Equity Award Agreement – Citigroup

Citigroup Inc.
Equity Award Agreement

1. Award Agreement. Citigroup Inc. (“Citigroup“)
hereby grants to Vikram Pandit (“Participant“), the award summarized
below, pursuant to the Citigroup 2009 Stock Incentive Plan, as amended and
restated effective April 21, 2011, and as it may be further amended from time to
time (the “Plan“). The terms, conditions and restrictions of your award
are contained in this Equity Award Agreement, including the attached Appendix
(together, the “Agreement“), and are summarized, along with additional
information, in the Citigroup Deferred Stock Award prospectus dated May
17, 2011, and any applicable prospectus supplements (together, a
“Prospectus“). For the award to be effective, you must accept below,
acknowledging that you have received and read the Prospectus and this Agreement,
including the Appendix.

2. Citigroup Deferred Stock Award Summary*


Award Date:		May 17, 2011
Number of Shares:		240,732
Scheduled Vesting Dates (one-third each vesting date, subject to satisfaction of specified performance objectives):		December 31, 2013
		December 31, 2014
		December 31, 2015

3. Acceptance and Agreement by Participant. I hereby accept
the award described above, and agree to be bound by the terms, conditions, and
restrictions of such award as set forth in this Agreement, including the
Appendix, and in the Prospectus (acknowledging hereby that I have read and that
I understand such documents), the Plan and Citigroup’s policies, as in effect
from time to time, relating to the administration of the Plan. I understand that
vesting is conditioned upon continuous employment with the Company, and that an
Award may be cancelled if there is a break in or termination of my employment
with the Company.



CITIGROUP INC.		PARTICIPANT’S SIGNATURE:
By:	/s/ PAUL MCKINNON	/s/ VIKRAM S. PANDIT
Paul McKinnon Head of Human Resources		Name: Vikram S. Pandit

* 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. The Award is also subject to any modifications,
limitations, adjustments or clawback provisions required under Company policy or
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.

CITIGROUP INC.
EQUITY AWARD AGREEMENT
APPENDIX

This Appendix constitutes part of the Equity Award Agreement (the
“Agreement“) and is applicable to the deferred stock award (the
“Award“) 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 Award. The Award is 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.

1. Terms and Conditions. The terms, conditions, and
restrictions of the Award are set forth below. Certain of these provisions,
along with other important information, are summarized in the Citigroup
Deferred Stock Award prospectus dated May 17, 2011, and any applicable
prospectus supplement (together, the “Prospectus“). The terms,
conditions, and restrictions of the Award include, but are not limited to,
provisions relating to amendment, vesting, and cancellation of the Award,
restrictions on the transfer of Awards, and additional restrictions as further
described below.

By accepting an Award, Participant acknowledges that he has read and
understands the Prospectus and the terms and conditions set forth in this
Appendix. Participant understands that this Award and all other incentive awards
granted by the Company are entirely discretionary and that no right to receive
the Award, or any incentive award, exists absent a prior written agreement to
the contrary.

Participant understands that the value that may be realized from an
Award, if any, is contingent and depends on the future market price of Citigroup
stock, among other factors, and that because equity awards are discretionary and
intended to promote employee retention and stock ownership and to align
employees’ interests with those of stockholders, equity awards are subject to
vesting conditions and will be canceled if such conditions are not
satisfied.

Any monetary value assigned to an Award in any communication
regarding the Award is contingent, hypothetical, and for illustrative purposes
only and does not express or imply any promise or intent by the Company to
deliver, directly or indirectly, any certain or determinable cash value to
Participant. Receipt of an Award covered by this Agreement, or any other
incentive award, is neither an indication nor a guarantee that an incentive
award of any type or amount will be made in the future, and absent a written
agreement to the contrary, the Company is free to change its practices and
policies regarding incentive awards at any time in its sole discretion.

Any actual, anticipated, or estimated financial benefit to
Participant from an Award is not and shall not be deemed to be a normal or an
integral part of Participant’s regular or expected salary or compensation from
employment for any purposes, including, but not limited to, calculating any
statutory, common law or other employment-related payment to Participant,
including any severance, resignation, termination, redundancy, end-of-service,
bonus, long-service awards, pension, superannuation or retirement or welfare or
similar payments, benefits or entitlements, and in no event should be considered
as compensation for, or relating in any way to, past services for the
Company.

