1. Award Agreement. Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant”), the award summarized below, pursuant to the terms of the 2009 Executive Premium Price Stock Option Program (the “Program”). 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 2009 Executive Premium Price Stock Option Program prospectus dated January 14, 2009, and any applicable prospectus supplements (together, a “Prospectus”). Your award is also governed by the Citigroup 1999 Stock Incentive Plan, as amended and restated effective January 1, 2009, and as it may be further amended from time to time (the “Plan”). 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.

† Vested options may not be exercised unless and until the NYSE closing price of Citigroup stock equals or exceeds the applicable grant price for at least 20 NYSE trading days within any period of 30 consecutive NYSE trading days starting on or after the grant date but ending no later than the option expiration date. Once the applicable Grant Price Exercise Condition (as defined in Section 3) is attained, vested options will remain exercisable until the option expiration date, regardless of subsequent stock price performance.

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 Program and 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.

This Appendix constitutes part of the Equity Award Agreement (the “Agreement”) and is applicable to the 2009 Executive Premium Price Stock Option Program 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 non-qualified stock option grant (an “Option”) made to Participant under the Program, as described in the Award Summary on page 1. Option grants are hereinafter referred to as “Awards”. All Awards are 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 that participate in the Program, except where provided otherwise herein.

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 2009 Executive Premium Price Stock Option Program prospectus dated January 14, 2009, 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 Awards, restrictions on the transfer of Awards, and additional restrictions or a potential waiver of Participant’s rights to an Award, if required by the applicable provisions of the Emergency Economic Stabilization Act of 2008, which will regulate Citigroup’s policies and practices with respect to corporate governance and executive compensation, as further described below.

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 vesting 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 award, is neither an indication nor a guarantee that an 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 discretionary 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 severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company.

2. Vesting. If Participant remains employed by the Company until the option vesting date(s) indicated in the Stock Option Grant Summary on page 1 (each a “Vesting Date”), Option shares shall vest and become exercisable, subject to attainment of the Grant Price Exercise Condition (as defined in Section 3 below), in the installment amounts (subject to rounding, in Citigroup’s discretion) for the applicable Vesting Date. Vesting is subject to confirmation by Citigroup that all conditions to vesting have been satisfied. With respect to each installment vesting, 50% of the option shares will have an option grant (exercise) price of $10.61, and 50% will have an option grant (exercise) price of $17.85.

3. Grant Price Exercise Condition. A vested option may not be exercised unless and until, and then only to the extent that, the New York Stock Exchange (“NYSE”) closing price of Citigroup stock equals or exceeds the applicable grant price indicated in the Stock Option Grant Summary on page 1 for at least 20 NYSE trading days within any period of 30 consecutive NYSE trading days starting on or after the option grant date but ending no later than the option expiration date (the “Grant Price Exercise Condition”). Once the applicable Grant Price Exercise Condition has been attained, whether before or after a Vesting Date, the vested options will remain exercisable until the option expiration date, regardless of subsequent stock price performance.

4. Exercise of Option. Vested Option shares may be exercised in whole or in part by Participant upon notice to the Company, together with provision for payment of the grant price (set forth in the Stock Option Grant Summary) and applicable withholding taxes. Such notice shall be given in the manner prescribed by Citigroup and shall specify the date and method of exercise and the number of Option shares that are being exercised. The currently available option exercise methods, which are subject to change at any time, are described in the Prospectus. All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and deadlines then in effect. If Participant uses a broker-assisted exercise method that may be available from time to time, Participant acknowledges and agrees that option proceeds from any broker-assisted exercises will be net of applicable commissions and fees associated with these transactions. The applicable commissions and fees will be disclosed to Participant at or prior to the time of exercise or will be available to Participant upon request. The laws of the country in which Participant is working at the time of grant, vesting, and/or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax or labor matters), and Citigroup accounting or other policies, whether dictated by such country’s political or regulatory climate or otherwise, may restrict or prohibit any one or more of the stock option exercise methods described in the Prospectus; such restrictions may apply differently if Participant is a resident or expatriate employee, and are subject to change at any time. If the last day on which an Option may be exercised pursuant to this Agreement is not a trading day on the NYSE, then the immediately preceding NYSE trading day shall be the last day on which the Option may be exercised. An Option may not be exercised after the Option Expiration Date set forth in the Stock Option Grant Summary (the “Option expiration date”). The Company is not obligated to notify a Participant that an Option is nearing expiration.

5. Fractional Shares. Participant acknowledges that only whole shares of Citigroup stock may be delivered upon the exercise of an Option for shares and that while Citigroup will endeavor to compensate Participant in cash for any fractional shares Participant would otherwise be entitled to receive pursuant to the terms of an Award, due to foreign exchange controls that may be in effect from time to time in certain countries, there is no guarantee that such payments can be made to Participants residing outside of the United States, and the Company shall not be liable if for such reason payment is not made to a Participant.

For all purposes related to an Award, Participant’s employment shall be deemed terminated on the date of Participant’s “separation from service” from Citigroup. 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, regardless of 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.

(a) Voluntary Resignation or Involuntary Termination Other than for Gross Misconduct. If Participant voluntarily terminates his or her employment with the Company, or if Participant’s employment is terminated by the Company for any reason other than “gross misconduct” (as defined below in Section 6(f)), vesting of Option shares will cease on the date Participant’s employment is so terminated, and all unvested Option shares subject to the Award will be canceled. Participant may exercise any vested Option shares, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date.

