Exhibit 1.01
TERMS AGREEMENT
October 25, 2004
Citigroup Global Markets Holdings
Inc.
388 Greenwich Street
New York, New York 10013
Attn: Treasurer
Dear Sirs:
We understand that Citigroup Global
Markets Holdings Inc., a New York corporation (the “
Company ”), proposes to issue and sell $50,000,000
aggregate principal amount of its 1% Principal-Protected Equity
Linked Notes Based Upon the S&P 500 Index Due January 28, 2010
(the “ Notes ”). Subject to the terms and
conditions set forth herein or incorporated by reference herein,
Citigroup Global Markets Inc. (the “ Underwriter
”) offers to purchase 5,000,000 Notes in the principal amount
of $50,000,000 at 96.5% of the principal amount. The Closing Date
shall be October 28, 2004 at 9:00 a.m. at the offices of Cleary,
Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New
York 10006.
The Notes shall have the following
terms:
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Title:
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1%
Principal-Protected Equity Linked Notes Based Upon the S&P 500
Index Due January 28, 2010
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Maturity:
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January 28,
2010
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Interest:
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The Notes bear
interest at the rate of 1% per annum.
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Maturity Payment:
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Holders of the
Notes will receive at maturity, for each $10 principal amount of
Notes such holders hold, a payment equal to the sum of $10 and a
supplemental return amount (as described in the Prospectus
Supplement dated October 25, 2004 relating to the
Notes).
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1
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Interest Payment Dates:
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The 28th day of
each January and July, or the immediately next Business Day,
commencing on January 28, 2005.
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Regular Record Dates:
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The fifth
Business Day preceding each interest payment date.
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Initial Price To Public:
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100% of the
principal amount thereof, plus accrued interest from October 28,
2004 to date of payment and delivery.
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Redemption Provisions:
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The Notes are
not redeemable by the Company prior to maturity.
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Trustee:
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The Bank of New
York.
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Indenture:
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Indenture,
dated as of October 27, 1993, as amended from time to
time.
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All the provisions contained in the
document entitled “Salomon Smith Barney Holdings Inc. –
Debt Securities – Underwriting Ag
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