DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20220

December 21, 2009

Michael S. Helfer, Esquire

General Counsel & Corporate Secretary
Citigroup Inc.

399 Park Avenue

New York, NY 10022

Re: — Technical Corrections Regarding 2009 Compensation Payments and Structures
Sor Senior Executive Officers and Most Highly Compensated Employees

Dear Mr. Helfer:

Pursuant to the Department of the Treasury’s Interim Final Rule on TARP Standards for
Compensation and Corporate Governance (the “Rule”), on October 22, 2009, the Special Master
issued an initial determination (the “Initial Determination”) with respect to compensation
payments for the senior executive officers and next 20 most highly compensated employees
(“Top 25 Employees”) of Citigroup Inc. (“Citigroup”). 31 C.F.R. § 30.16(a)(3)(i).

Under the Rule, an initial determination of the Special Master is treated as final unless the
TARP recipient requests reconsideration within 30 days. Because Citigroup did not request
reconsideration, the Initial Determination became final effective November 21, 2009. It has
come to the attention of the Office of the Special Master, however, that the Initial Determination
contained two technical errors. Attached as Exhibit I to this letter are corrections to the errors,
which, together with the memorandum issued on October 22, 2009, set forth the determinations
of the Special Master.

The Initial Determination, as modified by this letter, is limited to the authority vested in
me by Section 30.16(a)(3) of the Rule, and shall not constitute, or be construed to constitute, the
judgment of the Office of the Special Master or the Department of the Treasury with respect to
the compliance of any compensation structure for the subject employee with any other provision
of the Rule. Moreover, my evaluation and conclusion have relied upon, and are qualified in their
entirety by, the accuracy of the materials submitted by Citigroup to the Office of the Special
Master, and the absence of any material misstatement or omission in such materials.

Very truly yours,

le

Kenneth R. Feinberg
Office of the Special Master
for TARP Executive Compensation

ce: Lewis B. Kaden, Esquire
Mr. Paul McKinnon


EXHIBIT I
CITIGROUP 2009 COMPENSATION DETERMINATIONS
TECHNICAL CORRECTIONS

In Part IV.B.1.d. (on page A10) of the Initial Determination, in footnote 4, replace the
first sentence, which reads, “Citigroup has, however, identified four employees
subject to expatriate arrangements providing for the payment of certain ‘other’
compensation in excess of this limitation,” with:

“Citigroup has, however, identified five employees subject to expatriate arrangements
providing for the payment of certain ‘other’ compensation in excess of this
limitation.”

Replace the first sentence of Part V.B., item (4) (on page A15) of the Initial
Determination with:

“Citigroup must ensure that any incentive award paid to a Covered Employee is
subject to a clawback if the award was based on materially inaccurate financial
statements (which includes, but is not limited to, statements of earnings, revenues, or
gains) or any other materially inaccurate performance metric criteria, or if the
employee is terminated due to misconduct that occurred during the period in which
the incentive award was earned.”