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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) March 14, 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))
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Citigroup Inc.
Current Report on Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Attached hereto as Exhibit 10.1 is a Letter Agreement, dated March 14,
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, March 10,
2004 and January 18, 2005, with respect to the guaranty of a level of
compensation being extended through 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number
10.1 Letter Agreement, dated March 14, 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: March 14, 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 March 14, 2005, between Citigroup
Inc. and Robert E. Rubin