CITI DISCRETIONARY INCENTIVE AND RETENTION AWARD PLAN Restated effective as
\nof January 1, 2010<\/p>\n
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PREAMBLE The purpose of the Plan is to reward and retain Eligible Employees
\nthrough discretionary incentive and\/or retention awards under the terms and
\nconditions described in the Plan. Awards under the Plan may be contingent upon
\nthe Company153s performance, an Eligible Employee153s sector or business unit
\nperformance, an Eligible Employee153s individual performance, or any combination
\nof the foregoing. This Plan document, effective as of January 1, 2010, restates
\nthe terms of the Plan as previously evidenced in predecessor documents and
\nreflects long-standing administrative practices, including but not limited to,
\nthe authority of the Senior Human Resources Officer of Citigroup Inc. (or his or
\nher delegate) to act as Plan Administrator and to make decisions concerning the
\nPlan. ARTICLE I DEFINITIONS As used herein, the following terms have the
\nmeanings set forth below. “Award” means, as to any Fiscal Year or any other
\nperiod determined by the Committee or the management of the Company, a
\ndiscretionary incentive and\/or retention award granted to an Eligible Employee
\nin the form of a Cash Bonus, a CAP Award, a CAP-CSE Award, a DCAP Award, an
\nEquity Award, or any other form of discretionary incentive or retention award
\nmade under the terms of the Plan. “Award Date” means the date on which an Award
\nis made. “CAP” means the Capital Accumulation Program, as it may be amended from
\ntime to time. “CAP Award” means an award made pursuant to CAP or the CAP Share
\nProgram. “CAP-CSE Award” means an award made pursuant to the CAP-CSE Program or
\nany successor thereto. “CAP-CSE Program” means the Capital Accumulation
\nProgram-Common Stock Equivalent Program, as it may be amended from time to time.
\n“CAP Share Program” means the Capital Accumulation Program-CAP Share Program, as
\nit may be amended from time to time. “Cash Bonus” means any component of an
\nAward that is payable to a Participant in currency and not in shares of Company
\ncommon stock or derivatives thereof. “Code” means the Internal Revenue Code of
\n1986, as amended. 1<\/p>\n
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“Committee” means the Personnel and Compensation Committee of the Board of
\nDirectors of Citigroup Inc. “Company” means Citigroup Inc. and its Subsidiaries.
\n“DCAP” means the Deferred Cash Award Plan, as amended from time to time. “DCAP
\nAward” means an award made pursuant to DCAP. “EESA” means Section 111 of the
\nEmergency Economic Stabilization Act of 2008, as amended, and any regulations,
\ndeterminations or interpretations that may from time to time be promulgated
\nthereunder. “Eligible Employee” means any employee who (a) is eligible to
\nreceive a discretionary incentive and\/or retention award package under the
\nCompany153s personnel policies as they may be amended from time to time and as in
\neffect on the applicable Award Date, and (b) is actively employed by the Company
\non the Award Date. “Equity Award” means any form of award granted pursuant to
\nthe SIP which is not a CAP Award or a CAP-CSE Award. “ERISA” means the Employee
\nRetirement Income Security Act of 1974, as amended. “Fiscal Year” means the
\naccounting fiscal year of the Company. “Gross Misconduct” means, unless the
\nterms of an Award specifically provide otherwise, a Participant153s engaging in
\nany conduct that (a) that breaches any obligation that Participant owes to the
\nCompany or Participant153s duty of loyalty to the Company, (b) is materially
\ninjurious to the Company, monetarily or otherwise, (c) is otherwise determined
\nby the Committee, in its sole discretion, to constitute gross misconduct, or (d)
\nis defined as gross misconduct under the terms of an Award document.
\n“Participant” means an Eligible Employee who has received an Award under the
\nPlan. “Plan” means the Citi Discretionary Incentive and Retention Award Plan, as
\nit may be amended from time to time. “Plan Administrator” means the Senior Human
\nResources Officer of Citigroup Inc. or his or her delegates. Any such delegation
\nneed not be in writing. “Program” means CAP, the CAP Share Program, the CSE-CAP
\nProgram, DCAP or any other discretionary incentive or retention award program
\noffered by the Company pursuant to the Plan. “SIP” means the Citigroup 2009
\nStock Incentive Plan, as it may be amended from time to time, and any successor
\nthereto. 2<\/p>\n
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“Sub Plans” shall have the meaning ascribed thereto in Section 4.03.
