TERMS AGREEMENT
April 21, 2006
Citigroup Funding Inc.
388 Greenwich Street, 38th Floor
New York, New York 10013
Attn: Treasury Capital Markets
Ladies and Gentlemen:
We understand that Citigroup Funding Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $22,000,000 aggregate principal amount of
its Stock Market Upturn NotesSM (Notes) Based Upon the Nasdaq-100( Index Due
July 26, 2007 (the "Notes"). The payments due under the Notes will be fully and
unconditionally guaranteed by Citigroup Inc., a Delaware corporation (the
"Guarantor"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, Citigroup Global Markets Inc. (the
"Underwriter") offers to purchase 2,200,000 Notes for an amount equal to
$21,670,000 (98.5% of the aggregate principal amount). The Closing Date shall be
April 26, 2006 at 9:00 a.m. at the offices of Cleary Gottlieb Steen & Hamilton
LLP, One Liberty Plaza, New York, New York 10006.
The Notes shall have the following terms:
Title: Stock Market Upturn NotesSM (Notes) Based Upon
the Nasdaq-100( Index Due July 26, 2007
Maturity: July 26, 2007
Maturity Payment: Holders of the Notes will be entitled to receive at
maturity, for each $10 principal amount of Notes such
holders hold, a payment equal to the sum of $10 and an
Index Return Amount (as defined in the Prospectus Supplement
dated April 21, 2006 relating to the Notes)
Interest Rate: The Notes do not bear interest. No payments on
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Terms Agreement
the Notes will be made until maturity
Initial Price To Public: 100% of the principal amount thereof
Redemption Provisions: The Notes are not redeemable by the Company
prior to maturity
Trustee: The Bank of New York
Indenture: Indenture, dated as of June 1, 2005
All the provisions contained in the document entitled "Citigroup Funding
Inc. - Debt Securities - Underwriting Agreement Basic Provisions" and dated
March 10, 2006 (the "Basic Provisions"), a copy of which you have previously
received, are 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.
The Underwriter hereby agrees in connection with the underwriting of the
Notes to comply with the requirements set forth in any applicable sections of
Section 2720 to the By-Laws of the National Association of Securities Dealers,
Inc.
Michael S. Zuckert, Esq. is General Counsel, Finance and Capital Markets of
the Guarantor and legal counsel to the Company. Cleary Gottlieb Steen &
Hamilton LLP is counsel to the Underwriter. Cleary Gottlieb Steen & Hamilton
LLP is special tax counsel to the Company and the Guarantor.
Please accept this offer no later than 9:00 p.m. on April 21, 2006, 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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Terms Agreement
"We hereby accept your offer, set forth in the Terms Agreement, dated April 21,
2006, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Richard T. Chang
--------------------------
Name: Richard T. Chang
Title: Managing Director
ACCEPTED:
CITIGROUP FUNDING INC.
By: /s/ Geoffrey S. Richards
----------------------------
Name: Geoffrey S. Richards
Title: Vice President
and Assistant Treasurer
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
----------------------------
Name: Charles E. Wainhouse
Title: Assistant Treasurer
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Terms Agreement