2. Vesting. If conditions to vesting are satisfied, shares
underlying the Award will vest on the vesting dates set forth in the Stock Award
Summary (the “Scheduled Vesting Dates“), or at such earlier times as
provided for upon the occurrence of events described in Section 4. The value of
any fractional shares resulting from the application of the vesting schedule set
forth in the Stock Award Summary will be applied to Participant’s tax
withholding obligations at the time of vesting. Vesting in each case is subject
to receipt of the information necessary to make required any tax payments and
confirmation by Citigroup that all conditions to vesting have been satisfied.

Vesting of each tranche of the Award is conditioned on Participant’s
continuous employment with the Company up to and including the Scheduled Vesting
Date, unless otherwise provided below. In addition, vesting will occur only if
the Personnel and Compensation Committee of the Citigroup Inc. Board of
Directors (the “Committee“) determines prior to the applicable
Scheduled Vesting Date that Participant has satisfied objectives established by
the Committee in its discretion in following three areas:

(1) regulatory considerations (such as capital levels and ratios and the
results of Company-wide risk management efforts);

(2) an organizational culture focused on responsible finance, conducting
business with integrity and serving the Company’s customers (measured through
performance metrics such as opinion surveys); and

(3) talent development (such as the quality of succession and development
plans across a broad group of senior managers).

Before each Scheduled Vesting Date, the Committee will determine whether to
vest the applicable tranche in full or cause the tranche to be entirely
forfeited, based on Participant’s performance in meeting discretionary criteria
in these three areas. The Committee’s determination whether to vest the
applicable tranche will be final and binding on Participant and all other
persons.

3. Delivery of Vested Shares; Transfer Restriction. Vested
shares shall be distributed as soon as practicable after the date of vesting,
but no later than March 15 of the year following the calendar year in which the
date of vesting occurs. The Company shall deduct required tax withholdings from
the vested shares; thereafter the net after-tax shares will be delivered to the
Company’s transfer agent and will be subject to a restriction on the sale or
transfer of such shares (the “Transfer Restriction“) that will lapse on
December 31, 2015. Shares subject to the Transfer Restriction shall remain
subject to the clawback set forth in Section 4(f) hereof until the Transfer
Restriction lapses.

4. Termination of Employment. The vesting of the Award is
conditioned upon Participant’s continuous employment with the Company and/or
subject to other conditions, as provided below. For all purposes related to the
Award, Participant’s employment shall be deemed terminated on the date of
Participant’s “separation from service” from the Company within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Whether a “separation from service” has occurred will be determined in
accordance with the definition of such term in Treas. Reg. § 1.409A-1(h), which,
unless provided otherwise by such definition (or elsewhere in this Agreement in
a manner that does not conflict with such definition) shall be as of
Participant’s last day of active service with the Company. Additionally, in each
case, whether a termination of employment or a “separation from service” has
occurred will be determined without regard to any entitlement to notice, payment
in lieu of notice, severance pay, termination pay, pension payment, or the
equivalent that may be provided by any other plan, contract, or law.

If Participant’s continuous employment with the Company terminates or is
interrupted for any reason not stated below, unvested shares will be canceled
and Participant shall have no further rights of any kind with respect to
unvested shares If Participant’s continuous employment with the Company
terminates or is interrupted for a reason stated below, Participant’s rights
with respect to the Award will be affected as provided below. In all cases,
including those described below, vested shares shall remain subject to the
Transfer Restriction as set forth in Section 3.

(a) Disability. Subject to the other terms and conditions
of the Award, shares subject to the Award will be eligible to vest during
Participant’s approved disability leave pursuant to a Company disability policy,
and after a termination of Participant’s employment on account of Participant’s
disability the unvested shares subject to the Award will be eligible to vest no
later than the end of the calendar year of Participant’s death, subject to the
discretion of the Committee.

(b) Approved Personal Leave of Absence (Non-Statutory
Leave). Subject to the other terms and conditions of the Award, shares
subject to the Award will be eligible to vest during the first six months of an
approved personal leave of absence, provided that Participant’s leave of absence
was approved by the Committee in accordance with the leave of absence policies
applicable to Participant (an “approved personal leave of absence“). If
Participant’s employment terminates for any reason specified elsewhere in this
Section 4 during the first six months of an approved personal leave of absence,
the Award will be treated as described in the applicable provision of this
Section 4.

(c) Statutory Leave of Absence. Subject to the other terms
and conditions of the Award, shares subject to the Award will be eligible to
vest during a leave of absence that is approved by the Committee, provided by
applicable law and is taken in accordance with such law and applicable Company
policy (a “statutory leave of absence“).

