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TERMS AGREEMENT
May
5, 2008
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$3,000,000,000 aggregate principal amount of its debt
securities (the “Securities”). Subject to the
terms and conditions set forth herein or incorporated by
reference herein, we, Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Banc of America
Securities LLC, Greenwich Capital Markets, Inc., nabCapital
Securities, LLC, Toussaint Capital Partners, LLC, and The
Williams Capital Group, L.P., 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 99.220% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance.
The
Closing Date shall be May 12, 2008
,
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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Title:
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6.125%
Senior Notes
Due 2018
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Maturity:
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May
15, 2018
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Interest
Rate:
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6.125%
per annum
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Interest
Payment Dates:
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Semi-annually
on the 15th day of each May and November, commencing
November 15 ,
2008
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Initial
Price to Public:
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99.645%
of the principal amount thereof, plus accrued interest, if
any, from May 12, 2008
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Redemption
Provisions:
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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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Record
Date:
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The
May 1
st and
November 1
st preceding
each Interest Payment Date
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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 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. 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 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 NASD Conduct Rules
adopted by the Financial Industry Regulatory
Authority.
Selling
Restrictions:
European Economic Area
The
Underwriters represent and agree that in relation to each
Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date
on which the Prospectus Directive is implemented in that
relevant member state (the “Relevant Implementation
Date”), an offer to the public of any Securities which
are the subject of this offering may not be made in that
Relevant Member State prior to the publication of a prospectus
in relation to such Securities that has been approved by the
competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except
that , with effect from and including the Relevant
Implementation Date, an offer to the public in that Relevant
Member State of any Securities may be made at any
time:
(a)
to
legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in
securities;
(b)
to
any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a
total balance sheet of more than €43,000,000 and (3) an
annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts;
(c)
to
fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of Citigroup Global Markets Inc.
for any such offer; or
(d)
in
any other circumstances that do not require the publication of
a prospectus pursuant to Article 3 of the Prospectus
Directive.
For
the purposes of this provision, the expression an “offer
to the public” in relation to any Securities in any
Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the
offer and any Securities to be offere
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