8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 1, 2005

                                 Citigroup Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                  1-9924                  52-1568099
      --------------          ----------------           --------------
      (State or other           (Commission              (IRS Employer
      jurisdiction of           File Number)            Identification No.)
      incorporation)

             399 Park Avenue, New York, New York            10043
- --------------------------------------------------------------------------------
          (Address of principal executive offices)        (Zip Code)

                                 (212) 559-1000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act



                                 CITIGROUP INC.
                           Current Report on Form 8-K

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits:



Exhibit No.    Description
- -----------    -----------
            
   1.01        Global Selling Agency Agreement, dated June 1, 2005, among the
               Citigroup Funding Inc., Citigroup Inc., Citigroup Global Markets
               Inc. and Citigroup Global Markets Limited, relating to the offer
               and sale of the Company's Medium-Term Senior Notes, Series A and
               Medium-Term Subordinated Notes, Series B.




                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: June 1, 2005                                  CITIGROUP INC.

                                            By: /s/ CHARLES E. WAINHOUSE
                                                --------------------------------
                                                Name:  Charles E. Wainhouse
                                                Title: Assistant Treasurer

EX-1.01

                                                                    Exhibit 1.01

                             CITIGROUP FUNDING INC.

                    Medium-Term Notes, Series A and Series B
                  Euro-Medium-Term Notes, Series A and Series B

                         GLOBAL SELLING AGENCY AGREEMENT

                                  June 1, 2005
                               New York, New York

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
(the "U.S. Agent")

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
ENGLAND
(the "International Agent")

Ladies and Gentlemen:

            Citigroup Funding Inc., a Delaware corporation (the "Company") and
Citigroup Inc., a Delaware corporation (the "Guarantor"), confirm their
agreement with each of you with respect to the issue and sale by the Company of
up to U.S.$10,000,000,000 (or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies) aggregate principal
amount of its Medium-Term Notes, Series A and Series B, in registered form (the
"Medium-Term Notes") and Euro-Medium-Term Notes, Series A and Series B, in
bearer form (the "Euro Medium-Term Notes"; and together with the Medium-Term
Notes, the "Notes"), which Notes are fully and unconditionally guaranteed (the
"Guarantee") by the Guarantor. It is understood that the Company may from time
to time authorize the issuance and sale of additional amounts of the Notes and
that such Notes may be issued and sold pursuant to the terms of this Agreement,
all as though the issuance and sale of such Notes were authorized by the Company
as of the date hereof. The Notes may be denominated in U.S. dollars, foreign
currencies or composite currencies (the "Specified Currency") as may be
specified in the applicable Pricing Supplement (as defined herein) relating to
any particular issue of Notes.

            The Notes, Series A, will be issued under an indenture (the "Senior
Debt Indenture"), dated as of June 1, 2005, among the Company, the Guarantor,
and JPMorgan Chase Bank, N.A., as trustee. The Notes, Series B, will be issued
under an indenture (the "Subordinated Debt Indenture," and, together with the
Senior Debt Indenture, the "Indentures"), dated as of June 1, 2005, among the
Company, the Guarantor, and Deutsche Bank Trust Company Americas, as trustee
(together with JPMorgan Chase Bank, N.A., the "Trustees"). Unless otherwise
specifically provided for and set forth in a supplement to the Prospectus
referred to below, the Medium-Term Notes will be issued in minimum denominations
of



U.S.$1,000 (or the approximate equivalent thereof in the Specified Currency) and
in denominations exceeding such amount by integral multiples of U.S.$1,000 (or
the approximate equivalent thereof in the Specified Currency) and will be issued
only in fully registered form, and the Euro Medium-Term Notes will be issued in
minimum denominations of U.S.$10,000 (or the approximate equivalent thereof in
the Specified Currency) and in denominations exceeding such amount by integral
multiples of U.S.$1,000 (or the approximate equivalent thereof in the Specified
Currency) and will be issued only in bearer form, and the Notes will have the
interest rates, maturities, redemption provisions and other terms set forth in
the applicable Pricing Supplement (as defined herein).

            The Medium-Term Notes will be issued, and the terms thereof
established, in accordance with the Indentures and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the "U.S. Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise
supersedes such U.S. Procedures with respect to the Medium-Term Notes issued
pursuant to such Terms Agreement). The U.S. Procedures may only be amended by
written agreement of the Company, the Guarantor and the U.S. Agent after notice
to, and with the approval of, the Trustees. The Euro Medium-Term Notes will be
issued, and the terms thereof established, in accordance with the Indentures and
the Euro Medium-Term Notes Administrative Procedures attached hereto as Exhibit
B (the "Euro Procedures") (unless a Terms Agreement modifies or otherwise
supersedes such Euro Procedures with respect to the Euro Medium-Term Notes
issued pursuant to such Terms Agreement). The Euro Procedures may only be
amended by written agreement of the Company, the Guarantor and the International
Agent after notice to, and with the approval of, the Trustees.

            For purposes of this Agreement, the term "Agent" shall refer to
either one of you and to any additional agents appointed as a party to this
Agreement pursuant to Section 2(b) hereof, and the terms "U.S. Agent" and
"International Agent" shall refer to such of you as are indicated on the cover
page of this Agreement and any such additional Agents appointed as such pursuant
to Section 2(c) hereof, each acting solely in its capacity as agent for the
Company pursuant to Section 2(a) and not as principal; the term "Purchaser"
shall refer to one of you acting solely as principal pursuant to Section 2(b)
and not as agent; and the term "you" shall refer to you and any other Agent
collectively, whether at any time any one of you is acting in both such
capacities or in either such capacity. In acting under this Agreement, in
whatever capacity, each of you is acting individually and not jointly.

            1. Representations and Warranties. The Company and the Guarantor
jointly and severally represent and warrant to, and agree with, each of you as
set forth below in this Section 1.

            (a)   Registration Statement (File No. 333-122925) in respect of
U.S.$10,000,000,000 aggregate principal amount of securities of the Company,
including the Notes, has been filed with the Securities and Exchange Commission
(the "Commission"); such registration statement and any post-effective amendment
thereto, each in the form heretofore delivered or to be delivered to each of
you, excluding exhibits to such registration statement but including all
documents incorporated by reference therein, have been declared effective by the
Commission in such forms; no other document with respect to such registration
statement (other than a document incorporated by reference therein) has
heretofore been filed or transmitted for

                                        2


filing with the Commission; and no stop order suspending the effectiveness of
the registration statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission (any preliminary prospectus
included in the Registration Statement (as defined herein) or filed with the
Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"), being
hereinafter called a "Preliminary Prospectus"); the various parts of the
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement at the time such part of such registration statement became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indentures, each
as amended at the time such part became effective, being hereinafter
collectively called the "Registration Statement"; the form of basic prospectus
relating to the offering and sale of Debt Securities and Index Warrants included
in the Registration Statement, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or prior to the date of
this Agreement being hereinafter from time to time called the "Base Prospectus";
the supplement to the Prospectus relating to the Medium-Term Notes and the plan
of distribution thereof being hereinafter called the "U.S. Prospectus
Supplement"; the supplement to Prospectus relating to the Euro Medium-Term Notes
and the plan of distribution thereof being hereinafter called the "Euro
Prospectus Supplement" and, together with the U.S. Prospectus Supplement, the
"Prospectus Supplements"; and the Base Prospectus (including the U.S. Prospectus
Supplement or the Euro Prospectus Supplement, as the case may be) being
hereinafter called the "Prospectus". Any reference herein to the Prospectus, a
Preliminary Prospectus or any Prospectus Supplement shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Prospectus, Preliminary
Prospectus or Prospectus Supplement, as the case may be; any reference to any
amendment or supplement to any Prospectus, Preliminary Prospectus or Prospectus
Supplement, including any supplement to the Prospectus that sets forth only the
terms of a particular issue of the Notes (a "Pricing Supplement"), shall be
deemed to refer to and include any documents filed after the date of such
Prospectus, Preliminary Prospectus or Prospectus Supplement, as the case may be,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Prospectus or Prospectus Supplement, as the
case may be; any reference to any amendment to the Registration Statement shall
be deemed to include any report of the Guarantor filed pursuant to the Exchange
Act after the effective date of the Registration Statement that is incorporated
by reference in the Registration Statement; and any reference to the Prospectus
as amended or supplemented shall be deemed to refer to and include the
Prospectus as amended or supplemented in relation to the Notes sold pursuant to
this Agreement, in the form in which it is filed with the Commission pursuant to
Rule 424(b) under the Act, including any documents incorporated by reference
therein as of the date of such filing);

            (b)   The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
promulgated thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder;

                                        3


            (c)   The Registration Statement and the Prospectus, and any
amendment thereof or supplement thereto, and the Indentures, conform or will
conform in all material respects with the applicable requirements of the Act and
the Trust Indenture Act, and the rules and regulations of the Commission
thereunder;

            (d)   The Registration Statement as of its effective date did not
and, as amended as of any time, did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading and the Prospectus, as amended and supplemented as of any such time,
did not and will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading; provided,
however, that neither the Company nor the Guarantor makes any representations or
warranties as to the information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or supplement thereto in
reliance upon, and in conformity with, information furnished in writing to the
Company or the Guarantor by or on behalf of any Agent specifically for use in
the Registration Statement and the Prospectus or any amendment thereof or
supplement thereto;

            (e)   The Notes have been duly authorized and, when executed and
authenticated in accordance with the Indentures and delivered to and duly paid
for by the purchasers thereof, will constitute valid and binding obligations of
the Company, enforceable in accordance with their respective terms and entitled
to the benefits of the Indentures (subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law); the Indentures have been duly authorized by the Company and
qualified under the Trust Indenture Act; and the Indentures conform to the
descriptions thereof in the Prospectus as amended or supplemented to relate to
such issuance of Notes;

            (f)   The Guarantees have been duly authorized and, when the Notes
have been executed, authenticated and delivered by the Guarantor in accordance
with the Indentures, will constitute valid and binding obligations of the
Guarantor, enforceable in accordance with their terms and entitled to the
benefits of the Indentures; and

            (g)   Since the date of the most recent financial statements
included in the Prospectus, as amended or supplemented, there has not been any
material adverse change in the consolidated financial condition or results of
operations of the Guarantor and its subsidiaries, taken as a whole, which is not
disclosed in the Prospectus, as amended or supplemented.

            2. Appointment of Agents. (a) Subject to the terms and conditions
stated herein and subject to the reservation by the Company of the right to sell
Notes to any of you acting as principal at a discount for its own account or for
resale to one or more investors or other dealers and the Company's right to sell
Notes directly to investors on its own behalf or through other agents, the
Company hereby appoints and authorizes the U.S. Agent and the International
Agent to act as its agents to solicit offers for the purchase of all or part of
the Medium-Term Notes and Euro Medium-Term Notes, respectively, from the
Company; provided, however, that only the International Agent may solicit offers
for the purchase of Euro Medium-Term Notes.

                                        4


            Following the Commencement Date (referred to below), the Company
shall notify each Agent from time to time as to the commencement of a period
during which the Notes may be offered and sold by the Agents (each period,
commencing with such a notification and ending at such time as the authorization
for offers and sales through the Agents shall have been suspended by the Company
or the Agents as provided hereunder, being herein referred to as an "Offering
Period"). The initial Offering Period shall begin on June 1, 2005 (the
"Commencement Date"). On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the U.S. Agent and
the International Agent agrees, as agent of the Company, to use its reasonable
best efforts to solicit offers to purchase Medium-Term Notes and Euro
Medium-Term Notes, respectively, from the Company upon the terms and conditions
set forth in the applicable Prospectus (and any supplement thereto) and in the
U.S. or Euro Procedures, as applicable. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer or indication of interest
to purchase Notes received by such Agent as Agent. The Company shall have the
sole right to accept offers to purchase the Notes and may reject any such offer
in whole or in part. Each Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, each Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward or
relationship of agency or trust with any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). Each Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall not,
except as otherwise provided in this Agreement, be obligated to disclose the
identity of any purchaser or have any liability to the Company in the event any
such purchase is not consummated for any reason. Except as provided in Section
2(b), under no circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that any of you may
purchase Notes as principal pursuant to Section 2(b).

            The Company reserves the right, in its sole discretion, to instruct
the U.S. Agent and the International Agent to suspend at any time, for any
period of time or permanently, the solicitation of offers to purchase Notes.
Upon receipt of instructions from the Company, the U.S. Agent and the
International Agent (or either or both of them, as the case may be) will
forthwith suspend solicitation of offers to purchase Notes from the Company
until such time as the Company has advised them that such solicitation may be
resumed.

            The Company agrees to pay each Agent a commission, on the Settlement
Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage specified
in Schedule I hereto of the aggregate principal amount of the Notes sold by the
Company. Such commission shall be payable as specified in the U.S. or Euro
Procedures, as applicable. Without the prior approval of the Company, no Agent
(acting on an agency basis) may reallow any portion of the commission payable
pursuant hereto to dealers or purchasers in connection with the offer and sale
of any Notes.

                                        5


            Subject to the provisions of this Section and to the U.S. or Euro
Procedures, as applicable, offers for the purchase of Notes may be solicited by
an Agent as agent for the Company at such time and in such amounts as such Agent
shall deem advisable. The Company may from time to time offer Notes for sale
otherwise than through an Agent; provided, however, that so long as this
Agreement is in effect the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent.

            If the Company defaults in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company and the Guarantor shall
indemnify and hold each of you harmless against any loss, claim or damage
arising from or as a result of such default by the Company.

            (b)   Subject to the terms and conditions stated herein, whenever
the Company and any of you determine that the Company shall sell Notes directly
to any of you as principal, each such sale of Notes shall be made in accordance
with the terms of this Agreement and a supplemental agreement relating to such
sale. Each such supplemental agreement (which may be either an oral or written
agreement) is herein referred to as a "Terms Agreement". Each Terms Agreement
shall describe the Notes to be purchased by the Purchaser pursuant thereto and
shall specify the aggregate principal amount of such Notes, the price to be paid
to the Company for such Notes, the maturity date of such Notes, the rate at
which interest will be paid on such Notes, the dates on which interest will be
paid on such Notes and the record date with respect to each such payment of
interest, such other terms of the Notes as are applicable, the Settlement Date
for the purchase of such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
opinions of counsel, certificates from the Company, the Guarantor or their
respective officers or a letter from the Guarantor's independent registered
public accountants as described in Section 5(b). A Terms Agreement may also
specify certain provisions relating to the reoffering of such Notes by the
Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit
C. The Purchaser's commitment to purchase Notes shall be deemed to have been
made on the basis of the representations and warranties of the Company and the
Guarantor herein contained and shall be subject to the terms and conditions
herein set forth.

            Each date of delivery of and payment for Notes to be purchased by
any of you as principal or as agent or by any other purchaser is referred to
herein as a "Settlement Date". Delivery of the certificates for Notes sold to
the Purchaser pursuant to a Terms Agreement shall be made not later than the
Settlement Date agreed to in such Terms Agreement, against payment of funds to
the Company in the net amount due to the Company for such Notes by the method
and in the form set forth in the U.S. or Euro Procedures, as applicable, unless
otherwise agreed to between the Company and the Purchaser in such Terms
Agreement.

            Unless otherwise agreed to between the Company and the Purchaser in
a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time or, if set forth in the applicable Terms Agreement and Pricing
Supplement, at a fixed public offering price. In connection with any resale of
Notes

                                        6


purchased, a Purchaser may use a selling or dealer group and may reallow to any
broker or dealer any portion of the discount or commission payable pursuant
hereto.

            (c)   Additional Agents. Notwithstanding paragraph 2(a) above, the
Company may from time to time appoint one or more additional financial
institutions experienced in the distribution of securities as a U.S. Agent or
International Agent under this Agreement, for the duration of this Agreement
(subject to Section 7 hereof) or on an issue by issue basis, pursuant to a
letter (an "Agent Accession Confirmation") substantially in the form of Exhibit
D or Exhibit F to this Agreement, as appropriate, provided that any such
additional party shall have first requested appointment as such upon the terms
and conditions of this Agreement in writing to the Company pursuant to a letter
(an "Agent Accession Letter") substantially in the form of Exhibit E or Exhibit
G to this Agreement, as appropriate, whereupon it shall, subject to the terms
and conditions of this Agreement, the relevant Agent Accession Letter and the
relevant Agent Accession Confirmation, become a party to this Agreement as a
U.S. Agent, or an International Agent, as specified in the relevant Agent
Accession Letter, vested with all the authority, rights and powers and subject
to all the duties and obligations of an Agent as if originally named as an Agent
hereunder. The Company shall promptly notify the Guarantor, the Trustees and the
other Agents of any such appointment, but only in the event that any such
additional Agent is appointed for the duration of this Agreement.

            3. Offering and Sale of Notes. The U.S. Agent, the International
Agent and the Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the U.S. or Euro Procedures, as
the case may be.

            In connection with any offering of Euro Medium-Term Notes, the
International Agent may act as stabilizing agent (the "Stabilizing Agent"), and
as Stabilizing Agent may over-allot or effect transactions which stabilize or
maintain the market price of the Euro Medium-Term Notes at a level which might
not otherwise prevail. Such stabilizing, if commenced, may be discontinued at
any time. The Stabilizing Agent, whose identity shall be disclosed in the
applicable supplement to the Prospectus relating to such offering of Euro
Medium-Term Notes, shall comply with all applicable laws.

            4. Agreements. (A) The Company and the Guarantor agree with each of
you that:

            (a)   At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing either Registration Statement or the
Prospectus, the Company and the Guarantor will furnish each Agent and such
Agent's counsel with a copy of each proposed amendment or supplement (other than
an amendment or supplement to be made pursuant to incorporation by reference of
a document filed under the Exchange Act, or a Pricing Supplement or an amendment
or supplement relating solely to an offering of securities other than the
Notes). The Company and the Guarantor will promptly cause the Prospectus
together with each amendment thereof or supplement thereto to be mailed or
otherwise transmitted to the Commission for filing pursuant to Rule 424(b) by an
appropriate method or will promptly cause the Prospectus together with each
amendment thereof or supplement thereto to be filed with the Commission pursuant
to said Rule. If the Prospectus is amended or supplemented (other than by a
Pricing Supplement or

                                        7


an amendment or supplement relating solely to an offering of securities other
than the Notes), each Agent shall be furnished with such information relating to
such filing as it may reasonably request, and no Agent shall be obligated to
solicit offers to purchase Notes so long as it is not reasonably satisfied that
such amendment or supplement complies in all material respects with the
provisions of the Act and the Exchange Act. At any time during an Offering
Period or during the time a prospectus relating to the Notes is required to be
delivered under the Act, the Company and the Guarantor will promptly advise each
Agent of (i) the filing of any amendment or supplement to the Prospectus (other
than a Pricing Supplement or an amendment or supplement relating solely to an
offering of securities other than the Notes), (ii) the filing or effectiveness
of any amendment to the Registration Statement, (iii) the receipt by the Company
or the Guarantor of comments from the Commission relating to or requests by the
Commission for any amendment of the Registration Statement or any amendment of
or supplement to the Prospectus or for any additional information, (iv) the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding for
that purpose, and (v) the receipt by the Company or the Guarantor of any
notification with respect to the suspension of the qualification of the Notes
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company and the Guarantor will use their reasonable best
efforts to prevent the issuance of any such stop order or notice of suspension
of qualification and, if issued, to obtain as soon as possible the withdrawal
thereof. Upon any Agent's request, the Company and the Guarantor will within a
reasonable time inform such Agent of the aggregate principal amount of Notes
registered under the Registration Statement that remain unissued.

