July
      25,
      2008

    


    Michael
      S. Klein

    Citigroup
      Inc.

    399
      Park
      Avenue

    New
      York,
      NY 10022

     

    Dear
      Michael:

    


    This
      Letter Agreement, together with the attachment hereto (collectively, the
“Agreement”), reflects our mutual understanding with respect to your resignation
      from Citigroup Global Markets Inc. (the “Company”) and sets forth the payments
      and benefits that you will be eligible to receive under this Agreement. For
      purposes of this Agreement, “Citigroup” shall mean Citigroup Inc., together with
      its subsidiaries and their affiliates, including, but not limited to, the
      Company. 

    


    1. Termination
      Date.
      You have
      advised us that you resigned from your position as Chairman of the Institutional
      Clients Group and Vice Chairman of Citigroup effective July 21, 2008 (the
      "Notice Date"), and you will separate from employment with the Company and
      Citigroup effective September 2, 2008 (the "Termination Date"). As of the Notice
      Date, you resigned from your status as an officer or director of any parent,
      subsidiary or affiliate of the Company or a member of any board or internal
      management committee of 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 (less applicable
      withholdings and deductions), paid in accordance with the Company’s payroll
      practices in the ordinary course and (b) the broad-based employee benefits
      commensurate with the level and type of benefits you currently receive. Through
      the Termination Date, you will continue to work on client matters at Citigroup’s
      reasonable request. You are covered by the Stock Ownership Commitment and the
      Loan Policy through the Notice Date and by 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 medical and other
      benefits pursuant to the terms of the broad-based plans and programs and any
      changes thereto, and additional information concerning such benefits has been
      or
      will be provided to you under separate cover. 

    


    4. Other
      Payments and Benefits.
      If you
      sign the General Release in the form attached hereto as Attachment A (“General
      Release”) and do
      not
      revoke it during the Revocation Period (as defined in paragraph 17(b) below),
      then after the expiration of the Revocation Period, you will receive the
      following payments and benefits, subject to the conditions set forth in
      paragraph 4 hereof. 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, absent this Agreement,
      and shall be paid or provided to you in accordance with and subject to the
      terms
      hereof notwithstanding any provision in any applicable plan or agreement to
      the
      contrary.

     

    
      
        
        

      

      
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    (a) Your
      nonvested basic shares granted under the Capital Accumulation Program (“CAP”),
      your Supplemental CAP shares and the portion of your premium CAP shares
      pro-rated through the Termination Date granted on January 18, 2005, January
      17,
      2006, and January 16, 2007 will vest on the Termination Date, and be delivered
      on the first day following the expiration of six months after your separation
      from service, as defined in paragraph 15 hereof. On August 1, 2008, you will
      receive in cash (less applicable withholdings and deductions) an amount equal
      to
      the sum of (i) the balance of your Account under the Deferred Cash Retention
      Plan as of such payment date, and (ii) the amount, if any, by which such balance
      is less than the initial value of your Account. On March 31, 2009, subject
      to
      your compliance through such date with the restrictive covenants contained
      in
      paragraph 7, you will receive in cash (less applicable withholdings and
      deductions) an amount equal to the aggregate initial value on the award date
      of
      your special equity awards granted on January 22, 2008, which awards are
      cancelled. 

    


    (b) All
      your
      outstanding employee stock options vested by their terms prior to the Notice
      Date. These vested employee stock options will remain exercisable for the
      periods after your Termination Date in accordance with their existing terms
      and
      as specified in the applicable plans and prospectuses. 

    


    (c)You
      will
      be paid $7,500,000 (less applicable deductions and withholdings) on March 31,
      2009, and you will be paid $7,500,000 (less applicable deductions and
      withholdings) on October 5, 2009, each payment being subject to your compliance,
      through the date on which such payment is to be made, with the restrictive
      covenants in paragraph 7. 

