Document

1Citi1 operates critically important businesses, operations and functions largely dependent on the skill sets of senior executives and officers. These employees are critical to Citi’s on-going operations and when the employee and/or Citi makes a decision to end the employment relationship these covered employees are expected to comply with this Policy.

1.2.1The purpose and objective of the Employment Termination Notice and Nonsolicitation Policy for U.S. Employees (“Garden Leave”) is to minimize the disruption to those businesses, operations and functions when senior executives and officers resign. Therefore, the policy below sets forth the termination notice obligations by and between Citi and its covered employees as well as a covered employee’s post-employment obligations. It applies to Citi employees in accordance with local law.2

1.3.1There are no laws, rules or regulations requiring a Garden Leave Policy, however, Citi is obligated to comply with any federal, state or local law that prohibits or restricts the use of restrictive covenants (non-disclosure, non-solicitation & non-compete).

1.4.1The updated Garden Leave Policy is effective upon publication and corresponding notification of covered employees and supersedes any prior policies or practices regarding employment termination notice that may have applied during their Citi employment.

2 This Policy is not intended to shorten any longer notice period that you or Citi may be required to give to each other pursuant to contract or applicable local law, rule or regulation (“Independent Legal Obligation”) nor is it intended to limit or reduce any other obligation which you or Citi may owe to each other pursuant to an Independent Legal Obligation i.e., to the extent a conflict exists between this Policy and an Independent Legal Obligation, this Policy is intended to potentially supplement but not to diminish, any such obligation. If, as a consequence, any component of this Policy is either unenforceable or inapplicable for whatever reason, then, in such instance, this Policy shall not apply in its entirety.

This Policy does not require approval by the Board of Directors, or subcommittees of the Board of Directors, of Citigroup Inc. and Citibank N.A. However, notice of its issuance and any subsequent revisions may be reported to the Board at the request of the Board or Citi Management. Subsidiary Board approvals may be required in local jurisdictions, or by other legal entities.

2.2.1The relevant governance committee for this Policy is the governance committee for the Risk Categories on the cover page. The mapping of the Risk Categories to governance committee hierarchies is detailed in the Citi Governance Policy.

3.1.1Covered Employees (as defined below) must provide advance notice of either 30, 50, 75 or 180 days, as designated below (“Early Termination Notice Period”), of the resignation of their employment. During this Early Termination Notice Period, Covered Employees may be required to continue working in accordance with their regular schedule and responsibilities/ Except as otherwise provided by law, Covered Employees remain obligated during the notice period to give Citi such cooperation and assistance as required in order that Citi may affect an orderly and satisfactory transition of responsibilities. In return, Citi will provide Covered Employees with reciprocal notice of the involuntary termination of their employment for reasons other than for Cause (as defined below). This notice runs concurrently with any other notice period an employee may be eligible to receive under any Citi policy, plan or under applicable law.

3.1.2In addition, to the extent permitted by applicable law, during their employment, inclusive of the Early Termination Notice Period, and for a one-year period following the termination of their employment for any reason, Covered Employees must in no way solicit or facilitate the solicitation of Citi’s clients or its employees.


Position	Detail	Required Notice
Executive Management Team	All officers reporting directly to CEO	180 Calendar Days
Business/Function Heads	Individuals identified by the responsible SHRO as either a Business or Function Head	75 Calendar Days
Direct Reports to individuals reporting to CEO (who do not fall into any of the categories above), Business/Function	Individuals, excluding administrative, who report to individuals reporting directly to the CEO or a covered Business/Function Head	50 Calendar Days

Business

Managing Director (75 Days)

Director (50 Days)

Senior Vice President (30 days)

Vice President

(30 days)

Global Functions (excluding Global Risk Management)

Global Risk Management

Operations and Technology

Legacy Franchise

Services (TTS and Securities Services)

Services (TTS Client Operations and Securities Operations)

Markets

Markets Operations

U.S. Personal Banking

Wealth*

Client (Institutional Credit Management)

Client (all others)

Banking (Investment Banking, Corporate Banking, Commercial Banking)

3.2.2In its sole discretion, Citi may identify other jobs as a Covered Position, or change the designation of a Covered Position, based on business needs. Jobs which are not defined as a Covered Position herein but are later designated as a Covered Position will be subject to an Early Termination Notice Period based on their corporate title (30 days for Vice Presidents or Senior Vice Presidents, 50 days for Directors, 75 days for Managing Directors, or 180 days for Executive Management Team). Approval to designate or

3.2.3Where an employee may be considered a covered person according to multiple criteria based on their title, position and/or business, the longest notice period will apply to such employee. Covered Employees who are assigned outside the U.S. and designated as “Expatriates” on Citi’s books and records shall continue to be Covered Employees during such assignment for all purposes of this Policy.

