Amendment to 2005 Letter Agreement between Citigroup Inc. and Lewis B. Kaden (December 22, 2008)
This amendment updates the 2005 Letter Agreement between Citigroup Inc. and Lewis B. Kaden to ensure compliance with Section 409A of the Internal Revenue Code. It clarifies how Citi stock will vest and be delivered, and specifies that if Mr. Kaden is a 'specified employee' at the time of separation, certain deferred compensation payments will be delayed for six months as required by law. The amendment is effective as of December 22, 2008, and is signed by both parties.
Exhibit 10.31.2
December 22, 2008
Lewis B. Kaden
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Dear Lew:
In our letter agreement dated June 14, 2005 (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:
If any shares of Citi stock are to be delivered to you under Section 10(a)(4) of the Letter Agreement, such shares shall vest and be delivered to you in accordance with the terms of the applicable prospectus.
Notwithstanding anything to the contrary in the Letter Agreement, in the event that you are a “specified employee” (within the meaning of Section 409A(2)(B) of the Internal Revenue Code) on the date of your separation from service within the meaning of Section 409A of the Internal Revenue Code, all payments of deferred compensation payable to you as a result of such separation from service that would otherwise be payable during the six months following such separation from service shall instead be paid, without interest, on the first business day after the six-month anniversary of your separation from service or, if earlier, on the date of your death.
| Very truly yours, |
| /s/ Paul McKinnon |
| Paul McKinnon |
| Head, Human Resources |
| Accepted and agreed: |
| /s/ Lewis B. Kaden |
| Lewis B. Kaden |