    


    (d)The
      Company will provide you with an office and your current secretarial support
      in
      midtown Manhattan through the earlier of (i) your commencement of employment
      elsewhere or (ii) July 31, 2009, subject to your compliance through such earlier
      date with the restrictive covenants contained in paragraph 7. The Company shall
      not seek reimbursement for any office and support provided pursuant to this
      paragraph 4(d). Please be advised that some portion of the benefits described
      in
      this subparagraph may be taxable income to you.

    


    5. Pension,
      401(k) and Other Plans and Programs. 

    


    (a) The
      Company acknowledges that your account balances under Citigroup’s qualified and
      nonqualified retirement plans in which you are a participant are already 100%
      vested, remain unaffected by the Agreement and shall be paid in accordance
      with
      the terms of the plans. Additional information concerning these plans has been
      or will be provided to you under separate cover. 

    


    
      
        
        

      

      
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    (b) Your
      participation in the Citigroup co-investment programs or funds in which you
      have
      invested will not be affected by your separation and will be governed by the
      terms of the private placement memorandum and the partnership agreement for
      each
      fund; each such fund is fully invested, all leverage has fully vested, and
      as
      such you are and will be entitled to distributions as if you had remained
      employed by Citigroup.

    


    (c) Except
      as
      otherwise provided by this Agreement, any amounts or benefits that are vested
      benefits or that you are otherwise entitled to receive under any other plan,
      policy, practice or program of the Company or Citigroup shall be payable in
      accordance with such plan, policy, practice or program; provided that in no
      event shall you be entitled to any severance pay under any such plan, program,
      practice or policy. Without limiting the generality of the foregoing, any
      amounts payable to you pursuant to the Management Committee Long-Term Incentive
      Program shall be paid to you in accordance with the terms and conditions of
      such
      plan.

     

    (d) You
      will
      continue to participate in Citigroup's tax preparation program for current
      and
      former employees covered under Citigroup's formal expatriate program for tax
      years 2008 and 2009, unless otherwise required by your new employer or principal
      business. You agree that, in accordance with the terms of such program, any
      tax
      refunds or tax credits in respect of taxes paid by Citigroup on your behalf
      are
      or will be assigned to Citigroup.  The amount of
      expenses eligible for reimbursement, or in-kind benefits to be
      provided, under such program in any calendar year shall not affect the
      expenses eligible for reimbursement, or in-kind benefits to be provided, under
      the program in any other calendar year. Reimbursement of any such eligible
      expense shall be made by no later than the last day of the calendar year after
      the year in which such expense is incurred. Your right to reimbursement or
      in-kind benefits under such program shall not be subject to liquidation or
      exchange for another benefit.

    


    6. 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. Citigroup
      agrees to promptly reimburse you for all business expenses you incur prior
      to
      the Termination Date pursuant to its general expense reimbursement
      policies.

    


    7. Certain
      Covenants.

    


    (a) Given
      your senior position at Citigroup, your substantial knowledge of Citigroup’s
      clients and personnel and your substantial knowledge of Citigroup’s operations
      and strategy, you acknowledge and understand that you have the ability to
      effectively compete with Citigroup. 

    


    (b) Accordingly,
      you agree that, from the Notice Date through and including October 4, 2009
      (the
      "Restricted Period"): 

     

    (i)
       you
      will
      not, directly or indirectly, accept employment with; become a consultant or
      advisor to; accept membership onto any board of; join any venture with (except
      as a passive investor); accept any remuneration from; solicit clients or
      potential clients on behalf of; solicit, hire or recruit any employee on behalf
      of; or, otherwise become affiliated or associated with any of the following
      investment firms or banks: Barclays PLC; Credit Suisse Group; Deutsche Bank
      AG;
      Goldman Sachs Group, Inc.; HSBC Holdings PLC; JP Morgan Chase & Co.; Lazard
      Ltd.; Lehman Brothers Holdings Inc.; Merrill Lynch & Co.; Morgan Stanley;
      The Royal Bank of Scotland Group PLC; and UBS A.G. (each an “Entity”) or any
      entity or person in which an Entity has a direct or indirect interest of at
      least 33 1/3% (an “Affiliate”); provided, however, that if an Entity or an
      Affiliate is acquired by (in whole or part), itself acquires (in whole or part),
      merges with, or has any business combination transaction whatsoever with any
      organization with which you are employed or affiliated, you will not engage
      in
      otherwise restricted activities with the successor business that includes the
      business of the Entity or Affiliate unless they were permitted under paragraph
      7
      hereof immediately prior to the effective date of such transaction;


