EXECUTION COPY
August 24, 2005
Mr. Robert B. Willumstad
399 Park Avenue
New York, NY 10022
Dear Bob:
This Letter Agreement, together with the attachments hereto (collectively, the
"Agreement"), reflects our mutual understanding with respect to your separation
from employment as a result of your retirement from Citigroup Inc. (the
"Company", and together with its subsidiaries and their affiliates, "Citigroup")
and sets forth the payments and benefits that you will be eligible to receive
under this Agreement.
1. RESIGNATIONS AND TERMINATION DATE. You have advised us that you will resign
from the Board of Directors of the Company, and from your position as President
and Chief Operating Officer of the Company effective as of August 31, 2005 (the
"Termination Date"). Effective with such resignation, you will no longer be a
member of any board or internal management committee of the Company or Citigroup
and you will have no authority to take any action on behalf of or otherwise bind
the Company or Citigroup.
2. PAYMENTS THROUGH THE TERMINATION DATE. Until the close of business on the
Termination Date, you will continue to receive (a) salary payments at your
current annual base salary rate of $1,000,000 (less applicable withholdings and
deductions), paid in accordance with the Company's payroll practices in the
ordinary course and (b) the benefits commensurate with the level and type of
benefits you currently receive. Your participation in the Citigroup Senior
Officer Security Program will end at, and you will continue to be covered by the
Stock Ownership Commitment, the Loan Policy, and the Personal Trading Policy
until, the close of business on the Termination Date.
3. POST-TERMINATION HEALTH AND WELFARE BENEFITS. Following the Termination Date,
you will be eligible for applicable medical and other benefits pursuant to the
terms of the applicable plans and any changes thereto, and additional
information concerning such benefits will be provided to you under separate
cover.
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August 24, 2005
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4. OTHER PAYMENTS AND BENEFITS. If after the Termination Date you sign the
General Release in the form attached hereto as Attachment A ("General Release")
and it becomes effective, you will receive the following payments and benefits,
subject to the conditions and restrictions and in the manner and time frames
described in this paragraph 4. You acknowledge and agree that certain of the
payments and benefits described herein differ from and are in excess of the
total payments and benefits you would otherwise be eligible to receive upon
retirement, absent this Agreement.
(a) Notwithstanding anything contained in the Citicorp 1997 Stock Incentive
Plan, the Citigroup 1999 Stock Incentive Plan or your stock option award
agreements to the contrary, all unvested, outstanding employee stock options
granted to you from the Company will vest in full as of the Termination Date,
and provided you comply with the provisions of paragraph 9 below, your vested
options will remain exercisable for a period of two (2) years following the
Termination Date, but in any event no later than the original expiration date of
the option. Any sale restriction on incremental shares distributed to you in
connection with your exercise of employee stock options will no longer apply
following the Termination Date.
(b) The restricted and deferred stock awards granted to you from the
Company under the Capital Accumulation Program ("CAP") on February 12, 2003,
January 20, 2004 and January 18, 2005 including basic and premium shares, will
fully vest and be delivered to you within ten (10) days following the Effective
Date of the General Release.
(c) Forty percent (40%) of the restricted stock award granted to you from
the Company on July 15, 2003 will fully vest and be delivered to you within ten
(10) days following the Effective Date of the General Release.
(d) You will receive a pro-rata incentive award for the 2005 compensation
year in the form of a cash payment (less applicable withholdings and deductions)
in a gross amount equal to seven-twelfths (7/12) of the pre-tax nominal value of
the award package you would have otherwise received in early 2006 had you not
separated from the Company (the "Incentive Award"). The amount of the Incentive
Award will be based on the 2005 year-end financial results for Citigroup, and
will be calculated in the same manner and using the same methodology that
applied to your incentive awards for the years 2003 and 2004, disregarding for
this purpose the fact that you retired from the Company prior to the end of the
fiscal year and received certain payments under this Agreement. The Incentive
Award will not be subject to CAP and will be paid on the date in early 2006 that
incentive awards are paid to the other senior executives of Citigroup.
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August 24, 2005
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5. POST-TERMINATION SERVICES.
