1 CITIGROUP INC. AUDIT AND RISK MANAGEMENT COMMITTEE ...

Duties and ResponsibilitiesThe Committee shall have the following duties and responsibilities:Meetings and Access• Meet as often as it determines, but not less frequently than quarterly.• Meet separately, periodically, with management, ARR, Risk Management and independent auditors.• Regularly report to the Board on the Committee’s activities.• Annually review and report to the Board on its own performance.• Review and assess the adequacy of this Charter annually and recommend any proposed changes tothe Board for approval.Financial Statement, Disclosure and Risk Management Matters• Review and discuss with management and the independent auditors the annual audited financialstatements, including disclosures made in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” (MD&A), and recommend to the Board whether the auditedfinancial statements should be included in Citigroup’s Form 10-K.• Review and discuss with management and the independent auditors the quarterly financialstatements, including disclosures made in MD&A and the results of the independent auditors’ reviewsof the quarterly financial statements, prior to the filing of Citigroup’s Form 10-Q.• Discuss generally Citigroup’s earnings press releases, as well as financial information and earningsguidance provided to analysts and rating agencies. The Committee need not discuss in advance eachearnings release or each instance in which Citigroup may provide earnings guidance.• Receive a disclosure from the Chief Executive Officer and Chief Financial Officer during theircertification process for the 10-K and 10-Q’s about (1) any significant deficiencies and materialweaknesses in design or operation of internal controls over financial reporting and (2) any fraud,whether or not material, involving management or other employees who have a significant role inCitigroup’s internal controls.• Review and discuss periodically reports from the independent auditors on, among other things,certain:º Critical accounting policies and practices to be used;º Alternative treatments of financial information within generally accepted accounting principles;º Other material written communications between the independent auditors and management, suchas any management letter and Citigroup’s response to such letter or schedule of unadjusteddifferences; andº Difficulties encountered in the course of the audit work, including any restrictions on the scope ofactivities or access to requested information, any significant disagreements with management,and communications between the audit team and the audit firm’s national office with respect todifficult auditing or accounting issues presented by the engagement.• Review and discuss with management and the independent auditors, at least annually:º Developments and issues with respect to reserves;2