\n“Subsidiary” shall have the meaning set forth in the SIP. “Vesting Conditions”
\nmeans any term, condition or restriction (a) described in the award documents
\napplicable to an Award made pursuant to a Program, or (b) described in
\napplicable award documents for an Award that was not granted pursuant to a
\nProgram, that a Participant must satisfy in order to receive a payment,
\ndistribution or otherwise realize monetary value from an Award. ARTICLE II
\nAWARDS Section 2.01 Awards. For each Fiscal Year or other period determined
\nunder the terms of an Award, the Committee and\/or management of the Company is
\nauthorized, consistent with the terms of the Plan, to grant Awards to Eligible
\nEmployees and to determine the amount of and the terms of (including any Vesting
\nConditions) the Awards granted to Eligible Employees in respect of such Fiscal
\nYear. The terms of the Awards shall be set forth in Award agreements,
\nprospectuses, or such other documents specifically designated by the Company as
\nsetting forth the terms of the Awards. The value of each Eligible Employee153s
\nAward will depend upon performance factors which may include the Company153s
\nperformance, his or her division153s performance and his or her individual
\nperformance, including an assessment of risk management practices and\/or use of
\nrisk capital. The decision whether to grant an Award and how much to grant is at
\nthe sole discretion of Company management, or where applicable, the Committee.
\nThe Committee153s governance approval authorities shall govern which Awards are
\nexpressly subject to Committee approval or review and which may be made at the
\nsole discretion of Company management. Section 2.02 Clawbacks. (a) The terms of
\nany Award granted pursuant to the Plan may provide that such Award may or shall
\nbe cancelled, forfeited, or subject to recovery by the Company, whether or not
\nthe Award has been granted, awarded, distributed, vested, or paid, if (i) the
\nCommittee or its delegate determines that (A) the Participant received an Award
\nbased on materially inaccurate financial statements (which includes, but is not
\nlimited to, statements of earnings, revenues, or gains) or any other materially
\ninaccurate performance metric criteria, (B) the Participant knowingly engaged in
\nproviding inaccurate information (including knowingly failing to timely correct
\ninaccurate information) relating to financial statements or performance metrics,
\nor (C) the Participant materially violated any risk limits established or
\nrevised by senior management, a business head and\/or risk management, or any
\nbalance sheet or working or regulatory capital guidance provided by a business
\nhead, or (ii) the Participant153s employment is terminated on account of Gross
\nMisconduct. (b) The Committee may determine that, with respect to an Award that
\nis subject to any legal, regulatory or governmental requirement, direction,
\nsupervisory comment, guidance or promulgation that so requires or any Award
\nAgreement that so provides, if (i) there is reasonable evidence that a
\nParticipant engaged in misconduct or committed material error, in either case in
\nconnection with his or her employment, or (ii) the Company or such Participant153s
\nbusiness unit has suffered a material downturn in its financial performance or a
\nmaterial failure of risk management, the Committee in its sole discretion may
\ndetermine that such Participant shall not be entitled to any unpaid amount under
\nthe Plan or that any such amount shall be reduced. 3<\/p>\n
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(c) The terms of any Award granted pursuant to the Plan may provide that
\nother specified clawback, cancellation, recovery, forfeiture provisions or
\nperformance-based Vesting Conditions may apply. ARTICLE III ADMINISTRATION
\nSection 3.01 Taxes and Withholding. As a condition to any payment or
\ndistribution of any Award made pursuant to the Plan, the Company may, in its
\ndiscretion, require a Participant to pay such sum to the Company as may be
\nnecessary to discharge the Company153s obligations with respect to any taxes,
\nassessments or other governmental charges, whether of the United States or any
\nother jurisdiction, imposed on the Participant on account of his or her
\nparticipation in the Plan. In the discretion of the Company, the Company may
\ndeduct or withhold such sum from any payment or distribution to the Participant,
\nwhether pursuant to the Plan or otherwise. Section 3.02 Currency and Foreign
\nExchange Rates. All Cash Bonuses or other cash payments made pursuant to the
\nPlan will be made in cash in U.S. dollars to Participants who are employed or
\nreside within the United States at the time such payments are made. With respect
\nto Participants who are employed or reside outside the United States, unless the
\nCompany determines otherwise, all Cash Bonuses or other cash payments made
\npursuant to the Plan will be made in cash in the local currency of the country
\nin which the Participant is employed or resides at the time such payments are
\nmade and such payments shall be made in accordance with the foreign currency
\nexchange rate in effect at the time of payment as determined by the Company.