(a) You may continue to participate in the Financial Planning Program
available to Management Committee members, and the Company will provide you with
an office in midtown Manhattan, administrative support, and a car and driver, in
each case, until the earlier of (i) February 28, 2006 or the (ii) the date you
commence employment with another employer. If you have not commenced employment
with another employer on or before February 15, 2006, the Company will make a
payment to you on or before February 28, 2006 in an amount equal to the cost of
providing the above described services for a period of six (6) months and will
allow you to continue to use such services for an additional period of up to six
(6) months, beginning on March 1, 2006 and ending on August 31, 2006, provided
that you have not commenced employment with another employer during such
additional six (6) month period and you reimburse the Company on a monthly basis
for such services. The cost of providing these services and the aggregate amount
of the reimbursement shall be equal, and shall be determined by the Company in
its sole discretion.
(b) Your 2005 and 2006 W-2 income will reflect all taxable income arising
from Company-provided services, including without limitation your participation
in the Financial Planning Program, and the personal use of Citigroup-provided
transportation, office space and administrative support to the extent required
by applicable law and as determined by the Company in its sole discretion.
(c) To the extent that any or all of such post-termination services
described in this paragraph 5 are subject to federal, state or local income
taxes ("Taxes"), Citigroup will make an additional payment ("Gross-up") to you
or on your behalf to the appropriate tax authority, as determined by the
Company, such that the Taxes associated with the income relating to these
services and the Taxes associated with the Gross-up payment do not give rise to
an out-of-pocket tax cost to you.
6. PENSION AND 401(K) PLANS. The Company acknowledges that your account balances
under the Company's qualified and non-qualified pension plans in which you are a
participant, including the Citigroup Pension Plan, the Primerica Supplemental
Executive Retirement Plan, the Travelers Group Inc. Retirement Benefit
Equalization Plan and 401(k) plan are already 100% vested and shall remain
unaffected by this Agreement. Additional information concerning your pension and
401(k) plan benefits will be provided to you under separate cover.
7. GREENWICH STREET CAPITAL PARTNERS. Your participation in the Greenwich Street
Capital Partners Fund is governed by the terms of the private placement
memorandum and the partnership agreement for the fund.
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August 24, 2005
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8. CITIGROUP CREDIT CARD. You agree to pay any unpaid, outstanding balance due
on your Citigroup business credit card as soon as practicable following the
Termination Date.
9. NON-COMPETE AND NON-SOLICITATION OF CITIGROUP EMPLOYEES AND CLIENTS.
(a) For a period of twelve (12) months following the Termination Date, you
will not, without the Company's written consent, directly or indirectly,
yourself or on behalf of a third party, take any action to solicit, recruit,
hire, employ engage or induce or encourage any individual who was a Senior
Manager of Citigroup (as described in the Five Point Plan initiative as one of
the top 3,000 employees) as of July 14, 2005 to terminate his or her employment
with Citigroup and become employed or engaged as an owner, principal, partner,
member, officer, director, consultant, agent or representative elsewhere.
However, the foregoing restrictions shall not prohibit any entity with whom you
may have an employment, principal or consulting relationship (each an "Employing
Entity") from soliciting or offering employment to (i) any persons (including
Senior Managers) who respond to a general solicitation or advertisement that is
not specifically directed to Citigroup employees or any specific group of
Citigroup employees; (ii) any persons (including Senior Managers) who are
referred to such Employing Entity by search firms or employment agencies,
provided such search firms and employment agencies have been advised of the
restrictions contained in paragraph 9(a) of this Agreement; (iii) any persons
(including Senior Managers) whose employment has been involuntarily terminated
by Citigroup after July 14, 2005; or (iv) your administrative assistants as of
July 14, 2005.
(b) For a period of eighteen (18) months following the Termination Date,
you agree that you will not directly or indirectly solicit or induce any client
of Citigroup with whom you had substantial contact during your employment to
terminate its relationship with Citigroup or to divert a significant portion of
its existing business to a competitor of Citigroup.
(c) For a period of two (2) years following the Termination Date (the
"Restricted Period"), you agree that you will not accept employment in a
position in which you would become a "named executive officer", as defined in
Item 402(a)(3) of Regulation S-K (17 CFR Section 229.402(a)(3)) ("Named
Executive Officer"), become a principal or director of or enter into any
consulting relationship ("Employment Relationship") with any of the following
companies: American Express Company (NYSE:AXP), Bank of America Corporation
(NYSE:BAC), The Goldman Sachs Group, Inc. (NYSE:GS), JP Morgan Chase & Co.
(NYSE:JPM), Morgan Stanley (NYSE:MWD), Wachovia Corporation (NYSE:WB) and Wells
Fargo & Company (NYSE:WFC) (each such entity, a "Restricted Entity") or any of
their respective parents, majority-owned subsidiaries, successors, or assigns.
However, nothing contained herein shall be construed to limit the ability of any
of the Restricted Entities or any of their respective parents, majority-owned
subsidiaries, successors or assigns from acquiring, merging, or entering into an
exchange, business combination or other form of corporate
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reorganization (a "Merger Transaction") with an Employing Entity, and following
the closing of any such Merger Transaction you may remain employed in the same
position you held with the Employing Entity prior to the closing of the Merger
Transaction (or the successor to the Employing Entity in the Merger Transaction)
so long as (i) immediately prior to the closing of the Merger Transaction, the
total consolidated assets of the Employing Entity (or its successor in the
Merger Transaction) is less than fifty (50%) percent of the total consolidated
assets of the relevant Restricted Entity; (ii) for their respective most
recently completed fiscal years ending immediately prior to the closing of the
Merger Transaction, the total consolidated net revenues of the Employing Entity
is less than 50% of the total consolidated net revenues of the relevant
Restricted Entity and (iii) you do not become employed in a position in which
you would become a Named Executive Officer of a Restricted Entity as a result of
the Merger Transaction at any time during the Restricted Period.
(d) You acknowledge and agree that given the role and opportunity you have
enjoyed with the Company, the covenants contained in this paragraph 9 are
reasonable, constitute an important part of the Company's consideration provided
to you under this Agreement, and will not unnecessarily or unreasonably restrict
your professional opportunities.
10. CLAIMS. You represent that as of the date you have signed this Agreement,
you have not filed, directly or indirectly, nor caused to be filed, any Claims
against the Company, Citigroup or the Releasees (as defined in the General
Release attached hereto) in any forum, including federal, state or local court
or in arbitration, any administrative proceeding with any federal, state or
local administrative agency, or the Company's dispute resolution procedure. You
agree that should any administrative agency or third party pursue any claims on
your behalf, you waive your right to any monetary or other recovery of any kind.
11. NON-DISPARAGEMENT. You agree not to disparage or denigrate Citigroup or the
Releasees orally or in writing. The Company agrees not to disparage or denigrate
you or your agents, assignees, attorneys, heirs, executors and administrators
orally or in writing, and agrees to use its reasonable best efforts to cause its
directors and executive officers not to disparage or denigrate you or your
agents, assignees, attorneys, heirs, executors and administrators.
12. PROPRIETARY INFORMATION. You agree to return all Citigroup property in your
possession, custody or control. You further agree that all proprietary or
confidential information or trade secrets concerning Citigroup or its
businesses, products, services, or employees, including but not limited to
information concerning business strategies or plans, systems, products and
services and their development, technical information, marketing, trading,
investment, fund management and sales activities and procedures, promotion and
pricing techniques, cost, credit and financial data, and customer, client,
vendor, and employee information ("Proprietary Information") is the exclusive
property of Citigroup. You agree that you have an ongoing obligation not to
disclose or use,
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August 24, 2005
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either directly or indirectly, any such Proprietary Information for any reason
unless required by a statute, by a court of law, by any governmental agency or
self-regulatory organization having supervisory authority over Citigroup
business, or by any administrative or legislative body (including a committee
thereof) with jurisdiction to order you to divulge, disclose or make accessible
such information. Prior to any disclosure, however, you shall give notice to the
Company's General Counsel, 399 Park Avenue, New York, New York 10022, of any
such request or demand for Proprietary Information immediately upon your receipt
of same and shall reasonably cooperate with Citigroup in any application it may
make seeking a protective order barring disclosure of such Proprietary
Information.
13. CONFIDENTIALITY.
(a) You represent that you have kept, and you agree that you will keep, the
existence and terms of this Agreement that have not otherwise been publicly
disclosed by the Company and any discussions with an authorized representative
of the Company that relate to it strictly confidential. You also agree that
neither you nor anyone acting on your behalf will disclose such information,
directly or indirectly to any third party, unless and until this Agreement has
been publicly disclosed by the Company. Notwithstanding the foregoing you may
disclose the terms of this Agreement to, as applicable, your spouse, attorney
and financial advisor provided that you first secure their agreement to keep the
terms of this Agreement strictly confidential in accordance with the terms of
this paragraph 13. In addition, you may disclose the terms of this Agreement if
necessary in any action to enforce this Agreement or as otherwise required by
law, provided however that you promptly give notice to the Company's General
Counsel of any attempts to compel disclosure.
(b) Nothing contained in this Agreement is intended to prohibit or restrict
you from providing truthful information concerning your employment or
Citigroup's business activities to any government, regulatory or self-regulatory
agency, or court of law, as necessary or appropriate in any litigation or other
proceeding.
14. COOPERATION. You agree to cooperate with the Company and its attorneys as
may be reasonably required, concerning any past, present or future legal matters
that relate to or arise out of your employment with the Company, with the
understanding that any meetings you are requested to attend are scheduled during
normal business hours at mutually agreeable times. You acknowledge that you have
advised the Company's General Counsel of all facts of which you are aware that
constitute or might constitute violations of the Company's ethical standards or
legal obligations. The Company agrees to reimburse you for any and all
reasonable costs and expenses (including but not limited to reasonable
attorney's fees) you may incur in connection with such cooperation.
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August 24, 2005
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15. REMEDIES.
(a) Notwithstanding anything to the contrary in this Agreement, and without
limiting any remedies at law or in equity that may be available to the Company
or you as provided herein or otherwise, you and the Company acknowledge and
agree that a remedy at law for any breach or threatened breach of any covenant
contained in paragraph 9 above would be inadequate and monetary damages would be
difficult to calculate and that for any such breach or threatened breach, a
court of law may award an injunction, restraining order or other equitable
relief, restraining you from committing or continuing to commit such breach.
(b) It is expressly understood and agreed that if a final determination is
made by a court of law that the time or any other restriction contained in
paragraph 9 of this Agreement is an unenforceable restriction against you, then
the provisions of paragraph 9 of this Agreement shall not be rendered void but
shall be deemed amended to apply as to such maximum time and to such other
maximum extent as such court may determine or indicate to be enforceable.
Alternatively, if any such court finds that any restriction contained in
paragraph 9 of this Agreement is unenforceable, and such restriction cannot be
amended so as to make it enforceable, such finding shall not affect the
enforceability of any other provision of this Agreement.
16. PARTIAL INVALIDITY. Except with respect to the attached General Release, the
invalidity or unenforceability of any provision of this Agreement shall have no
effect upon, and shall not impair the validity or enforceability of, any other
provision of this Agreement.
17. COMPLIANCE WITH THE AMERICAN JOBS CREATION ACT. The parties agree that this
Agreement will be administered in accordance with Section 409A of the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder (the "Code"). The parties agree that this Agreement will be amended
as may be necessary to fully comply with Section 409A of the Code and any
Treasury pronouncements relating thereto in order to preserve the payments and
benefits provided hereunder to the extent possible without additional cost to
the Company.
18. KNOWING AND VOLUNTARY AGREEMENT.
(a) You acknowledge and agree that (i) you have read and understand each of
the provisions of this Agreement, (excluding the General Release the "Letter
Agreement"); (ii) you are hereby advised to consult with an attorney prior to
signing this Letter Agreement; and (iii) you have 21 calendar days from the date
of this Letter Agreement to review and consider your decision to sign it.
(b) Once you sign this Agreement, you have 7 calendar days to revoke it.
You may do so by delivering to the undersigned written notice of your revocation
within the 7-day revocation period. This Agreement will become effective on the
8th day after
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you sign it, provided that you have not revoked it during the 7-day revocation
period ("Effective Date").
19. KNOWING AND VOLUNTARY GENERAL RELEASE.
(a) You acknowledge and agree that (i) you will not sign the General
Release until after the Termination Date; (ii) you are hereby advised to consult
with an attorney prior to signing the General Release; and (iii) you have more
than 21 calendar days from the date of this Agreement to review and consider
your decision to sign the General Release.
(b) Once you sign the General Release, you will have 7 calendar days to
revoke it. You may do so by delivering to the undersigned written notice of your
revocation within the 7-day revocation period. The General Release will become
effective on the 8th day after you sign it, provided that you have not revoked
it during the 7-day revocation period ("Effective Date").
20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
New York (regardless of conflict of laws principles) as to all matters including
without limitation validity, construction, effect, performance, and remedies,
except to the extent that such laws are preempted by federal law.
21. NOTICES. All notices, requests and other communications under this Agreement
and the General Release will be in writing (including facsimile or similar
writing) to the applicable address (or to such other address as to which notice
is given in accordance with this paragraph 21).
If to you: Robert B. Willumstad
[home address redacted]
with a copy to: Michael Mitchell, Esq.
Skadden, Arps, Slate.
Meagher & Flom LLP
Four Times Square
New York, NY 10036
Facsimile: (917) 777-2515
If to the Company
or Citigroup: Michael E. Schlein
Senior Vice-President,
Global Corporate Affairs, Human Resources
and Business Practices
Citigroup Inc.
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August 24, 2005
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399 Park Avenue
New York, NY 10022
Facsimile: (212) 793-2008
with a copy to: Citigroup Inc.
399 Park Avenue
New York, NY 10022
Attention: General Counsel
Facsimile: (212) 793-5300
Each such notice, request or other communication will be effective only when
received by the receiving party.
22. TRANSFERABILITY. This Agreement shall be binding upon any successor to the
Company, whether by merger, consolidation, purchase of assets or otherwise. No
provision of this Agreement is intended to confer any rights, benefits,
remedies, obligations or liabilities hereunder upon any person or entity, other
than the parties hereto and their respective successors and assigns, which in
your case will include your heirs and/or your estate.
23. COUNTERPARTS. This Agreement may be executed in counterparts.
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24. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding relating to your employment relationship with and retirement from
the Company, and supersedes all prior discussions, negotiations, and agreements
concerning your employment with the Company and separation therefrom.
CITIGROUP INC.
By: /s/ Michael E. Schlein August 24, 2005
--------------------------------- Date
Michael E. Schlein
Senior Vice President,
Global Corporate Affairs,
Human Resources and Business
Practices
Attachments
YOU ARE HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS AGREEMENT.
I HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER
THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT MEANS.
/s/ Robert B. Willumstad August 24, 2005
- ------------------------------------- Date
Robert B. Willumstad
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August 24, 2005
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ATTACHMENT A
GENERAL RELEASE
In exchange for the payments and benefits set forth in the letter agreement
between Citigroup Inc. (the "Company") and me dated August 24, 2005 (the "Letter
Agreement"), and to be provided following the Effective Date of this General
Release (as defined below) and subject to the terms of the Letter Agreement, and
my execution (without revocation) and delivery of this General Release after the
Termination Date (as defined in the Letter Agreement):
1. (a) On behalf of myself, my agents, assignees, attorneys, heirs, executors,
and administrators, I hereby release Citigroup Inc. and its predecessors,
successors and assigns, its and their current and former parents, affiliates,
subsidiaries, divisions and joint ventures including but not limited to,
Citicorp and Citibank, N.A. (individually and collectively, "Citigroup"); and
all of their current and former officers, directors, , employees, and agents, in
their capacity as Citigroup representatives (individually and collectively,
"Releasees") from any and all controversies, claims, demands, promises, actions,
suits, grievances, proceedings, complaints, charges, liabilities, damages,
debts, taxes, allowances, and remedies of any type, including but not limited to
those arising out of my employment with the Company (individually and
collectively, "Claims") that I may have by reason of any matter, cause, act, or
omission. This release applies to Claims that I know about and those I may not
know about occurring at any time on or before the date of execution of this
General Release.
