Exhibit 10.44
Addendum to Indemnification
Agreement dated December 16, 2008 between Citigroup Inc. and
each member of its Board of Directors
Citigroup Inc.
January 20, 2009
[Address of Director]
Dear
:
On December 16, 2008, Citigroup
Inc. (the “Company”) presented to you, in your capacity
as a member of the Company’s Board of Directors (the
“Board”), a letter agreement (the
“Agreement”) memorializing your rights to
indemnification in connection with your service on the Board.
However, due to a drafting error, the Agreement that the
Company’s management presented to you did not reflect certain
provisions and changes that you and the Company had agreed to and
had intended to be reflected in the Agreement. Set forth below is
the Agreement that the Company’s management intended to
present to you on December 16, 2008. By signing below, you and
the Company acknowledge that this addendum reflects the terms of
the Agreement dated December 16, 2008 that you entered into
with the Company.
“Reference is hereby made to
Section 4, Article IV of the bylaws of Citigroup Inc. (the
“Company”) as in effect as of the date hereof (the
“Company Indemnity Bylaws”). In consideration of your
prior and continuing service to the Company and in order to
eliminate any ambiguity in the event of any purported amendment,
modification, alteration or repeal of the Company Indemnity Bylaws
that might diminish, eliminate, limit, restrict, or otherwise
adversely affect (an “Amendment”) any of your rights to
indemnification, advancement of expenses or otherwise
(“Indemnification”) under the Company Indemnity Bylaws,
this will confirm that any such purported Amendment shall be
prospective only and shall not in any way diminish, eliminate,
limit, restrict or otherwise adversely affect any such right to
Indemnification with respect to any actual or alleged state of
facts, occurrence, action or omission (“State of
Facts”) then or previously existing (including any
