Equity or Deferred Cash Award Agreement Sample Contracts

FORM OF CITIGROUP EQUITY OR DEFERRED CASH AWARD AGREEMENT (EFFECTIVE 11/01/09) Citigroup Inc. [Equity][Deferred Cash] Award Agreement

Equity or Deferred Cash Award Agreement • November 6th, 2009 • Citigroup Inc • National commercial banks • New York

• Contract Type
  Equity or Deferred Cash Award Agreement
• Filed
  November 6th, 2009
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

This Appendix constitutes part of the [Equity/Deferred Cash] Award Agreement (the “Agreement”) and is applicable to the [EQUITY/DEFERRED CASH AWARD PROGRAM NAME] award(s) summarized on the first page of this Agreement. This Appendix is part of the Agreement and sets forth the terms and conditions and other information applicable to the [restricted or deferred stock award, and/or non-qualified stock option grant (an “Option”)][deferred cash award (the “Award”)], made to Participant under the Program, as described in the Award Summary on page 1. [FOR EQUITY AWARDS ONLY: Restricted or deferred stock awards and Option grants are hereinafter referred to as “Awards”. All Awards are denominated in shares of Citigroup common stock, par value $.01 per share (referred to herein as “shares” or “Citigroup stock”).] The “Company”, for purposes of this Agreement, shall mean Citigroup and its subsidiaries that participate in the Program, except where provided otherwise herein.

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

• Contract Type
  Equity or Deferred Cash Award Agreement
• Filed
  November 5th, 2010
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  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.