     

    
      
        
        

      

      
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    (ii) you
      will
      not, directly or indirectly, solicit, recruit, hire or otherwise induce any
      employee of Citigroup as of July 21, 2008 (with the exceptions of your current
      secretarial assistants and your current chief of staff) who had total annual
      compensation for 2008 of $100,000 or more (an “Employee”) to either leave
      Citigroup or join any other business;

     

    (iii) for
      yourself or on behalf of any third party, you will not, directly or indirectly,
      solicit or otherwise induce any client of Citigroup with which you had
      substantive contact to reduce or terminate its relationship with Citigroup
      or
      otherwise solicit any existing business of Citigroup away from Citigroup.


     

    Notwithstanding
      (i), (ii) or (iii) above, you are expressly permitted to:

     

    
      	 	
              (A)

            	
              become
                a special, general or limited partner or member or officer, director
                or
                employee or affiliate of a corporation, firm, partnership, LLC, joint
                venture or other business organization engaged principally in alternative
                asset management and specifically including without limitation an
                alternative asset manager principally engaged in a private equity
                or hedge
                fund business (as those terms are commonly understood) or similar
                business
                (together with affiliates, “AAM”);
                and

            


    

    


    
      	 	
              (B)
                

            	
              personally
                or on behalf of such AAM contacting or soliciting or otherwise inducing
                clients or customers of Citigroup with respect to investments or
                potential
                investments in, with or by the AAM or any fund sponsored by the AAM
                or any
                portfolio company of such fund or the entering into with such clients
                or
                customers of investment(s); 

            


    

     

    
      	 	
              (C)

            	
              the
                relationships permitted under Section 7(b)(A) and (B) shall not
                include an AAM controlled by an Entity or Affiliate on the date the
                affiliation with such AAM commences as contemplated by (A) above;
                provided, however, if subsequent to the Effective Date an AAM with
                which
                you are engaged in any business is acquired by or acquires or merges
                with
                an Entity or an Affiliate (a “Qualifying Transaction”) (a) you may, as
                part of the activities permitted in Section 7(b)(B), participate
                in the
                Qualifying Transaction but following consummation of the Qualifying
                Transaction will continue to be subject to Section 7(b)(i) with respect
                to
                such Entity or Affiliate involved in the Qualifying Transaction other
                than
                the AAM with which you were affiliated prior to such Qualifying
                Transaction; and

            


    

     

    
      
        
        

      

      
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              (D)

            	
              you
                are permitted to engage in such activities as are customarily undertaken
                by or on behalf of an AAM other than an Entity or an Affiliate; provided
                that notwithstanding the foregoing, financial advisory, investment
                banking
                and other investment banking activities, other than in connection
                with the
                investment activities of the AAM, are expressly
                prohibited.

            


    

     

    (c) The
      foregoing restrictions shall not prohibit any entity with whom you may have
      an
      employment relationship (an “Employing Entity”) from independently soliciting,
      recruiting, offering employment to or hiring an Employee; provided that you
      do
      not have a direct or indirect role whatsoever, including the providing of an
      opinion or recommendation with respect to any Employee, in connection with
      the
      recruitment, solicitation, offering of employment to, or hiring of such
      Employee. 

