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CONFORMED
TERMS AGREEMENT
May 3, 2001
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $2,500,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, we, as underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.482% of the principal amount thereof, plus
accrued interest, if any from the date of issuance. The Closing Date shall be
May 10, 2001, at 8:30 A.M. at the offices of Dewey Ballantine LLP located at
1301 Avenue of the Americas, New York, New York 10019.
The Securities shall have the following terms:
Title: ...................... 5.75% Notes due May 10, 2006
Maturity: ................... May 10, 2006
Interest Rate: .............. 5.75% per annum
Interest Payment Dates: ..... Semi-annually on May 10 and November 10,
commencing November 10, 2001
Initial Price to Public: .... 99.807% of the principal amount thereof, plus
accrued interest, if any, from the date of
issuance
Redemption Provisions: ...... The Securities are not redeemable by the Company
prior to maturity, except upon the occurrence of
certain events involving United States taxation,
as set forth in the Prospectus Supplement, dated
May 3, 2001, to the Prospectus, dated
March 30, 2001.
Record Date: ................ The April 30 or October 31 preceding each
Interest Payment Date
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Additional Terms:
The Securities shall be issuable as Registered Securities only. The
Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC"), the Euroclear
System and Clearstream Banking, societe anonyme, or their respective nominees,
as described in the Prospectus Supplement relating to the Securities. Beneficial
interests in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by such entities and their respective
participants. Owners of beneficial interests in the Securities will be entitled
to physical delivery of Securities in certificated form only under the limited
circumstances described in the Prospectus Supplement. Principal and interest on
the Securities shall be payable in United States dollars. The provisions of
Sections 11.03 and 11.04 of the Indenture relating to defeasance shall apply to
the Securities.
All the provisions contained in the document entitled "Primerica
Corporation -- Debt Securities -- Underwriting Agreement -- Basic Provisions"
and dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) all references to Primerica Corporation shall refer to Citigroup
Inc.;
(b) in the second line of Section 2(a), delete "(33-55542), including
a prospectus" and insert in lieu thereof "(333-57364), including a
prospectus" and any reference in the Basic Provisions to the "Registration
Statement" shall be deemed to be a reference to such registration statement
on Form S-3;
(c) in the third paragraph of Section 3, delete the phrase "certified
or official bank check or checks in New York Clearing House (next day)" and
insert in lieu thereof "wire transfer of federal or other same day";
(d) in the fifth paragraph of Section 3, delete the phrase "certified
or official bank check in New York Clearing House (next day)" and insert in
lieu thereof "wire transfer of federal or other same day"
(e) in the fourteenth line of the third paragraph of Section 3, delete
the word "definitive" and insert in lieu thereof "global";
(f) in the ninth line of Section 6(a), delete "such registration
statement when it became effective, or in the Registration Statement," and
insert in lieu thereof "the Registration Statement";
(g) in the eighth line of Section 6(b), delete "in any part of such
registration statement when it became effective, or in the Registration
Statement," and insert in lieu thereof "the Registration Statement"; and
(h) in the sixth line of Section 10, delete "65 East 55th Street, New
York, New York 10022," and insert in lieu thereof "399 Park Avenue, New
York, New York 10043."
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
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The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Each Underwriter further agrees and hereby represents that:
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date, will not offer or sell any
Securities to persons in the United Kingdom, except to those persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986, with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United
Kingdom;
(c) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue
of the Securities to a person who is of a kind described in Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996, as amended, or is a person to whom the document may otherwise
lawfully be issued or passed on;
(d) it will not offer or sell any Securities directly or indirectly in
Japan or to, or for the benefit of any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in compliance with all
applicable laws, regulations and guidelines promulgated by the relevant
governmental and regulatory authorities in effect at the relevant time. For
purposes of this paragraph, "Japanese person" means any person resident in
Japan, including any corporation or other entity organized under the laws
of Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of
the Securities and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in public offering (offentliche Anbieten) in the
Federal Republic of Germany with respect to any Securities otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all the other applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or sold and will not offer or sell, directly or indirectly, any
Securities to the public in the Republic of France, and that it has not
distributed and will not distribute or cause to be distributed to the
public in the Republic of France the Prospectus Supplement, the Prospectus
or any other offering material relating to the Securities; and
(g) it and each of its affiliates has not offered or sold, and it will
not offer or sell, the Securities by means of any document to persons in
Hong Kong other than persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong).
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In addition to the legal opinions required by Sections 5(c) and 5(d) of
the Basic Provisions, the Underwriters shall have received an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to the Company,
dated the Closing Date, to the effect that although the discussion set forth in
the Prospectus Supplement under the heading "United States Federal Income Tax
Considerations For Non-United States Holders" does not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of the Securities to non-United States holders of the
Securities, such discussion constitutes, in all material respects, a fair and
accurate summary of the United States federal income tax consequences of the
purchase, ownership and disposition of the Securities to non-United States
holders of the Securities.
John R. Dye, Esq., Associate General Counsel of the Company, is counsel
to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is special tax counsel
to the Company. Dewey Ballantine LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 o'clock p.m. Eastern
Standard Time on May 3, 2001 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us, or by sending us a
written acceptance in the following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
May 3, 2001, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BANK OF AMERICA SECURITIES LLC
BARCLAYS BANK PLC
BEAR, STEARNS & CO. INC.
BNP PARIBAS SECURITIES CORP.
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
REDWOOD SECURITIES GROUP, INC.
By: SALOMON SMITH BARNEY INC.
By: /s/ JAMES M. HARASIMOWICZ
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Name: James M. Harasimowicz
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ GUY R. WHITTAKER
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Name: Guy R. Whittaker
Title: Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF 2006 NOTES
- ------------------- ------------------------------
Salomon Smith Barney Inc. $2,125,000,000
ABN AMRO Incorporated 37,500,000
Bank of America Securities LLC 37,500,000
Barclays Bank PLC 37,500,000
Bear, Stearns & Co. Inc. 37,500,000
BNP PARIBAS Securities Corp. 37,500,000
Credit Suisse First Boston Corporation 37,500,000
First Union Securities, Inc. 37,500,000
Lehman Brothers Inc. 37,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 37,500,000
Redwood Securities Group, Inc. 37,500,000
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TOTAL $2,500,000,000
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