0001047469-10-009274 Sample Contracts

FORM OF CITIGROUP EQUITY OR DEFERRED CASH AWARD AGREEMENT (EFFECTIVE 11/01/10) Citigroup Inc. [Equity][Deferred Cash] Award Agreement
Equity or Deferred Cash Award Agreement • November 5th, 2010 • Citigroup Inc • National commercial banks • New York

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]. 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 the United States Treasury Department, 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.

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FORM OF CITI LONG-TERM RESTRICTED STOCK AWARD AGREEMENT (EFFECTIVE NOVEMBER 1, 2010) Citi Long-Term Restricted Stock Award Agreement
Citi Long-Term Restricted Stock Award Agreement • November 5th, 2010 • Citigroup Inc • National commercial banks • New York
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