For federal income tax purposes, the Company generally will be allowed a deduction for any Before-Tax and Roth After-Tax Contributions, any Company Contributions made to the Plan and for the value of cash dividends paid on shares of Company Stock held in the Citigroup Common Stock Fund.

The dividend deduction is available under a provision of the Code that applies to employee stock ownership plans ("ESOPs"). Under IRS rules, the Citigroup Common Stock Fund has been structured to be an ESOP while remaining a portion of the larger Plan. For the Company to be eligible for the deduction, the IRS requires that dividends on Company stock in the Citigroup Common Stock Fund be vested on allocation to participant's account.

The dividends must then be reinvested in the Citigroup Common Stock Fund unless a participant elects to receive a distribution of part or all of a dividend allocation in cash. As a general matter, a participant is entitled to transfer any portion of his or her account that is invested in the Citigroup Common Stock Fund to other investment options available under the Plan.