(d) Death. If Participant’s employment terminates by reason
of Participant’s death, the unvested shares subject to the Award will be
eligible to vest no later than the end of the calendar year of Participant’s
death, subject to the discretion of the Committee.

(e) Involuntary Termination for Gross Misconduct.
Notwithstanding any provisions of this Agreement to the contrary, if the Company
terminates Participant’s employment because of Participant’s “Gross
Misconduct” (as defined below), vesting of the Award shall cease, unvested
shares shall be cancelled, and shares subject to the Transfer Restriction will
be canceled as of date Participant’s employment is terminated, and Participant
shall have no further rights of any kind with respect to the Award. For purposes
of this Agreement, “Gross Misconduct” means any conduct that (i) is in
competition with the Company’s business operations, (ii) breaches any obligation
that Participant owes to the Company or Participant’s duty of loyalty to the
Company, (iii) is materially injurious to the Company or (iv) is otherwise
determined by the Personnel and Compensation Committee of the Citigroup Board of
Directors (the “Committee“), in its sole discretion, to constitute
gross misconduct.

(f) Clawback. The unvested shares subject to the Award will
be canceled or forfeited and vested shares subject to the Transfer Restriction
are subject to recovery by the Company if the Committee determines that (i)
Participant received the Award based on materially inaccurate financial
statements (which includes, but is not limited to, statements of earnings,
revenues, or gains) or any other materially inaccurate performance metric
criteria, (ii) Participant knowingly engaged in providing inaccurate information
(including knowingly failing to timely correct inaccurate information) relating
to financial statements or performance metrics, or (iii) Participant materially
violated any risk limits established or revised by senior management, a business
head and/or risk management, or any balance sheet or working or regulatory
capital guidance provided by a business head, or (iv) Participant’s employment
is terminated on account of Gross Misconduct.

5. Non-Transferability. The Award, including any vested
shares subject to the Transfer Restriction, may not be sold, pledged,
hypothecated, assigned, margined or otherwise transferred, other than by will or
the laws of descent and distribution, and no Award or interest or right therein
shall be subject to the debts, contracts or engagements of Participant or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law, by
judgment, lien, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy or divorce), and any attempted disposition
thereof shall be null and void, of no effect, and not binding on the Company in
any way. Participant agrees that any purported transfer shall be null and void,
and shall constitute a breach of this Agreement causing damage to the Company
for which the remedy shall be a cancellation of the Award. During Participant’s
lifetime, all rights with respect to the Award shall be exercisable only by
Participant, and any and all payments in respect of the Award shall be to
Participant only.

6. Stockholder Rights. Participant shall have no rights as
a stockholder of Citigroup over any shares subject to the Award, unless and
until Award shares vest. During the vesting period, Participant will not be
entitled to receive dividend equivalent payments in respect of shares subject to
the Award. Participant will be eligible to receive dividends and will have
voting rights with respect to vested shares that are subject to the Transfer
Restriction.

7. Right of Set Off. Participant agrees that the Company
may, to the extent determined by the Company to be permitted by applicable law
and consistent with Section 409A of the Code, retain for itself funds or
securities otherwise payable to Participant pursuant to this Award or any award
under any equity award program administered by Citigroup to offset any amounts
paid by the Company to a third party pursuant to any award, judgment, or
settlement of a complaint, arbitration, or lawsuit of which Participant was the
subject; to satisfy any obligation or debt that Participant owes the Company or
its affiliates; or in the event any equity award is canceled pursuant to its
terms. The Company may not retain such funds or securities and set off such
obligations or liabilities, as described above, until such time as they would
otherwise be distributable to Participant in accordance with the applicable
award terms.

8. Consent to Electronic Delivery. In lieu of receiving
documents in paper format, Participant hereby agrees, to the fullest extent
permitted by law, to accept electronic delivery of any documents that Citigroup
may be required to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other forms or communications)
in connection with the Award and any other prior or future incentive award or
program made or offered by Citigroup or its predecessors or successors.
Electronic delivery of a document to Participant may be via a Company e-mail
system or by reference to a location on a Company intranet or secure internet
site to which Participant has access.

9. Plan Administration. The Award described in this
Agreement has been granted subject to the terms of the Plan, and the shares
deliverable to Participant in connection with an Award will be from the shares
available for grant pursuant to the terms of the Plan.

