CITIGROUP INC
EXHIBIT 10.28
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<TYPE>EX-10.28
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<FILENAME>a2104619zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
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                                                                   Exhibit 10.28

October 30, 2002

BY HAND

Ms. Sallie Krawcheck
388 Greenwich Street
New York, New York 10013

Dear Sallie:

We are delighted to extend to you an offer to join Salomon Smith Barney Inc.
(the "Company") as Chairman and Chief Executive Officer of Smith Barney, the
business unit that will include the Global Private Client Group and Global
Equity Research. Your employment will commence on October 30, 2002, and will
continue until terminated by you, by the Company, or by reason of your death.

You shall perform such duties as are consistent with your position as Chairman
and Chief Executive Officer of Smith Barney. You agree that you will devote your
best efforts and substantially all of your business time and services to the
business and affairs of the Company.

If you accept, you will be joining a family of companies that serves 200 million
customers in more than 100 countries and is bound together by a steady focus on
growth, a workforce committed to excellence, and a workplace based on mutual
respect, where every employee can make a difference.

In your capacity as Chairman and Chief Executive Officer of Smith Barney, you
will report directly to me and you will be a member of the Citigroup Management
Committee and the Business Heads Committee.

BASE SALARY. Your salary will be paid in accordance with the Company's standard
policies (currently, semi-monthly) at an annual rate of $500,000.

INCENTIVE AWARDS. The level of your incentive awards will be guaranteed with
respect to the awards to be made to you in early 2003 and 2004, when such awards
are paid to similarly situated senior executives of the Company, subject to
extraordinary circumstances drastically negatively affecting the Company's
operating results and, in such event, only to the extent of any similar effect
on total compensation (including incentive awards) made to similarly situated
senior executives.

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Ms. Sallie Krawcheck
October 30, 2002
Page 2 of 7

In recognition of the transition issues resulting from your departure from
Sanford C. Bernstein and your assuming your new role at Smith Barney, you will
receive an incentive award in the form of a one-time lump sum cash payment
having a pre-tax value of $7,000,000 in February 2003, at the same time cash
bonuses are paid to similarly situated senior executives.

You will receive an incentive award with a pre-tax value of $8,000,000 in early
2004 when incentive awards are made to similarly situated senior executives.
After 2004, you will be eligible to be considered for a discretionary incentive
award, which is generally made on an annual basis and may recognize the
Company's performance as well as your performance of your job functions in
accordance with the Company's standards and policies in effect from time to
time. Your discretionary incentive awards will be determined on the same basis,
and delivered to you at the same time, as those provided to other members of the
Business Heads Committee.

The incentive award to be made in early 2004, as well as any future
discretionary incentive awards you may receive from the Company, will be granted
as a combination of a cash bonus and a retention award of restricted stock in
accordance with our Capital Accumulation Program ("CAP"), a tax deferred plan.
Under current program guidelines for members of the Business Heads Committee,
the cash bonus to be paid to you in early 2004 will be $5,875,000 (less
applicable withholdings and deductions), and the restricted stock award will
have a pre-tax nominal value of $2,125,000, which is calculated as 25% of your
total annual compensation (base salary plus the pre-tax nominal value of the
annual incentive award). The number of shares of restricted stock shall be
calculated by dividing $2,125,000 by 75% of the market price of Citigroup common
stock, as determined under CAP guidelines. Awards of restricted stock are
subject to vesting conditions, including but not limited to continued employment
with the Company, and will be cancelled if the conditions to vesting are not
satisfied. In order to be eligible to receive any discretionary incentive award,
you must be actively employed on the date the award is granted.

STOCK OPTIONS. You will receive a sign-on stock option grant of 750,000 shares
of Citigroup Inc. common stock. In early 2003, when option grants are made to
similarly situated senior executives, you will receive a stock option grant of
250,000 shares of Citigroup Inc. common stock. These option grants will each
have a term of ten years. The exercise price for each stock option grant will be
set at the closing price of Citigroup Inc. common stock on the trading day
immediately prior to the grant date. The options will vest in 20% increments on
each anniversary of the grant date over five years. You will not be able to use
the reload method of exercise in connection with these option grants. More
detailed information on the terms and conditions of these option grants will be

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Ms. Sallie Krawcheck
October 30, 2002
Page 3 of 7

outlined in the notification materials and prospectus that will be forwarded to
you following the grant date for each award.

