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

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                  ("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 the event of a Change of Control, as defined in either CAP
                  or SIP, you will be accorded not less favorable treatment in
                  terms of compensation and awards under the Citigroup
                  compensation and benefit plans and arrangements, as applies to
                  the other members of the Office of the Chairman, and, in light
                  of your unique circumstances, you will also be entitled to
                  payments sufficient to reimburse you fully on an after-tax
                  basis


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<PAGE>

                  for any tax under Section 4999 of the Internal Revenue Code or
                  any applicable successor provision, as well as any costs,
                  including professional fees, associated with determining and
                  resolving the application of such tax to you.

Notwithstanding anything to the contrary in CAP, SIP, the Citigroup 1999
Executive Performance Plan, any successor plans or any award agreements executed
pursuant to those plans, we have also agreed on the following provisions:

            o     If any of the events listed in Part A of Schedule B attached
                  hereto should occur, you shall be entitled to terminate your
                  employment by notice in writing delivered after you have had a
                  reasonable opportunity to evaluate such event and you will
                  receive (i) continued payment of salary through the later of
                  December 31, 2001 or 12 months following such date of
                  termination (the "SEVERANCE PERIOD"), (ii) continued payment
                  with respect to the Severance Period of incentive compensation
                  equal to the guaranteed incentive compensation for calendar
                  years 2000 and 2001 (if not already paid) and with respect to
                  any period after December 31, 2001 equal to the amount of
                  incentive compensation for the most recent calendar year
                  (prorated for a partial calendar year), (iii) the grant on a
                  fully vested basis, not later than October, 2000, of the
                  Second Option, if not previously granted, (iv) the immediate
                  lapse of all restrictions on and vesting of any restricted or
                  deferred stock, options or other awards made or received under
                  CAP, SIP or otherwise ("AWARDS"), (v) continued benefits
                  during the Severance Period and (vi) any payment due to you
                  under Schedule A attached hereto. In connection with the
                  foregoing, (a) any incentive compensation paid after the date
                  of termination will be paid without participation in CAP or
                  any similar program, (b) payments to you of incentive
                  compensation in respect of any year during the Severance
                  Period shall be made when similar payments are made to the
                  other members of the Office of the Chairman, but in no event
                  later than March 31 of the following year and will not be
                  subject to the deferred arrangement described above, (c) stock
                  options will be exercisable for two years following
                  termination of employment and (d) exercise of options
                  following the date of termination will not be eligible to
                  participate in reload grants.

            o     If any of the events listed in Part B of Schedule B attached
                  hereto should occur, then your employment will be
                  automatically terminated and you (or your estate) will receive
                  (i) payment of salary through the date of termination, (ii)
                  guaranteed unpaid incentive compensation prorated through the
                  date of termination and, if such termination occurs after
                  December 31, 2001, such incentive compensation payment shall
                  be based on the amount of incentive compensation for the most
                  recent


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<PAGE>

                  calendar year and (iii) the immediate lapse of restrictions on
                  and vesting of all Awards and the grant on a fully vested
                  basis, not later than October 2000, of the Second Option if
                  not previously granted; and in this connection, clauses (a)
                  through (d) of the preceding paragraph shall also apply.

            o     If you leave employment for any reason other than a reason
                  specified in Schedule B attached hereto, you will receive no
                  continuing compensation or option vesting or exercisability
                  after the date of your leaving, including with respect to any
                  awards granted under CAP.

            o     Your rights, following any leaving, under any other programs
                  and policies of Citigroup shall be governed by the terms of
                  such programs and policies.

            o     Following any leaving of employment, you agree to maintain the
                  confidentiality of proprietary Citigroup information and to
                  not solicit any of our senior employees to leave their
                  employment for at least two years following the date of your
                  leaving.

            o     The provisions of CAP, SIP and any successor plans with
                  respect to the vesting, payment and exercisability of awards
                  thereunder and the treatment of such awards upon and following
                  termination of employment, including forfeiture and deferral
                  provisions, are superseded by the provisions of this letter to
                  the extent inconsistent herewith, except to the extent
                  consented to by you in writing.


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<PAGE>

      We have also agreed that, separate from your role with Citigroup and
notwithstanding anything to the contrary in any policy of the Company, including
the Citigroup Employee Handbook and the Citigroup Principles of Employment, you
will be free to continue your long personal history of involvement in public
policy issues and to engage in other charitable and civic activities; to serve
on corporate or advisory boards or in similar capacities, including with respect
to investment partnerships, (and to be compensated for the same); and to manage
your personal investments, provided that such separate activities do not
materially conflict with your new responsibilities at Citigroup.

      Except as otherwise provided herein or as necessary and appropriate in
terms of governance, as a member of the Office of the Chairman, you will be
accorded the same status as the other members of the Office of the Chairman
(except with respect to non-material matters such as security and administrative
support). Thus, from the onset of your employment, you will be covered by the
same policies and be eligible to participate in the same compensation programs
and to receive the same benefits that have been or are enjoyed by other senior
executives and employees of Citigroup, including the other members of the Office
of the Chairman. Without limiting the foregoing, you will have the use of a
personal car and driver, as well as access to the Company's planes for your
business and personal needs to the same extent as the same are available to the
other members of the Office of the Chairman.

      You will also be eligible to participate in a comprehensive employee
benefits program, which includes medical and dental coverage, life insurance,
disability insurance, retirement plan and 401(k) savings plan, in accordance
with their terms, most of which permit participation on the first day of your
employment.

      This letter describes Citigroup's offer of employment. Any other
discussions that you have had with us are not part of our offer unless they are
described in this letter, CAP, the Citigroup 1999 Executive Performance Plan,
SIP, the Citigroup Employee Handbook or the Citigroup Principles of Employment
or are agreed upon in writing by you and the Company.

      Welcome to Citigroup!

                                     Sincerely,


/s/ John S. Reed                             /s/ Sanford I. Weill
----------------------                       ------------------------
    John S. Reed                                 Sanford I. Weill

                       Agreed:


                       /s/ Robert E. Rubin       Date: January 11, 2000
                       ---------------------          ---------------------

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                                                                      Schedule B

Schedule of Termination Events

Part A

      o     any failure by the Company to comply with any of the provisions of
            the foregoing letter or the Trust Agreement, other than an isolated,
            insubstantial and/or inadvertent failure not occurring in bad faith
            and which is promptly remedied by the Company after receipt of
            written notice thereof given by Mr. Rubin, including any diminution
            of Mr. Rubin's position, including status, offices, titles,
            reporting relationships or lack of meaningful participation in the
            strategic managerial and operational matters of Citigroup worldwide

      o     any failure of the Company to nominate or recommend for election Mr.
            Rubin as a Director, any failure of the shareholders of the Company
            to so elect Mr. Rubin or any failure of the Board of Directors to
            elect Mr. Rubin as Chairman of the Executive Committee of the Board
            of Directors

      o     change in the composition of the Office of the Chairman to include
            anyone other than Mr. Rubin and the Chairman or Chairmen of the
            Board of Directors of the Company in office from time to time

      o     resignation with the written consent of the Company

      o     at the written request of the Company or following receipt of
            written notice from the Company of termination of Mr. Rubin's
            employment

      o     a relocation of Mr. Rubin's office more than 25 miles outside of
            New York City

Part B

      o     retirement, for which Mr. Ruhin shall be eligible after completing 5
            years of service with the Company, whereupon Mr. Rubin's combined
            age and service shall be deemed to equal 75 for purposes of all
            plans and programs of Citigroup (other than any pension plans
            sponsored by the Company or any of its affiliates)

      o     death or disability