Sample Business Contracts

Retirement Agreement - Citigroup Inc. and Robert I. Lipp

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                            PERSONAL AND CONFIDENTIAL

December 19, 2000

Mr. Robert I. Lipp

Dear Bob:

        This will confirm our discussions regarding your proposed retirement as
an officer and employee from the Company and its affiliates.

-       The effective date of your retirement as an officer and employee will be
        on or about December 31, 2000 (the "Retirement Date"). Upon such
        retirement, for purposes of all plans and programs of the Company and
        its affiliates, you will be treated as having incurred a "Retirement,"
        as defined in each such plan and program.

-       At such time, you will retire as an employee and from all positions as
        an officer or director of the Company and its affiliates, as well as a
        fiduciary of any benefit plan of the Company and its affiliates except
        that you will continue as a director of Citigroup Inc. (for which,
        effective January 1, 2001, you will be compensated in a similar fashion
        to non-employee directors generally) and will become Chairman of the
        Board of Travelers Property Casualty Corp. ("TAP") (for which, effective
        January 1, 2001, you will be compensated in an amount to be determined
        between you and TAP), in each case for so long as is mutually agreeable
        between you and the Company. You may resign either or both positions at
        any time without effect on any other provisions of this agreement.

-       During the period from the date hereof until the effective date of your
        retirement, you will continue to be compensated at your current rate of
        base pay, will continue to enjoy your current participation in various
        benefit and employee plans and will continue to receive such other
        prerequisites as you currently receive.

-       You also will be eligible for consideration for a discretionary bonus
        for 2000 in the ordinary course when bonuses are considered for other
        senior executives, presently


        scheduled for January, 2001. Such bonus will not be subject to
        participation in the Company's Capital Accumulation Plan.

-       Following the effective date of your retirement, your continued
        participation in (1) employee medical and welfare plans, (2) the
        Company's stock option plans, (3) the Company's CAP Plan and (4) and any
        other plan or programs of the Company or its affiliates (the "Equity and
        Benefit Plans") will be pursuant to the terms of such plans as they
        relate to retirees, except as otherwise provided for herein.

-       Following the effective date of your retirement and continuing for a
        period of one year, you will make yourself available, on a limited,
        non-exclusive basis and scheduled so as to not unreasonably interfere
        with your other activities, to consult with the Company on matters
        reasonably related to your prior service with the Company. Such matters
        may include training, operational efficiencies and strategic
        initiatives. You will not be separately compensated for such consulting
        activities, but will have your expenses reimbursed.

-       Notwithstanding the provisions of any plan or program, the following
        shall apply to your Retirement.

        -       All stock options and CAP awards shall be fully vested upon
                your Retirement.

        -       All other benefits and awards under any other Equity and Benefit
                Plans shall be fully vested on your Retirement.

        -       No stock options (including but not limited to reload grants,
                CAP awards or other benefits and awards under any other
                Equity and Benefit Plans, including but not limited to those
                shares acquired upon prior option exercises, shall be subject
                to any forfeiture provisions, clawback provisions or
                restrictions on exercise or sale (other than under the
                securities laws), other than, in substitution for all other
                forfeiture or clawback criteria, the sole criteria shall be
                that, without the Company's prior written consent, you will
                not for two (2) years from your Retirement Date become a
                director of, or assume responsibility for running a
                significant business activity of any of the entities listed
                on that certain letter, dated as of the date hereof and
                referencing this paragraph. Upon your request, we will
                promptly notify you of whether we will treat any proposed
                activity as being in violation of the foregoing.

        -       All options shall remain exercisable for at least two (2) years
                from your Retirement Date, except to the extent the original
                grant period ends earlier.

-       You acknowledge that you, of course, have a continuing obligation not to
        publicly disclose confidential information about the Company or its
        customers obtained in the


        course of your career with the Company (other than in compliance with
        legal process).

-       Upon your Retirement you will, of course, receive payment for accrued
        but unused vacation, unpaid expense reimbursement and similar items. You
        will, of course, also continue all rights to indemnification and
        directors and officers liability insurance coverage.

-       Any notice to be given under the latter shall be sent: if to you, at
        your last home address on the records of the Company or, if to the
        Company, to my attention at the Company's executive offices. Notices
        should be sent by hand delivery, telecopy or overnight delivery and will
        be deemed given when received.

-       This letter agreement will be governed by New York law (without regard
        to principles of conflict of laws) and reflects the entire agreement
        with regard to the subject matter. It may not be modified or terminated
        orally, but only by a writing executed by the party to be charged. Any
        disputes with regard to this letter will be resolved by binding
        arbitration, to be held in New York, New York, in accordance with the
        rules and procedures of the American Arbitration Association before one
        arbitrator selected jointly by you and the Company. Judgment upon the
        award rendered by the arbitrator may be entered in any court of
        competent jurisdiction.

        If the foregoing accurately reflects our discussions, please sign in the
space provided below and return a copy of this letter.


                                       Citigroup Inc.

                                       by: /s/ Charles O. Prince, III

Acknowledged and agreed:

/s/ Robert I. Lipp
Date: 12/19/00