TERMS AGREEMENT March 26, 1999 Citigroup Inc. 153 East 53rd Street New York, New York 10043 Attention: Chief Financial Officer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the "Company"), proposes to issue and sell $750,000,000 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 99.393% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at 1301 Avenue of the Americas, New York, New York 10019. The Securities shall have the following terms: Title: ............................. 5.80% Notes due 2004 Maturity: .......................... March 15, 2004 Interest Rate: ..................... 5.80% Interest Payment Dates: ............ March 15 and September 15, commencing September 15, 1999 Initial Price to Public: ........... 99.743% 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 March 26, 1999 to the Prospectus dated March 8, 1999. Record Date: ....................... The March 1 or September 1 preceding each Interest Payment Date 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") or its nominee. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants (including, without limitation, Cedelbank and Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System). Owners of beneficial interests in 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 first line of Section 2(a), delete "(33-55542), including a prospectus" and insert in lieu thereof "(333-68949), including a prospectus (which prospectus also relates to $1,550,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-51201) and $300,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-42575) (the "Predecessor Registration Statements") and in each case not issued)" and any reference in the Basic Provisions to the "Registration Statement" shall be deemed to be a reference to such registration statements on Form S-3; (c) In the fifth line of the third paragraph of Section 3, delete the phrase "New York Clearing House (next day)" and insert in lieu thereof "federal or other same day"; (d) In the fourteenth line of the third paragraph of Section 3, delete the word "definitive" and insert in lieu thereof "global"; (e) 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 (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),"; and (f) 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 (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),". The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange. 2 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 3 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). In addition to the legal opinions required by Sections 5(c) and 5(d) of the Basic Provisions, the Underwriter shall have received an opinion of 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 or the Securities to a non-United States holder of 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 Statesholders of Securities under current law. 3 Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP is special tax counsel to the Company. Dewey Ballantine LLP is counsel to the Underwriter. The Securities will be made available for checking and packaging at the designated office of The Bank of New York at least 24 hours prior to the Closing Date. Please accept this offer no later than 9:00 o'clock p.m. Eastern Standard Time on March 26, 1999, 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: 4 "We hereby accept your offer, set forth in the Terms Agreement, dated March 26, 1999, to purchase the Securities on the terms set forth therein." Very truly yours, SALOMON SMITH BARNEY INC. ABN AMRO INCORPORATED BARCLAYS BANK PLC BBV SECURITIES, INC. CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION COMMERZBANK AKTIENGESELLSCHAFT DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION FIRST CHICAGO CAPITAL MARKETS, INC. FIRST UNION CAPITAL MARKETS CORP. LEHMAN BROTHERS INC. RABOBANK INTERNATIONAL SOCIETE GENERALE By: SALOMON SMITH BARNEY INC. By: /s/ Donna Castagna --------------------------------- Name: Donna Castagna Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Firoz B. Tarapore -------------------------------- Name: Firoz B. Tarapore Title: Deputy Treasurer 5 ANNEX A Name of Underwriter Principal Amount of 2004 Notes - ------------------- ------------------------------ Salomon Smith Barney Inc. $640,000,000 Chase Securities Inc. $15,000,000 Credit Suisse First Boston Corporation $15,000,000 Donaldson, Lufkin & Jenrette Securities Corporation $15,000,000 Lehman Brothers Inc. $15,000,000 Societe Generale $15,000,000 ABN AMRO Incorporated $5,000,000 Barclays Bank PLC $5,000,000 BBV Securities, Inc. $5,000,000 Commerzbank Aktiengesellschaft $5,000,000 First Chicago Capital Markets, Inc. $5,000,000 First Union Capital Markets Corp. $5,000,000 Rabobank International $5,000,000 ---------- Total $750,000,000 ============ 6