10. Adjustments. In the event of any change in Citigroup’s
capital structure on account of (i) any extraordinary dividend, stock dividend,
stock split, reverse stock split or any similar equity restructuring; or (ii)
any combination or exchange of equity securities, merger, consolidation,
recapitalization, reorganization, divestiture or other distribution (other than
ordinary cash dividends) of assets to stockholders, or any other similar event
affecting Citigroup’s capital structure, to the extent necessary to prevent the
enlargement or diminution of the rights of Participants, the Committee shall
make such appropriate equitable adjustments as may be permitted by the terms of
the Plan and applicable law, to the number or kind of shares subject to an
Award. All such adjustments shall conform to the requirements of Section 409A of
the Code, to the extent applicable, and with respect to Awards intended to
qualify as “performance-based compensation” under Section 162(m) of the Code,
such adjustments or substitutions shall be made only to the extent that the
Committee determines that such adjustments or substitutions may be made without
causing the Company to be denied a tax deduction on account of Section 162(m) of
the Code. Citigroup shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for
all purposes. Notwithstanding the foregoing, the Committee may, in its
discretion, decline to adjust any Award made to a Participant, if it determines
that such adjustment would violate applicable law or result in adverse tax
consequences to Participant or the Company, and neither the Committee nor
Citigroup shall be bound to compensate any Participant for any such adjustment
not made, nor shall they be liable to Participant for any additional personal
tax or other consequences of any adjustments that are made to an Award.

11. Taxes and Tax Residency Status. By accepting the Award,
Participant agrees to pay all applicable income and/or social taxes and file all
required tax returns in all jurisdictions where

Participant is subject to tax and/or an income tax filing requirement. To the
extent the Company is required to withhold tax in any jurisdiction upon the
vesting of an Award, Participant acknowledges that Citigroup may (but is not
required to) provide Participant alternative methods of paying the Company the
minimum amount due to the appropriate tax authorities, as determined by the
Company. If no choice is offered at or prior to the time of vesting, or if
Participant does not make a timely election from among the choices offered, the
Company will withhold a sufficient number of shares from the vested shares that
are distributable to Participant to fund only the minimum amount of tax that is
required to be withheld. The number of shares to be withheld will be based on
the fair market value of the shares on the applicable vesting date, as
determined by the Company. To assist Citigroup in achieving full compliance with
its obligations under the laws of all relevant taxing jurisdictions, Participant
agrees to keep complete and accurate records of his income tax residency status
and the number and location of workdays outside his country of income tax
residency from the date of an Award until the vesting of an Award and the
subsequent sale of any shares received in connection with an Award. By accepting
the Award, Participant also agrees to provide, upon request, information about
his tax residency status to Citigroup during such period. Participant will be
responsible for any income tax due, including penalties and interest, arising
from any misstatement by Participant regarding such information.

12. Entire Agreement; No Right to Employment. The
Prospectus and this Agreement constitute the entire understanding between the
Company and Participant regarding the Award and supersede all previous written,
oral, or implied understandings between the parties hereto about the subject
matter hereof, including any written or electronic agreement, election form or
other communication to, from or between Participant and the Company. Nothing
contained herein, in the Plan, or in any Prospectus shall confer upon
Participant any rights to continued employment or employment in any particular
position, at any specific rate of compensation, or for any particular period of
time.

13. Amendment. The Committee may, in its sole discretion,
modify, amend, terminate or suspend the Award at any time, except that no
termination, suspension, modification or amendment of the Award shall (i) cause
the Award to become subject to, or violate, Sections 409A and 457A of the Code,
or (ii) except as provided in Section 14(a) or 15 of this Agreement or Section
21 of the Plan, adversely affect Participant’s rights with respect to the Award,
as determined by the Committee, without Participant’s written consent.

14. Section 409A.

(a) Participant understands that as a result of Section 409A of the Code, if
Participant is a U.S. taxpayer he could be subject to adverse tax consequences
if the Award and/or the Plan are not administered in accordance with the
requirements of Section 409A of the Code. Citigroup may modify or amend the
provisions of the Award and/or the Plan, as necessary, to conform them to the
requirements of Section 409A, Section 457A, or other changes in applicable law.

(b) Notwithstanding any provision of this Agreement to the contrary, in the
case of a deferred stock award that is subject to Section 409A of the Code, any
distribution of shares otherwise provided by the terms of this Agreement to
occur upon any event that would constitute a “separation from service” (within
the meaning of Section 409A of the Code) to a Participant who is a “specified
employee” (within the meaning of Treas. Reg. § 1.409A-1(i)(1)) at the time of
such Participant’s “separation from service,” shall not be made until the date
which is six months from such “separation from service,” or, if earlier, the
date of Participant’s death; and during such six-month deferral period,
Participant shall not be entitled to interest, dividends, dividend equivalents,
or any compensation for any loss in market value or otherwise which occurs with
respect to the Award during such deferral period.

