Citigroup Inc awarded Chief Executive Vikram Pandit $10.82 million of compensation in 2008, a year in which the bank required two government rescues totaling more than $5 billion.

The bank also said it had nominated four new independent directors to help it recover following two government bailouts.

About $7.73 million of Pandit's total compensation was a sign-on bonus awarded in January 2008, a month after he became CEO, succeeding Charles Prince.

Wall Street compensation has come under intense scrutiny, especially at banks that have received taxpayer money from the government's Troubled Asset Relief Program. Citigroup has received $45 billion of TARP money.

Pandit did not receive a bonus for 2008 and has said he will accept no incentive pay and will accept base annual pay of $1 until Citigroup returns to profitability. The New York-based bank has not made money since the third quarter of 2007.

In 2008 Pandit was awarded a $958,333 salary, $9.84 million of stock and option awards including the sign-on bonus, and $16,193 of other compensation, according to a Citigroup proxy filing with the U.S. Securities and Exchange Commission on Monday.

Late last month, the government agreed to a bailout that could give it a 36 percent stake in the bank. The government is also sharing in losses on $300.8 billion of troubled Citigroup assets.

Compensation for the 52-year-old Pandit was slightly higher than the $9.96 million that Bank of America Corp , which has also received $45 billion of TARP money, awarded its CEO, Kenneth Lewis.

New York Attorney General Andrew Cuomo is investigating $3.62 billion of bonuses awarded late last year to Merrill Lynch & Co executives, just before the company was sold to Bank of America and posted a $15.84 billion fourth-quarter loss.

BOOSTING EXPERTISE

The nomination of the four new Citigroup directors is part of a shake-up seen as increasing the banking and financial expertise on the company's board.

The nominees are Anthony Santomero, a former president of the Federal Reserve Bank of Philadelphia; former U.S. Bancorp CEO Jerry Grundhofer; former Bank of Hawaii Corp CEO Michael O'Neill, and former Pacific Investment Management Co CEO William Thompson.

Shareholders must approve the nominations at the bank's April 21 annual meeting.

Richard Parsons, Citigroup's chairman, is the bank's only outside director with top-level financial services experience, having once run Dime Savings Bank of New York. He is better known as Time Warner Inc's former CEO.

If the nominations are approved, Citigroup's board would have 14 members. Of the 15 current members, three are stepping down and two others have reached retirement age. Those stepping down include former Chairman Sir Win Bischoff and former senior counselor and U.S. Treasury Secretary Robert Rubin.

In morning trading, Citigroup shares were up 35 cents, or 19.7 percent, at $2.13 on the New York Stock Exchange.

(Reporting by Dan Wilchins and Jonathan Stempel; editing by John Wallace)

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