in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by a Scheduled Vesting Date, settlement of the Award will cease as of the date that is immediately prior to such Scheduled Vesting Date, the remaining outstanding portion of the Award will be canceled, and Participant will have no further rights of any kind with respect to such Award.

Definition of “Significant Competitor;” Certification of Compliance. (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection Section 3(l), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the an Award continues to be settled vest pursuant to Subsection Section 3(k) hereof following a termination of employment, the settlement vesting of the Award will be conditioned upon Participant’s providing by each subsequent Scheduled Vesting Datevesting date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection Section 3(k) hereof and 3(l)(i) in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by a Scheduled Vesting Datethe relevant vesting date, settlement vesting of the Award Awards will cease as of the date that is immediately prior to such Scheduled Vesting Datethe vesting date, the remaining outstanding unvested portion of the Award Awards will be canceled, and Participant will have no further rights of any kind with respect to such AwardAwards.