EXHIBIT 10.01


                                                                [Citigroup Logo]

December 20, 2001

Stanley Fischer
Washington, DC

Dear Stanley:

    We are delighted to extend you an offer to join Citigroup, the leading
global financial services firm.

    If you accept, you will be joining a family of companies that serves
190 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.

    Upon joining us on February 1, 2002, your title will be Vice Chairman of
Citigroup and you will report to Bob Rubin. Your starting compensation will
consist of bi-monthly salary payments of $20,833, annualized to $500,000. In
addition to your base salary, you will be eligible to be considered for a
discretionary incentive compensation award. You will also receive $500,000 as a
sign-on incentive compensation award. If you voluntarily resign within one year
of your date of hire, you will be required to repay the full amount of this
award. Further, we will assist you in arranging for temporary housing to
facilitate your transition and we will assist you with moving your personal and
professional materials. In particular, we will help you with your special
storage needs for your files. Attached is a draft letter that you have seen
previously with more detail on your job description.

    One of our core values at Citigroup is employee ownership. Currently,
two-thirds of our employees are owners and our goal is for every employee to own
a part of Citigroup. You will be recommended to our Board for a sign-on stock
option grant of 75,000 shares of Citigroup Inc. common stock. This gives you an
opportunity to become an owner of Citigroup and, over time, share in its
success.

    Please read the attached sheet for more details on our compensation and
equity programs; we will send you further information shortly.



    We are confident that Citigroup will offer you a rewarding and challenging
career. Please let us know if you accept this offer by signing below. Retain a
copy for your records and return the original to our office as soon as possible.

Sincerely,

                                               
/s/ SANFORD I. WEILL                                 /s/ ROBERT E. RUBIN
---------------------------------------              ---------------------------------------
Sanford I. Weill                                     Robert E. Rubin

Agreed:

/s/ STANLEY FISCHER                       12/20/01
---------------------------------------   -------
Stanley Fischer                           Date





BELOW IS DETAILED INFORMATION ABOUT YOUR COMPENSATION, CAPITAL ACCUMULATION
  PROGRAM AND ADDITIONAL EQUITY OFFERINGS:

    STARTING COMPENSATION  All compensation and benefits are payable in
accordance with the Company's compensation policies, plans and programs in
effect at the time of payment. Further details regarding these policies, benefit
plans and programs will be provided when you begin your employment. Please note
that all Citigroup compensation, benefits and other policies, plans and programs
are subject to change at management's discretion.

    INCENTIVE COMPENSATION AWARD will be determined at the discretion of
management and are given in accordance with our Capital Accumulation Plan
("CAP"), a tax deferred plan. Under current administrative guidelines, any
incentive compensation award of $20,000 or more is given partly in cash and
partly in restricted stock of Citigroup, which is awarded at a 25% discount from
the market price. Under current guidelines, the CAP award will represent 25% of
your total incentive compensation award. The details of this and other benefit
programs are explained further in your New Hire package.

    For performance year 2002, subject to the terms set forth above, the value
of your incentive compensation award will be guaranteed at $2,000,000, which
includes both the cash and restricted stock components. If your employment is
terminated prior to the regularly scheduled payment of the 2002 incentive
compensation awards, for any reason other than cause, you will receive your 2002
guaranteed incentive award of $2,000,000 at the time of your termination.

    In order to be eligible to receive any incentive compensation, you must be
actively employed on the date payment is made. The CAP plan documents and
administrative guidelines, as may be amended from time to time, will govern the
payment of the restricted stock portion of any incentive award. Furthermore,
payment of any or all of the incentive compensation award is contingent upon the
Company's performance and performance of your job functions in accordance with
the standards established by management, in conformity with the Company's
policies, and in a manner that is not detrimental to, or in conflict with, the
interests of the Company.

    ONGOING INCENTIVE COMPENSATION will be a function of several factors
including the performance of the firm as a whole, your individual performance,
and the performance of any business units or special projects you may have
responsibility for. Generally, if the company is doing well and you are doing
well, as a general matter, our compensation practices would result in an
increase in your incentive compensation. Conversely, if the firm's performance
weakens or if your individual performance weakens, your compensation may
decrease.

    STOCK OPTION GRANT  Recommendations for stock option grants will be
submitted for approval within 90 days of your start date with the Company. The
exercise price of your



stock option grant will be determined on the date the recommendation is
approved. It will be set at the closing price of Citigroup common stock on
the trading day immediately prior to the date the recommendation is approved.
More detailed information on the terms and conditions of this grant will be
outlined in the notification materials that will be forwarded to you
following the grant's approval.

    EMPLOYMENT INVESTMENT FUNDS  You will also receive $100,000 in
Citigroup Inc.'s employee investment fund, Citigroup Employee Fund of Funds I,
LP. Further, this contribution will be enhanced with company provided two to one
leverage. Please refer to the fund documents for the controlling terms, which
will be sent under separate cover.

    SEPARATION  After two years of continuous employment with the Company, in
the event that you terminate your employment for purposes of accepting a high
level position with a U.S. or international governmental or regulatory body,
then your outstanding stock options and restricted stock awards shall vest upon
your termination of employment.

    RETIREE MEDICAL BENEFITS  Following 3 years of continuous employment, you
will be eligible to purchase retiree medical coverage through the Company's
program.