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Citigroup Inc. 399 Park Avenue New York, NY 10043 March 13, 2008

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Citigroup Inc. 399 Park Avenue New York, NY 10043 March 13, 2008 Citigroup Inc. 399 Park Avenue New York, NY 10043 March 13, 2008 Dear Stockholder: We cordially invite you to attend Citi’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 22, 2008, at 10AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on Avenue of the Americas (6th Ave.) between West 53rd and West 54th Streets. At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached proxy statement. Thank you for your support of Citi. Sincerely, Sir Winfried Bischoff Chairman of the Board This proxy statement and the accompanying proxy card are being mailed to Citi’s stockholders beginning about March 13, 2008. Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citi’s annual stockholders’ meeting will be held on Tuesday, April 22, 2008, at 10AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on Avenue of the Americas (6th Ave.) between West 53rd and West 54th Streets. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. At the meeting, stockholders will be asked to ➢ act on certain stockholder proposals, ➢ ratify the selection of Citi’s independent registered public accounting firm for 2008, ➢ elect directors, and ➢ consider any other business properly brought before the meeting. The close of business on February 25, 2008 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citi’s headquarters, 399 Park Avenue, New York City, before the annual meeting. Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or vote by telephone or Internet (instructions are on your proxy card), so that your shares will be represented whether or not you attend the annual meeting. By order of the board of directors Michael S. Helfer Corporate Secretary March 13, 2008 Contents About the Annual Meeting 1 Stockholder Proposals 77 How We Have Done 4 Submission of Future Stockholder Annual Report 4 Proposals 96 Corporate Governance 4 Cost of Annual Meeting and Proxy Nomination and Governance Committee 4 Solicitation 96 Corporate Governance Guidelines 6 Director Independence 7 Householding 96 Certain Transactions and Relationships, Compensation Committee Interlocks and Section 16(a) Beneficial Ownership Insider Participation 10 Reporting Compliance 96 Indebtedness 12 Business Practices 13 ANNEX A A-1 Code of Ethics 13 CITIGROUP INC. Ethics Hotline 14 CORPORATE GOVERNANCE Code of Conduct 14 GUIDELINES Communications with the Board 14 ANNEX B B-1 Stock Ownership 15 CITIGROUP INC. AUDIT AND RISK MANAGEMENT Proposal 1: Election of Directors 18 COMMITTEE CHARTER The Nominees 18 Meetings of the Board of Directors and ANNEX C C-1 Committees 25 CITIGROUP INC. Meetings of Non-Management Directors 25 NOMINATION AND GOVERNANCE Committees of the Board of Directors 26 COMMITTEE CHARTER Involvement in Certain Legal Proceedings 28 Directors’ Compensation 29 ANNEX D D-1 CITIGROUP INC. Audit and Risk Management Committee PERSONNEL AND COMPENSATION Report 34 COMMITTEE CHARTER Executive Compensation 35 ANNEX E E-1 The Personnel and Compensation CITIGROUP INC. Committee Report 35 PUBLIC AFFAIRS COMMITTEE Compensation Discussion and Analysis 36 CHARTER Compensation Tables 49 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 75 Disclosure of Independent Registered Public Accounting Firm Fees 75 Approval of Independent Registered Public Accounting Firm Services and Fees 75 About the Annual Meeting Who is soliciting my vote? How do I vote? The board of directors of Citi is soliciting your vote You can vote either in person at the annual meeting at the 2008 annual meeting of Citi’s stockholders. or by proxy whether or not you attend the annual meeting. Where and when will the Annual Meeting take place? To vote by proxy, you must either The meeting is scheduled to begin at 10 AM on • fill out the enclosed proxy card, date and sign it, April 22, 2008 at the Hilton New York at 1335 and return it in the enclosed postage-paid Avenue of the Americas in New York City. The envelope, entrance to the Hilton is on Avenue of the • vote by telephone (instructions are on the proxy Americas (6th Ave.) between West 53rd and West card), or 54th Streets. • vote by Internet (instructions are on the proxy card). What will I be voting on? • Ten stockholder proposals (see page 77). To ensure that your vote is counted, please • Ratification of KPMG LLP (KPMG) as Citi’s remember to submit your vote by April 21, 2008. independent registered public accounting firm for 2008 (see page 75). Citi employees who participate in equity programs • Election of directors (see page 18). may receive their proxy cards separately. An agenda will be distributed at the meeting. If you want to vote in person at the annual How many votes do I have? meeting, and you hold your Citi stock through a You will have one vote for every share of Citi securities broker (that is, in street name), you must common stock you owned on February 25, 2008 obtain a proxy from your broker and bring that (the record date). proxy to the meeting. How many votes can be cast by all stockholders? Can I change my vote? 5,245,099,569, consisting of one vote for each of Yes. Just send in a new proxy card with a later Citi’s shares of common stock that were date, or cast a new vote by telephone or Internet, or outstanding on the record date. There is no send a written notice of revocation to Citi’s cumulative voting. Corporate Secretary at the address on the cover of this proxy statement. If you attend the annual How many votes must be present to hold meeting and want to vote in person, you can the meeting? request that your previously submitted proxy not be used. A majority of the votes that can be cast, or 2,622,549,786. We urge you to vote by proxy even if you plan to attend the annual meeting, so that we What if I don’t vote for some of the will know as soon as possible that enough votes matters listed on my proxy card? will be present for us to hold the meeting. If you return a signed proxy card without indicating your vote, in accordance with the Does any single stockholder control as board’s recommendation, your shares will be voted much as 5% of any class of Citi’s voting for the nominees listed on the card, for KPMG as stock? independent registered public accounting firm for No. 2008, and against the other proposals. 1 How are my votes counted? Is my vote confidential? You may vote for or against each director nominee, In 2006, the board adopted a confidential voting or abstain from voting on a director nominee. Each policy as a part of its Corporate Governance nominee for director will be elected if the votes for Guidelines. Under the policy, all proxies, ballots, the director exceed the votes against the director. and vote tabulations are kept confidential for Abstentions will not be counted either for or against registered stockholders who request confidential the director but will be counted for purposes of treatment. If you are a registered stockholder and establishing a quorum. would like your vote kept confidential, please check the appropriate box on the proxy card or You may vote for or against the ratification of KPMG, follow the instructions when submitting your vote or abstain from voting on this proposal. If you by telephone or by the Internet. If you hold your abstain from voting on the ratification of KPMG, shares in “street name” or through an employee your shares will be counted as present for purposes benefit plan, your vote already receives of establishing a quorum, and the abstention will confidential treatment and you do not need to have the same effect as a vote against this proposal. request confidential treatment in order to maintain the confidentiality of your vote. You may vote for or against or you may abstain on the other proposals. If you abstain from voting on The confidential voting policy will not apply in the any stockholder proposal, your shares will be event of a proxy contest or other solicitation based counted as present for purposes of establishing a on an opposition proxy statement. For further quorum, and the abstention will have the same details regarding this policy, please see the effect as a vote against that proposal. Corporate Governance Guidelines attached as Annex A to this proxy statement. How many votes are required to elect directors and to adopt the other Can my shares be voted if I don’t return proposals? my proxy card and don’t attend the annual Last year, the board adopted a by-law containing a meeting? majority vote standard for director elections, If you don’t vote your shares held in street name, replacing the majority vote corporate governance your broker can vote your shares on matters that standard. The by-law amendment provides that if a the New York Stock Exchange (NYSE) has ruled nominee receives, in an uncontested election, a discretionary. The election of directors and the number of votes cast against his or her election that ratification of KPMG’s appointment are is greater than the number of votes cast for the discretionary items.
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