Citigroup Inc.

Profit Sharing PlanIn October 2010, the Committee approved awards under the 2010 KeyEmployee Profit Sharing Plan (KEPSP) which may entitle participants toprofit-sharing payments based on an initial performance measurementperiod of January 1, 2010 through December 31, 2012. Generally, if aparticipant remains employed and all other conditions to vesting andpayment are satisfied, the participant will be entitled to an initial payment in2013, as well as a holdback payment in 2014 that may be reduced based onperformance during the subsequent holdback period (generally, January 1,2013 through December 31, 2013). If the vesting and performance conditionsare satisfied, a participant’s initial payment will equal two-thirds of theproduct of the cumulative pretax income for the initial performance periodand the participant’s applicable percentage. The initial payment will be paidafter January 20, 2013, but no later than March 15, 2013.The participant’s holdback payment, if any, will equal the product of(a) the lesser of cumulative pretax income of Citicorp (Citigroup less CitiHoldings) for the initial performance period and cumulative pretax incomeof Citicorp for the initial performance period and the holdback periodcombined (generally, January 1, 2010 through December 31, 2013), and(b) the participant’s applicable percentage, less the initial payment; providedthat the holdback payment may not be less than zero. The holdbackpayment, if any, will be paid after January 20, 2014, but no later thanMarch 15, 2014. The holdback payment, if any, will be credited with notionalinterest during the holdback period. It is intended that the initial paymentand holdback payment will be paid in cash; however, awards may be paidin Citi common stock if required by regulatory authority. Regulators haverequired that U.K. participants receive 50% of their initial payment and 50%of their holdback payment, if any, in shares of Citi common stock that will besubject to a six-month sales restriction.In addition to the vesting and performance conditions described above,nonvested or undelivered KEPSP payments are subject to forfeiture orreduction if a participant (a) received a payment based on materiallyinaccurate financial statements (including, but not limited to, statements ofearnings, revenues or gains) or any other materially inaccurate performancemetric criteria, (b) knowingly engaged in providing inaccurate information(including such participant’s knowingly failing to timely correct inaccurateinformation) relating to financial statements or performance metrics,(c) materially violated any risk limits established by senior managementand/or risk management, or any balance sheet or working capital guidanceprovided by a business head, or (d) is terminated on account of grossmisconduct.Independent risk function employees were not eligible to participate inthe KEPSP as the independent risk function participates in the determinationof whether payouts will be made under the KEPSP. Expense taken in 2010 inrespect of the KEPSP was $48 million.On February 14, 2011, the Committee approved grants of awardsunder the 2011 KEPSP to certain executive officers. These awards have aperformance period of January 1, 2011 to December 31, 2012 and other termsof the awards are similar to the 2010 KEPSP.Additionally, Citigroup may from time to time introduce incentive plansfor certain employees that have an incentive-based award component. Theseawards are not material to Citigroup’s operations.190