\nSection 3.03 Nontransferability. Except as may be provided for in award
\ndocuments applicable to Awards granted pursuant to a Program, no Participant nor
\nany creditor or beneficiary of any Participant shall have the right to subject
\nan amount payable or distributable under this Plan or to any anticipation,
\nalienation, sale, transfer, assignment, pledge, encumbrance, attachment or
\ngarnishment during the Participant153s lifetime, including but not limited to, in
\nconnection with a divorce, legal separation or similar event. Section 3.04 Plan
\nAdministration. The Plan shall be administered by the Plan Administrator. The
\nPlan Administrator or his or her delegates shall have discretionary authority to
\ninterpret the Plan, to make all legal and factual determinations, and to
\ndetermine all questions arising in the administration of the Plan, including,
\nwithout limitation, the reconciliation of any inconsistent provisions, the
\nresolution of ambiguities, the correction of any defects, and the supplying of
\nomissions. The Committee or the Plan Administrator may accelerate or defer the
\nvesting or payment of Awards, cancel or modify outstanding Awards, and waive any
\nconditions or restrictions imposed with respect to Awards, subject to the
\nlimitations contained herein. Each interpretation, determination or other action
\nmade or taken pursuant to the Plan by the Plan Administrator shall be final and
\nbinding on all persons, subject to the provisions of Section 5.10 hereof
\nconcerning arbitration. To the extent permitted by applicable law, the Committee
\nor the Plan Administrator may at any time delegate to one or more employees of
\nthe Company some or all of its authority over the administration of the Plan.
\nSuch delegation need not be in writing. 4<\/p>\n
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Section 3.05 Policies. Company management may adopt written or unwritten
\npolicies from time to time that govern Plan administration. ARTICLE IV AMENDMENT
\nAND TERMINATION Section 4.01 Right to Amend or Terminate the Plan. The Committee
\nmay, in its sole discretion, modify, amend, terminate or suspend the Plan or any
\nAward at any time, which modification, amendment, termination or suspension
\nshall not require the consent of the affected Participants and which may be made
\nirrespective of whether it could result in adverse tax consequences to any
\nParticipant; provided that with respect to a Participant who is a U.S. taxpayer
\nthe Committee shall not modify or amend such Participant153s Award in a manner
\nthat would give rise to adverse tax consequences under Section 409A of the Code
\nunless such modification or amendment is undertaken in accordance with Section
\n5.09. No termination of the Plan or any Award Agreement will give rise to a
\nclaim of constructive termination of employment by any Participant. Section 4.02
\nAction Following Termination of the Plan. Upon termination of the Plan, the
\nCommittee or the Plan Administrator may take such action with respect to each
\nParticipant153s Awards as it reasonably determines is necessary or desirable. No
\ntermination of the Plan will give rise to a claim by any Participant of
\nconstructive termination of employment. Section 4.03 Sub Plans. The Company may,
\nin its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan,
\nwhich shall provide for participation in the Plan by Eligible Employees employed
\noutside of the United States. Each Sub Plan shall comply with local laws
\napplicable to incentive or retention plans. The Plan shall be a separate and
\nindependent plan from the Sub Plans. ARTICLE V GENERAL PROVISIONS Section 5.01
\nUnfunded Status of the Plan. The Plan is unfunded. Any Award made pursuant to
\nthe Plan shall represent at all times an unfunded and unsecured contractual
\nobligation of the Company. Each Participant and each of his or her beneficiaries
\nwill be unsecured creditors of the Company with respect to all obligations owed
\nto any of them under the Plan. Amounts payable or distributable under the Plan
\nwill be satisfied solely out of the general assets of the Company subject to the
\nclaims of its creditors. A Participant and his or her beneficiaries will not
\nhave any interest in any fund or in any specific asset of the Company of any
\nkind by reason of any return credited to him or her hereunder, nor shall the
\nParticipant or any of his or her beneficiaries or any other person have any
\nright to receive any payment or distribution under the Plan except as, and to
\nthe extent, expressly provided in the Plan. The Company will not segregate any
\nfunds or assets to provide for the distribution in respect of an Award or issue
\nany notes or security for the payment thereof. Any reserve or other asset that
\nthe Company may establish or acquire to assure itself of the funds to provide
