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Exhibit 10.03  


 
 

[FORM OF RELOAD OPTION GRANT NOTIFICATION]    





  


 
 

RELOAD STOCK OPTION GRANT NOTIFICATION(1)
  (Grant dated mm/dd/yy)    
    



        1.    Grant of Reload Option.    Citigroup Inc. ("Citigroup") hereby grants to {NAME} ("Participant") one or
more non-qualified stock options to purchase the number of shares of Citigroup common stock noted in the Reload Stock Option Grant Summary below, at a grant price per share (the "Grant
Price") of $[GRANT DATE FMV] subject to the terms, conditions, and restrictions described herein pursuant to the Citigroup 1999
Stock Incentive Plan, the Citicorp 1997 Stock Incentive Plan, or any other stock incentive plan of Citigroup that may be in effect as of the date of this Agreement or a successor to any such plan, as
each may be amended from time to time (the "Plan"), as stated in the Reload Stock Option Grant Summary below. As used in this Notification, the term "Reload Option" shall mean a single reload option
grant as well as multiple reload option grants, if the grant of more than one reload option is indicated below. The "Company", for purposes of this Agreement, shall mean Citigroup and its subsidiaries
that participate in the Plan. 



	Reload Stock Option Grant Summary
 

	Number of Option Shares
 
	 	Vesting Date(2)
	 	Grant Price(3)
	 	Expiration Date(4)
	 	Plan

	 	 	mm/dd/yyyy	 	$[GRANT DATE FMV]	 	mm/dd/yyyy	 	 





        2.    Terms and Conditions.    The terms, conditions, and restrictions applicable to the Reload Option
are specified in the prospectus dated February 13, 2002 (titled "Your Citigroup Stock Option Grant"), and any applicable prospectus supplement (together, the "Prospectus") and the grant
agreement governing the original option pursuant to which this Reload Option has been granted. These terms include, but are not limited to, provisions relating to amendment, vesting, cancellation,
expiration and exercise, restrictions on transfer, and sale restrictions that may apply to shares acquired upon exercise, all of which are hereby incorporated by reference into this Notification. By
accepting this Reload Option, Participant confirms receipt of the Prospectus and the original option grant agreement, and that he or she has read and understands these 




	(1)
	Citigroup
ceased granting new options with reload features to most option program participants effective January 1, 2003 (and to Smith Barney Financial Consultants effective
February 2003). A reload option may be granted only upon exercise of a Citigroup option that was granted prior to January 1, 2003 (or February 2003) (an "Original Option"), or
upon exercise of a reload option granted upon exercise of an Original Option. In addition, a reload option may be granted only if the underlying Original Option or reload option is exercised at a time
when the fair market value of Citigroup common stock is at least 20% greater than the option exercise price, and shares used to cover the option cost have been owned for at least six months prior to
the date of exercise. Reload options may not be granted unless the optionee is a currently active employee.



	(2)
	Six
months from grant date.



	(3)
	No
less than Fair Market Value on grant date.



	(4)
	Same
as Original Option expiration date. 








documents.
The Reload Option is also subject to all program guidelines that may be in effect from time to time. 


Certain terms and conditions of your Reload Option are summarized below (see the Prospectus for more details and the specific terms governing your
grant):


	•
	The
Reload Option, whether vested or unvested, may be canceled when your employment terminates, depending on the reason for termination.



	•
	The
vesting of your Reload Option and your right to exercise your Reload Option may be suspended during any break in your employment.



	•
	You
may be entitled to exercise your Reload Option using the reload option exercise method, by which you may receive a new reload option grant; however, you will not be able
to use the reload option exercise method following a termination of your employment.



	•
	If
you resign, or if your employment is terminated by the Company because of your "gross misconduct," your Reload Option will be canceled on your termination date.



	•
	If
the Company terminates your employment involuntarily for a reason other than your "gross misconduct," the vesting of your Reload Option will stop, and you will have up to
30 days from your termination date (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the expiration date of your Reload Option.



	•
	If
you terminate your employment under an "age and years of service" provision applicable to your Reload Option, vesting of your Reload Option may be accelerated, and you
will have up to two (2), three (3), or five (5) years from your termination date (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the
expiration date of your Reload Option.



	•
	If
you become disabled, your Reload Option will continue to vest on schedule for the first 12 months or 29 months of your approved disability leave (depending
on the specific terms governing your grant). If you are still on an approved disability leave after such 12 or 29 month period, your Reload Option will vest immediately and you can exercise
your Reload Option for up to two (2) years thereafter, but not later than the expiration date of your Reload Option.



