UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 18, 2005
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Citigroup Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
399 Park Avenue, New York, New York 10043
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(Address of principal executive offices) (Zip Code)
(212) 559-1000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Citigroup Inc.
Current Report on Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) Attached hereto as Exhibit 10.1 is a Letter Agreement, dated January
18, 2005, between Citigroup Inc. and Robert E. Rubin. Mr. Rubin is a member of
the Board of Directors of Citigroup Inc., is the Chairman of the Executive
Committee and is a member of the Office of the Chairman of Citigroup Inc. The
Letter Agreement confirms certain changes to Mr. Rubin's employment agreement
dated October 26, 1999, as amended on February 6, 2002, February 10, 2003 and
March 10, 2004, with respect to incentive compensation awarded to Mr. Rubin on
January 18, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number
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10.1 Letter Agreement, dated January 18, 2005, between Citigroup
Inc. and Robert E. Rubin.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 24, 2005 CITIGROUP INC.
By: /s/ Michael S. Helfer
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Name: Michael S. Helfer
Title: General Counsel and Corporate
Secretary
EXHIBIT INDEX
Exhibit Number
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10.1 Letter Agreement, dated January 18, 2005, between Citigroup Inc.
and Robert E. Rubin