0001206774-11-000316 Sample Contracts

CITIGROUP INC. 2010 KEY RISK EMPLOYEE PLAN AWARD AGREEMENT
Award Agreement • February 25th, 2011 • Citigroup Inc • National commercial banks
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CITIGROUP INC. 2010 KEY EMPLOYEE PROFIT SHARING PLAN AWARD AGREEMENT
Key Employee Profit Sharing Award Agreement • February 25th, 2011 • Citigroup Inc • National commercial banks
November 1, 2010
Equity Distribution Agreement • February 25th, 2011 • Citigroup Inc • National commercial banks

This letter agreement is being executed and delivered to confirm and set forth the terms and conditions of an agreement among Morgan Stanley & Co. Incorporated, as sales agent and/or principal (the “Manager”) and Citigroup Inc., a Delaware corporation (the “Company”), relating to the Equity Distribution Agreement, dated April 26, 2010 (the “Agreement”), among the Manager, the Company and the United States Department of the Treasury, as selling stockholder (the “Selling Stockholder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

Re: Consulting Agreement Renewal
Consulting Agreement • February 25th, 2011 • Citigroup Inc • National commercial banks

This letter sets forth our mutual understanding that the Consulting Agreement dated April 5, 2010, between you and Citigroup Inc., shall continue in effect on the same terms and conditions from January 1, 2011 through December 31, 2011.

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