0001206774-10-000406 Sample Contracts

December 29, 2008 Edward J. Kelly Citigroup Inc. 399 Park Avenue New York, NY 10043 Dear Ned:
Letter Agreement • February 26th, 2010 • Citigroup Inc • National commercial banks

Reference is made to our letter agreement dated February 4, 2008 (the “Letter Agreement”). In light of the need to modify the Letter Agreement to reflect your changed position within Citigroup Alternative Investments (“CAI”) since the execution of the Letter Agreement, you and we hereby agree to amend the Letter Agreement as follows:

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FORM OF CITI LONG-TERM RESTRICTED STOCK AWARD AGREEMENT Citi Long-Term Restricted Stock Award Agreement
Citi Long-Term Restricted Stock Award Agreement • February 26th, 2010 • Citigroup Inc • National commercial banks • New York
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