    


    (d)
      You
      recognize, acknowledge and agree that certain of the payments and benefits
      provided for in paragraph 4 are expressly contingent on your compliance with
      the
      conditions of this paragraph 7, and Citigroup recognizes, acknowledges and
      agrees that any payment or benefit not made expressly contingent on compliance
      with the conditions of paragraph 7 is not subject to such conditions. You shall
      be required to certify in writing to Citigroup that you have fully complied
      with
      the conditions of this paragraph 7 before any cash payment so subject to these
      conditions is made by Citigroup to you. Should you fail to perform your
      obligations under this paragraph 7, the Company shall have no obligation to
      make
      any subsequent payments described in paragraph 4 that are subject to the
      conditions of paragraph 7, or to continue to provide the benefits described
      in
      paragraph 4(d). 

    


    (e)
      You
      acknowledge and agree that given the role and opportunity you have had with
      Citigroup, the covenants contained in this paragraph 7 are reasonable,
      constitute an important part of the consideration provided to you under this
      agreement, and will not unnecessarily or unreasonably restrict your professional
      opportunities. 

    


    (f)
      Notwithstanding
      anything to the contrary contained herein or the terms of any other award or
      other agreement between you and Citigroup or of any severance, compensation,
      equity or benefit plan of Citigroup in which you may from time to time
      participate or which is binding on you, the restrictive covenants set forth
      in
      this paragraph 7 supersede and replace the restrictive covenants of the same
      type contained in any other award and other agreements between you and Citigroup
      and in any severance, compensation, equity and benefit plan of Citigroup in
      which you may from time to time participate or which is binding on
      you.

    


    8. 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 (as defined
      in
      the General Release) against the Company, Citigroup or the Releasees (as defined
      in the General Release) 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.

    


    
      
        
        

      

      
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    9. Non-Disparagement.
      You
      agree not to disparage or denigrate Citigroup or the Releasees orally or in
      writing. Citigroup agrees not to disparage or denigrate you or your agents,
      assignees, attorneys, heirs, executors and administrators orally or in writing,
      and agrees to direct its directors and executive officers not to disparage
      or
      denigrate you or your agents, assignees, attorneys, heirs, executors and
      administrators. Nothing
      in this paragraph 9 will prevent either party from making a truthful statement
      in response to a statement by the other party that violates this paragraph
      9, or
      will prevent either party from providing truthful, non-confidential,
      non-privileged 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
      (including, but not limited to, arbitration). Nothing in this paragraph 9 shall
      be construed to limit or prohibit conduct permitted by paragraph 10.


    


    10. Citigroup
      Property and Proprietary Information. 

    


    (a) You
      agree
      to return all Citigroup property in your possession, custody or control. You
      will be entitled to retain permanently (i) papers and other materials of a
      personal nature, including without limitation personal photographs, personal
      correspondence, personal diaries, personal calendars and personal rolodexes,
      personal phone books and files relating to your personal affairs, provided
      that
      no Proprietary Information (as defined herein) is contained therein, (ii)
      information showing your compensation or relating to your reimbursement of
      business related expenses, (iii) information you reasonably believe may be
      needed for the planning and preparation of your personal tax returns and (iv)
      copies of Citigroup plans and agreements relating to your employment with or
      termination from Citigroup. 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 identities and information (“Proprietary Information”) is
      the exclusive property of Citigroup. You agree that you have an ongoing
      obligation not to disclose or use, either directly or indirectly, any such
      Proprietary Information for any reason unless (w) required by law or by a
      Relevant Authority with jurisdiction to order you to divulge, disclose or make
      accessible such information; (x) necessary in order to cooperate with Citigroup
      (or its designee) in accordance with paragraph 12 below; (y) with respect to
      any
      litigation, arbitration or mediation involving this Agreement; or (z) as to
      Proprietary Information that Citigroup has disclosed that becomes generally
      known to the public or within the relevant trade or industry. Prior to any
      disclosure, however, you shall, except as otherwise prohibited by law, give
      notice to Citigroup’s General Counsel in accordance with paragraph 20 below of
      any such requirement of law or request or demand by a Relevant Authority for
      Proprietary Information as promptly as reasonably possible upon your receipt
      of
      same and shall reasonably cooperate with Citigroup in any application Citigroup
      (or its designee) may make seeking a protective order barring disclosure of,
      or
      protecting the confidentiality of such Proprietary Information, the terms of
      such cooperation contemplated by this paragraph 10(a) being set forth in
      paragraph 12 hereof.