15. Compliance with Regulatory Requirements.
Notwithstanding any provision of this Agreement to the contrary, the Award will
be subject to any modifications, limitations, adjustments or

clawback provisions applicable to Participant to the extent required under
any policy implemented at any time by the Company in its discretion to (i)
comply with any legal, regulatory or governmental requirements, directions,
supervisory comments, guidance or promulgations specifically including but not
limited to guidance on remuneration practices or sound incentive compensation
practices promulgated by any U.S. or non-U.S. governmental agency or authority,
(ii) comply with the listing requirements of any stock exchange on which the
Company’s common stock is traded or (iii) comply with or enable the Company to
qualify for any government loan, subsidy, investment or other program.

16. Arbitration; Conflict; Governing Law. Any disputes
related to the Award shall be resolved by arbitration in accordance with the
Company’s arbitration policies. In the absence of an effective arbitration
policy, Participant understands and agrees that any dispute related to an Award
shall be submitted to arbitration in accordance with the rules of the American
Arbitration Association, if so elected by the Company in its sole discretion. In
the event of a conflict between the Prospectus and this Agreement, this
Agreement shall control. In the event of a conflict between this Agreement and
the Plan, the Plan shall control. This Agreement shall be governed by the laws
of the State of New York (regardless of conflict of laws principles) as to all
matters, including, but not limited to, the construction, application, validity
and administration of the Award.

17. Disclosure Regarding Use of Personal Information and
Participant’s Consent.

(a) Definition and Use of “Personal Information.” In
connection with the grant of the Award, and any other award under any equity
award program of the Company, and the implementation and administration of any
such program, including, without limitation, Participant’s actual participation,
or consideration by the Company for potential future participation, in any
program at any time, it is or may become necessary for the Company to
collect, transfer, use, and hold certain personal information regarding
Participant in and/or outside of Participant’s home country.

The “personal information” that Citigroup may collect, process,
store and transfer for the purposes outlined above may include Participant’s
name, nationality, citizenship, tax or other residency status, work
authorization, date of birth, age, government/tax identification number,
passport number, brokerage account information, GEID or other internal
identifying information, home address, work address, job and location history,
compensation and equity award information and history, business unit, employing
entity, and Participant’s beneficiaries and contact information. Participant may
obtain more details regarding the access and use of his personal information,
and may correct or update such information, by contacting his human resources
representative or local equity coordinator.

Use, transfer, storage and processing of personal information, electronically
or otherwise, may be in connection with the Company’s internal administration of
its equity award programs, or in connection with tax or other governmental and
regulatory compliance activities directly or indirectly related to an equity
award program. For such purposes only, personal information may be used by third
parties retained by the Company to assist with the administration and compliance
activities of its equity award programs, and may be transferred by the company
that employs (or any company that has employed) Participant from Participant’s
home country to other Citigroup entities and third parties located in the United
States and in other countries. Specifically, those parties that may have access
to Participant’s information for the purposes described herein include, but are
not limited to, (i) human resources personnel responsible for administering the
equity award programs, including local and regional equity award coordinators,
and global coordinators located in the United States; (ii) Participant’s U.S.
broker and equity account administrator and trade facilitator; (iii)
Participant’s U.S., regional and local employing entity and business unit
management; (iv) the Committee or its designee, which is responsible for
administering the Plan; (v) Citigroup’s technology systems support team (but
only to the extent necessary to maintain the proper operation of electronic
information systems that support the equity award programs); and (vi) internal
and external legal, tax and accounting advisors (but only to the extent
necessary for them to advise the Company on compliance

and other issues affecting the equity award programs in their respective
fields of expertise). At all times, Company personnel and third parties will be
obligated to maintain the confidentiality of Participant’s personal information
except to the extent the Company is required to provide such information to
governmental agencies or other parties. Such action will always be undertaken
only in accordance with applicable law.

(b) Participant’s Consent. BY ACCEPTING THIS AWARD,
PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL
INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE
EQUITY AWARDS (TO THE EXTENT HE IS ELIGIBLE UNDER APPLICABLE PROGRAM GUIDELINES,
AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE,
TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS PERSONAL
INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE
FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY AWARD, AS DESCRIBED ABOVE.

***

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