This letter sets forth our mutual understanding that the Consulting Agreement dated April 5, 2010, as amended as of October 28, 2010, January 1, 2012, and December 12, 2012 between you and Citigroup Inc. (the “Consulting Agreement”) shall continue in effect on the same terms and conditions from January 1, 2014 through March 31, 2014 (the “2014 Term”) with the following changes to paragraphs 1 and 2 of the Consulting Agreement. We expect to call on you to perform the Services (as defined in the Consulting Agreement) for a minimum of approximately four days during the 2014 Term, and you will be paid Eighty-Seven Thousand Five Hundred dollars ($87,500) for Services performed during the 2014 Term.



Michael L. Corbat		Citigroup Inc.
Chief Executive Officer		399 Park Avenue
		New York. NY 10022



By: /s/ Michael L. Corbat	By: /s/ Dr. Robert L/ Joss
Michael L. Corbat	Dr. Robert L. Joss
Chief Executive Officer