(b) Disability. The Option will continue to vest on schedule, and if vested, may continue to be exercised (but not later than the Option expiration date), during Participant’s approved disability leave, subject to satisfaction of the Grant Price Exercise Condition. (i) If Participant’s approved disability leave results in a “separation from service,” any unvested Option shares will be cancelled, and any vested Option shares may be exercised, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date. (ii) If Participant provides proof satisfactory to the Company that Participant has been determined by the United States Social Security Administration to be totally disabled, any unvested Option shares will vest, and vested Option shares may be exercised, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date.

(c) Approved Personal Leave of Absence (Non-Statutory Leave). The Option will continue to vest on schedule during the first six months of an approved personal leave of absence, and if vested, may be exercised (but not later than the Option expiration date), subject to satisfaction of the Grant Price Exercise Condition. All unvested Option shares will be canceled as soon as the approved personal leave of absence has exceeded six months, but vested Option shares may be exercised, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date.

(d) Statutory Leave of Absence. The Option will continue to vest and Participant may continue to exercise vested Option shares (but not later than the Option expiration date), subject to satisfaction of the Grant Price Exercise Condition, during a leave of absence that is approved by management of Participant’s business unit, is provided by applicable law and taken in accordance with such law and applicable Company policy (a “statutory leave of absence”). If a statutory leave of absence is followed without interruption by an approved personal leave of absence, any unvested Option shares will be canceled as of the date that the combined leaves, if continuous, have exceeded six months, but vested Option shares may be exercised, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date.

(f) 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 Option, and the right to exercise vested Option shares, will cease on the date Participant’s employment is so terminated; all unexercised Option shares will be canceled as of the termination date of Participant’s employment 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) that 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, monetarily or otherwise, 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. For purposes of this Section 6(f), “Company” shall mean Citigroup and any of its subsidiaries.

(h) Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity that is acquired by another entity in a transaction that is described in Section 409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder (a “change in control”), any unvested Option shares will vest immediately, and the Option may be exercised, subject to satisfaction of the Grant Price Exercise Condition, until no later than the Option expiration date.

7. Non-Transferability. The Award may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred, other than by will or the laws of descent and distribution, and no interest or right therein shall be subject to the debts, contracts or engagements of Participant or his or her 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. The Company shall be under no obligation to entertain, investigate, respect, preserve, protect or enforce any actual or purported rights or interests asserted by any creditor of Participant or any other third party in the Award, and Participant agrees to take all reasonable measures to protect the Company against any such claims being asserted in respect of Participant’s Award and to reimburse the Company for any and all reasonable expenses it incurs defending against or complying with any such third-party claims if Participant could have reasonably acted to prevent such claims from being asserted against the Company.

9. Right of Set Off. Participant agrees that the Company may, to the extent permitted by applicable law, 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.

10. 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(s) covered by this Agreement 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 site to which Participant has access.

12. 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 and/or the grant price applicable 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 the 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.

13. 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. If Participant is an employee in one of Citigroup’s expatriate programs, he or she agrees to pay all applicable income and/or social taxes and file all tax returns in accordance with the applicable expatriate policy. 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 or her income tax residency status and the number and location of workdays outside his or her country of income tax residency from the date of an Award until the later of the vesting of an Award, the exercise of an Option, or the subsequent sale of any shares received in connection with an Award. By signing this Agreement, Participant also agrees to provide, upon request, information about his or her 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.

14. Entire Agreement; No Right to Employment. The Prospectus and the 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.

15. Amendment. The Committee may in, its sole discretion, modify, amend, terminate or suspend the Award or the Program at any time, except that no termination, suspension, modification or amendment of the Award or the Program shall (i) cause the Award or the Program to become subject to, or violate, Section 409A of the Code or EESA (as defined in Section 16), or (ii) except as provided in Section 16, adversely affect Participant’s rights with respect to the Award, as determined by the Committee, without Participant’s written consent.

16. Compliance with Emergency Economic Stabilization Act of 2008. Participant acknowledges that if Participant and any Award governed by this Agreement are subject to Section 111 of the Emergency Economic Stabilization Act of 2008 and any regulations or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by this Agreement must comply with EESA, and that this Agreement shall be interpreted or reformed to so comply. If the making of any payment pursuant to this Agreement would violate EESA, or if the making of such payment may in the judgment of the Company limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program, the Capital Purchase Program, or to qualify for any other relief under EESA, Participant shall be deemed to have waived his or her right to such payment. In addition, if applicable, Participant acknowledges that the Award is subject to forfeiture or repayment if the Award is based on performance metrics that are materially inaccurate. If applicable, Participant also hereby grants to the U. S. Treasury and the Company a waiver releasing the U.S. Treasury and the Company from any claims that Participant may otherwise have as a result of the issuance of any regulations which adversely modify the terms of an Award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury pursuant to EESA.

17. 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 Program.

(a) Definition and Use of “Personal Information.” In connection with the grant of this Award, and any other award under the Program or any other equity award program, 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/her personal information, and may correct or update such information, by contacting his/her 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, including Participant’s supervisor and his/her superiors; (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 OR OTHER AWARD PROGRAMS (TO THE EXTENT HE/SHE 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/HER 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 OR OTHER AWARD, AS DESCRIBED ABOVE.

Stock Option Grant Summary
Grant date:	January 14, 2009
Number of option shares at $10.61 grant price:	{50% #OPTION SHARES}†
Number of option shares at $17.85 grant price:	{50% #OPTION SHARES}†
Vesting dates (25% each vesting date):	January 14, 2010
	January 14, 2011
	January 14, 2012
	January 14, 2013
Option expiration date:	January 14, 2019

CITIGROUP INC.	PARTICIPANT'S [SIGNATURE][ACCEPTANCE]:


By: ________________________	__________________________
[Name]	Name:
[Title]	GEID: