Exhibit 10.35


CITI DISCRETIONARY
INCENTIVE AND RETENTION AWARD PLAN 


Amended and Restated Effective as of January 1, 2013 








PREAMBLE


     The
purpose of the Plan is to reward and retain Eligible Employees through
discretionary incentive and/or retention awards under the terms and conditions
described in the Plan. Awards under the Plan may be contingent upon the
Company’s performance, an Eligible Employee’s sector or business unit
performance, an Eligible Employee’s individual performance, or any combination
of the foregoing.

     This Plan document amends and restates
the Plan, and is effective as of January 1, 2013. 

ARTICLE I 

DEFINITIONS


     As used herein, the following terms have
the meanings set forth below. 

     “Award” means, as to any
Fiscal Year or any other period determined by the Committee or the management of
the Company, a discretionary incentive and/or retention award granted to an
Eligible Employee in the form of a Cash Bonus, a CAP Award, a DCAP Award, an
Equity Award, or any other form of discretionary incentive or retention award
made under the terms of the Plan. For the avoidance of doubt, Performance Share
Awards may be granted under the Plan.

     “Award Date” means the date
on which an Award is made.     

     “CAP” means the Capital
Accumulation Program, as it may be in effect from time to time. 

     “CAP Award” means an award
of deferred stock or restricted stock made pursuant to CAP.

     “Cash Bonus” means any
component of an Award that is payable to a Participant in currency and not in
shares of Company common stock or derivatives thereof, and that is not subject
to deferral. 

     “Code” means the Internal
Revenue Code of 1986, as amended. 

     “Committee” means the
Personnel and Compensation Committee of the Board of Directors of Citigroup Inc.
and any person to whom it has delegated its authority, including but not limited
to the Plan Administrator. 

     “Company” means Citigroup
Inc. and its Subsidiaries. 

     “DCAP” means the Deferred
Cash Award Plan, as amended from time to time. 

     “DCAP Award” means an award
made pursuant to DCAP. 

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     “Eligible
Employee” means any employee who
(a) is eligible to receive a discretionary incentive and/or retention award
package under the Company’s personnel policies as they may be amended from time
to time and as in effect on the applicable Award Date, (b) is employed by the
Company on the Award Date, and (c) has not given notice of resignation from the
Company prior to the Award Date. 

     “Equity Award” means any
form of award granted pursuant to the SIP which is not a CAP Award. 

     “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended. 

     “Fiscal Year” means the
accounting fiscal year of the Company. 

     “Gross Misconduct” means,
unless the terms of an Award or Company policy specifically applicable to the
Plan specifically provide otherwise, any conduct that is determined by the
Committee, in its sole discretion, (a) to be in competition with the Company’s
business operations, (b) to be in breach of any obligation that Participant owes
to the Company or Participant’s duty of loyalty to the Company, (c) to be
materially injurious to the Company, or (d) to otherwise constitute gross
misconduct. 

     “Participant” means an
Eligible Employee who has received an Award under the Plan. 

     “Performance Share Award”
means an incentive award calculated with reference to the value of Company
common stock that has a performance period of at least three years and delivers
value according to the Company’s performance against objective metrics such as
total shareholder return or return on assets. Performance Share Awards may be
payable in cash, an Equity Award, or any other form of discretionary incentive
or retention award permitted to be made under the terms of this Plan.


     “Plan” means the Citi
Discretionary Incentive and Retention Award Plan, as it may be amended from time
to time. 

     “Plan Administrator” means
the Senior Human Resources Officer of Citigroup Inc., which is currently the
Head, Human Resources of Citigroup Inc., or his or her delegates. Any such
delegation need not be in writing. 

     “Program” means CAP, DCAP,
or any other discretionary incentive or retention award program administered by
the Company pursuant to the Plan. 

     “SIP” means the Citigroup
2009 Stock Incentive Plan, as it may be amended from time to time, and any
successor thereto.

     “Sub Plans” shall have the
meaning ascribed thereto Section 4.03. 

     “Subsidiary” shall have the
meaning set forth in the SIP. 

     “Vesting
Conditions” means any term,
condition or restriction, including without limitation any performance-based
condition or criteria, described in the award documents applicable to an Award
that a Participant must satisfy in order to receive a payment, distribution or
otherwise realize monetary value from an Award. 

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ARTICLE II


AWARDS 

     Section 2.01 Awards. For each Fiscal
Year or other period determined under the terms of an Award, the Committee
and/or management of the Company is authorized, consistent with the terms of the
Plan, to grant Awards to Eligible Employees and to determine the amount of and
the terms (including any Vesting Conditions) of the Awards granted to Eligible
Employees in respect of such period. The terms of the Awards shall be set forth
in Award agreements, prospectuses, or such other documents specifically
designated by the Company as setting forth the terms of the Awards. The value of
each Eligible Employee’s Award will depend upon performance factors which may
include the Company’s performance, his or her division’s performance and his or
her individual performance, including an assessment of risk management practices
and/or use of risk capital. The decision whether to grant an Award and how much
to grant is at the sole discretion of Company management, or where applicable,
the Committee. The Committee’s governance approval authorities shall govern
which Awards are expressly subject to Committee approval or review and which may
be made at the sole discretion of Company management. The Plan Administrator may
require a Participant to sign (or acknowledge receipt of) an Award agreement as
a condition of participation in the Plan. If the Plan Administrator does not
require the execution of an Award agreement by a Participant, acceptance of any
benefit of the Award by the Participant shall constitute agreement by the
Participant to the terms, conditions, restrictions and limitations set forth in
the Plan and any Award Agreement as well as the administrative guidelines and
practices of the Company in effect from time to time relating to the Plan.


     Section 2.02 Clawbacks.

     (a) The terms of any Award
granted pursuant to the Plan may provide that such Award may or shall be
canceled, forfeited, or subject to recovery by the Company, whether or not the
Award has been vested, distributed, or paid, if the Committee, in its sole
discretion, determines that (i) Participant received the Award based on
materially inaccurate audited publicly reported financial statements, (ii)
Participant knowingly engaged in providing materially inaccurate information
relating to audited publicly reported financial statements, (iii) Participant
materially violated any risk limits established or revised by senior management
and/or risk management, or (iv) Participant has engaged in Gross Misconduct.


     (b) The Committee may determine that,
with respect to an Award that is subject to any legal, regulatory or
governmental requirement, direction, supervisory comment, guidance or
promulgation that so requires or where any Award Agreement that so provides, if
(i) there is reasonable evidence that a Participant engaged in misconduct or
committed material error, in either case in connection with his or her
employment, or (ii) the Company or such Participant’s business unit has suffered
a material downturn in its financial performance or a material failure of risk
management, the Committee in its sole discretion may determine that such
Participant shall not be entitled to any unpaid amount under the Plan or that
any such amount shall be reduced. 

     (c)
The terms of any Award granted pursuant to the Plan may provide that other
specified clawback, cancellation, recovery, or forfeiture provisions shall
apply.

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ARTICLE III


ADMINISTRATION


     Section 3.01
Taxes and Withholding. As a
condition to any payment or distribution of any Award made pursuant to the Plan,
the Company may, in its discretion, require a Participant to pay such sum to the
Company as may be necessary to discharge the Company’s obligations with respect
to any taxes, assessments or other governmental charges, whether of the United
States or any other jurisdiction, imposed on the Participant on account of his
or her participation in the Plan. In the discretion of the Company, the Company
may deduct or withhold such sum from any payment or distribution to the
Participant, whether pursuant to the Plan or otherwise. In addition, the Company
may require a Participant to pay the Company an amount necessary to discharge
Company obligations with respect to any payroll taxes that may be owed on the
Participant’s Account Balance that are no longer subject to a substantial risk
of forfeiture. 

     Section 3.02 Currency and Foreign Exchange Rates. Generally, Cash Bonuses or other cash payments
made pursuant to the Plan will be paid in the currency in which they are
denominated, but in some circumstances, such as if a Participant’s Company
employer or work country changes during the vesting period, at the discretion of
the Company, Participant’s vested cash Award may be settled by a payment in the
original award currency or in the currency of the Participant’s current work
country or country of residence, or by a combination of payments from former
Company employers or Citigroup Inc. in one or more currencies. In cases where a
cash Award is settled in full or in part by payment in a currency other than the
original award currency, the Company will convert the award currency to the
payment currency at a market exchange rate on the date of payment, as determined
by the Company. 

     Section 3.03 Nontransferability.
Except as may be provided for in award documents applicable to Awards granted
pursuant to a Program, no Participant nor any creditor or beneficiary of any
Participant shall have the right to subject an amount payable or distributable
under this Plan to any anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment during the Participant’s
lifetime, including but not limited to, in connection with a divorce, legal
separation, or similar event.

     Section 3.04 Plan Administration.
The Plan shall be administered by the Plan Administrator. The Plan Administrator
or his or her delegates shall have discretionary authority to interpret the
Plan, to make all legal and factual determinations, and to determine all
questions arising in the administration of the Plan, including, without
limitation, the reconciliation of any inconsistent provisions, the resolution of
ambiguities, the correction of any defects, and the supplying of omissions. Each
interpretation, determination or other action made or taken pursuant to the Plan
by the Plan Administrator shall be final and binding on all persons, subject to
the provisions of Section 5.10 hereof concerning arbitration. To the extent
permitted by applicable law, the Committee or the Plan Administrator may at any
time delegate to one or more employees of the Company some or all of its
authority over the administration of the Plan. Such delegation need not be in
writing. 