            (b)   Within the time during which a prospectus relating to the
Notes is required to be delivered under the Act, the Company and the Guarantor
will comply with all requirements imposed upon them by the Act, as now and
hereafter amended, and by the rules and regulations of the Commission
thereunder, as from time to time in force, so far as necessary to permit the
continuance of sales of or dealings in the Notes as contemplated by the
provisions hereof and the Prospectus. If during such period any event occurs as
a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if, in the opinion of the Company and the
Guarantor, during such period it is necessary to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the Company
promptly will notify each Agent to suspend the solicitation of offers to
purchase the Notes in its capacity as Agent and to cease sales of any Notes it
may then own as principal and, to the extent required under the provision in the
last sentence of this subsection (b), the Company and the Guarantor promptly
will amend or supplement the Registration Statement or the Prospectus (at the
expense of the Company and the Guarantor) so as to correct such statement or
omission or effect such compliance. If such amendment or supplement, and any
documents, certificates, opinions and letters furnished to each Agent pursuant
to subsections (i), (j) and (k) of this Section 4(A) in connection with the
preparation and filing of such amendment or supplement, are reasonably
satisfactory in all respects to such Agent, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to the
Registration Statement, such Agent will resume solicitation of offers to
purchase Notes hereunder. Notwithstanding the foregoing, neither the Company nor
the Guarantor shall be required to comply with the provisions of subsection (b)
of this Section 4(A) during any period from the time any Agent shall have been
notified to suspend the solicitation of

                                        8


offers to purchase the Notes in its capacity as Agent (whether under this
subsection (b) or otherwise under this Agreement) to the time the Company shall
determine that solicitation of offers to purchase the Notes should be resumed;
provided that if any such Agent holds any Notes as principal purchased pursuant
to a Terms Agreement or otherwise pursuant to this Agreement, the Company and
the Guarantor shall comply with the provisions of subsection (b) of this Section
4(A) during the period when a Prospectus is required to be delivered pursuant to
the Act.

            (c)   The Guarantor will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with the
Commission of the Guarantor's reports pursuant to Section 13(a), 13(c) or 15(d)
of the Exchange Act and, if then applicable, of the Guarantor's proxy statements
pursuant to Section 14 of the Exchange Act.

            (d)   The Company and the Guarantor will use their best efforts to
qualify the Notes for sale under the securities laws of such jurisdictions as
any Agent reasonably designates, to maintain such qualifications in effect so
long as required for the distribution of the Notes and, if requested by such
Agent, to arrange for the determination of the legality of the Notes for
purchase by institutional investors, except that neither the Company nor the
Guarantor shall be required in connection therewith to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action which
would subject it to general or unlimited service of process in any jurisdiction
where it is not now so subject.

            (e)   The Company and the Guarantor will furnish to each Agent
copies of the Registration Statement and the Prospectus (including all documents
incorporated by reference therein), and all amendments of and supplements to the
Registration Statement or the Prospectus which are filed with the Commission
during the period in which a prospectus relating to the Notes is required to be
delivered under the Act (including all documents filed by an amendment or
supplement with the Commission during such period which are deemed to be
incorporated by reference therein), in each case in such quantities as such
Agent may from time to time reasonably request.

            (f)   So long as any of the Notes are outstanding, the Guarantor
agrees to furnish to each Agent, upon its reasonable request, as soon as
available, all reports and financial statements filed by or on behalf of the
Guarantor with the Commission or any national securities exchange. The Guarantor
shall be deemed to have furnished such information to such Agent if (i) such
reports and financial statements are generally available on, and can be printed
and/or downloaded from, the Securities and Exchange Commission's internet
website, www.sec.gov (or any other website of which the Guarantor notifies such
Agent), and (ii) such Agent has been notified by the Guarantor that such reports
and financial statements have been filed with the Securities and Exchange
Commission.

            (g)   The Company and the Guarantor shall, whether or not any sale
of Notes is consummated or this Agreement is terminated, pay all expenses
incident to the performance of their obligations under this Agreement and under
any Terms Agreement, including, without limitation, the fees and disbursements
of its accountants and counsel, the cost of printing (or other production) and
delivery of the Registration Statement and the Prospectus, all amendments
thereof and supplements thereto, the Indentures, and all other documents
relating to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements

                                        9


(including reasonable fees of counsel) incurred in connection with the
qualification of the Notes for sale and determination of eligibility for
investment of the Notes under the securities or blue sky laws of such
jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the fees of any agency that rates the Notes, the fees and expenses in
connection with any listing of the Notes on the Luxembourg Stock Exchange or
such other securities exchange agreed to in writing by the Company, the fees and
expenses incurred with respect to any filing with the National Association of
Securities Dealers, Inc. and the reasonable fees and disbursements of Cleary
Gottlieb Steen & Hamilton LLP, as counsel for the Agents, or other counsel
reasonably satisfactory to each of the Agents, the Company and the Guarantor,
and such other expenses, including, without limitation, advertising expenses as
may be agreed upon by the Agents, the Company and the Guarantor; provided,
however, that with respect to any purchase of Notes by one of you as principal
pursuant to a Terms Agreement, the fees and disbursements of Cleary Gottlieb
Steen & Hamilton LLP or other counsel to you shall not be paid by either the
Company or the Guarantor.

            (h)   During the term of this Agreement, the Company and the
Guarantor shall furnish to each Agent such relevant documents and certificates
of officers of the Company and the Guarantor relating to the business,
operations and affairs of the Company and the Guarantor, the Registration
Statement, the Prospectus, any amendments thereof or supplements thereto, the
Indentures, the Notes, this Agreement, the Procedures, any Terms Agreement and
the performance by the Company and the Guarantor of their obligations hereunder
or thereunder as any Agent may from time to time reasonably request, and the
Company and the Guarantor shall promptly notify each Agent orally, followed by
written notice, of any downgrading or of the receipt by either of them of any
notice of any intended downgrading in the rating accorded any securities of
either the Company or the Guarantor by Moody's Investors Service, Inc. or
Standard & Poor's Ratings Services or, if one of them no longer rates the
securities of either the Company or the Guarantor, another "nationally
recognized statistical rating organization", as such term is defined for
purposes of Rule 436(g) (2) under the Act.

            (i)   Each time the Registration Statement or the Prospectus is
amended or supplemented (other than by a Pricing Supplement, an amendment or
supplement relating solely to an offering of securities other than the Notes, or
an amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by any Agent, the Company
and the Guarantor will deliver or cause to be delivered forthwith to such Agent
a certificate of the Company and the Guarantor, signed by (A) on behalf of the
Company, the Chairman, the President or any Vice President and by the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary and, (B) on behalf of the Guarantor, the Chairman, any Vice Chairman,
any Vice President, the principal financial officer, the General Counsel, the
Controller, any Deputy Controller or the principal accounting officer and by the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or
another officer or officers acceptable to the Purchasing Agent), dated the date
of the effectiveness of such amendment or the date of filing with the Commission
of such supplement or document, as the case may be, in form reasonably
satisfactory to such Agent, to the effect that the statements contained in the
certificate referred to in Section 5(b) (iii) that was last furnished to such
Agent (either pursuant to Section 5(b) (iii) or pursuant to this Section
4(A)(i)) are true and correct at the time of the effectiveness of such amendment
or the time of filing of such supplement or document, as the case may be, as
though made at and as of such time (except that

                                       10


such statements shall be deemed to relate to the Registration Statement, as
amended at the time of effectiveness of such amendment, and to the Prospectus,
as amended and supplemented at the date of such certificate) or, in lieu of such
certificate, a certificate of the same tenor as the certificate referred to in
Section 5(b) (iii) but modified, if necessary, to relate to the Registration
Statement, as amended at the time of the effectiveness of such amendment, and to
the Prospectus, as amended and supplemented at the date of such certificate.

            (j)   Each time the Registration Statement or the Prospectus is
amended or supplemented (other than by a Pricing Supplement, an amendment or
supplement relating solely to an offering of securities other than the Notes, or
an amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by either Agent, the
Company and the Guarantor shall furnish to or cause to be furnished forthwith to
such Agent the written opinion of the General Counsel -- Capital Markets of the
Guarantor, or other counsel for the Company and/or the Guarantor reasonably
satisfactory to such Agent, dated the date of the effectiveness of such
amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to such Agent, to
the effect set forth in Exhibit C hereto. In lieu of such opinion, counsel last
furnishing such an opinion to such Agent may furnish to such Agent a letter to
the effect that such Agent may rely on such last opinion to the same extent as
though it were dated the date of such letter and authorizing reliance on such
last opinion (except that statements in such last opinion will be deemed to
relate to the Registration Statement, as amended at the time of the
effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such letter).

            (k)   Each time that the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information (other than by a Pricing Supplement, an amendment or supplement
relating solely to an offering of securities other than the Notes, or an
amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by either Agent, the
Guarantor shall cause KPMG LLP, Independent Registered Public Accounting Firm,
forthwith to furnish such Agent a letter, dated the date of the effectiveness of
such amendment or the date of filing of such supplement or document, as the case
may be, in form satisfactory to such Agent, of the same tenor as the letter
referred to in Section 5(b)(iv) hereof but modified to relate to the
Registration Statement and Prospectus, as amended and supplemented to the date
of such letter, with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Guarantor; provided, however, that if the Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate by
reference financial information with respect to a fiscal quarter, KPMG LLP may
limit the scope of such letter to the unaudited financial statements included in
such amendment or supplement.

            (l)   Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to any of you as principal shall be deemed to be an
affirmation that the representations and warranties of the Company and the
Guarantor contained in or made pursuant to this Agreement are true and correct
in all material respects at the time of such acceptance or sale, as the case may
be, as though made at and as of such time, and an undertaking that such
representations and warranties will be true and correct in all material respects
at the time of delivery to the purchaser or his agent, or an Agent, or any of
you acting as principal, of the Notes

                                       11


relating to such acceptance, as the case may be, as though made at and as of
such time (and it is understood that such representations and warranties shall
relate to the Registration Statement and the Prospectus as amended and
supplemented to each such time).

            (m)   Anything to the contrary in this Section 4 notwithstanding,
if, at the time of any required notice, amendment or supplement to the
Registration Statement or the Prospectus, the Company shall have instructed the
Agents to suspend solicitation of offers to purchase the Notes in each Agent's
capacity as Agent of the Company and any Agent does not then hold any Notes
acquired by it as principal pursuant to a Terms Agreement, neither the Company
nor the Guarantor shall be obligated to furnish or cause to be furnished any
notice, certificate, opinion or letter otherwise required until such time as it
shall determine that solicitation of offers to purchase the Notes should be
resumed; and provided, further, that, prior to resuming such solicitation the
Agents shall be entitled to receive any such notices, certificates, opinions or
letters not previously furnished, accurate as of the date of such notice,
certificate, opinion or letter.

            (n)   The Company, the Guarantor and their respective affiliates
will comply with the provisions of U.S. Treasury Regulations
1.163-5(c)(2)(i)(D)(1) and (2).

            (o)   If any issue of Euro Medium-Term Notes is to be listed on the
Luxembourg Stock Exchange, as specified in the applicable Pricing Supplement,
the Company and the Guarantor will use their best efforts to obtain the listing
of such issue of Euro Medium-Term Notes on the Luxembourg Stock Exchange, to
furnish to such Exchange all documents, information and undertakings that may be
reasonably necessary in order to effect such listing, and to cause such listing
to be continued so long as any of the Euro Medium-Term Notes of such issue
remain outstanding.

            (p)   The Company, the Guarantor or their respective designated
agent(s) shall submit such reports or information as may be required from time
to time by applicable law, regulations and guidelines promulgated by Japanese
governmental and regulatory authorities in respect of the issue and purchase of
Notes denominated in Japanese yen.

            (B)   Each Agent represents to and agrees with the Company and the
Guarantor that:

            (a)   Except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"), (i) it has not offered or sold, and during
the restricted period will not offer or sell, Euro Medium-Term Notes to a person
who is within the United States or its possessions or to a United States person,
and (ii) it has not delivered and will not deliver within the United States or
its possessions definitive Euro Medium-Term Notes that are sold during the
restricted period.

            (b)   It has and throughout the restricted period will have in
effect procedures reasonably designed to ensure that its employees or agents who
are directly engaged in selling Euro Medium-Term Notes are aware that such Euro
Medium-Term Notes may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or to a United States
person, except as permitted by the D Rules.

                                       12


            (c)   If it is a United States person, it represents that it is
acquiring the Euro Medium-Term Notes for purposes of resale in connection with
their original issuance, and if it retains Euro Medium-Term Notes for its own
account, it will only do so in accordance with the requirements of U.S. Treas.
Reg. Section 1.163-5(c)(2)(i)(D)(6).

            (d)   With respect to each of its affiliates that acquires Euro
Medium-Term Notes from it for the purpose of offering or selling such Euro
Medium-Term Notes during the restricted period, it repeats and confirms the
representations and agreements contained in Sections 4(B)(a), (b) and (c) on
such affiliate's behalf.

            (e)   It has not entered and will not enter into any contractual
arrangement with respect to the distribution or delivery of Euro Medium-Term
Notes, except with their affiliates or with the prior written consent of the
Company and the Guarantor.

            Terms used in this Section 4(B) have the meanings given to them by
the U.S. Internal Revenue Code and regulations thereunder, including the D
Rules. For these purposes, the "restricted period" with respect to a Euro
Medium-Term Note generally ends upon the expiration of the 40-day period
beginning on the issue date of such Euro Medium-Term Note, unless the
International Agent holds such Euro Medium-Term Note as part of an unsold
allotment or subscription, in which case the "restricted period" continues for
so long as the International Agent holds such Euro Medium-Term Note.

            (f)   It has not offered or sold and, prior to the expiration of the
period of six months from the date of issue of any Notes having a maturity of
one year or greater, will not offer or sell any Notes 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
for purposes of the Public Offers of Securities Regulations 1995.

            (g)   It has complied and will comply with all applicable provisions
of the Financial Services and Markets Act 2000 ("FSMA") with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.

            (h)   It has only communicated or caused to be communicated and it
will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of FSMA)
received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of FSMA does not apply to either the
Company or the Guarantor.

            (i)   It will not offer or sell any Notes 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.

                                       13


            5. Conditions to the Obligations of the Agents. Each Agent's
obligations to solicit offers to purchase Notes as agent of the Company, any of
your obligations to purchase Notes as principal pursuant to any Terms Agreement
or otherwise and the obligation of any other Purchaser to purchase Notes from
the Company will be subject to the accuracy in all material respects of the
representations and warranties on the part of the Company and the Guarantor
herein contained, to the accuracy of the statements of the officers of the
Company and the Guarantor made in each certificate furnished pursuant to the
provisions hereof and to the performance and observance by the Company and the
Guarantor of all covenants and agreements herein contained on their part to be
performed and observed (in the case of any Agent's obligations to solicit offers
to purchase Notes, at the time of such solicitation, and, in the case of any
Purchaser's obligation to purchase Notes, at the time the Company accepts the
offer to purchase such Notes and at the time of purchase) and (in each case) to
the following additional conditions precedent when and as specified:

            (a)   On the corresponding Settlement Date:

                  (i)   There shall not have occurred any change in or affecting
      particularly the business or properties of the Company, the Guarantor and
      their respective affiliates from that set forth in the Registration
      Statement, as amended or supplemented, that, in the Agent's judgment,
      makes it impracticable to market the Notes on the terms and in the manner
      contemplated in the Prospectus except, in the case of any purchase of
      Notes by any Agent as principal, as disclosed to such Agent in writing by
      the Company and the Guarantor before the Company accepted the offer to
      purchase such Notes.

                  (ii)  (A) With respect to the Medium-Term Notes: There shall
      not have occurred any (x) suspension or material limitation of trading in
      securities generally on the New York Stock Exchange, or any setting of
      minimum prices for trading on such exchange, or any suspension of trading
      of any securities of either the Company or the Guarantor on any exchange
      (whether U.S. or foreign) or in the over-the-counter market, (y)
      declaration of a general moratorium on commercial banking activities in
      New York by either federal or New York state authorities or exchange
      controls shall have been imposed by the United States or by any country
      the currency of which will be used to make any payment in respect of the
      Notes or (z) any outbreak or escalation of major hostilities in which the
      United States is involved, any declaration of war by Congress or any other
      substantial national or international calamity or emergency that, in the
      Agent's judgment, is material and adverse and, in the case of any of the
      events described in clauses (ii)(A)(x) through (z), such event makes it,
      in the Agent's judgment, impracticable to market the Notes on the terms
      and in the manner contemplated by the Prospectus, as amended or
      supplemented, except, in the case of any purchase of Notes by any Agent as
      principal, for any such event occurring before the Company accepted the
      offer to purchase such Notes.

                        (B) With respect to the Euro Medium-Term Notes: There
      shall not have occurred any (x) suspension or material limitation of
      trading in securities generally on the New York Stock Exchange, London
      Stock Exchange or Luxembourg Stock Exchange, or any setting of minimum
      prices for trading on such exchange, or any suspension of trading of any
      securities of the Company or the Guarantor on any exchange

                                       14


      (whether U.S. or foreign) or in the over-the-counter market, (y)
      declaration of a general moratorium on commercial banking activities in
      New York by either federal or New York state authorities or by bank
      regulatory authorities in London or Luxembourg, or exchange controls shall
      have been imposed by the United States or by any country the currency of
      which will be used to make any payment in respect of the Notes or (z) any
      outbreak or escalation of major hostilities in which the United States or
      the United Kingdom is involved, any declaration of war by Congress or
      Parliament or any other substantial national or international calamity or
      emergency that, in the Agent's judgment, is material and adverse and, in
      the case of any of the events described in clauses (ii)(B)(x) through (z),
      such event makes it, in the Agent's judgment, impracticable to market the
      Notes on the terms and in the manner contemplated by the Prospectus, as
      amended or supplemented, except, in the case of any purchase of Notes by
      any Agent as principal, for any such event occurring before the Company
      accepted the offer to purchase such Notes.

                  (iii) There shall not have been any downgrading, nor any
      notice given of any intended downgrading, in the rating accorded any
      securities of either the Company or the Guarantor by Moody's Investor
      Service or Standard & Poor's Ratings Services or, if one of them no longer
      rates the securities of either the Company or the Guarantor, another
      "nationally recognized statistical rating organization", as such term is
      defined for purposes of Rule 436(g) (2) under the Act, except, in the case
      of any purchase of Notes by any Agent as principal, as disclosed to the
      Agent in writing by the Company and the Guarantor before the Company
      accepted the offer to purchase such Notes.

            (b)   On the Commencement Date and, if called for by any agreement
by any Agent to purchase Notes as principal, on the corresponding Settlement
Date:

                  (i)   The Company and the Guarantor shall have furnished to
      each Agent the opinion of the General Counsel -- Capital Markets of the
      Guarantor (or other counsel for the Company and/or the Guarantor
      reasonably acceptable to the Agent) on the Commencement Date, and, on the
      Settlement Date will furnish the opinion of the General Counsel -- Capital
      Markets of the Guarantor (or other counsel for the Company and/or the
      Guarantor reasonably acceptable to such Agent) and, if called for by a
      Terms Agreement, the opinion of other counsel, dated the Commencement Date
      or the Settlement Date, as the case may be, to the effect set forth in
      Exhibit H hereto.

                  (ii)  Each Agent shall have received from Cleary Gottlieb
      Steen & Hamilton LLP, counsel for the Agents (or other counsel reasonably
      acceptable to such Agent, the Company and the Guarantor), an opinion dated
      the Commencement Date or the Settlement Date, as the case may be, to the
      effect set forth in Exhibit I hereto.

                  (iii) The Company and the Guarantor shall have furnished to
      the Agent a certificate of the Company and the Guarantor, signed by (A) on
      behalf of the Company, the Chairman, the President or any Vice President
      and by the Treasurer, any Assistant Treasurer, the Controller, the
      Secretary or any Assistant Secretary and, (B) on behalf of the Guarantor,
      the Chairman, any Vice Chairman, any Vice President, the principal
      financial officer, the General Counsel, the Controller, any Deputy
      Controller or the principal accounting officer and by the Treasurer, any
      Assistant Treasurer, the Secretary

                                       15


      or any Assistant Secretary (or another officer or officers acceptable to
      such Agent), dated the Commencement Date or the Settlement Date, as the
      case may be, to the effect that each signatory of such certificate has
      carefully examined the Registration Statement, as amended as of the date
      of such certificate, the Prospectus, as amended and supplemented as of the
      date of such certificate, and this Agreement and that:

                          (A) the representations and warranties of the Company
                  and the Guarantor in this Agreement are true and correct in
                  all material respects on and as of the date of such
                  certificate with the same effect as if made on the date of
                  such certificate and the Company and the Guarantor have
                  complied in all material respects with all the agreements and
                  satisfied in all material respects all the conditions on their
                  part to be performed or satisfied as a condition to the
                  obligations of such Agent under this Agreement;

                          (B) no stop order suspending the effectiveness of the
                  Registration Statement has been issued and no proceedings for
                  that purpose have been instituted or, to their knowledge, have
                  been threatened or communicated; and

                          (C) since the date of the most recent financial
                  statements included in the Prospectus, as amended and
                  supplemented, there has been no material adverse change in the
                  consolidated financial condition or results of operations of
                  the Guarantor and its subsidiaries, taken as a whole, which is
                  not disclosed in the Prospectus, as amended or supplemented.

