EXHIBIT
1.01
TERMS
AGREEMENT
January 10, 2007
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Assistant
Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware
corporation (the “Company”), proposes to issue and sell
US$500,000,000 aggregate principal amount of its subordinated debt
securities (the “Securities”). Subject to the terms and
conditions set forth herein or incorporated by reference herein,
we, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc.,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Banc of America Securities LLC, Barclays Capital
Inc., CastleOak Securities, L.P., Guzman & Company, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities
LLC, 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 103.967% of the principal amount
thereof, plus accrued interest, if any, from and including August
25, 2006 but excluding January 16, 2007. The Securities form a part
of the same series as the Company’s outstanding 6.125%
Subordinated Notes due 2036, issued on August 25, 2006. The Closing
Date shall be January 16, 2007, at 8:30 A.M. The closing shall take
place at the Corporate Law offices of the Company located at 425
Park Avenue, New York, New York 10043.
The Securities shall have the following
terms:
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6.125% Subordinated Notes Due
2036
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August 25, 2036
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Semi-annually on the 25th day of
each February and August commencing February 26, 2007
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104.842% of the principal amount
thereof, plus accrued interest from August 25, 2006
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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 dated March 2, 2006
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The February 15 or August 15
preceding each Interest Payment Date
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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 nominees, as
described in the Prospectus relating to the Securities. Beneficial
interests in the Securities will be shown on, and transfers thereof
will be effected only through, records maintained by DTC, Euroclear
Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream International 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. Principal and
interest on the Securities shall be payable in United States
dollars. The relevant provisions of Article Eleven of the Indenture
relating to defeasance shall apply to the Securities.
All the provisions contained in the document
entitled “Citigroup Inc.— Debt Securities —
Underwriting Agreement — Basic Provisions” and dated
March 2, 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 Company agrees to use its best efforts to
have the Securities approved for listing on the Luxembourg Stock
Exchange and to maintain such listing so long as any of the
Securities are outstanding, provided, however that:
(a) if it is impracticable or unduly burdensome, in
the good faith determination of the Company, to maintain such
listing due to changes in listing requirements occurring after the
date of the Prospectus Supplement, or
(b) if the Transparency Directive (as defined in the
Prospectus Supplement) is implemented in Luxembourg in a manner
that would require the Company to publish financial information
according to accounting principles or standards that are materially
different from United States generally accepted accounting
principles,
the Company may de-list the
Securities from the Luxembourg Stock Exchange and shall use its
reasonable best efforts to obtain an alternative admission to
listing, trading and/or quotation of the Securities by another
listing authority, exchange or system within or outside the
European Union as it may decide. If such an