     Section 3.05 Policies. Company
management may adopt written or unwritten policies from time to time that govern
Plan administration. 

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ARTICLE IV


AMENDMENT AND TERMINATION


     Section 4.01 Right to Amend or Terminate the Plan. The Committee may, in its sole discretion,
modify, amend, terminate or suspend the Plan at any time, which modification,
amendment, termination or suspension shall not require the consent of the
affected Participants and which may be made irrespective of whether it could
result in adverse tax consequences to any Participant.

     Section 4.02 Action Following Termination of the Plan. Upon termination of the Plan, the Committee or
the Plan Administrator may take such action with respect to each Award as it
reasonably determines is necessary or desirable. No termination of the Plan will
give rise to a claim by any Participant of constructive termination of
employment.

     Section 4.03 Sub
Plans. The Company may, in its
sole discretion, create separate sub-plans (“Sub Plans”) under the Plan, which
shall provide for participation in the Plan by Eligible Employees employed
outside of the United States. Each Sub Plan shall comply with local laws
applicable to incentive or retention plans.

ARTICLE V 

GENERAL PROVISIONS


     Section 5.01 Unfunded Status of the Plan. The Plan is unfunded. Any Award made pursuant to the Plan shall
represent at all times an unfunded and unsecured contractual obligation of the
Company. Each Participant and each of his or her beneficiaries will be unsecured
creditors of the Company with respect to all obligations owed to any of them
under the Plan. Amounts payable or distributable under the Plan will be
satisfied solely out of the general assets of the Company subject to the claims
of its creditors. A Participant and his or her beneficiaries will not have any
interest in any fund or in any specific asset of the Company of any kind by
reason of any return credited to him or her hereunder, nor shall the Participant
or any of his or her beneficiaries or any other person have any right to receive
any payment or distribution under the Plan except as, and to the extent,
expressly provided pursuant to applicable Award documents. The Company will not
segregate any funds or assets to provide for the distribution in respect of an
Award or issue any notes or security for the payment thereof. Any reserve or
other asset that the Company may establish or acquire to assure itself of the
funds to provide payments required under the Plan shall not serve in any way as
security to any Participant or any beneficiary of a Participant for the
performance of the Company under the Plan.

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     Section 5.02 ERISA Status of the Plan. The Plan is a discretionary incentive and
retention award plan and is not intended to be subject to ERISA, and it shall be
operated and interpreted consistent with such intent. A Program may be subject
to ERISA if the express terms of the Program so provide. 

     Section 5.03 No
Right to Continued Employment.
Neither the Plan nor any action taken or omitted to be taken pursuant to or in
connection with the Plan shall be deemed to (a) create or confer on a
Participant any right to be retained in the employ of the Company, (b) interfere
with or limit in any way the Company’s right to terminate the employment of a
Participant at any time or (c) confer on a Participant any right or entitlement
to compensation in any specific amount for any future Fiscal Year. In addition,
an Eligible Employee’s eligibility for an Award for a given Fiscal Year shall
not be deemed to create or confer on the Participant any right to an Award, or
any benefit or payment in any similar plan or program that may be established by
the Company, in respect of any future Fiscal Year. 

     Section 5.04 Offset Rights.
Notwithstanding any provisions of the Plan to the contrary, to the extent
consistent with the requirements of Section 409A of the Code, the Company may
offset against any payments or distributions that would have otherwise been made
to a Participant under the Plan by (a) any amounts which such Participant may
owe to the Company, or (b) 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 such Participant was the subject. 

     Section 5.05 Governing Documents. Notwithstanding any provision of this Plan to the contrary, if an Award
is granted pursuant to the terms of a Program, the Award documents under the
Program shall control in the event of any conflict between the terms of the Plan
and the applicable Award documents under the Program. 

     Section 5.06 Successors. The
obligations of the Company under this Plan shall be binding upon the successors
of the Company. 

     Section 5.07 Governing Law. The Plan
shall be subject to and construed in accordance with the laws of the State of
New York, without regard to any conflicts or choice of law rule or principle
that might otherwise refer the interpretation of the Plan to the substantive law
of another jurisdiction.

     Section 5.08 Construction. The
headings in this Plan have been inserted for convenience of reference only and
are to be ignored in any construction of any provision hereof. Use of one gender
includes the other, and the singular and plural include each other. 


     Section 5.09 Arbitration. Any disputes related to the Plan or an Award shall
be resolved by arbitration in accordance with the Company’s arbitration
policies. In the absence of an effective arbitration policy, any dispute in any
way related to or arising out of the Plan or an Award shall be submitted to
arbitration in accordance with the rules of the American Arbitration
Association. 


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