    


    
      
        
        

      

      
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    (b) For
      purposes of this Agreement, a “Relevant Authority” is any domestic or
      international court of law, governmental or regulatory agency or self-regulatory
      organization having supervisory authority over the business of the Company
      and
      Citigroup or any domestic or international arbitral, administrative, judicial
      or
      legislative body (including a committee thereof), including the U.S. Securities
      and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), the
      National Association of Securities Dealers, Inc. (“NASD”), or the Financial
      Industry Regulatory Authority (“FINRA”).

    


    11. Confidentiality.
      

    


    (a) You
      represent that at all times prior to the execution of this Agreement you have
      kept, and on the date of and after the execution of this Agreement you agree
      that you will keep, the existence and terms of this Agreement that have not
      otherwise been publicly disclosed by Citigroup and any discussions with an
      authorized representative of the Company that directly 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 such information has been publicly disclosed by Citigroup.
      Notwithstanding anything contained herein to the contrary, you may disclose
      the
      existence and terms of this Agreement and such discussions (i) as required
      by
      law or by a Relevant Authority with jurisdiction to order you to divulge,
      disclose or make accessible such information; (ii) as necessary in a litigation
      or other legal proceeding, including without limitation in connection with
      the
      enforcement of this Agreement; (iii) as necessary in order to cooperate with
      Citigroup (or its designee) in accordance with paragraph 12 below; (iv) as
      necessary, to your spouse, immediate family, attorney, personal tax and
      financial advisors, or other professional advisors and (v) only to the extent
      otherwise consistent with the restrictions contained in paragraphs 7, 9 and
      11
      of this Agreement, to executive
      search firms with whom you are discussing job opportunities, prospective
      employers or business associates or partners,
      provided that in each instance under clauses (iv) and (v) of this paragraph
      11(a) you first secure the agreement of any person to whom you are disclosing
      such information to keep such terms of this Agreement strictly confidential.
      Prior to any disclosure in the case of clause (i) above, you shall give notice
      to Citigroup’s General Counsel in accordance with paragraph 20 below, of any
      attempts to compel disclosure as required by law or a Relevant Authority as
      promptly as reasonably possible upon your receipt of same and shall reasonably
      cooperate with Citigroup in any application Citigroup (or its designee) may
      make
      seeking a protective order barring disclosure of, or protecting the
      confidentiality of, the terms of this Agreement, the terms of such cooperation
      being set forth in paragraph 12 hereof. 

    


    (b) In
      connection with your tax preparation for periods after the Termination Date,
      Citigroup shall not have access to your personal financial information;
      provided, however, that if you use a tax preparer other than the outside tax
      preparer used in the Citigroup expatriate program, your tax preparer shall
      provide the outside Citigroup tax preparer all personal financial information
      necessary to ensure compliance with the terms of the expatriate program and
      paragraph 5(d) hereof.

    


    
      
        
        

      

      
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    12. 
      Cooperation.
      

    


    (a)
      You
      agree
      to cooperate with Citigroup and its attorneys as may be reasonably required,
      in
      connection with any past, present or future legal matter involving the Company
      or Citigroup or in connection with any ongoing or future investigation or claim
      of any kind involving the Company or Citigroup, including any formal or informal
      proceeding before any Relevant Authority (including responding to any formal
      or
      informal requests for documents or testimony), with the understanding that
      any
      meetings you are requested to attend are scheduled on reasonable prior notice
      and during normal business hours. Citigroup agrees to reasonably cooperate
      with
      you and your attorneys as may reasonably be required in connection with any
      of
      the foregoing matters.