3.3.1If a Covered Employee resigns, or otherwise terminates their employment relationship with Citi, they must provide their manager with prior written or verbal notice of their termination date in compliance with this Policy. Verbal notices must be documented by the Manager or Human Resources representative and include the date notice was provided.

Citi may, in its sole discretion, waive all or any part of a Covered Employee’s applicable notice requirement and consider their resignation effective on any such earlier date as determined by it.

Citi may, in its sole discretion, remove a Covered Employee from any assigned duties; assign them to other duties; or require they refrain from performing any job duties or reporting to work, during all or any part of the applicable Early Termination Notice Period.

During the applicable Early Termination Notice Period, or any lesser period as determined by Citi, the Covered Employee will continue to be paid their then current base salary and remain benefits-eligible.

3.4.1If Citi asks a Covered Employee to leave, it will not terminate their employment, except for Cause, without giving prior notice consistent with this Policy; provided, however, that Citi may, in its sole discretion, elect to provide a Covered Employee with pay in lieu of notice for all or part of the applicable Early Termination Notice Period.

(i)the employee engages in excessive risk taking in contravention of standards established or revised by the business head, Risk Management and/or senior management, or the employee fails to comply with any balance sheet or working or regulatory capital guidance provided by the business head or function head;

(ii)the employee is subject to an action taken by a regulatory body or a self-regulatory organization (“SRO”) as a result of any act or omission which substantially impairs the employee from performing their duties;

(vii)the employee violates a federal or state securities or banking law, rule or regulation or the employee violates the constitution, by-laws, rules or regulations of a regulatory authority or SRO;

(viii)the employee fails to remain licensed to perform their duties (or, if applicable, the employee fails to obain all designated license(s) within the timeframe(s) set forth in the employee’s offer letter);

(ix)the employee fails to devote all professional time to their assigned duties and to the business of Citi (except as may be expressly permitted or authorized under Citigroup’s Outside Directorships and Business Interests policy or any policy regarding outside activities applicable to the employee’s business or function);

(x)the employee is convicted of a felony or a crime of breach of trust, money laundering or dishonesty or the employee participates in a pre-trial diversion program after being charged or indicted for a felony or such crime;

This Policy does not alter the employment “at-will” relationship between the Covered Employee and Citi. Both the Covered Employee and Citi retain the right to terminate the employment relationship at any time (subject to the notice periods described herein) for any reason not otherwise prohibited by law.

3.5.1An employee will be designated as a Covered Employee for so long as they hold a Covered Position. If a Covered Employee’s job is no longer designated a Covered Position, or a Covered Employee transfers into a job that is not a Covered Position, the employee and Citi will be released from any obligations under this Policy 75 days following the effective date of the transfer or change in designation.

3.5.2However, all other termination-related employment policies, including any non-solicitation obligation, detailed in the applicable Employee Handbook or a Covered Employee’s offer letter or employment agreement will continue to apply.

3.6.1During their employment (inclusive of the applicable Early Termination Notice Period) and for the one-year following termination of employment from Citi for any reason, Covered Employees may not, to the extent permitted by law, (1) directly or indirectly solicit any Citi employee to leave the employment of Citi for the purpose of employment outside of Citi, regardless of whether the solicitation for employment originates from the Citi employee, or (2) directly or indirectly, induce or attempt to induce or otherwise counsel, advise, encourage or solicit, including through the use of social media, any client of Citi whom they serviced or with whom they had substantial contact during their employment to terminate its relationship with Citi or to transfer assets away from or otherwise reduce its business with Citi. This obligation is in addition to any other post-employment restrictions that a Covered Employee may owe to Citi.

3.7.1If a Covered Employee fails to give the Early Termination Notice required under this Policy and/or violates their nonsolicitation obligations pursuant to this Policy during the Early Termination Notice Period or the one-year period thereafter, Citi may seek an order or injunction from a court or arbitration panel to stop the violation, shall be entitled to recover the current cash and deferred portion of any Discretionary Incentive and Retention Awards that would not have been payable if notice had been timely provided in accordance with this Policy as in effect at the time of such failure, and may seek other permissible remedies including damages it actually suffered as a result of the breach or breaches, such as additional compensation paid to replace or retain wrongfully solicited employees.

3.8.1Covered Employees are not eligible for Discretionary Incentive and Retention Awards once they give notice under this Policy, even if they worked all or a portion of the year for which the Award would have otherwise been granted.

5.1.1Managers are responsible for being aware of their Covered Employees and supporting compliance with the provisions and requirements of this Policy, including the timely submission for the processing of the voluntary or involuntary termination in order to place the employee on Notice in Workday.

5.1.2Covered Employees are accountable for following the provisions and requirements of this Policy, which includes providing the applicable notice of their intent to resign their employment.

5.1.3Human Resources Partnership & Delivery is responsible for providing support to employees and management regarding questions related to the administration of this Policy, including the off-roll process to facilitate timely placing the employee