                  (iv)  KPMG LLP or another nationally recognized independent
      registered public accounting firm shall have furnished to each Agent a
      letter or letters, dated the Commencement Date or the Settlement Date, as
      the case may be, in form and substance reasonably satisfactory to such
      Agent, to the effect set forth in Exhibit J and Exhibit K hereto.

                  (v)   The Company and the Guarantor shall have furnished to
      each Agent such appropriate further information, certificates and
      documents as such Agent may reasonably request.

            6. Indemnification and Contribution. (a) The Company and the
Guarantor will indemnify and hold harmless each of you against any losses,
claims, damages or liabilities, joint or several, to which each of you may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement when it became effective, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse each of you for
any legal or other expenses reasonably incurred by you in connection with
investigating or defending against such loss, claim damage, liability or action;
provided, however, that (i) neither the Company nor the

                                       16


Guarantor shall be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by or on behalf of any of you specifically for use in
the preparation thereof, and (ii) such indemnity with respect to any Preliminary
Prospectus, the Prospectus or any preliminary supplemental prospectus, shall not
inure to the benefit of any of you (or any person controlling you) if the
Company and the Guarantor shall have delivered sufficient quantities of the
Prospectus, as amended and supplemented, to you within a reasonable time prior
to the earlier of the delivery of the written confirmation of the sale of such
Notes or the delivery of such Notes to the person asserting such loss, claim,
damage, liability or action for which indemnification is sought, and the
Prospectus as so amended and supplemented (excluding documents incorporated by
reference) was not sent or given to such person by you at or prior to the
earlier of the delivery of the written confirmation of the sale of such Notes or
the delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such Preliminary Prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in the
Prospectus, as so amended and supplemented, provided to you.

            (b)   Each Agent will indemnify and hold harmless the Company and
the Guarantor against any losses, claims, damages or liabilities to which either
the Company or the Guarantor may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any part of the Registration Statement
when it became effective, the Prospectus, or any amendment or supplement
thereto, or any related Preliminary Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made therein in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by or on behalf of any Agent specifically for use in
the preparation thereof, and will reimburse the Company and the Guarantor for
any legal or other expenses reasonably incurred by either of them in connection
with investigating or defending against any such loss, claim, damage, liability
or action.

            (c)   Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any liability
which the indemnifying party may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall

                                       17


not be liable to such indemnified party under such subsection for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.

            (d)   If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and by each of you on the other
from the offering of the Notes from which such losses, claims, damages or
liabilities arose, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and the Guarantor on the one hand and by each of you on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and by each of you on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Notes from
which such losses, claims, damages or liabilities arose (before deducting
expenses) received by the Company bear to the total commissions received by each
of you in connection with such offering. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantor or by any of you
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company, the Guarantor and each of you agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were to be determined
by pro rata allocation (even if you were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to in the first sentence of this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim (which shall be limited as provided in subsection (c) above if the
indemnifying party has assumed the defense of any such action in accordance with
the provisions thereof) which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), none of you shall be
required to contribute any amount in excess of the amount by which the total
price at which the Notes sold by the Company from which such losses, claims,
damages or liabilities arose pursuant to offers solicited by you were offered to
the public exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Agents'
obligations in this subsection (d) to contribute shall be several in proportion
to their respective underwriting obligations and not joint. Promptly after
receipt by an indemnified party under this subsection (d) of the notice of the
commencement of any action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this subsection
(d), such indemnified party shall notify the

                                       18


indemnifying party in writing of the commencement thereof if the notice
specified in subsection (c) above has not been given with respect to such
action; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this subsection (d).

            (e)   The obligations of the Company and the Guarantor under this
Section 6 shall be in addition to any liability which the Company and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any of you within the meaning
of the Act or the Exchange Act; and the obligations of each of you under this
Section 6 shall be in addition to any liability which you may otherwise have and
shall extend, upon the same terms and conditions, to each director of the
Company and the Guarantor (including any person who, with his or her consent, is
named in the Registration Statement as about to become a director of either the
Company or the Guarantor), to each officer of the Company and the Guarantor who
has signed the Registration Statement and to each person, if any, who controls
the Company or the Guarantor within the meaning of the Act or the Exchange Act.

            7. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 7. This Agreement may be terminated by
either the Company and the Guarantor as to any Agent, or by any Agent, insofar
as this Agreement relates to such Agent, by giving written notice of such
termination to such Agent or the Company and the Guarantor, as the case may be.
The termination of this Agreement shall not require termination of any agreement
by any of you to purchase Notes as principal, and the termination of any such
Agreement shall not require termination of this Agreement. If this Agreement is
terminated, neither the Company and the Guarantor, on the one hand, nor any
Agent, on the other hand, shall have any liability to each other, except as
provided in the first sentence of the fourth paragraph of Section 2(a), the last
proviso of Section 4(A)(b), and Sections 4(A)(g), 4(A)(h), 6, 8 and 11, and
except that, if at the time of termination an offer to purchase any of the Notes
has been accepted by the Company but the time of delivery to the purchaser or
its agent of the Note or Notes relating thereto has not occurred, the
representations and warranties of the Company and the Guarantor stated in
Section 2 and the Company's obligations under the U.S. Procedures and the Euro
Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b), 4(A)(c), 4(A)(e), 4(A)(i),
4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o), 4(A)(q), 4(A)(r) and 5 shall also
remain in full force and effect and not be terminated until the delivery of such
Notes.

            8. Representations and Indemnities to Survive. With respect to any
Agent's solicitation of offers to purchase Notes as agent of the Company or any
of your obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, the respective agreements, representations, warranties,
indemnities and other statements of the Company and the Guarantor or their
officers and of any of you set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of you, the Company, the Guarantor or any of the officers, directors or
controlling persons referred to in Section 6 hereof, and will survive delivery
of and payment for the Notes for a period extending to the earlier of (i) three
years from the corresponding Settlement Date for such Notes or (ii) the
expiration of any applicable statute of limitations governing such solicitation
or purchase of Notes.

                                       19


            9. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to an Agent, will be mailed, delivered
or telegraphed and confirmed to such Agent, at the address specified in Schedule
I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at Citigroup Funding Inc., 388 Greenwich Street, 38th Floor,
New York, New York 10013, Attention: Treasurer; and if sent to the Guarantor,
will be mailed, delivered or telegraphed and confirmed to it at Citigroup Inc.,
425 Park Avenue, 2nd Floor, New York, New York 10043, Attention: General Counsel
- -- Capital Markets.

            10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 6 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 6 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof except to the extent provided for in Section 5
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No Purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of any of you hereunder may not be assigned without the prior
written consent of the Company and the Guarantor.

            11. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.

            12. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.

                                       20


            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Guarantor and you.

                               Very truly yours,

                               CITIGROUP FUNDING INC.

                               By: /s/ GEOFFREY S. RICHARDS
                                   --------------------------------------
                                   Name:  Geoffrey S. Richards
                                   Title: Vice President and Assistant Treasurer

                               CITIGROUP INC.

                               By: /s/ CHARLES E. WAINHOUSE
                                   --------------------------------------
                                   Name:  Charles E. Wainhouse
                                   Title: Assistant Treasurer

The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

By: /s/ RAMESH K. MENON
    ------------------------------
    Name:  Ramesh K. Menon
    Title: Managing Director

CITIGROUP GLOBAL MARKETS LIMITED

By: /s/ SCOTT FREIDENRICH
    ------------------------------
    Name: Scott Freidenrich
    Title:  Authorized Signatory

                                       21


                                                                       EXHIBIT A

                             CITIGROUP FUNDING INC.

       Medium-Term Notes, Series A and Series B, Administrative Procedures

                                  June 1, 2005

            The Medium-Term Notes, Series A (the "Series A Notes") and
Medium-Term Notes, Series B (the "Series B Notes," and, together with the Series
A Notes, the "Notes") of Citigroup Funding Inc. (the "Company"), fully and
unconditionally guaranteed by (the "Guarantee") Citigroup Inc. (the
"Guarantor"), are to be offered on a continuing basis. Citigroup Global Markets
Inc. has agreed, as agent, to solicit purchases of Notes issued in fully
registered form. (The term "Agent" when used in these Administrative Procedures,
means Citigroup Global Markets Inc.) The Agent will not be obligated to purchase
Notes for its own account. The Notes are being sold pursuant to a Global Selling
Agency Agreement among the Company, the Guarantor, and the agents named therein
(including the Agent) dated the date hereof (the "Agency Agreement"). The Notes
have been registered with the Securities and Exchange Commission (the
"Commission"). JPMorgan Chase Bank, N.A. is the trustee under the Indenture,
dated as of June 1, 2005, under which the Series A Notes will be issued (the
"Senior Debt Indenture"). Deutsche Bank Trust Company Americas is the trustee
(together with JPMorgan Chase Bank, N.A., the "Trustees") under the Indenture,
dated as of June 1, 2005, under which the Series B Notes will be issued (the
"Subordinated Debt Indenture," and, together with the Senior Debt Indenture, the
"Indentures"). The Series A Notes will constitute part of the senior debt of the
Company and will rank equally with all other unsecured and unsubordinated debt
of the Company. The Guarantee of the Series A Notes will constitute part of the
senior debt of the Guarantor and will rank equally with all other unsecured and
unsubordinated debt of the Guarantor. The Series B Notes will be subordinate and
junior in the right of payment to all Citigroup Funding Senior Indebtedness, to
the extent and in the manner set forth in the Subordinated Debt Indenture. The
Guarantee of the Series B Notes will be subordinate and junior in the right of
payment to all Citigroup Senior Indebtedness, to the extent and in the manner
set forth in the Subordinated Debt Indenture.

            The Agency Agreement provides that Notes may also be purchased by
the Agent acting solely as principal and not as agent. In the event of any such
purchase, the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by the Agent acting
solely as principal, unless otherwise agreed to between the Company, the
Guarantor and the Agent acting as principal.

            Each Note will be represented by either a Global Security (as
defined hereinafter) or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Each Global Security
representing Series A Notes will be delivered to Citibank, N.A., and each Global
Security representing Series B Notes will be delivered to Deutsche Bank Trust
Company Americas, each acting as agent for The Depository Trust Company or any
successor depositary selected by the Company ("DTC", which term, as used herein,
includes any successor depositary selected by the Company), and will be recorded
in the

                                       A-1


book-entry system maintained by DTC (a "Book-Entry Note"). An owner of a
Book-Entry Note will not be entitled to receive a certificate representing such
Note.

            The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Notes and the details of their
delivery. The term "Trustees" as used in these procedures means the Trustees and
any other agents appointed by the Trustees or the Company.

            Administrative procedures and specific terms of the offering are
explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures, the
Agency Agreement, the Notes or the Prospectus Supplement relating to the Notes
shall be used herein as therein defined. Notes for which interest is calculated
on the basis of a fixed interest rate, which may be zero, are referred to herein
as "Fixed Rate Notes". Notes for which interest is calculated on the basis of a
floating interest rate are referred to herein as "Floating Rate Notes". To the
extent the procedures set forth below conflict with the provisions of the Notes,
the Indentures, DTC's operating requirements or the Agency Agreement, the
relevant provisions of the Notes, the Indentures, DTC's operating requirements
and the Agency Agreement shall control.

                                     PART I

                          Administrative Procedures for
                                Book-Entry Notes

            In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Citibank, N.A. and
Deutsche Bank Trust Company Americas (together, the "DTC Agents") will perform
the custodial, document control and administrative functions described below for
the Series A Notes and the Series B Notes, respectively. Citibank, N.A. will
perform such functions in accordance with its respective obligations under a
Letter of Representations from the Company and Citibank, N.A. to DTC dated as of
the date hereof and a Medium-Term Note Certificate Agreement between Citibank,
N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its
obligations as a participant in DTC, including DTC's Same-Day Funds Settlement
system ("SDFS"). Deutsche Bank Trust Company Americas will perform such
functions in accordance with its respective obligations under a Letter of
Representations from the Company and Deutsche Bank Trust Company Americas to DTC
dated as of the date hereof and a Certificate Agreement between DTC and Deutsche
Bank Trust Company Americas, dated as of December 5, 1997 and as amended to
date, and its obligations as a participant in DTC, including DTC's SDFS.

                                       A-2


Issuance:                 On any date of settlement (as defined under
                          "Settlement" below) for one or more Book-Entry Notes,
                          the Company will issue a single global security in
                          fully registered form without coupons (a "Global
                          Security") representing up to U.S $500,000,000
                          principal amount of all such Book-Entry Notes of the
                          same Series that have the same Original Issue Date,
                          Original Issue Discount provisions, if any, Interest
                          Payment Dates, Regular Record Dates, Interest Payment
                          Period, redemption repayment and extension provisions,
                          if any, Stated Maturity, and, in the case of Fixed
                          Rate Notes, interest rate, and amortization schedule,
                          if any, or, in the case of Floating Rate Notes,
                          Initial Interest Rate, Base Rate, Index Maturity,
                          Interest Reset Period, Interest Reset Dates, Spread
                          and/or Spread Multiplier, if any, Minimum Interest
                          Rate, if any, and Maximum Interest Rate, if any and,
                          in each case, any other relevant terms (collectively,
                          the "Terms"). Each Global Security will be dated and
                          issued as of the date of its settlement. Each Global
                          Security will bear an Original Issue Date, which will
                          be (i) with respect to an original Global Security (or
                          any portion thereof), the Original Issue Date
                          specified in such Global Security and (ii) following a
                          consolidation of Global Securities, with respect to
                          the Global Security resulting from such consolidation,
                          the most recent Interest Payment Date to which
                          interest has been paid or duly provided for on the
                          predecessor Global Securities, regardless of the date
                          of authentication of such resulting Global Security.
                          No Global Security will represent (i) both Fixed Rate
                          and Floating Rate Book-Entry Notes, (ii) any
                          Certificated Note, or (iii) both Series A Notes and
                          Series B Notes.

Identification Numbers:   The Company has arranged with the CUSIP Service Bureau
                          of Standard & Poor's Ratings Services (the "CUSIP
                          Service Bureau") for the reservation of two Series of
                          CUSIP numbers, one for Series A Notes and one for
                          Series B Notes, each of which series consists of
                          approximately 900 CUSIP numbers and relates to Global
                          Securities representing Book-Entry Notes and
                          book-entry medium-term notes issued by the Company
                          with other Series designations. The DTC Agents, the
                          Company and DTC have obtained from the CUSIP Service
                          Bureau a written list of such reserved CUSIP numbers.
                          The DTC Agents will assign CUSIP numbers to Global
                          Securities as described below under Settlement
                          Procedure "B". DTC will notify the CUSIP Service
                          Bureau periodically of the CUSIP numbers that the DTC
                          Agents have assigned to Global Securities. Each DTC
                          Agent will notify the Company at any time when fewer
                          than 100 of the reserved CUSIP numbers remain
                          unassigned to Global Securities, and, if it deems
                          necessary, the Company will reserve additional CUSIP
                          numbers for assignment to Global Securities. Upon
                          obtaining such additional CUSIP numbers, the Company
                          shall deliver a list of such additional CUSIP numbers
                          to either or both DTC Agents, as needed, and to DTC.

                                       A-3


Registration:             Global Securities will be issued only in fully
                          registered form without coupons. Each Global Security
                          will be registered in the name of CEDE & CO., as
                          nominee for DTC, on the securities register for the
                          Notes (the "Securities Register") maintained under the
                          Indentures. The beneficial owner of a Book-Entry Note
                          (or one or more indirect participants in DTC
                          designated by such owner) will designate one or more
                          participants in DTC (with respect to such Book-Entry
                          Note, the "Participants") to act as agent or agents
                          for such owner in connection with the book-entry
                          system maintained by DTC, and DTC will record in
                          book-entry form, in accordance with instructions
                          provided by such Participants, a credit balance with
                          respect to such beneficial owner in such Book-Entry
                          Note in the account of such Participants. The
                          ownership interest of such beneficial owner (or such
                          participant) in such Book-Entry Note will be recorded
                          through the records of such Participants or through
                          the separate records of such Participants and one or
                          more indirect participants in DTC.

Transfers:                Transfers of a Book-Entry Note will be accomplished by
                          book entries made by DTC and, in turn, by Participants
                          (and in certain cases, one or more indirect
                          participants in DTC) acting on behalf of beneficial
                          transferors and transferees of such Note.

Exchanges:                Each DTC Agent may deliver to DTC and the CUSIP
                          Service Bureau at any time a written notice of
                          consolidation (a copy of which shall be attached to
                          the resulting Global Security described below)
                          specifying (i) the CUSIP numbers of two or more
                          outstanding Global Securities that represent (A) Fixed
                          Rate Book-Entry Notes of the same Series and having
                          the same Terms and for which interest has been paid to
                          the same date or (B) Floating Rate Book-Entry Notes of
                          the same Series and having the same Terms and for
                          which interest has been paid to the same date, (ii) a
                          date, occurring at least thirty days after such
                          written notice is delivered and at least thirty days
                          before the next Interest Payment Date for such
                          Book-Entry Notes, on which such Global Securities
                          shall be exchanged for a single replacement Global
                          Security and (iii) a new CUSIP number to be assigned
                          to such replacement Global Security. Upon receipt of
                          such a notice, DTC will send to its participants
                          (including the DTC Agent for such replacement Global
                          Security) a written reorganization notice to the
                          effect that such exchange will occur on such date.
                          Prior to the specified exchange date, such DTC Agent
                          will deliver to the CUSIP Service Bureau a written
                          notice setting forth such exchange date and such new
                          CUSIP number and stating that, as of such exchange
                          date, the CUSIP numbers of the Global Securities to be
                          exchanged will no longer be valid. On the specified
                          exchange date, such DTC Agent will exchange such
                          Global Securities for a single Global Security bearing
                          the new CUSIP number and a new Original Issue Date,
                          which shall be the last date to which interest has
                          been paid on the underlying

                                       A-4


                          Book-Entry Notes, and the CUSIP numbers of the
                          exchanged Global Securities will, in accordance with
                          CUSIP Service Bureau procedures, be canceled and not
                          immediately reassigned. Upon such exchange, the DTC
                          Agent will mark the predecessor Global Security
                          "canceled", make appropriate entries in the DTC
                          Agent's records and destroy such canceled Global
                          Security in accordance with the terms of the Indenture
                          and deliver a certificate of destruction to the
                          Company. Notwithstanding the foregoing, if the Global
                          Securities to be exchanged exceed U.S $500,000,000 in
                          aggregate principal amount, one Global Security will
                          be authenticated and issued to represent each U.S.
                          $500,000,000 of principal amount of the exchanged
                          Global Securities and an additional Global Security
                          will be authenticated and issued to represent any
                          remaining principal amount of such Global Securities
                          (see "Denominations" below).

Maturities:               Each Book-Entry Note will mature on a date nine months
                          or more after the issue date for such Note, except in
                          the case of indexed Notes, for which the maturity may
                          be shorter. A Floating Rate Book-Entry Note will
                          mature only on an Interest Payment Date for such Note.
                          Any Note denominated in Japanese yen will mature on a
                          date not less than one year from the Original Issue
                          Date (as defined below) for such Note. Any Note
                          denominated in Pounds Sterling will mature on a date
                          not less than one year, nor more than five years,
                          after its Original Issue Date.

Denominations:            Book-Entry Notes will be issued in principal amounts
                          of U.S.$1,000 or any amount in excess thereof that is
                          an integral multiple of U.S.$1,000. If Book-Entry
                          Notes are denominated in a Specified Currency other
                          than U.S. dollars, the denominations of such Notes
                          will be determined pursuant to the provisions of the
                          applicable Pricing Supplement. Global Securities will
                          be denominated in principal amounts not in excess of
                          U.S.$500,000,000 (or the equivalent thereof). If one
                          or more Book-Entry Notes having an aggregate principal
                          amount in excess of U.S.$500,000,000 (or the
                          equivalent thereof) would, but for the preceding
                          sentence, be represented by a single Global Security,
                          then one Global Security will be authenticated and
                          issued to represent each U.S.$500,000,000 principal
                          amount (or the equivalent thereof) of such Book-Entry
                          Note or Notes and an additional Global Security will
                          be authenticated and issued to represent any remaining
                          principal amount of such Book-Entry Note or Notes. In
                          such a case, each of the Global Securities
                          representing such Book-Entry Note or Notes shall be
                          assigned the same CUSIP number.

