0000831001-14-000136 Sample Contracts

Citigroup Inc. Capital Accumulation Program/Deferred Cash Award Plan Award Agreement Summary
Capital Accumulation Program/Deferred Cash Award Plan Award Agreement • October 30th, 2014 • Citigroup Inc • National commercial banks • New York

Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant”) the awards summarized below pursuant to the terms of the Discretionary Incentive and Retention Award Plan, as amended and restated effective as of January 1, 2015 (“DIRAP”). The terms, conditions and restrictions of your awards are contained in this Award Agreement, including the attached Terms and Conditions (together, the “Agreement”). Deferred stock and restricted stock awards are granted under the 2014 Stock Incentive Plan, as amended from time to time (the “Stock Incentive Plan”), pursuant to the 2015 Capital Accumulation Program (“CAP”). CAP awards are summarized, along with additional information, in the 2015 Capital Accumulation Program prospectus dated February 16, 2015, and any applicable prospectus supplements (together, the “Prospectus”). Deferred cash awards are granted under the Deferred Cash Award Plan, as amended and restated effective as of January 1, 2015 (“DCAP”), and are summarized, along with

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FORM OF CITIGROUP 2015 EU IMMEDIATE AWARD AGREEMENT
Eu Immediate Award Agreement • October 30th, 2014 • Citigroup Inc • National commercial banks • New York

Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant”) the award described herein pursuant to the terms of the Discretionary Incentive and Retention Award Plan, as amended and restated effective as of January 1, 2015 (“DIRAP”). Half of the immediate component of your DIRAP award is paid currently in cash (the “Cash Payment”) and the remainder of your immediate award under DIRAP is delivered as stock units (the “Stock Unit Award”) subject to transfer restrictions. The Cash Payment and the Stock Unit Award together constitute your “Award.” The terms, conditions and restrictions of your Award are contained in this Award Agreement, including the attached Terms and Conditions (together, the “Agreement”).

SETTLEMENT AGREEMENT
Settlement Agreement • October 30th, 2014 • Citigroup Inc • National commercial banks • New York
RESOLUTION AGREEMENT
Resolution Agreement • October 30th, 2014 • Citigroup Inc • National commercial banks • New York

This RESOLUTION AGREEMENT (this “Agreement “) is made and effective as of June 28, 2013 (the “Effective Date”), by and among FANNIE MAE, a corporation organized under the laws of the United States (“Fannie Mae”), and CITIMORTGAGE, INC., a New York corporation (“Citi Mortgage”), and CITIBANK, N.A., a national banking association (“Citi NA”) (Citi Mortgage and Citi NA are each referred to as a “Lender” and collectively as “Lender”).

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