	•
	If
you die, the vesting of your Reload Option may stop or be accelerated and/or your estate will have up to two (2) or five (5) years from the date of your
death (depending on the specific terms governing your grant) to exercise your Reload Option, but not later than the expiration date of your Reload Option.



	•
	During
a statutory leave of absence, the vesting of your Reload Option will continue and you can exercise your Reload Option during such leave, but not later than the
expiration date of your Reload Option, provided that such leave is approved by management of Participant's business unit, is provided by applicable law and taken in accordance with such law and
applicable Company policy.



	•
	During
an approved (non-statutory) personal leave of absence, vesting of your Reload 








Option
and your right to exercise your Reload Option will continue for up to 90 days, after which vesting will be suspended until you have returned to work for 30 days, at which time
vesting will be restored retroactively; if you do not return to work within 12 months, your Reload Option will be canceled. 



	•
	Unless
otherwise canceled at an earlier date, the Reload Option will expire when the original option expires.



	•
	Your
Reload Option may not be sold, pledged, hypothecated, assigned or otherwise transferred, other than by will or the laws of descent and distribution, and during your
lifetime, it may be exercised only by you. 



        2.    Participant Understandings.    Participant understands that: (a) all equity incentive awards are entirely
discretionary and that no right to receive an award exists absent a prior written agreement to the contrary; (b) the value that may be realized from an equity incentive award, if any, is
contingent, and depends on the future market price of Citigroup stock, among other factors; (c) equity incentive awards, being intended to promote employee retention and stock ownership and to
align employees' interests with those of shareholders, are subject to vesting conditions and will be canceled if vesting conditions are not satisfied; (d) any monetary value assigned to an
equity incentive award in any communication regarding the award is contingent, hypothetical, and for illustrative purposes only, and does not express or imply any promise or intent by the Company to
deliver, directly or indirectly, any certain or determinable cash value to Participant; (e) receipt of this Reload Option or any incentive award in the past is neither an indication nor a
guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies
regarding incentive awards at any time in its sole discretion; and (f) vesting is subject to confirmation and final determination by Citigroup that conditions to vesting have been satisfied.
Participant shall have no rights as a stockholder of the Company with respect to any shares covered by this Reload Option unless and until the Reload Option vests and is exercised for shares. 


        3.    Vesting and Expiration Dates.    The Reload Option shall vest and become exercisable on the vesting date stated
in the Reload Stock Option Grant Summary provided Participant remains continuously employed by the Company or one of its participating subsidiaries. The Reload Option will expire on the dates or dates
indicated in the Reload Stock Option Grant Summary, which dates correspond to the expiration dates of the original option or reload option pursuant to which this Reload Option has been granted,
subject to earlier cancellation or suspension upon or following a termination of employment or other change in employment status during the option term as provided in the Prospectus and the original
option grant agreement. 


        4.    Exercise of Reload Option.    The Reload Option may be exercised in whole or in part by Participant upon notice
to the Company together with provision for payment of the Grant Price and applicable withholding taxes. Such notice shall be given in the manner prescribed by the Company and shall specify the date
and method of exercise and the number of shares being exercised. All stock option exercises will be processed in accordance with the Citigroup Equity Compensation administrative procedures and
deadlines then in effect. Participant acknowledges that the laws of the country in which Participant is working at the time of grant, vesting and/or exercise of the Reload Option (including any rules
or regulations governing securities, foreign exchange, tax, or labor matters) or Company accounting or other policies dictated by such country's political or regulatory climate, may restrict or
prohibit any one or more of the stock option exercise methods described in the Prospectus, that such restrictions may apply differently if Participant is a resident or expatriate employee, and that
such restrictions are subject to change at any time. If the last day on which the Reload Option may 








be
exercised is not a trading day on the New York Stock Exchange, then the immediately preceding New York Stock Exchange trading day shall be the last day on which the Reload Option may be exercised.
Participant acknowledges that the Company is in no way obligated to notify Participant that the Reload Option is nearing expiration. 



        5.    Consent to Electronic Delivery.    In lieu of receiving documents in paper format, Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant
or award notifications and agreements, account statements, annual and quarterly reports, and all other forms or communications) in connection with this and any other prior or future incentive award or
program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to Participant may be via a Company e-mail system or by reference to a location
on a Company intranet site to which Participant has access. 