                                       A-5


Notice of Redemption      Each DTC Agent will, with respect to the Notes for
Dates:                    which it is Trustee, give notice to DTC prior to each
                          Redemption Date (as specified in the Note) if any at
                          the time and in the manner set forth in the Letter.

Interest:                 General. Unless otherwise indicated in the applicable
                          Pricing Supplement, interest, if any, on each
                          Book-Entry Note will accrue from the Original Issue
                          Date (or such other date on which interest otherwise
                          begins to accrue, if different than the Original Issue
                          Date) of the Global Security representing such
                          Book-Entry Note for the first interest period or the
                          last date to which interest has been paid, if any, for
                          each subsequent interest period, on the Global
                          Security representing such Book-Entry Note, and will
                          be calculated and paid in the manner and on the
                          Interest Payment Dates described in such Book-Entry
                          Note and in the Prospectus (as defined in the Agency
                          Agreement), as supplemented by the applicable Pricing
                          Supplement. Each payment of interest on a Book-Entry
                          Note will include interest accrued to but excluding
                          the Interest Payment Date; provided that in the case
                          of Floating Rate Notes that reset daily or weekly,
                          interest payments will include interest accrued to but
                          excluding the next preceding Regular Record Date,
                          except that at stated Maturity, the interest payable
                          will include interest accrued to, but excluding, the
                          Maturity. Interest payable at the Maturity of a
                          Book-Entry Note will be payable to the Person to whom
                          the principal of such Note is payable. Standard &
                          Poor's Ratings Services will use the information
                          received in the pending deposit message described
                          under Settlement Procedure "C" below in order to
                          include the amount of any interest payable and certain
                          other information regarding the related Global
                          Security in the appropriate (daily or weekly) bond
                          report published by Standard & Poor's Ratings
                          Services.

                          Regular Record Dates. The Regular Record Date with
                          respect to any Interest Payment Date for a
                          Floating-Rate Note, Fixed Rate Note or Indexed Rate
                          Note shall be the date (whether or not a Business Day)
                          fifteen calendar days immediately preceding such
                          Interest Payment Date.

Payments of Principal     Payment of Interest Only. Promptly after each Regular
and Interest:             Record Date, the DTC Agent for each Global Security
                          will deliver to the Company and DTC a written notice
                          setting forth, by CUSIP number, the amount of interest
                          to be paid on each Global Security on the following
                          Interest Payment Date (other than an Interest Payment
                          Date coinciding with Maturity) and the total of such
                          amounts. DTC will confirm the amount payable on each
                          Global Security on such Interest Payment Date by
                          reference to the appropriate (daily or weekly) bond
                          reports published by Standard & Poor's Ratings
                          Services. The Company will pay to the Trustee for the
                          Notes represented by such

                                       A-6


                          Global Security the total amount of interest due on
                          such Interest Payment Date (other than at Maturity),
                          and such Trustee will pay such amount to DTC at the
                          times and in the manner set forth below under "Manner
                          of Payment". If any Interest Payment Date for a
                          Book-Entry Note is not a Business Day, the payment due
                          on such day shall be made on the next succeeding
                          Business Day and no interest shall accrue as a result
                          of such delayed payment.

                          Payments at Maturity or Upon Redemption. On or about
                          the first Business Day of each month, each DTC Agent
                          will, with respect to the Global Securities for which
                          it acts as DTC Agent, deliver to the Company, DTC and
                          the applicable Trustee a written list of principal and
                          interest to be paid on each Global Security maturing
                          either at Maturity or on a Redemption Date in the
                          following month. The DTC Agent for each Global
                          Security, the Company and DTC will confirm the amounts
                          of such principal and interest payments with respect
                          to each such Global Security on or about the fifth
                          Business Day preceding the Maturity Date or Redemption
                          Date of such Global Security. On or before such
                          Maturity or Redemption, the Company will pay to the
                          Trustee for the Notes represented by such Global
                          Security the principal amount of such Global Security,
                          together with interest due at such Maturity. Such
                          Trustee will pay such amount to DTC at the times and
                          in the manner set forth below under "Manner of
                          Payment". If any Maturity of a Global Security
                          representing Book-Entry Notes is not a Business Day,
                          the payment due on such day shall be made on the next
                          succeeding Business Day and no interest shall accrue
                          on such payment for the period from and after such
                          Maturity Date or Redemption Date. Promptly after
                          payment to DTC of the principal and interest due on
                          the Maturity Date or on the Redemption Date of such
                          Global Security, the Trustee for such Global Security
                          will cancel and destroy such Global Security in
                          accordance with the applicable Indenture and deliver a
                          certificate of destruction to the Company.

                          Manner of Payment. The total amount of any principal
                          and interest due on Global Securities on any Interest
                          Payment Date or at Maturity or upon redemption shall
                          be paid by the Company to the Trustee for the Notes
                          represented by such Global Security in immediately
                          available funds no later than 9:30 A.M. (New York City
                          time) on such date. The Company will make such payment
                          on such Global Securities by instructing such Trustee
                          to withdraw funds from an account maintained by the
                          Company with the DTC Agent for the Notes represented
                          by such Global Securities. The Company will confirm
                          any such instructions in writing to such Trustee.
                          Prior to 10:00 A.M. (New York City time) on the
                          Maturity Date or as soon as possible thereafter, such
                          Trustee will pay by separate wire transfer (using
                          Fedwire message entry instructions in a form
                          previously

                                       A-7


                          specified by DTC) to an account at the Federal Reserve
                          Bank of New York previously specified by DTC, in funds
                          available for immediate use by DTC, each payment of
                          principal (together with interest thereon) due on a
                          Global Security on such Maturity Date or Redemption
                          Date. On each Interest Payment Date (other than at
                          Maturity), interest payments shall be made to DTC, in
                          same day funds, in accordance with existing
                          arrangements between the relevant DTC Agent and DTC.
                          On each such date, DTC will pay, in accordance with
                          its SDFS operating procedures then in effect, such
                          amounts in funds available for immediate use to the
                          respective Participants in whose names the Book-Entry
                          Notes represented by such Global Securities are
                          recorded in the book-entry system maintained by DTC.
                          None of the Company (as issuer or as paying agent),
                          the Guarantor, the Trustee or such DTC Agent shall
                          have any direct responsibility or liability for the
                          payment by DTC to such Participants of the principal
                          of and interest on the Book-Entry Notes. If an issue
                          of Notes is denominated in a currency other than the
                          U.S. dollar, the Company will make payments of
                          principal and any interest in the currency in which
                          the Notes are denominated (the "foreign currency") or
                          in U.S. dollars. DTC has elected to have all such
                          payments of principal and interest in U.S. dollars
                          unless notified by any of its Participants through
                          which an interest in the Notes is held that it elects,
                          in accordance with and to the extent permitted by the
                          applicable Pricing Supplement and the Note, to receive
                          such payment of principal or interest in the foreign
                          currency. On or prior to the third Business Day after
                          the record date for payment of interest and twelve
                          days prior to the date for payment of principal, such
                          Participant shall notify DTC of (i) its election to
                          receive all, or the specified portion, of such payment
                          in the foreign currency and (ii) its instructions for
                          wire transfer of such payment to a foreign currency
                          account.

                          DTC will notify the applicable Trustee on or prior to
                          the fifth

                                       A-8


                          Business Day after the record date for payment of
                          interest and ten days prior to the date for payment of
                          principal of the portion of such payment to be
                          received in the foreign currency and the applicable
                          wire transfer instructions, and the applicable Trustee
                          shall use such instructions to pay the Participants
                          directly. If DTC does not so notify the applicable
                          Trustee, it is understood that only U.S. dollar
                          payments are to be made. The applicable Trustee shall
                          notify DTC on or prior to the second Business Day
                          prior to payment date of the conversion rate to be
                          used and the resulting U.S. dollar amount to be paid
                          per U.S.$1,000 face amount. In the event that the
                          applicable Trustee's quotation to convert the foreign
                          currency into U.S. dollars is not available, the
                          applicable Trustee shall notify DTC's Dividend
                          Department that the entire payment is to be made in
                          the foreign currency. In such event, DTC will ask its
                          Participants for payment instructions and forward such
                          instructions to the applicable Trustee and the
                          applicable Trustee shall use such instructions to pay
                          the Participants directly.

                          Withholding Taxes. The amount of any taxes required
                          under applicable law to be withheld from any interest
                          payment on a Book-Entry Note will be determined and
                          withheld by the Participant, indirect participant in
                          DTC or other Person responsible for forwarding
                          payments and materials directly to the beneficial
                          owner of such Note.

Procedures upon           Company Notice to Trustee regarding Exercise of
Company's Exercise of     Optional Reset. Not less than 45 or more than 60 days
Optional Reset or         before an Optional Reset Date as set forth in a
Optional Extension of     Book-Entry Note, the Company will notify the Trustee
Maturity:                 for such Book-Entry Note whether it is exercising its
                          option to reset the interest rate or Spread or Spread
                          Multiplier, as the case may be, for such Book-Entry
                          Note, and if so, (i) the new interest rate or Spread
                          or Spread Multiplier, as the case may be, for such
                          Book-Entry Note during the period from such Optional
                          Reset Date to the next Optional Reset Date as set
                          forth in such Book-Entry Note or, if there is no such
                          next Optional Reset Date, to the Stated Maturity of
                          such Book-Entry Note (the "Subsequent Interest
                          Period"); and (ii) the provisions, if any, for
                          redemption of such Book-Entry Note during such
                          Subsequent Interest Period, including the date or
                          dates on which or the period or periods during which
                          such redemption may occur during such Subsequent
                          Interest Period.

                          Company Notice to Trustee regarding Exercise of
                          Optional Extension of Maturity. If the Company elects
                          to exercise an option, as set forth in a Book-Entry
                          Note, to extend the Stated Maturity of such Note, it
                          will so notify the Trustee for such Book-Entry Note no
                          less than 45 or more than 60 days before the Stated
                          Maturity of such Book-Entry

                                       A-9


                          Note, and will further indicate (i) the new Stated
                          Maturity; (ii) the interest rate or Spread or Spread
                          Multiplier, as the case may be, applicable to the
                          extension period; and (iii) the provisions, if any,
                          for redemption of such Book-Entry Note during such
                          extension period, including the date or dates on which
                          or the period or periods during which such redemption
                          may occur during such extension period.

                          Trustee Notice to DTC regarding Company's Exercise of
                          Optional Extension or Reset. Upon receipt of notice
                          from the Company regarding the Company's exercise of
                          either an optional extension of maturity or an
                          optional reset, the Trustee for the Book-Entry Note
                          will hand-deliver a notice to DTC not less than 40
                          days before the Optional Reset Date (in which case a
                          "Reset Notice") or the Stated Maturity (in which case
                          an "Extension Notice"), as the case may be, which
                          Reset Notice or Extension Notice shall identify such
                          Book-Entry Note by CUSIP number and shall contain the
                          information required by the terms of the Book-Entry
                          Note.

                          Trustee Notice to Company regarding Option to be
                          Repaid. If, after receipt of either a Reset Notice or
                          an Extension Notice, DTC exercises the option for
                          repayment by tendering the Global Security
                          representing the Book-Entry Note to be repaid as set
                          forth in such Note, the Trustee for such Book-Entry
                          Note shall give notice to the Company not less than 22
                          days before the Optional Reset Date or the old Stated
                          Maturity, as the case may be, of the principal amount
                          of Book-Entry Notes to be repaid on such Optional
                          Reset Date or old Stated Maturity, as the case may be.

                          Company Notice regarding New Interest Rate or New
                          Spread or Spread Multiplier. If the Company elects to
                          revoke the interest rate or Spread or Spread
                          Multiplier provided for in the Reset Notice and
                          establish a higher interest rate or Spread or Spread
                          Multiplier for an Optional Reset Period or extension
                          period, as the case may be, it shall, not less than 20
                          days before such Optional Reset Date or old Stated
                          Maturity, so notify the Trustee for the affected
                          Book-Entry Note. Such Trustee will immediately
                          thereafter notify DTC of the new interest rate or
                          Spread or Spread Multiplier applicable to such
                          Book-Entry Note.

                          Trustee Notice to Company regarding DTC Revocation of
                          Option to be Repaid. If, after DTC has tendered any
                          Book-Entry Notes for repayment pursuant to an
                          Extension Notice or an Optional Reset Notice, DTC then
                          revokes such tender for repayment, the Trustee for
                          such Book-Entry Notes shall give notice to the Company
                          not less than five days prior to the Stated Maturity
                          or Optional Reset Date, as the case may be, of such
                          revocation and of the principal amount of

                                      A-10


                          Book-Entry Notes for which tender for repayment has
                          been revoked.

                          Deposit of Repayment Price. On or before any old
                          Stated Maturity where the Maturity has been extended,
                          and on or before any Optional Reset Date, the Company
                          shall deposit with the applicable Trustee an amount of
                          money sufficient to pay the principal amount, plus
                          interest accrued to such old Stated Maturity or
                          Optional Reset Date, as the case may be, for all the
                          Book-Entry Notes or portions thereof for which such
                          Trustee serves as Trustee and which are to be repaid
                          on such old Stated Maturity or Optional Reset Date, as
                          the case may be. Such Trustee will use such money to
                          repay such Book-Entry Notes pursuant to the terms set
                          forth in such Notes.

Procedures upon           Company Notice to Trustee regarding Company's Exercise
Company Notice to         of Optional Redemption. At least 45 days prior to the
Trustee regarding         date on which it intends to redeem a Book-Entry Note,
Company's Exercise of     the Company will notify the Trustee for such
Optional Redemption:      Book-Entry Note that it is exercising such option with
                          respect to such Book-Entry Note on such date.

                          Trustee Notice to DTC regarding Company's Exercise of
                          Optional Redemption. After receipt of notice that the
                          Company is exercising its option to redeem a
                          Book-Entry Note, the Trustee for such Book-Entry Note
                          will, at least 30 days before the redemption date for
                          such Book-Entry Note, hand deliver to DTC a notice
                          identifying such Book-Entry Note by CUSIP number and
                          informing DTC of the Company's exercise of such option
                          with respect to such Book-Entry Note.

                          Deposit of Redemption Price. On or before any
                          redemption date, the Company shall deposit with the
                          applicable Trustee an amount of money sufficient to
                          pay the redemption price, plus interest accrued to
                          such redemption date, for all the Book-Entry Notes or
                          portions thereof for which such Trustee serves as
                          Trustee and which are to be repaid on such redemption
                          date. Such Trustee will use such money to repay such
                          Book-Entry Notes pursuant to the terms set forth in
                          such Notes.

Payments of Principal     Trustee Notice to Company of Option to be Repaid. Upon
and Interest Upon         receipt of notice of exercise of the option for
Exercise of Optional      repayment and the Global Securities representing the
Repayment (Except         Book-Entry Notes so to be repaid as set forth in such
Pursuant to Company's     Notes, the Trustee for such Book-Entry Notes shall
Exercise of Optional      (unless such notice was received pursuant to the
Reset or Optional         Company's exercise of an optional reset or an optional
Extension):               extension of maturity, in each of which cases the
                          relevant procedures set forth above are to be
                          followed) give notice to the Company not less than 20
                          days prior to each Optional Repayment Date of such
                          Optional Repayment Date and of the principal amount of
                          Book-Entry Notes to be repaid on such

                                      A-11


                          Optional Repayment Date.

                          Deposit of Repayment Price. On or prior to any
                          Optional Repayment Date, the Company shall deposit
                          with the applicable Trustee an amount of money
                          sufficient to pay the optional repayment price, and
                          accrued interest thereon to such date, of all the
                          Book-Entry Notes or portions thereof which are to be
                          repaid on such date. Such Trustee will use such money
                          to repay such Book-Entry Notes pursuant to the terms
                          set forth in such Notes.

Procedure for Rate        The Company and the Agent will discuss from time to
Setting and Posting:      time the aggregate principal amount of, the issuance
                          price of, and the interest rates to be borne by,
                          Book-Entry Notes that may be sold as a result of the
                          solicitation of orders by the Agent. If the Company
                          decides to set prices of, and rates borne by, any
                          Book-Entry Notes in respect of which the Agent is to
                          solicit orders (the setting of such prices and rates
                          to be referred to herein as "posting") or if the
                          Company decides to change prices or rates previously
                          posted by it, it will promptly advise the Agent of the
                          prices and rates to be posted.

Acceptance and            Unless otherwise instructed by the Company, the Agent
Rejection of Orders:      will advise the Company promptly by telephone of all
                          orders to purchase Book-Entry Notes received by the
                          Agent, other than those rejected by it in whole or in
                          part in the reasonable exercise of its discretion.
                          Unless otherwise agreed by the Company and the Agent,
                          the Company has the right to accept orders to purchase
                          Book-Entry Notes and may reject any such orders in
                          whole or in part.

Preparation of Pricing    If any order to purchase a Book-Entry Note is accepted
Supplement:               by or on behalf of the Company, the Company will
                          prepare a pricing supplement (a "Pricing Supplement")
                          reflecting the terms of such Book-Entry Note, will
                          file ten copies thereof with the Commission in
                          accordance with the applicable paragraph of Rule
                          424(b) under the Act, will deliver such number of
                          copies thereof to the Agent as the Agent shall request
                          and will, on the Agent's behalf, file five copies of
                          such Pricing Supplement with the National Association
                          of Securities Dealers, Inc. (the "NASD"). The Agent
                          will cause a Prospectus and such Pricing Supplement to
                          be delivered to the purchaser of such Book-Entry Note.

                          In each instance that a Pricing Supplement is
                          prepared, the Agent will affix the Pricing Supplement
                          to the Prospectuses prior to their use. Outdated
                          Pricing Supplements and the Prospectuses to which they
                          are attached (other than those retained for files)
                          will be destroyed.

                          Copies of the appropriate number of Pricing
                          Supplements shall be delivered to the Agent at the
                          following address by 11:00 A.M. (New

                                      A-12


                            York City time) on the Business Day following
                            the acceptance of an offer by or on behalf of
                            the Company: to Citigroup Global Markets
                            Inc., Prospectus Department, Brooklyn Army
                            Terminal, 140 58th Street, 8th Floor,
                            Brooklyn, N.Y. 11220, with a copy to
                            Citigroup Global Markets Inc., 388 Greenwich
                            Street, New York, New York 10013, Attention:
                            MTN Program Manager.

Suspension of               Subject to the representations, warranties
Solicitation;               and covenants of the Company and the
Amendment or                Guarantor contained in the Agency Agreement,
Supplement:                 the Company may instruct the Agent to suspend
                            at any time, for any period of time or
                            permanently, the solicitation of orders to
                            purchase Book-Entry Notes. Upon receipt of
                            such instructions, the Agent will forthwith
                            suspend solicitation until such time as the
                            Company has advised it that such solicitation
                            may be resumed.

                            In the event that at the time the Company
                            suspends solicitation of purchases there
                            shall be any orders outstanding for
                            settlement, the Company will promptly advise
                            the Agent, the Trustees and the DTC Agents
                            whether such orders may be settled and
                            whether copies of the Prospectus as in effect
                            at the time of the suspension, together with
                            the appropriate Pricing Supplement, may be
                            delivered in connection with the settlement
                            of such orders. The Company will have the
                            sole responsibility for such decision and for
                            any arrangements that may be made in the
                            event that the Company determines that such
                            orders may not be settled or that copies of
                            such Prospectus may not be so delivered.

Delivery of Prospectus:     A copy of the Prospectus and a Pricing
                            Supplement relating to a Book-Entry Note must
                            accompany or precede the earliest of any
                            written offer of such Book-Entry Note,
                            confirmation of the purchase of such
                            Book-Entry Note and payment for such
                            Book-Entry Note by its purchaser. If notice
                            of a change in the terms of the Book-Entry
                            Notes is received by the Agent between the
                            time an order for a Book-Entry Note is placed
                            and the time written confirmation thereof is
                            sent by the Agent to a customer or his agent,
                            such confirmation shall be accompanied by a
                            Prospectus and Pricing Supplement setting
                            forth the terms in effect when the order was
                            placed. The Agent will deliver a Prospectus
                            and Pricing Supplement as herein described
                            with respect to each Book-Entry Note sold by
                            it. The Company will make such delivery if
                            such Book-Entry Note is sold directly by the
                            Company to a purchaser (other than the
                            Agent).

