Citigroup gives ex-CEO Prince $40 million package

Citigroup Inc , the largest bank in the United States, said on Thursday that its former Chairman and Chief Executive, Charles Prince, will take home roughly $40 million as he retires from the company.The package is less than a quarter of what former Merrill Lynch Chief Executive Stan O'Neal was awarded when he was ousted from the investment bank last week.

The terms of Prince's retirement include the vesting of options estimated to be worth $1.28 million, the vesting of deferred stock estimated to be worth $16.05 million and the vesting of restricted shares worth $10.7 million.The package also includes a little more than 83 percent of his 2006 bonus and stock awards of about $23.8 million, adjusted for the total shareholder return for 2007, which is so far a decline of about 38 percent. That totals another $12.3 million or so.Citi said on Sunday that Prince was retiring amid billions of dollars of expected fourth-quarter writedowns for securities linked to subprime mortgages.

Citi wrote down $6.8 billion in the third-quarter.Citi shares have fallen for eight straight sessions, in a slump that has chopped $48.5 billion off the bank's market capitalization.All values for shares and options are as of November 2, but Citi's shares have fallen nearly 13 percent since then.The $40 million is in addition to about $53 million of shares Prince already owns, but Prince is receiving considerably less than the $161.5 million that Merrill Lynch's O'Neal received.

In addition to the compensation, shares, and options, Prince will also receive salary payments at the same rate as prior to his retirement, and benefits at the prior rate, through the end of the year.Prince will continue working at Citi during that period, to advise Chairman Robert Rubin and Acting CEO Sir Win Bischoff.The former CEO will also be entitled to an office, administrative assistant, and car and driver for five years, or until he starts working elsewhere full-time.Most of the package is contingent on Prince abiding by the terms of his departure, including not competing with the company and not soliciting its clients or employees.(Reporting by Dan Wilchins)