\npayments required under the Plan shall not serve in any way as security to any
\nParticipant or any beneficiary of a Participant for the performance of the
\nCompany under the Plan. 5<\/p>\n
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Section 5.02 ERISA Status of the Plan. The Plan is a discretionary incentive
\nand retention award plan and is not intended to be subject to ERISA, and it
\nshall be operated and interpreted consistent with such intent. A Program may be
\nsubject to ERISA if the express terms of the Program so provide. Section 5.03 No
\nRight to Continued Employment. Neither the Plan nor any action taken or omitted
\nto be taken pursuant to or in connection with the Plan shall be deemed to (a)
\ncreate or confer on a Participant any right to be retained in the employ of the
\nCompany, (b) interfere with or limit in any way the Company153s right to terminate
\nthe employment of a Participant at any time or (c) confer on a Participant any
\nright or entitlement to compensation in any specific amount for any future
\nFiscal Year. In addition, an Eligible Employee153s eligibility for an Award for a
\ngiven Fiscal Year shall not be deemed to create or confer on the Participant any
\nright to an Award, or any benefit or payment in any similar plan or program that
\nmay be established by the Company, in respect of any future Fiscal Year. Section
\n5.04 Offset Rights. Notwithstanding any provisions of the Plan to the contrary,
\nto the extent consistent with the requirements of Section 409A or Section 457A
\nof the Code, the Company may offset against any payments or distributions that
\nwould have otherwise been made to a Participant under the Plan by (a) any
\namounts which such Participant may owe to the Company, or (b) any amounts paid
\nby the Company to a third party pursuant to any award, judgment, or settlement
\nof a complaint, arbitration or lawsuit of which such Participant was the
\nsubject. Section 5.05 Governing Documents. Notwithstanding any provision of this
\nPlan to the contrary, if an Award is granted pursuant to the terms of a Program,
\nthe award documents under the Program shall control in the event of any conflict
\nbetween terms of the Plan and the applicable award documents under the Program.
\nSection 5.06 Successors. The obligations of the Company under this Plan shall be
\nbinding upon the successors of the Company. Section 5.07 Governing Law. The Plan
\nshall be subject to and construed in accordance with the laws of the State of
\nNew York, without regard to any conflicts or choice of law rule or principle
\nthat might otherwise refer the interpretation of the Plan to the substantive law
\nof another jurisdiction. 6<\/p>\n
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Section 5.08 Construction. The headings in this Plan have been inserted for
\nconvenience of reference only and are to be ignored in any construction of any
\nprovision hereof. Use of one gender includes the other, and the singular and
\nplural include each other. Section 5.09 Regulatory Compliance. The award of, or
\npayment or accrual of any portion of, any Participant153s Award will be subject to
\nand compliant with any applicable law and limitations, adjustments or clawback
\nprovisions applicable to such Participant to the extent required under (a) the
\nEmergency Economic Stabilization Act of 2008, as amended, and any applicable
\nrules or regulations thereunder, b) any agreement entered into between the
\nCompany and the United States Treasury Department in connection with the
\nCompany153s participation in the Troubled Asset Relief Program or the Exchange
\nAgreement dated June 9, 2009 between the Company and the United States Treasury
\nDepartment or (c) any policy implemented at any time by the Company in its
\ndiscretion to (i) comply with any other legal, regulatory or governmental
\nrequirements, directions, supervisory comments, guidance or promulgations
\nspecifically including but not limited to guidance on remuneration practices or
\nsound incentive compensation practices promulgated by the Federal Reserve Board,
\nthe Federal Deposit Insurance Corporation or any other applicable U.S. or
\nnon-U.S. bank supervisory or governmental agency or authority, (ii) comply with
\nthe listing requirements of any stock exchange on which the Company153s common
\nstock is traded or (iii) comply with or enable the Company to qualify for any
\ngovernment loan, subsidy, investment or other program. Section 5.10 Arbitration.
\nAny disputes related to the Plan or an Award shall be resolved by arbitration in
\naccordance with the Company153s arbitration policies. In the absence of an
\neffective arbitration policy, any dispute in any way related to or arising out
\nof the Plan or an Award shall be submitted to arbitration in accordance with the
\nrules of the American Arbitration Association. 7<\/p>\n