Confirmation:               For each order to purchase a Book-Entry Note
                            solicited by the Agent and accepted by or on
                            behalf of the Company, the Agent will issue a
                            confirmation to the purchaser, with a copy to
                            the Company, setting forth the details set
                            forth above and delivery and payment

                                      A-13


                            instructions.

Settlement:                 The receipt by the Company of immediately
                            available funds in payment for a Book-Entry
                            Note and the authentication and issuance of
                            the Global Security representing such
                            Book-Entry Note shall constitute "settlement"
                            with respect to such Book-Entry Note, and the
                            date of such settlement, the "Settlement
                            Date". All orders accepted by the Company
                            will be settled on the third Business Day
                            next succeeding the date of acceptance
                            pursuant to the timetable for settlement set
                            forth below unless the Company and the
                            purchaser agree to settlement on another day
                            which shall be no earlier than the Business
                            Day succeeding the date of sale.

Settlement Procedures:      Settlement Procedures with regard to each
                            Book-Entry Note sold by the Company to or
                            through the Agent, except pursuant to a Terms
                            Agreement, shall be as follows:

                            A.     The Agent will advise the Company by
                                   telephone (or by facsimile or other
                                   acceptable written means) that such Note is a
                                   Book-Entry Note and of the following
                                   settlement information:

                                   1.       Principal or face amount.

                                   2.       Series.

                                   3.       Stated Maturity.

                                   4.       In the case of a Fixed Rate
                                            Book-Entry Note, the interest rate
                                            and reset, redemption, repayment
                                            and extension provisions (if any)
                                            or, in the case of a Floating Rate
                                            Book-Entry Note, the Base Rate,
                                            Initial Interest Rate (if known at
                                            such time) Interest Reset Period,
                                            Interest Reset Dates, Index
                                            Maturity, Spread and/or Spread
                                            Multiplier (if any), Minimum
                                            Interest Rate (if any), Maximum
                                            Interest Rate (if any) and reset,
                                            redemption, repayment and extension
                                            provisions (if any).

                                   5.       Interest Payment Dates and the
                                            Interest Payment Period.

                                   6.       Amortization provisions, if any.

                                   7.       Settlement date and Issue Date, if
                                            different.

                                   8.       Specified currency.

                                      A-14


                                   9.       Denominated currency, Indexed
                                            Currency, Base Exchange Rate, and
                                            the Determination Date, if
                                            applicable.

                                   10.      Price.

                                   11.      Agent's commission, determined as
                                            provided in the Agency Agreement.

                                   12.      Whether, in the case of Series A
                                            Notes, the Notes will have a
                                            Survivor's Option.

                                   13.      Whether such Book-Entry Note is an
                                            OID Note and, if so, the total
                                            amount of OID, the yield to
                                            maturity and the initial accrual
                                            period OID.

                                   14.      Any other terms necessary to
                                            describe the Book-Entry Note.

                            B.     The Company will advise the relevant DTC
                                   Agent by telephone (confirmed in writing at
                                   any time on the same date), written
                                   telecommunication or electronic transmission
                                   of the information set forth in Settlement
                                   Procedure "A" above. Each such communication
                                   by the Company shall constitute a
                                   representation and warranty by the Company to
                                   the DTC Agent for such Note, the Trustee for
                                   such Note and the Agent that (i) such Note is
                                   then, and at the time of issuance and sale
                                   thereof will be, duly authorized for issuance
                                   and sale by the Company and (ii) such Note,
                                   and the Global Security representing such
                                   Note, will conform with the terms of the
                                   Indenture for such Note. The DTC Agent will
                                   then assign a CUSIP number to the Global
                                   Security representing such Book-Entry Note
                                   and notify the Agent and the Company by
                                   telephone (confirmed in writing at any time
                                   on the same date), written telecommunication
                                   or electronic transmission of such CUSIP
                                   number as soon as practicable.

                            C.     Such DTC Agent will enter a pending deposit
                                   message through DTC's Participant Terminal
                                   System providing the following settlement
                                   information to DTC, Standard & Poor's Ratings
                                   Services, Interactive Data Corporation, the
                                   Agent and, upon request, the Trustee for such
                                   Notes:

                                   1.       The information set forth in
                                            Settlement Procedure "A".

                                   2.       Identification as a Fixed Rate
                                            Book-Entry Note or a

                                      A-15


                                            Floating Rate Book-Entry Note.

                                   3.       The Initial Interest Payment Date
                                            for such Book-Entry Note, number of
                                            days by which such date succeeds
                                            the related Regular Record Date and
                                            amount of interest payable on such
                                            Interest Payment Date.

                                   4.       The Interest Payment Period.

                                   5.       The CUSIP number of the Global
                                            Security representing such
                                            Book-Entry Note.

                                   6.       The participant account numbers
                                            maintained by DTC on behalf of such
                                            Trustee and such Agent.

                                   7.       Whether such Global Security will
                                            represent any other Book-Entry Note
                                            (to the extent known at such time).

                            D.     To the extent the Company has not already
                                   done so, the Company will deliver to the
                                   Trustee for such Notes a Global Security in a
                                   form that has been approved by the Company,
                                   the Agent and such Trustee.

                            E.     Such Trustee will complete such Book-Entry
                                   Note, stamp the appropriate legend, as
                                   instructed by DTC, if not already set forth
                                   thereon, and authenticate the Global Security
                                   representing such Book-Entry Note.

                            F.     DTC will credit such Book-Entry Note to such
                                   DTC Agent's participant account at DTC.

                            G.     Such DTC Agent will enter an SDFS deliver
                                   order through DTC's Participant Terminal
                                   System instructing DTC to (i) debit such
                                   Book-Entry Note to such DTC Agent's
                                   participant account and credit such
                                   Book-Entry Note to the Agent's participant
                                   account and (ii) debit the Agent's settlement
                                   account and credit such DTC Agent's
                                   settlement account for an amount equal to the
                                   price of such Book-Entry Note less the
                                   Agent's commission. The entry of such a
                                   deliver order shall constitute a
                                   representation and warranty by such DTC Agent
                                   to DTC that (i) the Global Security
                                   representing such Book-Entry Note has been
                                   issued and authenticated and (ii) such DTC
                                   Agent is holding such Global Security
                                   pursuant to the Medium Term Note Certificate
                                   Agreement between such DTC Agent and DTC.

                                      A-16


                            H.     Unless the Agent is purchasing such Note as
                                   principal, the Agent will enter an SDFS
                                   deliver order through DTC's Participant
                                   Terminal System instructing DTC (i) to debit
                                   such Book-Entry Note to the Agent's
                                   participant account and credit such
                                   Book-Entry Note to the participant accounts
                                   of the Participants with respect to such
                                   Book-Entry Note and (ii) to debit the
                                   settlement accounts of such Participants and
                                   credit the settlement account of the Agent
                                   for an amount equal to the price of such
                                   Book-Entry Note.

                            I.     Transfers of funds in accordance with SDFS
                                   deliver orders described in Settlement
                                   Procedures "G" and "H" will be settled in
                                   accordance with SDFS operating procedures in
                                   effect on the settlement date.

                            J.     Such DTC Agent will, upon receipt of funds
                                   from the Agent in accordance with Settlement
                                   Procedure "G", credit to an account of the
                                   Company maintained at such DTC Agent funds
                                   available for immediate use in the amount
                                   transferred to such DTC Agent in accordance
                                   with Settlement Procedure "G".

                            K.     Unless the Agent is purchasing such
                                   Book-Entry Note as principal, the Agent will
                                   confirm the purchase of such Book-Entry Note
                                   to the purchaser either by transmitting to
                                   the Participants with respect to such
                                   Book-Entry Note a confirmation order or
                                   orders through DTC's institutional delivery
                                   system or by mailing a written confirmation
                                   to such purchaser.

                            L.     Monthly, each DTC Agent will send to the
                                   Company a statement setting forth the
                                   principal amount of Registered Notes
                                   Outstanding as of the date of such statement
                                   and setting forth a brief description of any
                                   sales of which the Company has advised such
                                   DTC Agent but which have not yet been
                                   settled.

Settlement Procedures       For sales by the Company of Book-Entry Notes
Timetable:                  solicited by the Agent and accepted by the
                            Company (except pursuant to a Terms
                            Agreement) for settlement on the first
                            Business Day after the sale date, Settlement
                            Procedures "A" through "K" set forth above
                            shall be completed as soon as possible but
                            not later than the respective times (New York
                            City time) set forth below:




Settlement
Procedure                                    Time
- ----------                                   ----
                         
    A                       11:00 A.M. on the sale date
    B                       12:00 Noon on the sale date
    C                       2:00 P.M. on the sale date
    D                       3:00 P.M. on the day before settlement
    E                       9:00 A.M. on settlement date
    F                       10:00 A.M. on settlement date
   G-H                      2:00 P.M. on settlement date
    I                       4:45 P.M. on settlement date
   J-K                      5:00 P.M. on settlement date


                                      A-17


                            If a sale is to be settled more than one
                            Business Day after the sale date, Settlement
                            Procedures "A", "B" and "C" shall be
                            completed as soon as practicable but no later
                            than 11:00 A.M., 12:00 Noon and 2:00 P.M.,
                            respectively, on the first Business Day after
                            the sale date. If the Initial Interest Rate
                            for a Floating Rate Book-Entry Note has not
                            been determined at the time that Settlement
                            Procedure "A" is completed, Settlement
                            Procedures "B" and "C" shall be completed as
                            soon as such rate has been determined but no
                            later than 12:00 Noon and 2:00 P.M.,
                            respectively, on the Business Day before the
                            settlement date. Settlement Procedure "I" is
                            subject to extension in accordance with any
                            extension of Fedwire closing deadlines and in
                            the other events specified in SDFS operating
                            procedures in effect on the settlement date.

                            If settlement of a Book-Entry Note is
                            rescheduled or canceled, the DTC Agent for
                            such Book-Entry Note, after receiving notice
                            from the Company or the Agent, will deliver
                            to DTC, through DTC's Participant Terminal
                            System, a cancellation message to such effect
                            by no later than 2:00 P.M. on the Business
                            Day immediately preceding the scheduled
                            settlement date.

Failure to Settle:          If settlement of a Book-Entry Note is
                            rescheduled and the DTC Agent for such
                            Book-Entry Note has not entered an SDFS
                            deliver order with respect to a Book-Entry
                            Note pursuant to Settlement Procedure "G",
                            after receiving notice from the Company or
                            the Agent, such DTC Agent shall deliver to
                            DTC, through DTC's Participant Terminal
                            System, as soon as practicable, a withdrawal
                            message instructing DTC to debit such
                            Book-Entry Note to such DTC Agent's
                            participant account. DTC will process the
                            withdrawal message, provided that such DTC
                            Agent's participant account contains a
                            principal amount of the Global Security
                            representing such Book-Entry Note that is at
                            least equal to the principal amount to be
                            debited. If a withdrawal message is processed
                            with respect to all the Book-Entry Notes
                            represented by a Global Security, the Trustee
                            for the Notes represented by such Global
                            Security will mark such Global Security
                            "canceled", make appropriate entries in its
                            records and destroy such canceled Global
                            Security in accordance with the applicable
                            Indenture and deliver a certificate of
                            destruction to the

                                      A-18


                            Company. The CUSIP number assigned to such
                            Global Security shall, in accordance with
                            CUSIP Service Bureau procedures, be canceled
                            and not immediately reassigned.

                            If a withdrawal message is processed with
                            respect to one or more, but not all, of the
                            Book-Entry Notes represented by a Global
                            Security, the DTC Agent for such Book-Entry
                            Notes will exchange such Global Security for
                            two Global Securities, one of which shall
                            represent such Book-Entry Notes and shall be
                            canceled immediately after issuance and the
                            other of which shall represent the other
                            Book-Entry Notes previously represented by
                            the surrendered Global Security and shall
                            bear the CUSIP number of the surrendered
                            Global Security.

                            If the purchase price for any Book-Entry Note
                            is not timely paid to the Participants with
                            respect to such Book-Entry Note by the
                            beneficial purchaser thereof (or a Person,
                            including an indirect participant in DTC,
                            acting on behalf of such purchaser), such
                            Participants and, in turn, the Presenting
                            Agent may enter SDFS deliver orders through
                            DTC's Participant Terminal System reversing
                            the orders entered pursuant to Settlement
                            Procedures "H" and "G", respectively.
                            Thereafter, the DTC Agent for such Book-Entry
                            Note will deliver the withdrawal message and
                            take the related actions described in the
                            preceding paragraph. If such failure shall
                            have occurred for any reason other than a
                            default by the Agent in the performance of
                            its obligations hereunder and under the
                            Agency Agreement, then the Company will
                            reimburse the Agent for the loss of the use
                            of the funds during the period when they were
                            credited to the account of the Company.
                            Notwithstanding the foregoing, upon any
                            failure to settle with respect to a
                            Book-Entry Note, DTC may take any actions in
                            accordance with its SDFS operating procedures
                            then in effect. In the event of a failure to
                            settle with respect to one or more, but not
                            all, of the Book-Entry Notes to have been
                            represented by a Global Security, the DTC
                            Agent for such Book-Entry Note or Notes will
                            provide, in accordance with Settlement
                            Procedures "E" and "G", for the
                            authentication and issuance of a Global
                            Security representing the other Book-Entry
                            Notes to have been represented by such Global
                            Security and will make appropriate entries in
                            its records.

Trustees Not to Risk        Nothing herein shall be deemed to require
Funds:                      either Trustee to risk or expend its own
                            funds in connection with any payment to the
                            Company, DTC, the Agent or the purchaser, it
                            being understood by all parties that payments
                            made by either Trustee to the Company, DTC,
                            the Agent or the purchaser shall be made only
                            to the extent that funds are provided to such
                            Trustee for such purpose.

Authenticity of             The Company will cause each of the Trustees
                            to furnish the Agent

                                      A-19


Signatures:                 from time to time with the specimen
                            signatures of each of such Trustee's
                            officers, employees or agents who has been
                            authorized by such Trustee to authenticate
                            Book-Entry Notes, but the Agent will not have
                            any obligation or liability to the Company or
                            the Trustee in respect of the authenticity of
                            the signature of any officer, employee or
                            agent of the Company or such Trustee on any
                            Book-Entry Note.

Payment of Expenses:        The Agent shall forward to the Company, on a
                            monthly basis, a statement of the
                            out-of-pocket expenses incurred by such Agent
                            during that month that are reimbursable to it
                            pursuant to the terms of the Agency
                            Agreement. The Company will remit payment to
                            the Agent currently on a monthly basis.

Advertising Costs:          The Company will determine with
                            the Agents the amount of advertising
                            that may be appropriate in soliciting
                            offers to purchase the Book-Entry Notes.
                            Advertising expenses will be paid by the
                            Company.

                                     PART II

                Administrative Procedures for Certificated Notes

             Each Trustee will serve as registrar and transfer agent in
connection with the Certificated Notes for which it serves as Trustee.

Issuance:                   Each Certificated Note will be dated and
                            issued as of the date of its authentication
                            by the applicable Trustee. Each Certificated
                            Note will bear an Original Issue Date, which
                            will be (i) with respect to an original
                            Certificated Note (or any portion thereof),
                            its original issuance date (which will be the
                            settlement date) and (ii) with respect to any
                            Certificated Note (or portion thereof) issued
                            subsequently upon transfer or exchange of a
                            Certificated Note or in lieu of a destroyed,
                            lost or stolen Certificated Note, the
                            Original Issue Date of the predecessor
                            Certificated Note, regardless of the date of
                            authentication of such subsequently issued
                            Certificated Note.

Registration:               Certificated Notes will be issued only in
                            fully registered form without coupons.

Maturities:                 Each Certificated Note will mature on a date
                            nine months or more after the issue date for
                            such Note, except in the case of indexed
                            Notes, for which the maturity may be shorter.
                            A Floating Rate Certificated Note will mature
                            only on an Interest Payment Date for such
                            Note. Any Note denominated in Japanese yen
                            will mature on a date not less than one year
                            from the Original Issue Date (as defined
                            below) for such Note. Any Note denominated in
                            Pounds Sterling will mature on a date not
                            less than one year, nor more than five years,

                                      A-20


                            after its Original Date.

Currency:                   The Specified Currency for a Certificated
                            Note shall be as set forth therein and in the
                            applicable Pricing Supplement.

Denominations:              The denomination of any Certificated Note
                            denominated in U.S. dollars will be a minimum
                            of $1,000 or any amount in excess thereof
                            that is an integral multiple of $1,000. The
                            authorized denominations of Certificated
                            Notes denominated in a Specified Currency
                            other than U.S. dollars shall be determined
                            as set forth in the applicable Pricing
                            Supplement.

Interest:                   General. Unless otherwise indicated in the
                            applicable Pricing Supplement, interest, if
                            any, on each Certificated Note will accrue
                            from the Original Issue Date (or such other
                            date on which interest otherwise begins to
                            accrue (if different from the Original Issue
                            Date)) of such Note for the first interest
                            period or the last date to which interest has
                            been paid, if any, for each subsequent
                            interest period, on such Note, and will be
                            calculated and paid in the manner and on the
                            dates described in such Note and in the
                            Prospectus, as supplemented by the applicable
                            Pricing Supplement. Unless otherwise
                            specified therein, each payment of interest
                            on a Certificated Note will include interest
                            accrued to but excluding the Interest Payment
                            Date (provided that, in the case of
                            Certificated Notes which reset daily or
                            weekly, interest payments will include
                            accrued interest to and including the next
                            preceding Regular Record Date), except that
                            at stated Maturity, the interest payable will
                            include interest accrued to, but excluding,
                            the stated Maturity (other than a Maturity of
                            a Fixed Rate Certificated Note occurring on
                            the 31st day of a month, in which case such
                            payment of interest will include interest
                            accrued to but excluding the 30th day of such
                            month or the last day of the month in the
                            case of February).

                            Regular Record Dates. The Regular Record
                            Dates with respect to any Interest Payment
                            Date for a Fixed Rate Note, Floating Rate
                            Note or Indexed Rate Note shall be the date
                            (whether or not a Business Day) fifteen
                            calendar days immediately preceding such
                            Interest Payment Date.

Payments of Interest:       The applicable Trustee will pay the principal
                            amount of each Certificated Note at Maturity
                            or upon redemption upon presentation and
                            surrender of such Note. Such payment,
                            together with payment of interest due at
                            Maturity or upon redemption of such Note,
                            will be made in funds available for immediate
                            use by such Trustee or paying agent and in
                            turn by the holder of such Note. Certificated
                            Notes presented to such Trustee or paying
                            agent at Maturity or upon redemption for
                            payment will be canceled and destroyed by
                            such Trustee or paying agent, and a
                            certificate of destruction will be

                                      A-21

                            delivered to the Company. All interest payments on a
                            Certificated Note (other than interest due at
                            Maturity or upon redemption) will be made by check
                            drawn on such Trustee and mailed by such Trustee to
                            the person entitled thereto as provided in such Note
                            and the Indenture; provided, however, that the
                            holder of U.S.$10,000,000 or more of Notes having
                            the same Interest Payment Dates will, upon written
                            request prior to the Regular Record Date in respect
                            of an Interest Payment Date, be entitled to receive
                            payment by wire transfer of immediately available
                            funds. Following each Regular Record Date, such
                            Trustee or paying agent will furnish the Company
                            with a list of interest payments to be made on the
                            following Interest Payment Date for each
                            Certificated Note and in total for all Certificated
                            Notes. Interest at Maturity or upon redemption will
                            be payable to the person to whom the payment of
                            principal is payable. Such Trustee or paying agent
                            will provide monthly to the Company lists of
                            principal and interest, to the extent ascertainable,
                            to be paid on Certificated Notes maturing or to be
                            redeemed in the next month.

                            Withholding Taxes. The amount of any taxes required
                            under applicable law to be withheld from any
                            interest payment on a Certificated Note will be
                            determined and withheld by the applicable Trustee.

