Amendment to 2007 Letter Agreement Between Citigroup Inc. and Gary C. Crittenden (December 22, 2008)
This amendment updates the 2007 Letter Agreement between Citigroup Inc. and Gary C. Crittenden to ensure compliance with Section 409A of the Internal Revenue Code. The changes clarify payment timing, update certain terms, and specify when reimbursements must be made. The amendment is signed by both parties and is effective as of December 22, 2008.
Exhibit 10.26.2
December 22, 2008
Gary C. Crittenden
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Dear Gary:
In our letter agreement dated February 23, 2007 (the “Letter Agreement”), we agreed to amend the Letter Agreement as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and set forth below are such amendments:
In paragraph 2(a), “2009” shall be replaced with “in 2009, before March 15, 2009.”
In paragraph 7, “2008 Award” shall be replaced with “2008 Award in 2009, before March 15, 2009.”
The following shall be added to the end of paragraph 11: “Any such reimbursement payment shall be paid to you no later than the end of your taxable year next following your taxable year in which the tax (and any income or other related taxes or interest or penalties thereon) on a payment are remitted to the Internal Revenue Service or any other applicable taxing authority, and any other reimbursement payment shall be paid to you in the year in which you incur the reimbursable cost.”
In paragraph 17, “termination of employment” shall be replaced with “separation from service” and “termination” shall be replaced with “separation.”
| Very truly yours, |
| /s/ Paul McKinnon |
| Paul McKinnon |
| Head, Human Resources |
| Accepted and agreed: |
| /s/ Gary C. Crittenden |
| Gary C. Crittenden |
