REAL EXECUTIVE COMPENSATION

CITI GROUP - REAL EXECUTIVE COMPENSATION

TABLE OF CONTENTS

CITIGROUP BACKGROUND2FINANCIAL PERFORMANCE DATA 2007-20102CEO TENURE AND ITS COMPENSATION PACKAGE2CITIS EXECUTIVE COMPENSATION PLAN4OBJECTIVES4DRIVERS FOR DETERMINING EXECUTIVE COMPENSATION4DRIVERS FOR COMPENSATION 2007-20106APPENDIX A PEER PERFORMANCE DURING FINANCIAL CRISIS 20087APPENDIX B - AWARDS MADE BY THE COMPENSATION COMMITTEE 2007-20108APPENDIX C - TARP (Troubled Asset Relief Program) AND ITS EFFECT ON CITIGROUP11APPENDIX D- DIRECT COMPENSATION APPROVED BY OSM FOR TARP COMPANIES 2009-201112APPENDIX E TARP EXPENDITURES TO SEVEN COMPANIES THAT RECEIVED EXCEPTIONAL ASSISTANCE13

CITIGROUP BACKGROUNDThe company is headquartered in Manhattan, New York city. It was formed from one of the worlds largest mergers in history on April 7, 1998 (Citicorp & Travelers group. It is one of the largest financial services companies in the world. It is ranked 24th in term of asset size as of 2011. It has 200 million customer accounts in more than 100 countries. It is employing approx. 358,000 staff with 16,000 offices. The company was bailed out by the U.S. government in October 2008 with $25 billion and again in December 2008 with $20 billion in other securities, after the financial crisis. However, TARP money was not used in compensation.Citgroup paid its new CEO Michael Corbat $11.5 million in 2012, including one of the few cash bonuses.FINANCIAL PERFORMANCE DATA 2007-2010

CEO TENURE AND ITS COMPENSATION PACKAGECEO Charles Prince (2001-2007)Elements of Resignation PackageTotal Amount (Millions)

Exit Bonus$12.5

Stocks and Options$68

Pension$1.7

Total$81.12

Charles Prince joined the Board of Directors in the year 2006 of the Citigroup. The total compensation Mr. Prince received during his tenure is $49.9 million. Prince ResignationOn Sunday, 4 November 2007, Prince resigned from his post as CEO of Citigroup due to the failing mortgage industry. He was replaced by Vikram Pandit as the CEO of Citigroup, and by Robert Rubin as its Chairman. During his tenure, the market value of Citigroup dropped by $64 billion. He is still a consultant with Citigroup. In 2008, Fortune named Charles Prince as one of eight economic leaders "who didn't see the crisis coming", noting his overly optimistic statements in July 2007.

Elements of Retirement PackageTotal Amount (Millions)

vesting of options$1.28

vesting of deferred stock$16.05

vesting of restricted shares$10.7

Prince Retirement PackageThe package also includes a little more than 83 percent of his 2006 bonus and stock awards of about $23.8 million, adjusted for the total shareholder return for 2007, which is so far a decline of about 38 percent.

CEO Vikram Pandit (2007 till 2012)On 11 December 2007, Pandit was named the new CEO of Citigroup, replacing interim-CEO Sir Winfried Bischoff. Pandit was strongly supported by then interim chairman of Citigroup Robert Rubin, the effective successor to Chuck Prince. COMPENSATION (2007-2010) in millions