                            The Company will be responsible for withholding
                            taxes on interest paid on Certificated Notes as
                            required by applicable law.

                            If any interest Payment Date for or the Maturity of
                            a Certificated Note is not a Business Day, the
                            payment due on such day shall be made on the next
                            succeeding Business Day and no interest shall accrue
                            on account of such delayed payment.

Procedure for Rate          The Company and the Agent will discuss from
Setting and Posting:        time to time the aggregate principal amount
                            of, the issuance price of, and the interest rates to
                            be borne by, Notes that may be sold as a result of
                            the solicitation of orders by the Agent If the
                            Company decides to set prices of, and rates borne
                            by, any Notes in respect of which the Agent is to
                            solicit orders (the setting of such prices and rates
                            to be referred to herein as "posting") or if the
                            Company decides to change prices or rates previously
                            posted by it, it will promptly advise the Agent of
                            the prices and rates to be posted.

Acceptance and              Unless otherwise instructed by the Company,
Rejection of Orders:        the Agent will advise the Company promptly by
                            telephone of all orders to purchase Certificated
                            Notes received by the Agent, other than those
                            rejected by it in whole or in part in the reasonable
                            exercise of its discretion. Unless otherwise agreed
                            by the Company and the Agent, the Company has the
                            sole right to accept orders to purchase Certificated
                            Notes and may reject any such orders in whole or in
                            part. Before accepting any order to purchase a
                            Certificated Note to be settled in

                                      A-22


                            less than three Business Days, the Company shall
                            verify that the Trustee for such Certificated Note
                            will have adequate time to prepare and authenticate
                            such Note.

Preparation of Pricing      If any order to purchase a Certificated Note
Supplement:                 is accepted by or on behalf of the Company,
                            the Company will prepare a Pricing Supplement
                            reflecting the terms of such Certificated
                            Note, will file ten copies thereof with the
                            Commission in accordance with the applicable
                            paragraph of Rule 424(b) under the Act, will
                            deliver such number of copies thereof to the
                            Agent as the Agent shall request and will, on
                            the Agent's behalf, file five copies of the
                            Pricing Supplement with the NASD. The Agent
                            will cause a Prospectus and Pricing
                            Supplement to be delivered to the purchaser
                            of such Certificated Note.

                            Copies of the appropriate number of
                            Pricing Supplements shall be delivered
                            to the Agent at the following addresses
                            by 11:00 A.M. (New York City time) on
                            the Business Day following the
                            acceptance of an offer by or on behalf
                            of the Company: to Citigroup Global
                            Markets Inc., Prospectus Department,
                            Brooklyn Army Terminal, 140 58th Street,
                            8th Floor, Brooklyn, N.Y. 11220, with a
                            copy to Citigroup Global Markets Inc.,
                            388 Greenwich Street, New York, New York
                            10013, attention: MTN Program Manager.

                            In each instance that a Pricing
                            Supplement is prepared, the Presenting
                            Agent will affix the Pricing Supplement
                            to Prospectuses prior to their use.
                            Outdated Pricing Supplements and the
                            Prospectuses to which they are attached
                            (other than those retained for files)
                            will be destroyed.

Suspension of               Subject to the representations, warranties
Solicitation;               and covenants of the Company and the
Amendment or                Guarantor contained in the Agency Agreement,
Supplement:                 the Company may instruct the Agent to suspend
                            at any time for any period of time or
                            permanently, the solicitation of orders to
                            purchase Certificated Notes. Upon receipt of
                            such instructions, the Agent will forthwith
                            suspend solicitation until such time as the
                            Company has advised them that such
                            solicitation may be resumed.

                            In the event that at the time the
                            Company suspends solicitation of
                            purchases there shall be any orders
                            outstanding for settlement, the Company
                            will promptly advise the Agent and the
                            Trustee for such Certificated Notes
                            whether such orders may be settled and
                            whether copies of the Prospectus as in
                            effect at the time of the suspension,
                            together with the appropriate Pricing
                            Supplement, may be delivered in
                            connection with the settlement of such
                            orders. The Company will have the sole
                            responsibility for such decision and for
                            any arrangements that may be made in the
                            event that the Company determines that
                            such orders may not be settled or that
                            copies of such

                                      A-23


                            Prospectus may not be so delivered.

Delivery of Prospectus:     A copy of the Prospectus and a Pricing
                            Supplement relating to a Certificated Note
                            must accompany or precede the earliest of any
                            written offer of such Certificated Note,
                            confirmation of the purchase of such
                            Certificated Note and payment for such
                            Certificated Note by its purchaser. If notice
                            of a change in the terms of the Certificated
                            Notes is received by the Agent between the
                            time an order for a Certificated Note is
                            placed and the time written confirmation
                            thereof is sent by the Agent to a customer or
                            his agent, such confirmation shall be
                            accompanied by a Prospectus and Pricing
                            Supplement setting forth the terms in effect
                            when the order was placed. The Agent will
                            deliver a Prospectus and Pricing Supplement
                            as herein described with respect to each
                            Certificated Note sold by it. The Company
                            will make such delivery if such Certificated
                            Note is sold directly by the Company to a
                            purchaser (other than the Agent).

Confirmation:               For each order to purchase a
                            Certificated Note solicited by the Agent
                            and accepted by or on behalf of the
                            Company, the Agent will issue a
                            confirmation to the purchaser, with a
                            copy to the Company, setting forth the
                            details set forth above and delivery and
                            payment instructions.

Settlement:                 The receipt by the Company of immediately
                            available funds in exchange for an
                            authenticated Certificated Note delivered to
                            the Agent and the Agent's delivery of such
                            Certificated Note against receipt of
                            immediately available funds shall, with
                            respect to such Certificated Note, constitute
                            "settlement". All orders accepted by the
                            Company will be settled on the fifth Business
                            Day next succeeding the date of acceptance
                            pursuant to the timetable for settlement set
                            forth below, unless the Company and the
                            purchaser agree to settlement on another day
                            which shall be no earlier than the next
                            Business Day following the date of sale.

Settlement Procedures:      Settlement Procedures with regard to each
                            Certificated Note sold by the Company to or
                            through the Agent, as agent (except pursuant
                            to a Terms Agreement), shall be as follows:

                            A.     The Agent will advise the Company by
                                   telephone or by facsimile transmission or
                                   other acceptable written means) that such
                                   Note is a Certificated Note and of the
                                   following settlement information, in time for
                                   the Trustee for such Certificated Note to
                                   prepare and authenticate the required Note:

                                   1.       Name in which such Certificated
                                            Note is to be registered
                                            ("Registered Owner").

                                      A-24


                                   2.       Address of the Registered Owner and
                                            address for payment of principal
                                            and interest.

                                   3.       Taxpayer identification number of
                                            the Registered Owner (if
                                            available).

                                   4.       Principal or face amount.

                                   5.       Series.

                                   6.       Stated Maturity.

                                   7.       In the case of a Fixed Rate
                                            Certificated Note, the Interest
                                            Rate and reset provisions (if any)
                                            or, in the case of a Floating Rate
                                            Certificated Note, the Base Rate,
                                            Initial Interest Rate (if known at
                                            such time), Interest Reset Period,
                                            Interest Reset Dates, Index
                                            Maturity, Spread and/or Spread
                                            Multiplier (if any), Minimum
                                            Interest Rate (if any), Maximum
                                            Interest Rate (if any) and reset
                                            provisions (if any).

                                   8.       Interest Payment Dates and the
                                            Interest Payment Period.

                                   9.       Specified Currency.

                                   10.      Denominated Currency, Indexed
                                            Currency, Base Exchange Rate and
                                            the Determination Date, if
                                            applicable.

                                   11.      Redemption, repayment, amortization
                                            or extension provisions, if any.

                                   12.      Settlement date.

                                   13.      Price (including currency).

                                   14.      Agent's commission, if any,
                                            determined as provided in the
                                            Agency Agreement.

                                   15.      Whether such Certificated Note an
                                            OID Note, and, if so, the total
                                            amount of OID and the yield to
                                            maturity.

                                   16.      Any other terms necessary to
                                            describe the Certificated Note.

                            B.     The Company will advise the relevant Trustee
                                   by telephone, (confirmed in writing at any
                                   time on the sale date) written
                                   telecommunication or electronic transmission
                                   of the

                                      A-25


                                   information set forth in Settlement Procedure
                                   "A" above and the name of the Presenting
                                   Agent.

                            C.     The Company will deliver to the relevant
                                   Trustee a pre-printed four-ply packet for
                                   such Certificated Note, which packet will
                                   contain the following documents in forms that
                                   have been approved by Company, the Agents and
                                   the Trustee:

                                   1.       Certificated Note with customer
                                            confirmation.

                                   2.       Stub One -- For Trustee.

                                   3.       Stub Two -- For Agent.

                                   4.       Stub Three -- For the Company.

                            D.     The relevant Trustee will complete such
                                   Certificated Note and will authenticate such
                                   Certificated Note and deliver it (with the
                                   confirmation) and Stubs One and Two to the
                                   Agent, and the Agent will acknowledge receipt
                                   of the Note by stamping or otherwise marking
                                   Stub One and returning it to such Trustee.
                                   Such delivery will be made only against such
                                   acknowledgment of receipt and evidence that
                                   instructions have been given by the Agent for
                                   payment to such account as the Company shall
                                   have specified in funds available for
                                   immediate use, of an amount equal to the
                                   price of such Certificated Note less the
                                   Agent's commission. In the event that the
                                   instructions given by the Agent for payment
                                   to the account of the Company are revoked,
                                   the Company will as promptly as possible wire
                                   transfer to the account of the Agent an
                                   amount of immediately available funds equal
                                   to the amount of such payment made.

                            E.     Unless the Agent purchased the Note as
                                   Principal, the Agent will deliver such
                                   Certificated Note (with the confirmation) to
                                   the customer against payment in immediately
                                   payable funds. The Agent will obtain the
                                   acknowledgment of receipt of such
                                   Certificated Note by retaining Stub Two.

                            F.     The relevant Trustee will send Stub Three to
                                   the Company by first-class mail.

Settlement Procedures       For orders of Certificated Notes solicited by
Timetable:                  the Agent, as agent, and accepted by the
                            Company, Settlement Procedures "A" through
                            "F" set forth above shall be completed on or
                            before the respective times (New York City
                            time) set forth below:

                                      A-26




Settlement
 Procedure                                          Time
- ----------                                          ----
                         
   A                        2:00 P.M. on the day before settlement
   B                        On the day two Business Days before settlement date.
   C                        2:15 P.M. two Business Days before settlement
   D                        2:15 P.M. on settlement date
   E                        3:00 P.M. on settlement date
   F                        5:00 P.M. on settlement date


Procedures upon             Company Notice to Trustee regarding Exercise
Company's Exercise of       of Optional Reset. Not less than 45 or more
Optional Reset or           than 60 days before an Optional Reset Date as
Optional Extension of       set forth in a Certificated Note, the Company
Maturity:                   will notify the Trustee for such Certificated
                            Note whether it is exercising its option to
                            reset the interest rate or Spread or Spread
                            Multiplier, as the case may be, for such
                            Certificated Note, and if so, (i) the new
                            interest rate or Spread or Spread Multiplier,
                            as the case may be, for such Certificated
                            Note during the period from such Optional
                            Reset Date to the next Optional Reset Date as
                            set forth in such Certificated Note or, if
                            there is no such next Optional Reset Date, to
                            the Stated Maturity of such Certificated Note
                            (the "Subsequent Interest Period"); and (ii)
                            the provisions, if any, for redemption of
                            such Certificated Note during such Subsequent
                            Interest Period, including the date or dates
                            on which or the period or periods during
                            which such redemption may occur during such
                            Subsequent Interest Period.

                            Company Notice to Trustee regarding Exercise of
                            Optional Extension of Maturity. If the Company
                            elects to exercise an option, as set forth in a
                            Certificated Note, to extend the Stated Maturity of
                            such Note, it will so notify the Trustee for such
                            Certificated Note not less than 45 or more than 60
                            days before the Stated Maturity of such Certificated
                            Note, and will further indicate (i) the new Stated
                            Maturity; (ii) the interest rate or Spread or Spread
                            Multiplier, as the case may be, applicable to the
                            extension period; and (iii) the provisions, if any,
                            for redemption of such Certificated Note during such
                            extension period, including the date or dates on
                            which or the period or periods during which such
                            redemption may occur during such extension period.

                            Trustee Notice to Holders regarding Company's
                            Exercise of Optional Extension or Reset. Upon
                            receipt of notice from the Company regarding the
                            Company's exercise of either an optional extension
                            of maturity or an optional reset, the Trustee for
                            the Certificated Note will mail a notice, first
                            class, postage prepaid, to the Holder of such
                            Certificated Note not less than 40 days before the
                            Optional Reset Date (in which case a "Reset Notice")
                            or the Stated Maturity (in

                                      A-27


                            which case an "Extension Notice"), as the case may
                            be, which Reset Notice or Extension Notice shall
                            contain the information required by the terms of the
                            Certificated Note.

                            Trustee Notice to Company regarding Option to be
                            Repaid. If, after receipt of either a Reset Notice
                            or an Extension Notice, any Holder of a Certificated
                            Note exercises the option for repayment by tendering
                            the Certificated Note to be repaid as set forth in
                            such Note, the Trustee for such Certificated Note
                            shall give notice to the Company not less than 22
                            days before the Optional Reset Date or the old
                            Stated Maturity, as the case may be, of the
                            principal amount of Certificated Notes to be repaid
                            on such Optional Reset Date or old Stated Maturity,
                            as the case may be.

                            Company Notice regarding New Interest Rate or New
                            Spread or Spread Multiplier. If the Company elects
                            to revoke the interest rate or Spread or Spread
                            Multiplier provided for in the Reset Notice and
                            establish a higher interest rate or Spread or Spread
                            Multiplier for an Optional Reset Period or extension
                            period, as the case may be, it shall, not less than
                            20 days before such Optional Reset Date or old
                            Stated Maturity, so notify the Trustee for the
                            affected Certificated Note. The Trustee will
                            immediately thereafter notify the Holder of such
                            Certificated Note, by first class mail, postage
                            prepaid, of the new interest rate or Spread or
                            Spread Multiplier applicable to such Certificated
                            Note.

                            Trustee Notice to Company regarding Holder
                            Revocation of Option to be Repaid. If, after the
                            Holder of a Certificated Note has tendered such Note
                            for repayment pursuant to an Extension Notice or an
                            Optional Reset Notice, such Holder then revokes such
                            tender for repayment, the Trustee for such
                            Certificated Note shall give notice to the Company
                            not less than five days prior to the Stated Maturity
                            or Optional Reset Date, as the case may be, of such
                            revocation and of the principal amount of
                            Certificated Notes for which tender for repayment
                            has been revoked.

                            Deposit of Repayment Price. On or before any old
                            Stated Maturity where the Maturity has been
                            extended, and on or before any Optional Reset Date,
                            the Company shall deposit with such Trustee an
                            amount of money sufficient to pay the principal
                            amount, plus interest accrued to such old Stated
                            Maturity or Optional Reset Date, as the case may be,
                            for all the Certificated Notes or portions thereof
                            for which such Trustee serves as Trustee and which
                            are to be repaid on such old Stated Maturity or
                            Optional Reset Date, as the case may be. Such
                            Trustee will use such money to repay such
                            Certificated Notes pursuant to the terms set forth
                            in such Notes.

                                      A-28


Procedures upon             Company Notice to Trustee regarding Exercise of
Company's Exercise of       Optional Redemption. At least 45 days prior
Optional Redemption:        to the date on which it intends to redeem a
                            Certificated Note, the Company will notify
                            the Trustee for such Certificated Note that
                            it is exercising such option with respect to
                            such Note on such date.

                            Trustee Notice to Holders regarding Company's
                            Exercise of Optional Redemption. After receipt of
                            notice that the Company is exercising its option to
                            redeem a Certificated Note, the Trustee for such
                            Certificated Note will, at least 30 days before the
                            redemption date for such Certificated Note, mail a
                            notice, first class, postage prepaid, to the Holder
                            of such Certificated Note, informing such Holder of
                            the Company's exercise of such option with respect
                            to such Certificated Note.

Payments of Principal       Trustee Notice to Company of Option to be
and Interest Upon           Repaid. Upon receipt of notice of exercise of
Exercise of Optional        the option for repayment and the Certificated
Repayment (Except           Notes to be repaid as set forth in such
Pursuant to Company's       Notes, the Trustee for such Certificated
Exercise of Optional        Notes shall (unless such notice was received
Reset or Optional           pursuant to the Company's exercise of an
Extension):                 optional reset or an optional extension of
                            maturity, in each of which cases the relevant
                            procedures set forth above shall be followed)
                            give notice to the Company not less than 20
                            days prior to each Optional Repayment Date of
                            such Optional Repayment Date and of the
                            principal amount of Certificated Notes to be
                            repaid on such Optional Repayment Date.

Failure to Settle:          If a purchaser fails to accept delivery of
                            and make payment for any Certificated Note,
                            the Agent will notify the Company and the
                            applicable Trustee by telephone and return
                            such Note to the applicable Trustee. Upon
                            receipt of such notice, the Company will
                            immediately wire transfer to the account of
                            the Agent an amount equal to the amount
                            previously credited thereto in respect of
                            such Note. Such wire transfer will be made on
                            the settlement date, if possible, and in any
                            event not later than the Business Day
                            following the settlement date. If the failure
                            shall have occurred for any reason other than
                            a default by the Agent in the performance of
                            its obligations hereunder and under the
                            Agency Agreement with the Company, then the
                            Company will reimburse the Agent or the
                            applicable Trustee, as appropriate, on an
                            equitable basis for its loss of the use of
                            the funds during the period when they were
                            credited to the account of the Company.
                            Immediately upon receipt of the Certificated
                            Note in respect of which such failure
                            occurred, the applicable Trustee will mark
                            such Note "canceled", make appropriate
                            entries in the applicable Trustee's records
                            and send such Note to the Company.

Trustees Not to Risk        Nothing herein shall be deemed to require
                            either Trustee to risk or expend its own
                            funds in connection with any payment to the

                                      A-29


Funds:                      Company, the Agent or the purchaser, it
                            being understood by all parties that payments
                            made by either Trustee to the Company, the
                            Agent or the purchaser shall be made only to
                            the extent that funds are provided to such
                            Trustee for such purpose.

Authenticity of             The Company will cause each Trustee to
Signatures:                 furnish the Agent from time to time with the
                            specimen signatures of each of such Trustee's
                            officers, employees or agents who has been
                            authorized by such Trustee to authenticate
                            Certificated Notes, but the Agent will not
                            have any obligation or liability to the
                            Company or a Trustee in respect of the
                            authenticity of the signature of any officer,
                            employee or agent of the Company or a Trustee
                            on any Certificated Note.

Payment of Expenses:        The Agent shall forward to the Company, on a
                            monthly basis, a statement of the
                            out-of-pocket expenses incurred by the Agent
                            during that month that are reimbursable to it
                            pursuant to the terms of the Agency
                            Agreement. The Company will remit payment to
                            the Agent currently on a monthly basis.

Advertising Costs:          The Company will determine with the Agent the
                            amount of advertising that may be appropriate
                            in soliciting orders to purchase the
                            Certificated Notes. Advertising expenses will
                            be paid by the Company.

                                      A-30


                                                                       EXHIBIT B

                             CITIGROUP FUNDING INC.

