Amendment to Employment Agreement between Citigroup Inc. and Robert E. Rubin (March 10, 2004)

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 2004, continuing the terms set in his original employment agreement and its prior amendments. All provisions regarding the composition, payment, and tax treatment of the incentive compensation remain in effect. The agreement is confirmed by signatures from both parties.

EX-10.01 2 a2135828zex-10_01.htm EXHIBIT 10.01

Exhibit 10.01

March 10, 2004

Mr. Robert E. Rubin
399 Park Avenue, 3^rd Floor
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 and February 10, 2003. The guaranty of a level of incentive compensation for 2003 is extended through 2004, and all of the provisions of the employment agreement 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/ CHARLES PRINCE Charles Prince Chief Executive Officer
Accepted and agreed:
/s/ ROBERT E. RUBIN Robert E. Rubin