(b) This General Release includes a release of all rights and Claims under,
as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of
1866 and 1991, the Americans with Disabilities Act of 1990, the Employee
Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family
and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Older
Workers Benefit Protection Act of 1990, the Occupational Safety and Health Act
of 1970, the Worker Adjustment and Retraining Notification Act of 1989, the
Sarbanes-Oxley Act of 2002, the New York State Human Rights Act, and the New
York City Human Rights Act, as well as any other federal, state, or local
statute, regulation, or common law regarding employment, employment
discrimination, termination, retaliation, equal opportunity, or wage and hour. I
specifically understand that I am releasing Claims based on age, race, color,
sex, sexual orientation or preference, marital status, religion, national
origin, citizenship, veteran status, disability, and other legally protected
categories.
(c) This General Release also includes a release of any Claims for breach
of contract, any tortious act or other civil wrong, attorneys' fees, and all
compensation and benefit claims including without limitation Claims concerning
salary, bonus, and any award(s), grant(s), or purchase(s) under any equity and
incentive compensation plan or program, and separation pay under the Citigroup
Separation Pay Plan.
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(d) In addition, I am waiving my right to pursue any Claims against the
Company and Releasees under any applicable dispute resolution procedure,
including any arbitration policy.
I acknowledge that this General Release is intended to include, without
limitation, all Claims known or unknown that I have or may have against the
Company and Releasees through the Effective Date of this General Release.
Notwithstanding anything herein, I expressly reserve and do not release pursuant
to this General Release (and the definition of "Claims" will not include) (i) my
rights with respect to the enforcement of the Letter Agreement, including the
right to receive the payments and benefits specified in the Letter Agreement,
(ii) my rights to the vested benefits I may have, if any, under any Company or
Citigroup employee benefit plans and programs to the extent preserved pursuant
to this Agreement; (iii) any claim arising after the Effective Date of this
General Release and (iv) any right to indemnification pursuant to the By Laws of
the Company or any of the Citigroup entities, or pursuant to the applicable
provisions of Delaware or other applicable state law, or the protections of
Citigroup's directors and officers liability insurance, in each case, to the
same extent provided to other senior executives of the Company or the applicable
Citigroup entity.
2. I acknowledge that I have had at least 21 days from the date of delivery of
the Letter Agreement to consider the terms of the Letter Agreement and this
General Release, that I have been advised to consult with an attorney regarding
the terms of this General Release prior to executing it, that I fully understand
all of the terms and conditions of this General Release, that I understand that
nothing contained herein contains a waiver of claims arising after the date of
execution of this General Release, and I am entering into this General Release
knowingly, voluntarily and of my own free will. I further understand that my
failure to sign this General Release and return such signed General Release to
the Senior Vice-President, Global Corporate Affairs, Human Resources and
Business Practices, Citigroup Inc., 399 Park Avenue, New York, NY 10022 with a
copy to the General Counsel, Citigroup Inc., 399 Park Avenue, New York, NY 10022
by 5:00 pm on the 22nd day after the Termination Date will render me ineligible
for the payments and benefits described herein and in the Agreement.
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3. I understand that once I sign and return this General Release to the Senior
Vice-President, Global Corporate Affairs, Human Resources and Business
Practices, of Citigroup Inc. with a copy to the General Counsel of Citigroup
Inc., I have 7 days to revoke it. I may do so by delivering to the Senior
Vice-President, Global Corporate Affairs, Human Resources and Business
Practices, Citigroup Inc., 399 Park Avenue, New York, NY 10022 with a copy to
the General Counsel, Citigroup Inc., 399 Park Avenue, New York, NY 10022 written
notice of my revocation within the 7-day revocation period (the "Revocation
Period"). This General Release will become effective on the 8th day after I sign
and return it to the Senior Vice President, Global Corporate Affairs, Human
Resources and Business Practices of Citigroup Inc. with a copy to the General
Counsel of Citigroup Inc. ("Effective Date"); provided that I have not revoked
it during the Revocation Period.
YOU ARE HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS GENERAL RELEASE.
I HAVE READ THIS GENERAL RELEASE AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND
ENTER THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF
WHAT IT MEANS.
- ------------------------------------- ---------------------
Robert B. Willumstad Date