Exhibit 10.36


July 20, 2000

PERSONAL & CONFIDENTIAL

Mr. John Reed
Citigroup
153 East 53rd Street
New York, New York 10043

Dear John:

As we discussed, I recommended to the Compensation Committee that they approve
Items 1 through 7 contained in my draft letter to you of June 15th, and they
have done so. The items listed below are the same as listed in the draft.


     1.   There would be a cash payment of $5 million which
          largely represents an allocated incentive bonus
          for this year. It is my thought that this would be
          paid promptly after being voted on by the
          Compensation Committee.

     2.   Your new SERP calculation yields an annual benefit
          of approximately $2,865,000 (subject to final
          determination by the actuaries), this number
          having now been calculated on the same basis as
          that of other senior Citicorp participants. The
          SERP calculation is inclusive of the above $5
          million cash payment.

     3.   The company would continue to provide the normal
          lawsuit indemnifications arising from company
          employment, and D & O coverage in reasonable size
          relating to your activities as an officer and
          director of the company.

     4.   The company would furnish financial planning
          services for up to five years in a reasonable
          amount.




     5.   An office at Citigroup, secretarial support, and
          access to a car and driver would be provided to
          you for as long as you deem useful. In the event
          that at any point you choose not to maintain an
          office in New York City, you would be provided an
          office and secretarial support in a location of
          your choice to age 75.

     6.   If requested by the company to perform certain
          business functions in locations removed from this
          area or for business functions for which you have
          previously committed, you will be provided
          corporate aircraft.

     7.   The computer that you use at home would stay, if
          useful, or we would provide a new one if
          desirable.

In lieu of asking for any specific form of agreement relating to
non-competition, etc., we will simply accept your statement of intent, as
expressed to Fred Cook, and we would ask you to provide us a letter setting
forth that statement of intent.

In addition, as is customary, we would propose that the Company and you agree to
mutual general releases.

Please sign and return one of the attached copies.


                                        Accepted and Agreed:
                                        /s/ John S. Reed
                                        John S. Reed
                                        Date: July 20, 2000