2000-2001 Shareholder Resolution Campaign

Citigroup

Executive Compensation Review

WHEREAS, the vastness of Citigroup's global operations means the company confronts many issues of corporate social responsibility in the day-to-day operations of its business. The company's management of its responsibilities to its stakeholders directly affects the company's reputation and its ability to compete in the marketplace;

Citigroup's executive officers have made public statements committing Citigroup to high standards of corporate social responsibility. We believe our corporate leaders should be evaluated based on their success in meeting these goals;

Public attention has increasingly focused on Citigroup's corporate social responsibility performance, increasing the need to manage these responsibilities effectively and responsively:

• Citigroup plans on acquiring The Associates, a nationwide sub-prime lender, with a reputation for engaging in widespread predatory lending practices that impose excessively high interest rates and other fees on predominantly low-income borrowers. Citigroup's Salomon Smith Barney (SSB) unit was also named by Business Week magazine as the sixth largest provider of investment capital to the sub-prime lending industry. Several of SSB's investment banking customers have been the subjects of predatory lending complaints. Citigroup has begun to tighten its standards to prevent predatory lending practices, but to date these efforts have been met with skepticism by the Coalition for Responsible Lending, a nationwide coalition of community groups advocating an end to predatory lending practices.

• Citigroup's international lending and underwriting policies are also the subject of criticism by a number of national and international environmental and human rights organizations, representing millions of members in the United States and abroad. Among the largest concerns raised by these groups is Citigroup's involvement in funding China's controversial Three Gorges dam project, which would displace more than a million Chinese citizens from their homes.

• In September 2000, the US Equal Employment Opportunity Commission sued Citigroup's Salomon Smith Barney unit alleging racial discrimination. This same unit was the subject of the widely reported "boom-boom room" sexual harassment scandal two years earlier.

We believe meeting corporate social responsibilities, including achieving a workplace free from discrimination and harassment, is key to attracting and retaining a high-quality and highly motivated workforce;

RESOLVED, shareholders request the Board to conduct a special executive compensation review to study the relationship between corporate social responsibility performance and company financial performance and to recommend that the social responsibility performance of the corporation be incorporated as one of the variables in establishing the compensation packages of senior officers of the corporation. A summary of this review, including social performance variables to be considered in setting officer pay, shall be provided in the annual report of the Compensation Committee to shareholders.

SUPPORTING STATEMENT

Citigroup's officers have stated their strong commitment to high standards of corporate social responsibility performance. The proposed resolution would provide a mechanism to evaluate the company's officers on meeting social responsibility objectives and would provide company leaders a positive incentive for establishing Citigroup as leader in meeting its responsibilities to employees, customers, the broader community and environment.

PLEASE VOTE YES!

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