Citigroup (C) 8-K Material Modifications to Rights of Security Holders

Exhibit 99.2

Annex A

Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock

Split

All Adjustments Effective at 4:10 p.m. (Eastern Time) on May 6, 2011

Warrants Due October 28, 2018 (CUSIP No.: 172967 234) (NYSE: C WS B)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)

Warrant Share Number Prior to Adjustment	Warrant Share Number After Adjustment	Adjustment Formula
One share of common stock	1/10thof one share of common stock	Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares =
		1 ÷ 10 =
		1/10
Exercise Price Prior to Adjustment	Exercise Price After Adjustment	Adjustment Formula
$17.85	$178.50	Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment÷ Warrant Share Number after adjustment) =
		$17.85 × (1 ÷ 1/10) =
		$178.50

Warrants Due January 4, 2019 (CUSIP No.: 172967 226) (NYSE: C WS A)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)

Warrant Share Number Prior to Adjustment	Warrant Share Number After Adjustment	Adjustment Formula
One share of common stock	1/10thof one share of common stock	Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares =
		1 ÷ 10 =
		1/10
Exercise Price Prior to Adjustment	Exercise Price After Adjustment	Adjustment Formula
$10.61	$106.10	Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment÷ Warrant Share Number after adjustment) =
		$10.61 × (1 ÷ 1/10) =
		$106.10

7.50% T-DECS Due December 15, 2012 (CUSIP No.: 172967 416) (NYSE: CPRH)

(Terms below are used as described in the related Final Prospectus dated December 16, 2009)

“Fixed Settlement Rate” Prior to Adjustment	“Fixed Settlement Rate” After Adjustment	Adjustment Formula for “Fixed Settlement Rate”
If the applicable “market value” equals or exceeds $3.94, the “fixed settlement rate” will equal 25.3968 shares of common stock (the “minimum settlement rate”)	If the applicable “market value” equals or exceeds $39.37, the “fixed settlement rate” will equal 2.5397 shares of common stock (the “minimum settlement rate”)	SR1 = SR0 × (OS1÷OS0), where SR0= the fixed settlement rate in effect at the close of business on the record date SR1 = the fixed settlement rate in effect immediately after the record date OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =
		SR1 = 25.3968 × (1/10) =
		SR1 = 2.5397
If the applicable “market value” is greater than $3.15 but less than $3.94, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100	If the applicable “market value” is greater than $31.50 but less than $39.37, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100
If the applicable “market value” is less than or equal to $3.15, the “fixed settlement rate” will equal 31.7460 shares of common stock (the “maximum settlement rate”)	If the applicable “market value” is less than or equal to $31.50, the “fixed settlement rate” will equal 3.1746 shares of common stock (the “maximum settlement rate”)	SR1 = SR0 × (OS1÷OS0), where SR0= the fixed settlement rate in effect at the close of business on the record date SR1 = the fixed settlement rate in effect immediately after the record date

		OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =
		SR1 = 31.7460 × (1/10) =
		SR1 = 3.1746
“Early Settlement Rate” Prior to Adjustment	“Early Settlement Rate” After Adjustment
25.3968 shares of common stock (the “minimum settlement rate”)	2.5397 shares of common stock (the “minimum settlement rate”)
“Fundamental Change Early Settlement Rate” Prior to Adjustment

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

	Effective Date
Stock Price	December 15, 2010		December 15, 2011		December 15, 2012
$1.00		30.2782		31.4081		31.7460
$2.00		27.6004		29.3430		31.7460

$2.50	26.6896	28.1419	31.7460
$3.00	26.0654	27.1550	31.7460
$3.15	25.9221	26.9180	31.7460
$3.25	25.8348	26.7738	30.7692
$3.50	25.6477	26.4510	28.5714
$3.75	25.5036	26.1926	26.6667
$3.94	25.4099	26.0255	25.3968
$4.00	25.3821	25.9771	25.3968
$4.50	25.2131	25.6714	25.3968
$5.00	25.1126	25.4886	25.3968

The exact stock prices and effective dates may not be set forth in the table above, in which case:

• if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

• if the stock price is greater than $5.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or

• if the stock price is less than $1.00 per share (subject to adjustment as described in the Final Prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.