2007200820092010

Salary250,000958,333125,0011

Bonus0000

Annual other Income0000

Restricted Stock Award323,81328,830,00000

Securities Options08,432,91100

LTIP payout0000

Non Equity Compensation0000

Other Compensation016,1933,7500

Total573,81338,237,437128,7511

Vikram ResignationOn October 16, 2012, Pandit unexpectedly resigned as Citigroup CEO. Michael Corbat, previously Citigroup's CEO of Europe, Middle East, and Africa, was named as his replacement.Bloomberg News cited anonymous board sources indicating that Pandit was forced out by the board after eroding investor confidence and damaging company relations with regulators over an extended period. TheNew York Timeslater identified ChairmanMichael E. O'Neillas the driving force behind a months-long secret effort to oust Pandit, which culminated in a surprise ultimatum to Pandit stating that he must resign immediately, resign at the end of the year, or be fired.His resignation followed multiple payouts to investors during ongoing fraud allegation.About 55% of shareholders reject Pandit's $15 million 2011 pay package in a non-binding vote. Pandit would walk away with $7 million. CITIS EXECUTIVE COMPENSATION PLAN OBJECTIVESCitis Compensation Philosophy includes designing compensation programs and structures that fulfill four primary objectives: 1) align compensation to shareholder interests; 2) manage risks to the firm by encouraging prudent decision-making; 3) implement evolving regulatory guidance; and 4) attract and retain the best talent to lead the Company to success.

DRIVERS FOR DETERMINING EXECUTIVE COMPENSATIONRole of the Personnel and Compensation CommitteeThe committee is responsible for evaluating the performance of and determining the compensation structure for theCEOas well as for others in Citigroup. Each of the factors comprising the performance results are considered in determining each executives compensation. Formulaic approaches are not used to weight these factors, consistent with the committees and Citigroups belief that the adoption of any given formula could inadvertently encourage undesirable behavior (e.g., favoring one financial measure to the exclusion of other important values). Accordingly, each named executive officers incentive and retention compensation is determined using a balanced scorecard approach that considered, in the context of a competitive marketplace, factors contributing to the financial performance of Citigroup and the executives individual leadership.Basic Citi performance criteria used in evaluations - Citigroup and individual performance were measured by evaluating the following factors against actual performance :COMPENSATION OVERVIEW OF 2008-2010DRIVERS FOR COMPENSATION 2007-2010

APPENDIX A PEER PERFORMANCE DURING FINANCIAL CRISIS 2008

APPENDIX B - AWARDS MADE BY THE COMPENSATION COMMITTEE 2007-2010Awards made by the Committee in 2007Based on the foregoing, in January 2007 the committee approved the following incentive awards to the named executive officers for their performance in 2006:

NameBonusStockAwardsOptionsTotal

Charles Prince (CEO)$13,200,000$10,633,333$0$23,833,333

Sallie Krawcheck$5,820,000$4,688,333$0$10,508,333

Robert E. Rubin$8,400,000$6,766,666$0$15,166,666

Robert Druskin$8,100,000$6,525,000$0$14,625,000

Stephen Volk$5,670,000$4,567,500$0$10,237,500

Awards made by the committee in 2008Based on the foregoing, in January 2008 the committee approved the following incentive and retention awards to the following named executive officers (excluding the special equity awards approved for Mr.Pandit in January 2008 in connection with his newCEOrole):

NameCashBonusDeferredCashRetentionAwardsStockAwardsUnderCAPRetentionEquityAwardsOptionsTotal

Sir Winfried Bischoff$1,950,000$0$3,092,039$1,950,000$0$6,992,039

Vikram Pandit$0$0$0$2,500,000$0$2,500,000

Gary Crittenden$2,850,000$0$4,591,667$5,350,000$0$12,791,667

Sallie Krawcheck$2,910,000$0$4,688,333$4,410,000$0$12,008,333

Lewis Kaden$0$4,000,000$0$4,312,500$0$8,312,500

Michael Klein$0$5,500,000$0$13,800,000$0$19,300,000

Stephen Volk$0$1,300,000$0$8,950,000$0$10,250,000

Awards made by the committee in 2009Specifically, in January 2009 the committee approved the following awards to the named executive officers:

CurrentPerformance-

CashDeferred CashVestingPerformance Priced

NameAwardRetention AwardsEquity AwardsOptionsTotal

Vikram Pandit$0$0$0$0$0

Gary Crittenden$0$0$0$0$0

Ajaypal Banga$0$3,600,000$1,800,000$600,000$6,000,000

James Fores$0$5,265,000$2,632,500$877,500$8,775,000

Stephen Volk$0$3,600,000$1,800,000$600,000$6,000,000

Compensation Structure in 2009The compensation structure has been redesigned to better meet the objectives summarized above. In particular, awards are now more closely tied to future performance and risk management is now a more integrated part of the compensation.Incentive Compensation Structure

Management Executive

Named Executive OfficerCommittee

2008 Cash Awards0%40%

Deferred Cash Retention Awards60%20%

Performance Vesting Equity Awards30%30%

Performance Priced Options10%10%

Total Awards100%100%

Awards made by the committee for 2010The committee approved the following compensation amounts for 2009 to the named executive officers:

NameCashSalaryCashBonusSalaryStockStockIncentiveAwardLongTermRestrictedStockAwardTotal

Vikram Pandit$125,001$0$0$0$0$125,001

John Gerspach$416,667$0$2,916,666$0$1,666,667$5,000,000

Edward Kelly$270,833$0$5,062,500$0$2,666,667$8,000,000

John Havens$500,000$0$475,000$6,150,000$2,375,000$9,500,000

Manuel Medina-Mora$521,797$0$450,000$5,778,203$2,250,000$9,000,000

Alberto Verme$266,667$0$4,683,333$0$2,475,000$7,425,000

Gary Crittenden$277,778$0$0$0$0$277,778

The objective performance criteria listed above were a basis for determining incentive compensation, no specific performance targets were used in developing specific compensation recommendations, approving specific compensation amounts, or in any other aspect of Citis executive compensation process.The committee followed a similar process in evaluating the recommendations made by management regarding compensation for the Top 100. The same scorecard was used for the Top 100, except that executives in the Global Banking business used a more detailed scorecard that was tailored to the financial metrics used in that business. These metrics included information on percentage of overall industry fees, industry rankings, and volume metrics, by products.

APPENDIX C - TARP (Troubled Asset Relief Program) AND ITS EFFECT ON CITIGROUPGetting Out from Under the Special Masters Purview Was a Factor for Repayment of TARP Exceptional Assistance by Bank of America and Citigroup; exited in year 2009.The seven companies that received assistance that was exceptional because of the amount and the nature of their bailouts stood out from the more than 700 financial institutions in the Capital Purchase Program. Those seven companies were American International Group, Inc. (AIG), Bank of America Corporation (Bank of America), Citigroup Inc.(Citigroup), Chrysler Financial Services Americas LLC (Chrysler Financial), Chrysler Holding LLC (Chrysler), General Motors Corporation (GM), and Ally Financial Inc.(Ally), formerly GMAC, Inc. The Special Masters authority was narrowly limited to setting pay for the Top 25 most highly paid employees at these companies, and approving compensation structures, rather than individual pay, for the next 75 most highly compensated employees.The Special Master worked under six principles developed by Treasury: (1) avoiding incentives to take risks; (2) keeping the company competitive and retaining and recruiting employees who would contribute to the companys success and its ability to repay TARP; (3) allocating compensation between salary and incentives; (4) basing pay on performance metrics; (5) setting compensation consistent with similar peers at similarly situated companies; and (6) setting compensation that reflects an employees contribution to the companys value.In proposing high pay packages based on historical pay prior to their bailout, the TARP companies failed to take into account the exceptional situation they had gotten themselves into that necessitated taxpayer bailout as Citigroup executives were highly paid than others in the industry. APPENDIX D- DIRECT COMPENSATION APPROVED BY OSM FOR TARP COMPANIES 2009-2011

APPENDIX E TARP EXPENDITURES TO SEVEN COMPANIES THAT RECEIVED EXCEPTIONAL ASSISTANCE7