        6.    Consent and Disclosure Regarding Use of Personal Information.    In connection with the grant of this Reload
Option, and any other award under any other equity award program, and the implementation and administration of any such program, including, without limitation, Participant's actual participation, or
consideration by the Company for potential future participation, in any program at any time, it is or may become necessary for the Company, to collect, transfer, use, and hold certain personal
information regarding Participant in and/or outside of Participant's home country. By accepting this Reload Option, Participant explicitly consents (i) to the use of such information for the
purpose of being considered for participation in future equity awards (to the extent he/she is eligible under applicable program guidelines, and without any guarantee that any award will be made); and
(ii) to the use, transfer, processing and storage, electronically or otherwise, of his/her personal information, as such use has occurred to date, and as such use may occur in the future, in
connection with this Reload Option or any other equity award, as further described below. 


        Use,
transfer, storage and processing of personal information, electronically or otherwise, may be in connection with the Company's internal administration of its equity award programs,
or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to an equity award program. For such purposes only, personal information may be used
by third parties
retained by the Company to assist with the administration and compliance activities of its equity award programs, and may be transferred by the company that employs (or any company that has employed)
Participant from Participant's home country to other Citigroup entities and third parties located in the United States and in other countries. Specifically, those parties that may have access to
Participant's information for the purposes described herein include, but are not limited to, (i) human resources personnel responsible for administering the equity award programs, including
local and regional equity award coordinators, and global coordinators located in the United States; (ii) Participant's U.S. broker and equity account administrator and trade facilitator;
(iii) Participant's U.S., regional and local employing entity and business unit management, including Participant's supervisor and his/her superiors; (iv) the Personnel and Compensation
Committee of the Citigroup Board of Directors or its designee, which is responsible for administering the Plan; (v) Citigroup's technology systems support team (but only to the extent necessary
to maintain the proper operation of electronic information systems that support the equity award programs); and (vi) internal and external legal, tax and accounting advisors (but only to the
extent necessary for them to advise the Company on compliance and other issues affecting the equity award programs in their respective fields of expertise). 









        At
all times, Company personnel and third parties will be obligated to maintain the confidentiality of Participant's personal information except to the extent the Company is required to
provide such information to governmental agencies or other parties. Such action will always be undertaken only in accordance with applicable law. The personal information that Citigroup may collect,
process, store and transfer for the purposes outlined above may include Participant's name, nationality, citizenship, work authorization, date of birth, age, government/tax identification number,
passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and equity award information and
history, business unit, employing entity, and Participant's beneficiaries and contact information. Participant may obtain more details regarding the access and use of his/her personal information, and
may correct or update such information, by contacting his/her human resources representative or local equity coordinator. 


        7.    Right of Set Off.    Participant agrees that the Company may retain for itself funds or securities otherwise
payable to Participant pursuant to this Reload Option or any award under any equity award program administered by Citigroup to offset any amounts paid by the Company to a third party pursuant to any
award, judgment, or settlement of a complaint, arbitration, or lawsuit of which Participant was the subject; to satisfy any obligation or debt that Participant owes the Company or its affiliates; or
in the event any equity award is canceled pursuant to its terms 


        8.    Entire Agreement; No Right to Employment.    The Prospectus, the original option grant agreement and this
Notification constitute the entire understanding between the parties hereto regarding the Reload Option and supersede all previous written, oral, or implied understandings between the parties hereto
about the subject matter hereof. Nothing contained herein, in the Plan, or in the Prospectus shall confer upon the Participant any rights to continued employment or employment in any particular
position, at any specific rate of compensation, or for any particular period of time. 


        9.    Arbitration; Conflict; Governing Law.    Any disputes regarding the Reload Option shall be resolved by
arbitration in accordance with the Company's arbitration policies. In the absence of an effective arbitration policy, Participant understands and agrees that any dispute related to the Reload Option
shall be submitted to arbitration in accordance with the rules of the American Arbitration Association, if so elected by the Company in its sole discretion. In the event of a conflict between the Plan
and this Notification, or the terms, conditions, and restrictions of the Reload Option as specified in the Prospectus, the Plan shall control. This Notification shall be governed by the laws of the
State of New York (regardless of conflict of laws principles) as to all matters, including, but not limited to, the construction, application, validity and administration of the Reload Option and the
Plan. 


        10.    Acceptance and Agreement by Participant.    By accepting this Reload Option, Participant agrees to be bound by
the terms, conditions, and restrictions set forth in the Prospectus, this Notification, and the Company's policies, as in effect from time to time, relating to the administration of the Plan. 


CITIGROUP INC.



By:                                       
                                          
                     
 











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[FORM OF RELOAD OPTION GRANT NOTIFICATION]

RELOAD STOCK OPTION GRANT NOTIFICATION (1) (Grant dated mm/dd/yy)