                 Euro Medium-Term Note Administrative Procedures
         (For Medium Term Notes, Series A and Series B, in Bearer Form)
                                  June 1, 2005

          The Medium-Term Notes, Series A (the "Series A Notes") and the
Medium-Term Notes, Series B (the "Series B Notes," and, together with the Series
A Notes, the "Notes") of Citigroup Funding Inc. (the "Company"), fully and
unconditionally guaranteed by (the "Guarantee") Citigroup Inc. (the
"Guarantor"), are to be offered on a continuing basis. Citigroup Global Markets
Limited has agreed to act as agent in the solicitation of Notes issuable in
bearer form (the "Bearer Notes"), which will be represented by Global Securities
that may be exchanged for individual Bearer Notes. (The term "Agent" as used in
these Administrative Procedures means Citigroup Global Markets Limited). The
Agent will not be obligated to purchase Notes for its own account. The Bearer
Notes are being sold pursuant to a Global Selling Agency Agreement among the
Company, the Guarantor, and the agents named therein (including the Agent) dated
the date hereof (the "Agency Agreement"). The Notes have been registered with
the Securities and Exchange Commission (the "Commission"). JPMorgan Chase Bank,
N.A. is the trustee under the Indenture, dated as of June 1, 2005, covering the
Series A Notes (the "Senior Debt Indenture"). Deutsche Bank Trust Company
Americas is the trustee (together with JPMorgan Chase Bank, N.A., the
"Trustees") under the Indenture, dated as of June 1, 2005, covering the Series B
Notes (the "Subordinated Debt Indenture," and, together with the Senior Debt
Indenture, the "Indentures"). The Series A Notes will constitute part of the
senior debt of the Company and will rank equally with all other unsecured and
unsubordinated debt of the Company. The Guarantee of the Series A Notes will
constitute part of the senior debt of the Guarantor and will rank equally with
all other unsecured and unsubordinated debt of the Guarantor. The Series B Notes
will be subordinate and junior in the right of payment to all Citigroup Funding
Senior Indebtedness, to the extent and in the manner set forth in the
Subordinated Debt Indenture. The Guarantee of the Series B Notes will be
subordinate and junior in the right of payment to all Citigroup Senior
Indebtedness, to the extent and in the manner set forth in the Subordinated Debt
Indenture.

          The Agency Agreement provides that Notes may also be purchased by the
Agent acting solely as principal and not as agent. In the event of any such
purchase, the Agent acting solely as principal shall perform the functions of
both the Agent and the beneficial owner under the administrative procedures set
forth below, unless otherwise agreed to between the Company and the Agent acting
as principal.

          The Company has appointed the principal office of Citibank, N.A. in
London as principal paying agent for the payment of the principal of and
interest on the Series A Bearer Notes and has appointed the principal office of
Deutsche Bank U.K. in London as principal paying agent (together, the "Principal
Paying Agents") for the payment of the principal of and interest on the Series B
Bearer Notes. The Company has appointed Kredietbank S.A. Luxembourgeoise in
Luxembourg as an additional paying agent for the Series A Notes and has
appointed Deutsche Bank Luxembourg, S.A. as an additional paying agent for the
Series B Notes (each, a "Paying Agent").

                                       B-1


          The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Bearer Notes and the details of their
delivery.

          If the Notes are to be listed on the Luxembourg Stock Exchange, the
Company will advise the Principal Paying Agents and the Agent as to the entity
it has appointed as listing agent (the "Listing Agent"), which will coordinate
with the Principal Paying Agents and the Agent on a regular basis for the
purpose of providing the Luxembourg Stock Exchange with such information
regarding Bearer Notes issued and outstanding as such Exchange may require.

          Administrative procedures and specific terms of the offering are
explained below. Unless otherwise defined herein, terms defined in the
Indentures, the Prospectus or the Notes shall be used as therein defined. To the
extent the procedures set forth below conflict with the provisions of the Bearer
Notes, the Indentures or the Agency Agreement, the relevant provisions of the
Bearer Notes, the Indentures and the Agency Agreement shall control.

Maturities:                 Each Bearer Note will mature on a date nine
                            months or more after the settlement date for
                            such Note, except in the case of indexed
                            Notes, for which the maturity may be shorter.
                            A Floating Rate Bearer Note will mature only
                            on an Interest Payment Date for such Bearer
                            Note. Any Note denominated in Japanese yen
                            will mature on a date not less than one year
                            from the Original Issue Date (as defined
                            below) for such Note. Any Note denominated in
                            Pounds Sterling will mature on a date not
                            less than one year, nor more than five years,
                            after its Original Issue Date.

Currency:                   The Specified Currency for a Certificated
                            Note shall be as set forth therein and in the
                            applicable Pricing Supplement.

Denominations:              The denomination of any Bearer Note
                            denominated in U.S. dollars will be a minimum
                            of U.S.$10,000 or any larger amount that is
                            an integral multiple of U.S.$1,000. The
                            authorized denominations of Bearer Notes
                            denominated in any other currency will be set
                            forth in such Bearer Notes.

Bearer Form:                Bearer Notes will be issued only in bearer form.

Date of Issuance:           Each Bearer Note will be dated and issued as
                            of its original issue date by the Principal
                            Paying Agent for such Bearer Note. Each
                            Bearer Note will bear an Original Issue Date,
                            which will be (i) with respect to a temporary
                            Global Security (or any portion thereof), the
                            date of its original issue as specified in
                            such Global Security and (ii) with respect to
                            any Permanent Global Security or individual
                            Bearer Note (or portion thereof) issued
                            subsequently upon transfer or exchange of a
                            Bearer Note or in lieu of a destroyed, lost
                            or stolen Bearer Note, the Original Issue
                            Date of the predecessor Bearer Note,
                            regardless of the

                                       B-2


                            date of authentication of such subsequently issued
                            Bearer Note.

Temporary Global            Until the 40th day following the date of
Securities; Definitive      issuance of a Bearer Note (the "Exchange
Global Securities; and      Date") and until Final Certification (as
Individual Bearer Notes:    defined below) with respect to such Bearer
                            Note has occurred, such Bearer Note, together
                            with all other Bearer Notes that have the
                            same rank, Original Issue Date, currency of
                            denomination, redemption and repayment
                            provisions, Stated Maturity and either fixed
                            interest rate (in the case of Fixed Rate
                            Notes) or Base Rate, Initial Interest Rate,
                            interest reset period, Interest Payment
                            Dates, Minimum Interest Rate, Maximum
                            Interest Rate, Spread or Spread Multiplier
                            and Index Maturity (in the case of Floating
                            Rate Notes) (all such Bearer Notes herein
                            referred to collectively as a "Tranche"),
                            will be represented by a single temporary
                            Global Security in bearer form without
                            interest coupons. The Company shall execute,
                            and the Principal Paying Agent for the Bearer
                            Notes represented by such temporary Global
                            Security shall authenticate, such temporary
                            Global Security upon the same conditions and
                            in substantially the same manner, and with
                            the same effect, as a Permanent Global
                            Security. On or prior to the Closing Date
                            (which should also be the Original Issue
                            Date), with respect to such Bearer Notes, the
                            Principal Paying Agent for such Bearer Notes
                            shall deposit the temporary Global Security
                            with a common depositary (the "Depositary")
                            for Clearstream International,
                            ("Clearstream") and Euroclear Bank S.A./N.V.,
                            as operator of the Euroclear System
                            ("Euroclear"), in the manner specified below
                            under "Details for Settlement". The interest
                            of each beneficial owner of such temporary
                            Global Security will be credited to the
                            appropriate account with Clearstream or
                            Euroclear, as specified below under "Details
                            for Settlement".

                            On or after the Exchange Date and provided that
                            Final Certification (as described below) has
                            occurred, the interest of the beneficial owner of
                            such Bearer Note in the temporary Global Security
                            shall be canceled and such Bearer Note, together
                            with all other Bearer Notes of the Tranche as to
                            which Final Certification has occurred, shall
                            thereafter be represented by a Permanent Global
                            Security in bearer form without interest coupons
                            held in London by the Depositary. The interest of
                            the beneficial owner of such Bearer Note in such
                            Permanent Global Security will be credited to the
                            appropriate account with Clearstream or Euroclear.

                            The beneficial owner of an interest in a Permanent
                            Global Security may, at any time, upon 30 days'
                            notice to the Principal Paying Agent for the Bearer
                            Notes represented by such Permanent Global Security,
                            given by such beneficial owner through either
                            Clearstream or Euroclear, as the case may be,
                            exchange its beneficial interest in such Permanent
                            Global Security for one or more individual Bearer
                            Notes (with coupons attached, if appropriate) equal
                            in aggregate principal

                                       B-3


                            amount to such beneficial interest. To effect such
                            exchange, the interest of the beneficial owner of
                            such Bearer Note in such Permanent Global Security
                            shall be canceled and one or more individual Bearer
                            Notes shall be issued to such beneficial owner,
                            through Euroclear or Clearstream, as the case may
                            be.

                            In all events, Bearer Notes will be delivered
                            by the Principal Paying Agents only outside
                            the United States.

Final Certification:        Final Certification with respect to a
                            temporary Global Security shall mean the
                            delivery by Euroclear or Clearstream, as the
                            case may be, to the Principal Paying Agent
                            for the Bearer Notes represented by such
                            temporary Global Security of a signed
                            certificate (a "Clearance System
                            Certificate") in the form set forth in
                            Appendix 1 hereto with respect to the Bearer
                            Notes, dated no earlier than the Exchange
                            Date for such Bearer Notes or, if an interest
                            payment on the Bearer Notes shall be due
                            prior to the Exchange Date, dated no earlier
                            than such Interest Payment Date, to the
                            effect that Euroclear or Clearstream, as the
                            case may be, has received certificates
                            ("Certificates of Non-U.S. Beneficial
                            Ownership") in the form set forth in Appendix
                            2 hereto with respect to each of such Bearer
                            Notes, dated no earlier than ten days before
                            such Exchange Date or Interest Payment Date,
                            as the case may be, signed by the account
                            holders appearing on its records as entitled
                            to such Bearer Notes, to the effect that such
                            Bearer Notes (i) are not beneficially owned
                            by United States persons and have not been
                            acquired by or on behalf of United States
                            persons, (ii) are owned by United States
                            persons that are (a) foreign branches of
                            United States financial institutions
                            purchasing for their own account or for
                            resale or (b) United States persons who
                            acquired the Bearer Notes through foreign
                            branches of U.S. financial institutions and
                            who hold the Bearer Notes through such U.S.
                            financial institutions (and in either case
                            (a) or (b), each such financial institution
                            has agreed that it will comply with the
                            requirements of Section 165(j)(3)(A), (B) or
                            (C) of the Internal Revenue Code of 1986 and
                            the regulations thereunder), or (iii) are
                            owned by United States or foreign financial
                            institutions for purposes of resale during
                            the restricted period, in which event such
                            financial institutions (whether or not also
                            described in clause (i) or (ii)) shall have
                            certified that they have not acquired the
                            Bearer Notes for purposes of resale directly
                            or indirectly to a United States person or to
                            a person within the United States or its
                            possessions.

Payments of Principal:      Upon presentation of a Note, the Principal
                            Paying Agent for such Bearer Note will pay
                            the principal amount of such Note and the
                            final installment of interest at Maturity in
                            immediately available funds. Notes presented
                            to the Principal Paying Agent for such Bearer
                            Notes at Maturity for payment will be
                            canceled in accordance with the

                                       B-4


                            Indenture under which such Bearer Notes have been
                            issued.

Interest Payments:          Interest on each Bearer Note will accrue from
                            the Original Issue Date of such Bearer Note
                            and will be calculated and paid in the manner
                            described in such Bearer Note and the
                            Prospectus, each as defined in the Agency
                            Agreement, as supplemented by the applicable
                            Pricing Supplement; provided, however, that
                            interest in respect of any portion of a
                            temporary Global Security for which Final
                            Certification has not been made shall not be
                            paid until Final Certification is received in
                            respect of that portion.

Payments of Principal       Upon receipt of Bearer Notes to be repaid as
and Interest Upon           set forth in such Notes, the Trustee or
Exercise of Optional        Principal Paying Agent for such Notes shall
Repayment:                  give notice to the Company not less than 20
                            calendar days prior to each Optional
                            Repayment Date of such Optional Repayment
                            Date and of the principal amount of Bearer
                            Notes to be repaid on such Optional Repayment
                            Date.

                            On or prior to any Optional Repayment Date, the
                            Company shall deposit with such Trustee or such
                            Principal Paying Agent an amount of money sufficient
                            to pay the Optional Repayment Price, and accrued
                            interest thereon to such date, of all the Notes or
                            portions thereof which are to be repaid on such
                            date. Such Trustee or such Principal Paying Agent
                            will use such money to repay such Notes pursuant to
                            the terms set forth in such Notes.

Procedure for Rate          The Company and the Agent will discuss from
Setting and Posting:        time to time the aggregate principal amount
                            of, the issuance price of, and the interest
                            rates to be borne by, Bearer Notes that may
                            be sold as a result of the solicitation of
                            orders by the Agent. If the Company decides
                            to set prices of, and rates borne by, any
                            Bearer Notes in respect of which the Agent is
                            to solicit orders (the setting of such prices
                            and rates to be referred to herein as
                            "posting") or if the Company decides to
                            change prices or rates previously posted by
                            it, it will promptly advise the Agent of the
                            prices and rates to be posted.

Acceptance of Orders:       If the Company posts prices and rates as
                            provided above, the Agent as agent for and on
                            behalf of the Company shall promptly accept
                            orders received by it to purchase Bearer
                            Notes at the prices and rates so posted,
                            subject to (1) any instructions from the
                            Company received by the Agent concerning the
                            aggregate principal amount of Bearer Notes to
                            be sold at the prices and rates so posted or
                            the period during which such posted prices
                            and rates are to be in effect, (2) any
                            instructions from the Company received by the
                            Agent changing or revoking any posted prices
                            and rates, (3) compliance with the securities
                            laws of the United States and all other
                            jurisdictions and with the selling
                            restrictions contained in the Agency
                            Agreement and

                                       B-5


                            (4) the Agent's right to reject any such offer as
                            provided below.

                            If the Company does not post prices and rates
                            and the Agent receives an order to purchase
                            Bearer Notes, or, if while posted prices and
                            rates are in effect, the Agent receives an
                            order to purchase Bearer Notes on terms other
                            than those posted by the Company, the Agent
                            will promptly advise the Company by telephone
                            of any such order other than orders rejected
                            by the Agent as provided below. The Company
                            will have the sole right to accept any such
                            order to purchase Bearer Notes and may reject
                            any such order in whole or in part.

                            The Agent may, in its discretion reasonably
                            exercised, reject any order to purchase Bearer Notes
                            received by it in whole or in part.

Preparation of Pricing      If any order to purchase a Bearer Note is
Supplement:                 accepted by or on behalf of the Company, the
                            Company, with the approval of the Agent, will
                            prepare a pricing supplement (a "Pricing
                            Supplement") reflecting the terms of such
                            Bearer Note, will file ten copies thereof
                            with the Commission in accordance with the
                            applicable paragraph of Rule 424(b) under the
                            Act, will supply such copies thereof to the
                            Agent as the Agent may request, will supply
                            one copy to the Principal Paying Agent for
                            such Bearer Note and will, on the Agent's
                            behalf, file five copies of such Pricing
                            Supplement with the National Association of
                            Securities Dealers, Inc. (the "NASD"). The
                            Principal Paying Agent for such Bearer Note
                            will cause such Pricing Supplement to be
                            delivered to the Trustee for such Bearer
                            Note, to each additional Paying Agent for
                            such Bearer Note outside the United States
                            and to the Listing Agent. The Agent will
                            cause a Pricing Supplement to be delivered to
                            the purchaser of the Bearer Note.

                            In each instance that a Pricing Supplement is
                            prepared, the Agent will affix copies of the
                            Pricing Supplement to Prospectuses prior to
                            their use. Outdated Pricing Supplements, and
                            the Prospectuses to which they are attached
                            (other than those retained for files), will
                            be destroyed.

Suspension of               The Company reserves the right, in its sole
Solicitation;               discretion, to instruct the Agent to suspend
Amendment or                at any time, for any period of time or
Supplement:                 permanently, the solicitation of orders to
                            purchase Bearer Notes. Upon receipt of such
                            instructions, the Agent will forthwith
                            suspend solicitation of orders to purchase
                            Bearer Notes from the Company until such time
                            as the Company has advised it that such
                            solicitation may be resumed.

                            In the event that at the time the Company
                            suspends solicitation of purchases there
                            shall be any orders outstanding for
                            settlement, the Company will promptly advise
                            the Agent and each of the Principal Paying
                            Agents whether such orders may be settled and
                            whether copies of the Prospectus as in effect
                            at the time of the suspension,

                                       B-6


                            together with the appropriate Pricing Supplement,
                            may be delivered in connection with the settlement
                            of such orders. The Company will have the sole
                            responsibility for such decision and for any
                            arrangements that may be made in the event that the
                            Company determines that such orders may not be
                            settled or that copies of such Prospectus may not be
                            so delivered. If the Company and the Guarantor
                            decide to amend or supplement the Registration
                            Statement (as defined in the Agency Agreement) or
                            the Prospectus (except for an amendment or
                            supplement relating to an offering of Securities
                            other than the Notes or to an offering of Warrants
                            or providing solely for the specification of or a
                            change in the maturity dates, the interest rates,
                            the issuance prices or other terms of any Notes),
                            they promptly will advise the Agent and the Trustees
                            and will furnish the Agent and the Trustees with the
                            proposed amendment or supplement and with such
                            certificates and opinions as are required, all in
                            accordance with the terms of the Agency Agreement.
                            The Company and the Guarantor will file with the
                            Commission any supplement to the Prospectus relating
                            to the Bearer Notes, provide the Agent with copies
                            of any such supplement, and confirm to the Agent
                            that such supplement has been filed with the
                            Commission pursuant to the applicable paragraph of
                            Rule 424(b).

Delivery of Prospectus:     A copy of the Prospectus and a Pricing
                            Supplement relating to a Bearer Note must
                            accompany or precede any written offer of
                            such Note, confirmation of the purchase of
                            such Note and payment for such Note by its
                            purchaser. If notice of a change in the terms
                            of the Bearer Notes is received by the Agent
                            between the time an order for a Bearer Note
                            is placed and the time written confirmation
                            thereof is sent by the Agent to a customer or
                            his agent, such confirmation shall be
                            accompanied by a Prospectus and Pricing
                            Supplement setting forth the terms in effect
                            when the order was placed. Subject to the
                            second preceding paragraph, the Agent will
                            deliver a Prospectus and Pricing Supplement
                            as herein described with respect to each
                            Bearer Note sold by it. The Principal Paying
                            Agent for such Bearer Note will make such
                            delivery if such Note is sold directly by the
                            Company to a purchaser (other than the
                            Agent).

Confirmation:               For each order to purchase a Bearer Note
                            solicited by the Agent and accepted by or on
                            behalf of the Company, the Agent will issue a
                            confirmation to the purchaser, with a copy to
                            the Company, setting forth the details set
                            forth below, delivery and payment
                            instructions and the language required by the
                            U.S. Treasury Regulations.

Settlement:                 Subject to Section 5 of the Agency Agreement,
                            the Closing Date with respect to any order to
                            purchase Bearer Notes accepted by or on
                            behalf of the Company will be the third day
                            next succeeding the date of acceptance, or if
                            such day is a day on which commercial banks
                            in New York City or London or Clearstream or
                            Euroclear are required

                                       B-7


                            or authorized to be closed, the next succeeding day
                            on which commercial banks in New York City and
                            London and Euroclear and Clearstream are not
                            required or authorized to be closed (a "Business
                            Day") unless otherwise agreed by the purchaser and
                            the Company and shall be specified upon acceptance
                            of such offer.

Details for Settlement:     For each offer to purchase a Bearer Note that
                            is accepted by or on behalf of the Company,
                            the Agent will provide (unless provided by
                            the purchaser directly to the Company) by
                            telephone the following information to the
                            Company:

                            1.     Principal or face amount.

                            2.     Series.

                            3.     Stated Maturity.

                            4.     In the case of a Fixed Rate Book-Entry Note,
                                   the interest rate and reset, redemption,
                                   repayment and extension provisions (if any)
                                   or, in the case of a Floating Rate Book-Entry
                                   Note, the Base Rate, Initial Interest Rate
                                   (if known at such time) Interest Reset
                                   Period, Interest Reset Dates, Index Maturity,
                                   Spread and/or Spread Multiplier (if any),
                                   Minimum Interest Rate (if any), Maximum
                                   Interest Rate (if any) and reset, redemption,
                                   repayment and extension provisions (if any).

                            5.     Interest Payment Dates and the Interest
                                   Payment Period.

                            6.     Amortization provisions, if any.

                            7.     Settlement date and Issue Date, if different.

                            8.     Specified currency.

                            9.     Denominated currency, Indexed Currency, Base
                                   Exchange Rate, and the Determination Date, if
                                   applicable.

                            10.    Price.

                            11.    Agent's commission, determined as provided in
                                   the Agency Agreement.

                            12.    Whether such Book-Entry Note is an OID Note
                                   and, if so, the total amount of OID, the
                                   yield to maturity and the initial accrual
                                   period OID.

