TERMS
AGREEMENT
Citigroup
Inc.
399 Park
Avenue
New York, New
York 10043
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Attention:
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Assistant
Treasurer
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Ladies and
Gentlemen:
We understand
that Citigroup Inc., a Delaware corporation (the
“Company”), proposes to issue and sell C$400,000,000
aggregate principal amount of its senior debt securities (the
“Securities”). Subject to the terms and conditions set
forth herein or incorporated by reference herein, we, Merrill Lynch
Canada Inc., Citigroup Global Markets Inc., National Bank Financial
Inc., RBC Dominion Securities Inc., and TD Securities Inc., 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 99.070% of the principal amount thereof, plus
accrued interest, if any from the date of issuance. The Closing
Date shall be January 17, 2007, at 8:30 A.M. New York City Time.
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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January 17,
2017
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4.625% per
annum
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Semi-annually
on every January 17 and July 17, commencing July 17,
2007
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99.470% of the
principal amount thereof, plus accrued interest, if any, from
January 17, 2007
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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 January 1
or July 1 preceding each Interest Payment date
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The Securities shall be issuable as Registered
Securities only. The entire issuance will be credited to the
account of CDS Clearing and Depository Services Inc.
(“CDS”), as described in the Prospectus Supplement
relating to the Securities dated January 10, 2007 (the
“Prospectus Supplement”). Investors must hold their
positions in the Securities through CDS or Euroclear or Clearstream
through their Canadian subcustodians at CDS. Beneficial interests
in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by CDS and its 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 only in Canadian 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 alternative admission
is not available or is, in the Company’s opinion, unduly
burdensome, such an alternative admission will not be obtained, and
the Company shall have no further obligation in respect of any
listing, trading or quotation for the Securities.
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.