    


    (b)
      You
      further agree, unless otherwise prohibited by law, to execute and deliver any
      documents that are reasonable and customarily associated with carrying out
      the
      provisions of this paragraph 12. You further agree that you will promptly advise
      Citigroup of any contact made by adverse counsel in any proceeding involving
      Citigroup and should you speak with such adverse counsel, you will allow legal
      counsel for Citigroup to attend such interview to prevent disclosure of
      privileged or confidential information. 

    


    (c) Citigroup
      will promptly reimburse you for the reasonable expenses incurred by you as
      a
      result of providing such cooperation, upon the submission of the appropriate
      documentation to Citigroup. Such expenses shall include, without limitation,
      any
      expenses incurred in cooperating with Citigroup pursuant to paragraph 10(a)
      hereof and travel costs and reasonable legal fees to the extent you reasonably
      believe that separate representation is warranted, subject to paragraph 18
      hereof. All
      expenses eligible for reimbursement under this Agreement shall be paid to you
      promptly after receipt of your written request therefor (accompanied by
      appropriate documentation), but in any event by no later than December 31 of
      the
      calendar year following the calendar year in which such expenses were incurred.
      The expenses incurred by you in any calendar year that are eligible for
      reimbursement under this Agreement shall not affect the expenses incurred by
      you
      in any other calendar year that are eligible for reimbursement hereunder.


     

    (d)
      You
      acknowledge that you have advised Citigroup’s General Counsel of all facts of
      which you are aware that you reasonably believe constitute or might constitute
      violations of Citigroup’s Code of Conduct, Principles of Employment, or
      Citigroup’s ethical standards or legal obligations. 

    


    13.
       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 Citigroup, the Company or you as
      provided herein or otherwise, you and Citigroup and the Company each acknowledge
      and agree that a remedy at law for any breach or threatened breach of any
      covenant contained in paragraphs  7, 9, 10, 11, and 12 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,
      temporary restraining order, restraining order or other equitable relief,
      restraining the breaching party from committing or continuing to commit such
      breach. Citigroup agrees to file, prior to April 5, 2010, any claims it may
      have
      for monetary damages for breach of this Agreement.

    


    
      
        
        

      

      
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    (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 7 of this
      Agreement is an unenforceable restriction against you, then the provisions
      of
      paragraph 7 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 7 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.

    


    (c) Except
      as
      may be allowed under subparagraph (a), any controversy, dispute or claim arising
      out of or relating to this Agreement, any other agreement or arrangement between
      you the Company or Citigroup, your employment with Citigroup, or termination
      thereof shall be resolved by binding arbitration, to be held in the Borough
      of
      Manhattan in New York City, in accordance with the Commercial Arbitration Rules
      of the American Arbitration Association, unless FINRA is required to arbitrate
      the matter. Each party to such arbitration shall bear its own costs and
      expenses.

    


    14. Partial
      Invalidity. Following
      the Effective Date (as defined in paragraph 17(b) hereof) of the 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. 

    


    15. Compliance
      with the American Jobs Creation Act. The
      parties agree that this Agreement shall be administered, and all plans and
      programs referenced herein shall be administered and documented, in accordance
      with section 409A of the Internal Revenue
      Code of 1986, as amended.
      Your
      deferred
      stock awards that vested on January 16, 2007 and January 20, 2008 but were
      deferred pursuant to the deferred compensation agreement dated as of December
      29, 2006 will be delivered to you on the first
      day
      after the expiration of six months after your “separation from service” within
      the meaning of the regulations issued under section 409A of the Internal Revenue
      Code of 1986, as amended, or if earlier, on the date of your death.
      Prior
      to any distribution that is subject to such
      six-month delay, the Company will consult with counsel to you as to the proposed
      date of distribution. To
      the
      extent that this Agreement provides for any amount of deferred compensation
      payable to you under any other agreement or under any plan at a time or times
      or
      in a form different from the time or form of payment of such amount provided
      in
      such agreement or plan, the provisions in such agreement or plan so providing
      shall be deemed to be amended to conform to and reflect the provisions in this
      Agreement.