                            13.    Any other terms necessary to describe the
                                   Book-Entry Note.

                                       B-8


                            14.    Agent's account number at Clearstream or
                                   Euroclear.

                            The Agent will advise the Company and the Principal
                            Paying Agent for such Bearer Note of the foregoing
                            information (unless provided by the purchaser
                            directly to the Company) for each offer to purchase
                            a Bearer Note solicited by the Agent and accepted by
                            the Company in time for the Principal Paying Agent
                            for such Bearer Note to prepare and authenticate the
                            temporary Global Security and deliver it at least
                            one day prior to settlement to the Depositary in
                            London. The Principal Paying Agent for such Bearer
                            Note will instruct Euroclear or Clearstream, as the
                            case may be, to credit such Bearer Note to the
                            distribution account of such Principal Paying Agent
                            with Euroclear or Clearstream, as the case may be,
                            for onward credit to the account of the Agent
                            against payment. Concurrently therewith and in
                            consideration thereof, the Agent for such Bearer
                            Note will give instructions to Euroclear or
                            Clearstream, as the case may be, to credit the
                            account of the Principal Paying Agent for such
                            Bearer Note against delivery of such Bearer Note
                            with an amount equal to the initial public offering
                            price of such Bearer Note, less the applicable
                            commission determined as provided in Section 2 of
                            the Agency Agreement. The Principal Paying Agent for
                            such Bearer Note will remit all such funds received
                            to the designated account of the Company. The
                            Principal Paying Agent for such Bearer Note will
                            notify the Agent of both the Euroclear and
                            Clearstream Reference Numbers for such Bearer Note
                            and will notify the Listing Agent of the issuance of
                            such Bearer Note. Before accepting any order to
                            purchase a Bearer Note to be settled in less than
                            three Business Days, the Company shall verify that
                            the Principal Paying Agent for such Bearer Note will
                            have adequate time to prepare and authenticate the
                            temporary Global Security that will represent such
                            Bearer Note.

                            The Agent will provide appropriate documentation to
                            the Principal Paying Agent for such Bearer Note,
                            including the information necessary for the
                            preparation and authentication of the temporary
                            Global Security that will represent such Bearer
                            Note. Prior to preparing such temporary Global
                            Security for delivery (but in any case no later than
                            10:00 A.M. (London time) on the Business Day next
                            preceding the Closing Date therefor), the Principal
                            Paying Agent for such Bearer Note will confirm
                            receipt of such instruction to the Agent by
                            telephone.

Bearer Note Deliveries      Upon receipt of appropriate documentation and
and Cash Payment:           instructions with respect to the Bearer Notes
                            constituting a Tranche, the Company will
                            cause the Principal Paying Agent for such
                            Bearer Notes to prepare and authenticate a
                            temporary Global Security representing such
                            Tranche and to insert thereon (1) the rank,
                            (2) the principal amount of such Tranche, (3)
                            the Original Issue Date, (4) the Stated
                            Maturity, (5) the interest rate (in the case
                            of a Fixed-Rate Note) and redemption

                                       B-9


                            and repayment provisions (if any) or the Base
                            Rate, Initial Interest Rate, Index Maturity,
                            Spread or Spread Multiplier, Minimum Interest
                            Rate and Maximum Interest Rate (in the case
                            of a Floating Rate Note) and redemption and
                            repayment provisions (if any) and (6) any
                            other terms required to be inserted thereon.

                            On the Closing Date, the Principal Paying
                            Agent for the Bearer Notes represented by
                            such Tranche will credit such Bearer Note to
                            its distribution account with Clearstream or
                            Euroclear and the Agent will make payment to
                            such Principal Paying Agent against delivery
                            of such Bearer Note, through Euroclear or
                            Clearstream, as the case may be, in
                            immediately available funds, in an amount
                            equal to the issuance price of such Bearer
                            Note less the Agent's commission. The
                            Principal Paying Agent for such Bearer Note
                            will remit all such funds received to the
                            designated account of the Company. Such
                            payment shall be made by the Agent only upon
                            prior receipt by the Agent of immediately
                            available funds from or on behalf of the
                            purchaser unless the Agent decides, at its
                            option, to advance its own funds for such
                            payment against subsequent receipt of funds
                            from the purchaser.

Failure to Settle:          If on the relevant Issue Date the Agent does
                            not pay the subscription price due from it in
                            respect of any Note (the "Defaulted Note")
                            and, as a result, the Defaulted Note remains
                            in the distribution account of the Principal
                            Paying Agent for such Note with Euroclear or
                            Clearstream after such Issue Date (rather
                            than being credited to the Agent's account
                            against payment), such Principal Paying Agent
                            will continue to hold the Defaulted Note to
                            the order of the Company.

                            If such Principal Paying Agent pays an amount
                            (the "Advance") to the Company on the basis
                            that a payment (the "Payment") has been, or
                            will be, received from the relevant Agent and
                            if the Payment has not been, or is not,
                            received by such Principal Paying Agent on
                            the date such Principal Paying Agent pays the
                            Company, the Company shall upon being
                            requested to do so repay to such Principal
                            Paying Agent the Advance and shall pay
                            interest (on a 360 days basis) sufficient to
                            cover any overdraft costs incurred by such
                            Principal Paying Agent, as certified by such
                            Principal Paying Agent, until the earlier of
                            repayment in full of the Advance and receipt
                            in full by such Principal Paying Agent of the
                            Payment.

                            If the Agent, at its own option, has advanced
                            its own funds for payment against subsequent
                            receipt of funds from the purchaser, and if
                            the purchaser shall fail to make payment for
                            the Bearer Note on the Closing Date therefor,
                            the Agent will promptly notify the Principal
                            Paying Agent for such Bearer Note, the
                            Depositary and the Company by telephone,
                            promptly confirmed in writing (but no later
                            than the next Business Day). In such event
                            the Agent shall instruct Euroclear or
                            Clearstream, as the case may be, to transfer
                            such Defaulted Note to

                                      B-10


                            the distribution account of the Principal Paying
                            Agent for such Bearer Note who will continue to hold
                            the Defaulted Note to the order of the Company. Upon
                            (i) confirmation from such Principal Paying Agent in
                            writing (which may be by telex or telecopy) that
                            such Principal Paying Agent is holding the Defaulted
                            Note for the account of the Company, and (ii)
                            confirmation from the Agent in writing (which may be
                            given by telex or telecopy) that the Agent has not
                            received payment from the purchaser (the matters
                            referred to in clauses (i) and (ii) are referred to
                            hereinafter as the "Confirmations"), the Company
                            will promptly pay to the Agent an amount in
                            immediately available funds equal to the amount
                            previously paid by the Agent in respect of such
                            Bearer Note. Such payment will be made not later
                            than the Business Day following the date of receipt
                            of the Confirmations. The Principal Paying Agent for
                            such Bearer Note and the Depositary will make such
                            revisions to the temporary Global Security
                            representing such Bearer Note as are necessary to
                            reflect the cancellation of such portion of such
                            Global Security.

                            If a purchaser shall fail to make payment for such
                            Bearer Note for any reason other than the failure of
                            the Agent to provide the necessary information to
                            the Company as described above for settlement or to
                            provide a confirmation to the purchaser within a
                            reasonable period of time as described above or
                            otherwise to satisfy its obligation hereunder or in
                            the Agency Agreement, and if the Agent shall have
                            otherwise complied with its obligations hereunder
                            and in the Agency Agreement, the Company will
                            reimburse the Agent on an equitable basis for its
                            loss of the use of funds during the period when they
                            were credited to the account of the Company.

Principal Paying Agents     Nothing herein shall be deemed to require
Not to Risk Funds:          Principal Paying Agent expend its own funds
                            in connection with any payment to the
                            Company, or the Agent or the purchaser, it
                            being understood by all parties that payments
                            made by the Principal Paying Agents to the
                            Company, or the Agent or a purchaser shall be
                            made only to the extent that funds are
                            provided to the Principal Paying Agents for
                            such purpose.

Authenticity of             The Company will cause each Principal Paying
Signatures:                 Agent to furnish the Agent from time to time
                            with the specimen signatures of each of such
                            Principal Paying Agent's officers, employees
                            or agents who has been authorized by such
                            Principal Paying Agent to authenticate Bearer
                            Notes (including Global Securities
                            representing Bearer Notes), but the Agent
                            will have no obligation or liability to the
                            Company or to either Principal Paying Agent
                            in respect of the authenticity of the
                            signature of any officer, employee or agent
                            of the Company or either Principal Paying
                            Agent on any Bearer Note.

Payment of Expenses:        The Agent shall forward to the Company, on a
                            monthly basis, a statement of the
                            out-of-pocket expenses incurred by the Agent
                            during

                                      B-11


                            that month that are reimbursable to it pursuant to
                            the terms of the Agency Agreement. The Company will
                            remit payment to the Agent currently on a monthly
                            basis.

Advertising Costs:          The Company will determine with the Agent the
                            amount of advertising that may be appropriate
                            in soliciting orders to purchase the Bearer
                            Notes. Advertising expenses will be paid by
                            the Company.

                                      B-12


                                                                      APPENDIX 1

                       [FORM OF CERTIFICATION TO BE GIVEN
                          BY EUROCLEAR OR CLEARSTREAM]

                                  CERTIFICATION

                             Citigroup Funding Inc.

                        Medium Term Notes, Series [A] [B]

                                  (the "Notes")

          This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Medium-Term Note Administrative Procedures
attached to the Selling Agency Agreement relating to the Notes, as of the date
hereof, $10,000,000,000 principal amount of the above-captioned Notes (i) is
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States persons"), (ii) is owned by United States persons that
are (a) foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons who
acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Notes for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

          We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the temporary global Note excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the date hereof.

                                 B-Appendix 1-1


          We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated: ______________, 200_(1)

                                   Yours faithfully,

                                   [EUROCLEAR BANK, S.A./N.V.,
                                      as operator of the Euroclear System]

                                   or

                                   [CLEARSTREAM, International.]

                                   By

- ----------
(1)   [The earlier of the Exchange Date and the first Interest Payment Date on
      the applicable Notes.]

                                 B-Appendix 1-2


                                                                      APPENDIX 2

                       [FORM OF CERTIFICATION TO BE GIVEN
                BY AN ACCOUNT HOLDER OF EUROCLEAR OR CLEARSTREAM]

                                  CERTIFICATION

                             Citigroup Funding Inc.

                        Medium Term Notes, Series [A] [B]

          This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes (the "Notes") held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Notes through foreign branches of United
States financial institutions and who hold the Notes through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Notes is a United States or foreign financial institution described in clause
(iii) above (whether or not also described in clause (i) or (ii)) this is to
further certify that such financial institution has not acquired the Notes for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes in
accordance with your Operating Procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.

          This certification excepts and does not relate to $   principal amount
of the Notes as to which we are not able to certify and as to which we
understand exchange and delivery of definitive Notes (or, if relevant, exercise
of any rights or collection of any interest) cannot be made until we do so
certify.

                                 B-Appendix 2-1


          We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated: _________________, 20__
[To be dated no earlier than
the 10th day before the earlier
of the Exchange Date and the
first Interest Payment Date
on the Notes]

                                          [Name of Account Holder]

                                          By: ________________________
                                              (Authorized Signatory)

                                              Name:
                                              Title:

                                 B-Appendix 2-2


                                                                       EXHIBIT C

                             FORM OF TERMS AGREEMENT

Attention: Subject in all respects to the terms and conditions contained in the
Global Selling Agency Agreement dated June 1, 2005 (the "Global Selling Agency
Agreement"), among Citigroup Global Markets Inc., Citigroup Global Markets
Limited, Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to
purchase the following Notes of Citigroup Funding Inc.:

Principal Amount:                         Issue Price:
Purchaser:                                Original Issue Date:
Initial Interest Rate:                    Stated Maturity:
Reoffering Rate:
Reoffering Price:

  [ ]   Varying prices from time to time related to prevailing prices at the
        time of resale

  [ ]   Fixed price of __% of Principal Amount

Specified Currency (If other than U.S. dollars):

Survivor's Option:
Authorized Denominations:

           (If other than as set forth in the Prospectus Supplement)
           Dual Currency Note: [ ] Yes (see attached) [ ] No
           Optional Payment Currency:
           Designated Exchange Rate:

Base Rate: [ ] CD Rate [ ] Commercial Paper Rate [ ] Federal Funds Rate [ ]

LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate [ ]

Treasury Rate Constant Maturity [ ] Prime Rate [ ]

Eleventh District Cost of Funds Rate [ ] Euribor [ ] Other (see attached)
                                                     Index Maturity:

Interest Reset Period or Interest Reset Dates:

Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No

Indexed Principal Note: [ ] Yes (see attached) [ ] No

Floating Rate: [ ] Indexed Interest Rate: [ ] (see attached) Spread Multiplier:
Spread (+/-):

Spread Reset [ ] The Spread or Spread Multiplier may not be changed prior to
Stated Maturity.
      [ ] The Spread or Spread Multiplier may be changed prior to Stated
Maturity (see attached).

                                       C-1


Optional Reset Dates (if applicable):

Maximum Interest Rate:                                   Minimum Interest Rate:

Inverse Floating Rate Note: [ ] Yes (see attached) [ ] No

Initial Fixed Interest Rate: Reset Fixed Reference Rate:

Floating Rate / Fixed Rate Note: [ ] Yes (see attached) [ ] No

Amortizing Note: [ ] Yes [ ] No
           Amortization Schedule:

Optional Redemption: [ ] Yes [ ] No
           Optional Redemption Dates:
           Redemption Prices:

Bond Yield to Maturity: Bond Yield to Call:

Optional Repayment: [ ] Yes [ ] No

           Optional Repayment Dates: Optional Repayment Prices:
           Optional Extension of Stated Maturity: [ ] Yes [ ] No
           Final Maturity:

Discount Note: [ ] Yes [ ] No
           Total Amount of OID: Yield to Maturity:

Renewable Note: [ ] Yes  (see attached) [ ] No
           Special Election Interval (if applicable):
           Amount (if less than entire principal amount) as to which election
           may be exercised:

Place of Delivery of Notes:

Method of Payment for the Notes:

Requirements for delivery, if any, of opinions of counsel, certificates from the
Company and the Guarantor or their respective officers or a letter from the
Guarantor's independent registered public accountants:

Other terms:

          The provisions of the Global Selling Agency Agreement and the related
definitions are incorporated by reference herein and shall be deemed to have the
same force and effect as if set forth in full herein.

                                       C-2


          Between the date of this Agreement and the Settlement Date with
respect to this Agreement, you will not, without the undersigned's prior
consent, offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company substantially similar to the Medium-Term Notes (other
than (i) the Medium-Term Notes to be sold pursuant to this Agreement and (ii)
commercial paper issued in the ordinary course of business), except as may
otherwise be provided herein.

Date:
[Purchaser]

By:__________________________

Accepted: CITIGROUP FUNDING INC.

By:_________________________

                                       C-3


                                                                       EXHIBIT D

                 FORM OF AGENT ACCESSION CONFIRMATION - PROGRAM

To: [Name and address of new Agent]

[date]

Citigroup Funding Inc.

U.S.$[ ] Series A and Series B Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of __, 20__ (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement") entered into in respect of the above Medium-Term Note Program and
hereby acknowledge receipt of your Agent Accession Letter to us dated [ ].

In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof, you shall become a party to, and a[n] [U.S.
Agent] [International Agent] under, the Agency Agreement, vested with all the
authority, rights and powers, and subject to all the duties and obligations of
a[n] [U.S.] [International] Agent as if originally named as such under the
Agency Agreement.

Yours faithfully,

CITIGROUP FUNDING INC.

By:_____________________________________
Name:
Title:

cc: Principal Paying Agents
    Trustees
    Existing Agents
    Guarantor

                                       D-1


                                                                       EXHIBIT E

                    FORM OF AGENT ACCESSION LETTER - PROGRAM

To: Citigroup Funding Inc.
388 Greenwich Street, 38th Floor
New York, NY 10013

[date]

Citigroup Funding Inc.
U.S.$10,000,000,000 Series A and Series B Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of June 1, 2005,
entered into in respect of the above Medium-Term Note Program and made among
Citigroup Funding Inc. (the "Company"), Citigroup Inc. and the Agents party
thereto (which agreement, as amended from time to time, is herein referred to as
the "Agency Agreement").

We confirm that we are in receipt of the documents referenced below (except to
the extent we have waived delivery of such documents):

- --    a copy of the Agency Agreement;

- --    a copy of all documents referred to in Section 5 of the Agency Agreement;
      and

- --    a letter in a form approved by ourselves from each of the legal advisers
      referred to in Section 5 of the Agency Agreement addressed to ourselves
      and giving us the full benefit of the existing legal opinions as of the
      date of such existing legal opinions, and have found them to our
      satisfaction.

For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).

In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent under the Agency Agreement, we hereby undertake, for the benefit of the
Company, the Guarantor and each of the other Agents, that we will perform and
comply with all the duties and obligations expressed to be assumed by a[n]
[U.S.] [International] Agent under or pursuant to the Agency Agreement. We also
undertake to deliver to The Depository Trust Company of New York such pricing
letters as it may reasonably require from us in connection with the offer and
sale of the Notes.

                                       E-1


This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.

Yours faithfully,

[Name of new Agent]

By: ____________________________________
    Name:
    Title:

cc: Principal Paying Agents
    Trustees
    Existing Agents
    Guarantor

                                       E-2


                                                                       EXHIBIT F

                FORM OF AGENT ACCESSION CONFIRMATION - NOTE ISSUE

To: [Name and address of new Agent]
       [date]

Citigroup Funding Inc.
U.S.$10,000,000,000 Series A and Series B Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of June 1, 2005 (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement") entered into in respect of the above Medium-Term Note Program and
hereby acknowledge receipt of your Agent Accession Letter to us dated [ ].

In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof solely in respect of the issue of [ ] Notes due
[ ] (the "Issue"), you shall become a party to, and a[n] [U.S.] [International]
Agent under, the Agency Agreement, vested with all the authority, rights and
powers, and subject to all duties and obligations of a[n] [U.S.] [International]
Agent in relation to the Issue as if originally named as such under the Agency
Agreement.

Such appointment is limited to the Issue and is not for any other issue of Notes
of the Company pursuant to the Agency Agreement and such appointment will
terminate upon issue of the Notes comprising the Issue but without prejudice to
any rights, duties or obligations which have arisen prior to such termination.

Yours faithfully,

CITIGROUP FUNDING INC.

By: ________________________________
Name:
Title:

cc: Principal Paying Agents
    Trustees
    Guarantor

                                       F-1


                                                                       EXHIBIT G

                   FORM OF AGENT ACCESSION LETTER - NOTE ISSUE

Citigroup Funding Inc.
388 Greenwich Street, 38th Floor
New York, NY  10013

                    U.S.$10,000,000,000 Series A and Series B
                            Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of June 1, 2005,
entered into in respect of the above Medium-Term Note Program and made among the
Company, Citigroup Inc. and the Agents party thereto (which agreement, as
amended from time to time, is herein referred to as the "Global Selling Agency
Agreement").

We confirm that we are in receipt of the documents referenced below (except to
the extent that we have waived delivery of such documents):

- --    a copy of the Agency Agreement; and

- --    a copy of all documents referred to in Section 5 of the Agency Agreement

and have found them to our satisfaction.

For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).

In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent solely in respect of the issue of [ ] Notes due [ ] (the "Issue") under
the Agency Agreement, we hereby undertake, for the benefit of the Company, the
Guarantor and each of the other Agents, that in relation to the Issue we will
perform and comply with all the duties and obligations expressed to be assumed
by a[n] [U.S.] [International] Agent under or pursuant to the Agency Agreement.

We acknowledge that such appointment is limited to the Issue and is not for any
other issue of Notes of the Company pursuant to the Agency Agreement and that
such appointment will terminate upon issue of the Notes comprising the Issue but
without prejudice to any rights, duties or obligations which have arisen prior
to such termination.

                                       G-1


This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.

Yours faithfully,

[Name of new Agent]

By: ____________________________________
Title:

cc: Principal Paying Agents
    Trustees
    Guarantor

                                       G-2


                                                                    EXHIBITS H-K

               FORMS OF OPINIONS, CERTIFICATES AND COMFORT LETTERS