Cto Employment Agreement

Exhibit 10.24


October 26, 1999


PERSONAL AND CONFIDENTIAL - -------------------------


Mr. Robert E. Rubin Citigroup 153 East 53rd Street C 4th Floor New York, NY 10043


Dear Bob:


We are pleased to offer you employment as Director, Chairman of the Executive Committee of the Board of Directors and member of the Office of the Chairman of Citigroup Inc. (together with its direct and indirect successors, the "COMPANY" and, together with its subsidiaries, "CITIGROUP"). Your employment will commence as soon as possible and will continue until terminated by you, by the Company or by reason of your death.


Working with us in the newly constituted Office of the Chairman consisting exclusively of you and the Chairmen of the Board of Directors of the Company, you will participate in strategic managerial and operational matters of Citigroup worldwide, but will not have line responsibilities or any other reporting relationships.


Your compensation will consist of the following:


o Salary, paid in accordance with the Company's standard
policies in effect from time to time (currently semi-monthly),
at an annual rate of not less than $1.0 million.


o Guaranteed level of incentive compensation for calendar years
1999 (subject to proration as described below), 2000 and,
subject to any extraordinary circumstances drastically
negatively affecting Citigroup reported operating results and
in the event of such circumstances and results only to the
extent of any similar effect on total compensation (including
incentive compensation awards) made to the other members of
the Office of the Chairman, 2001 of not less than $14.0
million, of which up to 25% (or, to the extent the other
members of the Office of the Chairman are similarly affected,
an amount equal to 25% of total compensation) shall be paid to
you in the form of awards of restricted stock (or, at your
election, deferred stock and/or options) pursuant to the
Travelers Group Capital Accumulation Plan, as in effect from
time to time


("CAP"), including the discounted price provisions thereof;
provided that the vesting period with respect to any such
awards shall be the period applicable to contemporary such
awards made to the other members of the Office of the
Chairman, but in no event more than three years. Such
incentive compensation shall be paid and awarded at the same
time as other such incentive compensation and awards made for
the respective year to senior executives of the Company, but
in no event later than paid or awarded to the other members of
the Office of the Chairman. Notwithstanding the foregoing, to
the extent necessary to avoid any loss of deduction with
respect thereto under Section 162(m) of the Internal Revenue
Code or any applicable successor provision, payment of such
incentive compensation (other than CAP awards) shall be
deferred as described in Schedule A attached hereto. Your
incentive compensation for the year 1999 will be a prorated
portion (i.e., 18.36%) of the foregoing annual guaranteed
amount. Incentive compensation with respect to any calendar
year after 2001 will be paid in accordance with the Citigroup
1999 Executive Performance Plan or any applicable successor
plan.


o A grant made to you on the date hereof of 1.5 million options
on Citigroup common stock, pursuant to the Citigroup 1999
Stock Incentive Plan ("SIP"), with an exercise price equal to
the closing market price (composite transactions) on October
25, 1999. In addition, an additional grant of 1.5 million
options of Citigroup common stock (or, if a stock split,
recapitalization or other event has occurred prior to such
additional grant, an amount of such options adjusted to
reflect such event) ("SECOND OPTION"), also pursuant to SIP
(as then in effect), with an exercise price equal to the
closing market price (composite transactions) on the day
before the date of grant, which will be made not later than
October 2000 by the Personnel, Compensation and Directors
Committee.


o All options granted to you shall have a term of not less than
ten years, shall vest and become exercisable at a rate of at
least 20% per year and the shares received upon exercise shall
be fully vested, except as required in connection with reload
eligibility or pursuant to CAP to the same extent in either
case as applicable to the other members of the Office of the
Chairman.


o In ...