Citigroup (C)

(1) Start Date, Position, Location and Assistant.

Your employment with Citigroup Global Markets Inc. (“CGMI”) will commence no later than 30 days from tomorrow or earlier if your current employer releases you. You will be Vice Chairman of Citigroup Inc. (“Citigroup”) with responsibilities as agreed herein. You will be focused on Citigroup’s Global Corporate and Investment Banking Group (“GCIB”) principally but you shall also advise Charles O. Prince, the CEO of Citigroup, or his successor (“Prince”) with respect to other Citigroup matters. You will report primarily to Michael Klein, CEO of Global Banking for the GCIB and Robert Druskin as CEO of the GCIB, or their successors (“Klein” and “Druskin”, respectively), with respect to Investment and Corporate Banking matters, and to Prince with respect to other Citigroup advisory matters. Klein and Druskin will be responsible for supervising your activities as they relate to the investment banking and securities businesses. You will be located in Manhattan, N.Y. with offices primarily at GCIB Headquarters and additional office space at 399 Park Avenue. It is agreed that for 3 months from your termination date (August 6, 2004) from CSFB, you will not directly or indirectly solicit any clients of CSFB.

You shall be a member of the GCIB Planning Group and the GCIB Global Banking Operating Committee, the European and North American Customer Committees and the European Advisory Board. Also, you shall be an ex officio member of Citigroup’s International Advisory Board.

You shall have the ability to hire a secretarial assistant of your choice subject to CGMI’s/GCIB’s hiring, pay and other applicable policies, provided that such assistant shall receive the same compensation that she is currently receiving from her present employer but, in no event, shall it exceed the compensation of other high level assistants at the GCIB.