Beginning in 2004, you will be eligible to be considered for annual stock option
grants at the same time as other similarly situated senior executives.

VOLUNTARY TERMINATION OR TERMINATION FOR CAUSE. You will not be eligible to
receive any of the incentive awards described above (whether guaranteed or
discretionary) and all of your stock option grants will be cancelled if, before
the date of the scheduled delivery or vesting, you have voluntarily terminated
your employment or you have been terminated by the Company for "Cause". "Cause"
shall mean an action taken by a regulatory body or a self regulatory
organization ("SRO") that substantially impairs you from performing your duties
and that relates to any act or failure to act that occurs during your tenure as
Chairman and Chief Executive Officer of Smith Barney; gross misconduct in
connection with your employment; material breach of the Company's policies or
procedures; dishonesty; breach of your fiduciary duty of loyalty to the Company;
violation of a federal or state securities law, rule or regulation; conviction
of a felony; material failure in the performance of your duties; or any material
misrepresentation made by you to us in furtherance of this offer.

PERQUISITES.

-    The Company will provide you with a car and driver for your business and
     personal use and, subject to availability, you may use Citigroup aircraft
     for your business travel. When Citigroup aircraft is not available for your
     business travel, you will be eligible for first-class commercial air
     travel.

-    You will receive personal security protection consistent with Citigroup
     practices and procedures for similarly situated senior executives as may be
     in effect from time to time.

-    As a member of the Management Committee, you are eligible to participate in
     our Financial Planning Program conducted by AYCO.

COMPENSATION AND BENEFITS. You will be eligible to participate in the Company's
comprehensive benefit programs. All compensation and benefits are deliverable in
accordance with the Company's policies, plans and programs in effect at the time
of delivery. Further details regarding these policies, benefit plans and
programs will be provided when you begin your employment. Please note that all
compensation, benefits, and other policies, plans and programs are subject to
change at management's discretion.

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Ms. Sallie Krawcheck
October 30, 2002
Page 4 of 7

TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD CAUSE. In the event that on
or before December 31, 2003 either the Company terminates your employment
without Cause or you terminate your employment for Good Cause (as defined
below):

(1)  The Company will make you a cash payment for that portion, if any, of the
     $7,000,000 described above (less applicable withholdings and deductions)
     that has not been paid to you prior to the effective date of such
     termination;

(2)  The Company will make you a cash payment for that portion, if any, of the
     $8,000,000 described above (less applicable withholdings and deductions)
     that has not been paid to you prior to the effective date of such
     termination;

(3)  The 750,000 stock options awarded to you pursuant to the terms of this
     letter will immediately vest upon your termination, and you will have the
     lesser of five years or the remaining term of the option to exercise those
     options, after which time they will be cancelled;

(4)  The 250,000 stock options to be awarded to you in February 2003 pursuant to
     the terms of this letter will immediately vest upon your termination, and
     you will have the lesser of five years or the remaining term of the option
     to exercise those options, after which time they will be cancelled; and

(5)  You will receive the basic shares and a pro-rated portion of the premium
     shares allocable to any outstanding award of restricted stock under the
     Capital Accumulation Program.

For this purpose, "Good Cause" is defined as a significant reduction in
responsibilities or position; your removal from the Business Heads Committee; a
significant reduction in compensation that is either not related to your
performance or not applicable to similarly situated Citigroup senior executives;
a change in your reporting relationship that results in your reporting to
someone other than the Chief Executive Officer of Citigroup Inc., unless such
change is required by the Company's regulators; or the failure to allow you full
authority to manage Smith Barney in a manner consistent with applicable
regulatory requirements and sound business practices.

In these circumstances, you will not receive the compensation and benefits
provided for in this letter or any separation pay or similar benefits you might
otherwise be eligible to receive pursuant to any Citigroup plan or policy.
Instead, you will receive the cash payment(s) and vesting of stock options and
restricted

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Ms. Sallie Krawcheck
October 30, 2002
Page 5 of 7

stock as described in this "Termination of Employment Without Cause or for Good
Cause" section, provided that you execute a settlement agreement and general
release that is acceptable to the Company.

