Amendment to Employment Agreement between Citigroup Inc. and Robert E. Rubin (March 14, 2005)

Summary

This letter agreement between Citigroup Inc. and Robert E. Rubin extends the guarantee of a certain level of incentive compensation for Mr. Rubin through 2005, under the terms of his existing employment agreement and its prior amendments. All provisions regarding the composition, payment, and tax treatment of this compensation remain in effect. The agreement is confirmed by signatures from both parties.

EX-10.1 2 y06778exv10w1.txt LETTER AGREEMENT Exhibit 10.1 March 14, 2005 Mr. Robert E. Rubin 399 Park Avenue New York, NY 10022 Dear Bob: I am writing on behalf of Citigroup Inc. to confirm certain changes to your employment agreement dated October 26, 1999, as amended on February 6, 2002, February 10, 2003, March 10, 2004, and January 18, 2005. The guaranty of a level of incentive compensation for 2004 is extended through 2005, and all of the provisions of the employment agreement, as amended, relating to such incentive compensation (such as composition and manner of payment), including those designed to avoid the loss of deduction under Section 162(m) of the Internal Revenue Code, shall apply to such extended guaranty. If the foregoing is consistent with our discussions, please sign in the space provided below. Very truly yours, Citigroup Inc. By: /s/ Michael Schlein -------------------------------- Michael Schlein Senior Vice President, Global Corporate Affairs, Human Resources and Business Practices Accepted and agreed: /s/ Robert E. Rubin - ------------------------------------ Robert E. Rubin