    


    16. Knowing
      and Voluntary Agreement. 

    


    (a)  You
      acknowledge and agree that (i) you have read and understand each of the
      provisions of this Agreement; (ii) you are hereby advised to consult with an
      attorney prior to signing this Agreement; and (iii) you have
      21 calendar days from
      the
      date of this 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 written notice of your revocation within the 7-day revocation
      period in accordance with paragraph 20 below. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    17. Knowing
      and Voluntary General Release. 

    


    (a)
       You
      acknowledge and agree that (i) you will not sign the General Release before
      the
      Notice 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 written notice of your revocation within the 7-day
      revocation period (the “Revocation Period”) in accordance with paragraph 20
      below. 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 (the “Effective Date”).

    


    18. Indemnification. 

    


    (a) You
      shall
      be indemnified to the extent provided by the corporate documents of the Company
      and Citigroup in effect as of the Notice Date or, if greater, under applicable
      law, as well as to the extent provided pursuant to applicable director and
      officer insurance policies of Citigroup as in effect from time to time.
      You
      shall
      be so indemnified for claims, actions, suits or proceedings (whether civil,
      criminal, administrative or investigative) (i) made or instituted prior to,
      on
      or after the date hereof, and arising out of your service as a director, officer
      or employee of a Citigroup entity, and (ii) arising out of your service as
      a
      director, for periods prior to the Termination Date, of any entity at the
      request of Citigroup.

    


    (b) If,
      based
      on governing documents and applicable law, you are entitled to legal
      representation under any provision of this Agreement, Citigroup will advance
      fees and expenses for outside counsel hired to represent you. You agree that
      you
      will repay all of these expenses to Citigroup if it ultimately turns out that
      you are not entitled to indemnification, as determined in the sole discretion
      of
      the Board of Directors of Citigroup Inc.

    


    19. 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.

    


    20. 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 20).

    


    
      	
            	If
              to you:	
              At
                your most recent home address in the Company’s
                records

            


      	 	 	 


      	 	With a copy to:	
              Joseph
                E. Bachelder

              Law
                Offices of Joseph E. Bachelder

              780
                Third Avenue

              New
                York, NY 10017

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    
      	 	If to the Company
              or
              Citigroup:	
              John L. Donnelly

              
                Head,
                  Human Resources

                
                  Citigroup
                    Inc.

                  
                    399
                      Park Avenue

                    
                      New
                        York, NY 10022

                    

                  

                

              

            


      	 	 	 


      	 	
              With
                a copy to:

            	
              Michael
                S. Helfer

              General
                Counsel

              Citigroup
                Inc.

              399
                Park Avenue

              
                New
                  York, NY 10022

              

            


    

     

    Each
      such
      notice, request or other communication will be effective only when received
      by
      the receiving party.

    


    21. No
      Mitigation; No Offset. You
      shall
      be under no obligation to seek other employment, and there shall be no offset
      against amounts due to you under this Agreement on account of any remuneration
      or benefits provided by any subsequent employment you may obtain.

    


    22. Transferability.
      This
      Agreement shall be binding upon any successor to Citigroup and/or 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    24. Entire
      Agreement.
      This
      Agreement, including the General Release, sets forth the entire agreement and
      understanding relating to the subject matter hereof, and supersedes all prior
      discussions, negotiations and agreements concerning such subject matter.


    


    CITIGROUP
      INC.

     

     

    
      	
              By: /s/
                John L.
                Donnelly                                         
                

              John L. Donnelly
Head, Human
              Resources
              Citigroup Inc.

