0000831001-20-000031 Sample Contracts

Citigroup Inc. Off-Cycle Award Agreement Summary
Cycle Award Agreement • February 21st, 2020 • Citigroup Inc • National commercial banks • New York

Citigroup Inc. (“Citigroup”) hereby grants to Jane Fraser (the “Participant”) the awards summarized below (your “Awards”) pursuant to the Citigroup 2019 Stock Incentive Plan, as amended from time to time (the “Stock Incentive Plan”), the relevant prospectus (the “Prospectus”), and the Citigroup Deferred Cash Award Plan, as amended and restated effective as of January 1, 2015 (“DCAP”).

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November 8, 2019 Stephen Bird Citi New York, NY 10013 Dear Stephen:
Award Agreement • February 21st, 2020 • Citigroup Inc • National commercial banks • New York

This agreement, including Exhibit A (together, the “Agreement”), sets forth the total payments and benefits that you are eligible to receive in connection with your separation of employment from Citibank, N.A. (together, as applicable, with its parent, subsidiaries and affiliates, and as further defined herein, “Citi”) provided that you sign this Agreement (including Exhibit A), do not revoke the Agreement during the applicable Revocation Period (as defined in Paragraph 17 below), and comply with the applicable terms.

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