Employment Agreement - Citigroup Inc. and Robert E. Rubin
Citigroup Inc.
399 Park Avenue
New York, NY 10043
February 6, 2002
Robert E. Rubin
New York, NY
Dear Bob:
I am writing on behalf of Citigroup Inc. to confirm certain changes to
your employment agreement dated October 26, 1999:
(i) the guaranty of a level of incentive compensation for
2001 is extended for 2002, 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; and
(ii) the first paragraph under "Part B" of Schedule B is
revised to read as follows:
"retirement, for which Mr. Rubin shall be eligible
after reaching age 65, whereupon Mr. Rubin's combined
age and service shall be deemed to equal 75 for
purposes of all plans and programs of Citigroup
(other than any pension plans sponsored by the
Company or any of its affiliates)".
If the foregoing is consistent with our discussions, please sign in the
space provided below.
Very truly yours,
Citigroup Inc.
By: /s/ Sanford I. Weill
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Sanford I. Weill
Accepted and agreed
/s/ Robert E. Rubin
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Robert E. Rubin