Citigroup may put more employees on commission or offer them larger base salaries as it tries to retain key staffers without running afoul of laws limiting executive pay at banks that receive government funds.

Three people familiar with the matter said the bank has examined a series of possible moves, including special stock-based bonuses, or offering employees a percentage of their group's revenue.

Banks across Wall Street are struggling to reward top performers without violating an amendment to the 2009 stimulus package limiting executive pay. That amendment calls for the Treasury Secretary to review compensation of top employees at any major recipient of funds from the government's Troubled Asset Relief Program.

Bonuses are expected to face particular scrutiny after Wall Street firms paid $18.4 billion of bonuses in 2008, a year in which the U.S. financial sector required more than $1 trillion of government support.

Some banks, most notably Goldman Sachs Group Inc, hope to repay their TARP funds as soon as possible, in part to avoid having to comply with pay limits.

Citigroup, which has received $45 billion of TARP capital and is not believed to have much hope of paying the government back anytime soon, is having discussions with the government about measures that might be appropriate for retaining revenue producing employees.

A number of possibilities are under discussion, and generally are geared toward ensuring that employees are motivated to perform well. The No. 3 U.S. bank will have a better sense of how to proceed once the Treasury Department crafts more specific guidelines on pay, one person said.

Of particular concern is the Phibro business, which has been extraordinarily profitable. If Citigroup cannot find ways to compensate people there, the energy trading business may be spun off, sold, or opened to outside investors, a person familiar with the matter said. News of this possibility was first reported in the Wall Street Journal.

The Wall Street Journal also reported that Citigroup had asked the Treasury Department for permission to pay special bonuses to key employees. One scenario discussed internally would be a one-time bonus paid to employees mainly in stock that would vest over at least three years.

Citigroup spokesman Stephen Cohen said in an emailed statement that the bank has not presented Treasury with any specific plan for staff retention or special cash payouts.

Citi continues to examine ways to ensure its employee compensation practices are competitive in this very challenging market environment, Cohen said in the statement.

The alternatives that Citigroup is considering to standard discretionary bonuses still have flaws with them, experts said.

Commissions, for example, only work well for professionals in sales positions, and even then can lead to conflicts over which sales person was responsible for a deal. Giving percentages of revenue could result in outsized paydays if a business outperforms, which could lead to public outcry.

There's no perfect answer to this issue, said Michael Holland, founder of Holland & Co, which oversees more than $4 billion.

STEMMING THE EXODUS

But banks have every incentive to figure out how to retain their top staff. On Monday, a source said two equity traders and a salesman from Bank of America Corp moved to hedge fund giant Citadel Investment Group. Foreign banks such as Deutsche Bank have also been able to hire employees from U.S. competitors.

In fact, banks that are not profitable will likely have trouble from a political standpoint paying employees anything but stock in bonuses, while banks that are profitable will likely look to repay TARP as quickly as possible to eliminate restrictions they face.

I just don't think all this planning for other ways to pay people will amount to anything, said Paul Sorbera, a recruiter at Alliance Consulting in New York.

But for now, banks are concerned about retaining staff, and ensuring they are properly motivated.

If we can't pay people competitively, we can't expect them to stay here, said one bank executive.

(Reporting by Dan Wilchins; Editing Bernard Orr)

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