INDEMNIFICATION. In addition to your rights to indemnification as set forth in
the By-Laws of the Company, the Company will indemnify you and hold you harmless
from and against any and all liabilities, suits, claims, actions, causes of
action, judgments, settlements, debts and expenses (including attorneys fees) of
any kind whatsoever and arising from and in connection with any events that
occurred at the Company prior to the commencement of your employment on October
30, 2002 (separately and collectively, the "Claims"). The Company shall control
your defense against any such Claims, and you agree to cooperate fully in such
defense.

PRIOR RESTRICTIVE COVENANTS. We understand that you will abide by any
pre-existing terms and conditions that are contained in any contractual
restrictive covenants you may have entered into with Sanford C. Bernstein or any
of its subsidiaries or affiliates or any other prior employer, including any
covenants relating to the hiring or solicitation of employees or maintaining the
confidentiality of proprietary information. You represent that your employment
with the Company will not be in violation of any pre-existing restrictive
covenant, and you understand that this offer of employment is contingent upon
same.

NON-SOLICITATION. In consideration of your employment, you agree that while you
are employed with the Company and for one year following termination of your
employment, you will not directly or indirectly solicit, induce, or otherwise
encourage any person to leave the employment of or terminate any customer
relationship with the Company, Citigroup Inc. or any of their respective
subsidiaries or affiliates.

CONFIDENTIAL AND PROPRIETARY INFORMATION. You also agree that during your
employment, you will have access to or acquire confidential, client, employee,
competitive and/or other business information that is unique and cannot be
lawfully duplicated or easily acquired. You understand and agree that you will
have a continuing obligation not to use, publish or otherwise disclose such
information either during or after your employment with the Company.

GOVERNING LAW AND ARBITRATION. The terms and conditions set forth in this letter
will be governed by and interpreted in accordance with the laws of the State of
New York. Any controversy or dispute relating to your employment with or
separation from the Company, including with respect to the terms and conditions
set forth in this letter, will be resolved in accordance with the Employment
Arbitration Policy described in the enclosed Principles of Employment, which are
incorporated herein by reference.

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Ms. Sallie Krawcheck
October 30, 2002
Page 6 of 7

TAXES. All payments, incentive awards, perquisites, and benefits set forth in
this letter are subject to, and the Company will withhold such federal, state
and local taxes as the Company reasonably determines are required by applicable
law or regulation. You remain obligated to pay all required taxes on all
payments, incentive awards, perquisites, and benefits regardless of whether
withholding is required or made by the Company.

NOTICES. Any notice, request or demand given pursuant to this letter shall be in
writing and shall be delivered to the designees below via hand delivery;
first-class mail, certified and registered; or overnight delivery:

TO SALLIE KRAWCHECK:                  TO THE COMPANY:

Ms. Sallie Krawcheck                  Gail S. Wilson, Esq.
c/o  Steven Eckhaus, Esq.             General Counsel,
     Eckhaus & Olson                  Human Resources
     230 Park Avenue                  Citigroup Inc.
     New York, New York 10169         425 Park Avenue, 2nd Floor
     tel.: 212-986-6200               New York, New York  10043
     fax:  212-661-2153               tel.: 212-793-7601
                                      fax:  212-793-7600

Your employment is contingent upon successful completion of any and all
procedures and verifications to meet employment eligibility. Please contact John
Donnelly at 212-816-2293 to make appropriate arrangements.

Any discussions that you may have had with us are not part of this offer unless
they are described in this letter, the Citigroup Corporate & Investment Bank
Employee Handbook, the Citigroup Statement of Business Practices or in the
enclosed Principles of Employment (which you must read carefully, sign and
return as part of accepting our offer).

We are confident that Smith Barney will provide you with a rewarding and
challenging career, and I look forward to working with you in your new role.

                (REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY)

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Ms. Sallie Krawcheck
October 30, 2002
Page 7 of 7

Please let me know that you have accepted this offer by signing below and
returning your signed letter and Principles of Employment to me.

Sincerely,

/s/ Sanford I. Weill
------------------------------------
Sanford I. Weill


ACCEPTED AND AGREED:

/s/ Sallie Krawcheck                      October 30, 2002
------------------------------------      ---------------------
Sallie Krawcheck                          Date


Enclosure: Principles of Employment

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