“Fundamental Change

Early Settlement Rate”

After Adjustment

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

	Effective Date
Stock Price	December 15, 2010		December 15, 2011		December 15, 2012
$10.00		3.0278		3.1408		3.1746
$20.00		2.7600		2.9343		3.1746
$25.00		2.6690		2.8142		3.1746
$30.00		2.6065		2.7155		3.1746
$31.50		2.5922		2.6918		3.1746
$32.50		2.5835		2.6774		3.0769
$35.00		2.5648		2.6451		2.8571
$37.50		2.5504		2.6193		2.6667
$39.40		2.5410		2.6026		2.5397
$40.00		2.5382		2.5977		2.5397
$45.00		2.5213		2.5671		2.5397
$50.00		2.5113		2.5489		2.5397

The exact stock prices and effective dates may not be set forth in the table above, in which case:

• if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

• if the stock price is greater than $50.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or

• if the stock price is less than $10.00 per share (subject to adjustment as described in the final prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.

6.5% Non-Cumulative Convertible Preferred Stock, Series T (CUSIP No.: 172967 598)

(NYSE: CPRI)

(Terms below are used as described in the related Final Prospectus dated January 17, 2008)

“Conversion Rate” Prior to Adjustment (Implied Conversion Price Prior to Adjustment)	“Conversion Rate” After Adjustment (Implied Conversion Price After Adjustment)	Adjustment Formula
1,482.3503 shares of common stock [1.4823503 shares per Despositary Share] ($33.73)	148.2350 shares of common stock [0.1482350 shares per Despositary Share] ($337.30)	CR1= CR0x (OS1÷ OS0), where CR0= the conversion rate in effect at the close of business on the record date CR1 = the conversion rate in effect immediately after the record date OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event = CR1 = 1,482.3503 x (1/10) = CR1 = 148.2350

“Make-Whole Shares”

Prior to Adjustment

	Stock Price
Effective Date	$26.35		$29.00		$31.50		$34.00		$36.50		$39.00		$41.50		$45.00		$50.00		$55.00		$60.00		$70.00		$80.00
February 15, 2011		395.7941		307.9461		245.7090		198.1091		161.3901		132.8521		110.5526		86.9818		64.1080		49.3099		39.4578		27.8596		21.5687
February 15, 2012		381.2183		289.4432		223.9699		173.5976		134.6697		104.5878		81.4242		57.8404		36.6760		24.6960		17.9378		11.6860		9.0663
February 15, 2013		357.8192		261.7929		193.6996		140.8052		98.3019		63.0255		33.5871		4.8144		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2014		332.5456		231.2139		162.2294		112.0320		74.8500		46.3888		24.1098		3.2856		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2015		305.5186		179.3119		85.2333		2.7684		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact stock price and effective dates may not be set forth on the table, in which case:

• if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

• if the stock price is in excess of $80.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and

• if the stock price is less than $26.35 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.

“Make-Whole Shares”

After Adjustment

	Stock Price
Effective Date	$263.50		$290.00		$315.00		$340.00		$365.00		$390.00		$415.00		$450.00		$500.00		$550.00		$600.00		$700.00		$800.00
February 15, 2011		39.5794		30.7946		24.5709		19.8109		16.1390		13.2852		11.0553		8.6982		6.4108		4.9310		3.9458		2.7860		2.1569
February 15, 2012		38.1218		28.9443		22.3970		17.3598		13.4670		10.4588		8.1424		5.7840		3.6676		2.4696		1.7938		1.1686		0.9066
February 15, 2013		35.7819		26.1793		19.3700		14.0805		9.8302		6.3026		3.3587		0.4814		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2014		33.2546		23.1214		16.2229		11.2032		7.4850		4.6389		2.4110		0.3286		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2015		30.5519		17.9312		8.5233		0.2768		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact stock price and effective dates may not be set forth on the table, in which case:

• if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

• if the stock price is in excess of $800.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and

• if the stock price is less than $263.50 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.

“Fundamental Change”

Prior to Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $18.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 2,710.5834 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.

“Fundamental Change”

After Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $180.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 271.0583 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.