            	
                            
                July 25,
                2008              
                

              Date

            


    

    


    


    Attachment

    


    


    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/
                Michael S.
                Klein                                                  
                

            	
              
                              
                  July 25,
                  2008              
                  

              

            
	
              Michael
                S. Klein

            	
              Date

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      A

    


    


    GENERAL
      RELEASE

    


    In
      exchange for the promises, payments, benefits and other consideration set forth
      in the letter agreement between Citigroup Inc. and Michael S. Klein dated July
      25, 2008 (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 the execution (without revocation) and delivery of this
      General Release (as defined in the Letter Agreement):

     

    1. (a) Michael
      Klein, on his own behalf and on behalf of his agents, assignees, attorneys,
      heirs, executors, and administrators (individually and collectively,
“Executive”), hereby releases Citigroup Global Markets Inc. (the “Company”),
      Citigroup Inc., their respective predecessors, successors and assigns, and
      their
      current and former parents, affiliates, subsidiaries, divisions and joint
      ventures (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 his employment with the Company (individually and collectively, “Claims”)
      that Executive may have by reason of any matter, cause, act, or omission. This
      release applies to Claims that Executive knows about and those Executive may
      not
      know about occurring at any time on or before the Effective Date of this General
      Release (as defined below). 

    


    (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.
      Executive specifically understands that he is 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. 

    


    (d) In
      addition, Executive is waiving his right to pursue any Claims against Citigroup,
      the Company and Releasees under any applicable dispute resolution procedure,
      including any arbitration policy.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e) Executive
      acknowledges that this General Release is intended to include, without
      limitation, all Claims known or unknown that Executive has or may have against
      Citigroup, the Company and Releasees through the Effective Date of this General
      Release. Notwithstanding anything herein, Executive expressly reserves and
      does
      not release pursuant to this General Release (and the definition of “Claims”
will not include) (i) Executive's rights under the Letter Agreement, including
      his rights with respect to the enforcement of the Letter Agreement, including
      the right to receive the payments, equity and benefits specified in the Letter
      Agreement, (ii) Executive's rights to the vested benefits (including
      reimbursement of business expenses) he may have, if any, under any Company
      or
      Citigroup employee compensation and benefit plans and programs to the extent
      preserved pursuant to the Letter Agreement; (iii) any claim arising after the
      Effective Date of this General Release; (iv) any right to indemnification or
      insurance pursuant to paragraph 18 of the Letter Agreement; (v)
      any
      rights or claims Executive may have with respect to any brokerage, private
      bank
      or similar account maintained by him, or an immediate family member maintained,
      with the Company or the applicable Citigroup entity; (vi) any rights in respect
      of Executive’s investments or other interests in funds sponsored by the Company
      or any of the Citigroup entities; and (vii) any right Executive may have to
      obtain contribution as permitted by law in the event of entry of judgment
      against Executive as a result of any act or failure to act for which Executive,
      on the one hand, and Citigroup or any Releasee, on the other hand, are jointly
      liable.

    


    2. Executive
      acknowledges that he has 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 he has been advised to consult with an attorney regarding the
      terms of this General Release prior to executing it, that he fully understands
      all of the terms and conditions of this General Release, that he understands
      that nothing contained herein contains a waiver of claims arising after the
      date
      of execution of this General Release, and he is entering into this General
      Release knowingly, voluntarily and of his own free will. Executive further
      understands that his failure to sign this General Release and return such signed
      General Release to Head, Human Resources, 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 him ineligible for the payments and
      benefits described herein and in the Agreement.

    


    3. Executive
      understands that once he signs and returns this General Release to Head, Human
      Resources of Citigroup Inc. with a copy to the General Counsel of Citigroup
      Inc., he has 7 calendar days to revoke it. Executive may do so by
      delivering to Head, Human Resources, 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 his revocation within the 7-day revocation
      period (the “Revocation Period”). This General Release will become effective on
      the 8th
      day
      after  Executive
      signs and returns it to Head, Human Resources of Citigroup Inc. with a copy
      to
      the General Counsel of Citigroup Inc. (“Effective Date”); provided
      that
      Executive has 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.

    


    


    
      	
              /s/
                Michael S.
                Klein                                                     
                

            	
              
                              
                  July 25,
                  2008              
                  

              

            
	
              Michael
                S. Klein

            	
              Date