-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HB9pYYObU33I9Eh/EvU1BpFB8653OQuAeVVM+MYJXsc04oJCOavCuGuVv29dp38T Obsx+F3QWHKg75vjPmexYA== 0000950123-06-003928.txt : 20060330 0000950123-06-003928.hdr.sgml : 20060330 20060330144823 ACCESSION NUMBER: 0000950123-06-003928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060330 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 06722626 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 y18734k8e8vk.txt FORM 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) March 30, 2006 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 Terms Agreement, dated March 27, 2006, among Citigroup Funding Inc., Citigroup Inc., as guarantor, and Citigroup Global Markets Inc., as the underwriter, relating to the offer and sale of Citigroup Funding Inc.'s Stock Market Upturn Notes(SM) Based Upon the S&P 500(R) Index Due July 12, 2007. 4.01 Form of Note for Citigroup Funding Inc.'s Stock Market Upturn Notes(SM) Based Upon the S&P 500(R) Index Due July 12, 2007.
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: March 30, 2006 CITIGROUP INC. By: /s/ Charles E. Wainhouse Name: Charles E. Wainhouse Title: Assistant Treasurer EX-1.01 2 y18734k8exv1w01.txt EX-1.01: TERMS AGREEMENT TERMS AGREEMENT March 27, 2006 Citigroup Funding Inc. 388 Greenwich Street, 38th Floor New York, New York 10013 Attn: Treasury Capital Markets Ladies and Gentlemen: We understand that Citigroup Funding Inc., a Delaware corporation (the "Company"), proposes to issue and sell $42,000,000 aggregate principal amount of its Stock Market Upturn Notes(SM) (Notes) Based Upon the S&P 500(R) Index Due July 12, 2007 (the "Notes"). The payments due under the Notes will be fully and unconditionally guaranteed by Citigroup Inc., a Delaware corporation (the "Guarantor"). Subject to the terms and conditions set forth herein or incorporated by reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to purchase 4,200,000 Notes for an amount equal to $41,370,000 (98.5% of the aggregate principal amount). The Closing Date shall be March 30, 2006 at 9:00 a.m. at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006. The Notes shall have the following terms:
Title: Stock Market Upturn Notes(SM) (Notes) Based Upon the S&P 500(R) Index Due July 12, 2007 Maturity: July 12, 2007 Maturity Payment: Holders of the Notes will be entitled to receive at maturity the Maturity Payment (as defined in the Prospectus Supplement dated March 27, 2006 relating to the Notes)
1
Interest Rate: The Notes do not bear interest. No payments on the Notes will be made until maturity Initial Price To Public: 100% of the principal amount thereof, plus accrued interest from March 30, 2006 to date of payment and delivery Redemption Provisions: The Notes are not redeemable by the Company prior to maturity Trustee: The Bank of New York Indenture: Indenture, dated as of June 1, 2005
All the provisions contained in the document entitled "Citigroup Funding Inc. - Debt Securities - Underwriting Agreement Basic Provisions" and dated May 3, 2005 (the "Basic Provisions"), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. Basic Provisions varied with respect to this Terms Agreement: (a) In Section 1, insert the following: (c) As of 4:00 p.m. on March 27, 2006, the Preliminary Final Prospectus dated February 17, 2006, including the documents incorporated by reference therein, and the document listed in Schedule I hereto, considered together with the amount, the public offering price, the delivery date and the maturity date of the Securities, each as set forth on the front cover of the Final Prospectus, and the starting value of the S&P 500 Index, the maximum index return and the upside participation rate, as set forth under the heading "Summary Information - - Q&A" in the Final Prospectus (except as to the financial statements or other data of a financial or statistical nature contained therein), does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) in Section 5, insert the following: (i) Each of the Company and the Guarantor represents and agrees that, unless it has obtained or will obtain, as the case may be, the prior written 2 consent of the Representative, and each of the Underwriters, severally and not jointly, represents and agrees with the Company and the Guarantor that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company and the Guarantor, it has not made and will not make any offer relating to the Securities that would constitute an issuer free writing prospectus as defined in Rule 433 under the Act ("Issuer Free Writing Prospectus") or that would otherwise constitute a free writing prospectus as defined in Rule 405 under the Act ("Free Writing Prospectus") required to be filed by the Company or the Guarantor with the Commission or retained by the Company or the Guarantor under Rule 433 under the Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectus included in Schedule I hereto. (c) delete the text of Section 6(b) (including subsections (i) through (x)) and insert in lieu thereof the following: (b) The Company and the Guarantor shall have requested and caused the counsel for the Company and the Guarantor to have furnished to the Representative an opinion, dated the Closing Date and addressed to the Representative, to the effect set forth in Annex A hereto. (d) in the tenth line of Section 8(a), delete "or the Final Prospectus" and insert in lieu thereof ", the Final Prospectus or any Issuer Free Writing Prospectus" The Underwriter hereby agrees in connection with the underwriting of the Notes to comply with the requirements set forth in any applicable sections of Section 2720 to the By-Laws of the National Association of Securities Dealers, Inc. Michael S. Zuckert, Esq. is General Counsel, Finance and Capital Markets of the Guarantor and legal counsel to the Company. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriter. Cleary Gottlieb Steen & Hamilton LLP is special tax counsel to the Company and the Guarantor. Please accept this offer no later than 9:00 p.m. on March 27, 2006, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form: 3 "We hereby accept your offer, set forth in the Terms Agreement, dated March 27, 2006, to purchase the Notes on the terms set forth therein." Very truly yours, CITIGROUP GLOBAL MARKETS INC. By: /s/ Richard T. Chang ----------------------------- Name: Richard T. Chang Title: Managing Director ACCEPTED: 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 ANNEX A Form of Company Opinion to the Underwriters (i) each of the Company and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) each of the Company and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure to so qualify would have a material adverse effect on the Company or the Guarantor, as applicable; (iii) the Indenture has been duly authorized, executed and delivered by the Company and the Guarantor, has been duly qualified under the Trust Indenture Act and constitutes a legal, valid and binding instrument enforceable against the Company and the Guarantor in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium and 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); (iv) the Securities have been validly authorized and, when duly executed by the proper officers of the Company, duly authenticated by the Trustee and delivered as contemplated by the Agreement and by the Indenture, will be validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (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) and conform in all material respects to the description thereof in the Prospectus and any "issuer free writing prospectus" (as defined in Rule 433 under the Act); (v) the Guarantee has been duly authorized and constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms (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); (vi) the Indenture conforms in all material respects to the description thereof in the Prospectus; (vii) the Terms Agreement (including the provisions of this Agreement) has been duly authorized, executed and delivered by the Company and the Guarantor; 5 (viii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation by the Company and the Guarantor of the transactions contemplated herein or in the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the securities or blue sky laws of any jurisdiction in connection with the sale of the Securities; (ix) The execution, delivery and performance of the Indenture and the Terms Agreement (including the provisions of this Agreement) and the issuance and sale of the Securities in compliance with the terms and provisions thereof, will not result in a breach of any of the terms and provisions of, or constitute a default under, any of the agreements or instruments of the Company and the Guarantor, as the case may be, filed by the Guarantor with the Securities and Exchange Commission as exhibits to the Registration Statement and to its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2005; (ii) Current Reports on Form 8-K filed from January 13, 2006 to the Closing Date; (iii) registration statement on Form S-3 (Registration No. 333-117615); (iv) registration statement on Form S-3 (Registration No. 333-126744); and (v) registration statement on Form S-3 (Registration No. 333-106510), or result in a violation of the charter or By-Laws of the Guarantor or any of its material subsidiaries, including the Company, or any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Guarantor or any of its material subsidiaries, including the Company, or any of their properties; provided, however, that no opinion is expressed in this paragraph with respect to (i) the rights to indemnity and contribution contained in the Terms Agreement (including the provisions of this Agreement), which may be limited by federal or state securities laws or the public policy underlying such laws; or (ii) any state securities or blue sky laws; (x) such counsel has no reason to believe that as of 4:00 p.m. on the date of the Terms Agreement, the Preliminary Final Prospectus, subject to completion, dated February 17, 2006, including the documents incorporated by reference therein, and the document listed in Schedule I hereto (except as to the financial statements or other data of a financial or statistical nature contained therein, as to which no opinion is expressed), contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (xi) the Registration Statement was declared effective under the Act, and, to the knowledge of such counsel, no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or are pending or have been communicated by the Commission to the Company as being contemplated by it under the Act. The Registration Statement, as of its effective date, and the Final Prospectus, as of its date and as of the Closing Date, comply as to form in all material respects with the requirements of the Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations thereunder (except as to the financial statements or other data of a financial or statistical nature or the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of the Trustee, as to which no opinion is expressed); and such counsel has no reason to believe that the Registration Statement, as of its most recent effective date 6 determined pursuant to Rule 430B(f)(2) under the Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus, as of its date or on the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to the financial statements or other data of a financial or statistical nature, as to which no opinion is expressed). The description in the Registration Statement and the Final Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Final Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. In rendering such opinion, such counsel may rely (i) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (ii) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and the Guarantor and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. 7 SCHEDULE I 1. Offering Summary dated February 17, 2006, as first filed with the Commission pursuant to Rule 433 under the Securities Act. 8 EX-4.01 3 y18734k8exv4w01.txt EX-4.01: FORM OF NOTE Exhibit 4.01 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP FUNDING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. R-1 INITIAL PRINCIPAL AMOUNT CUSIP: 17308C 61 9 REPRESENTED $42,000,000 ISIN: US17308C6194 representing 4,200,000 Notes ($10 per Note) CITIGROUP FUNDING INC. Stock Market Upturn Notes(SM) Based Upon the S&P 500(R) Index Due July 12, 2007 Citigroup Funding Inc., a Delaware corporation (hereinafter referred to as the "Company," which term includes any successor corporation under the Indenture herein referred to), for value received and on condition that this Note is not redeemed by the Company prior to July 12, 2007 (the "Stated Maturity Date"), hereby promises to pay to CEDE & CO., or its registered assigns, the Maturity Payment (as defined below), on the Stated Maturity Date. This Note will not bear interest, is not subject to any sinking fund, is not subject to redemption at the option of the holder thereof prior to the Stated Maturity Date, and is not subject to the defeasance provisions of the Indenture. The payments due on this Note are fully and unconditionally guaranteed by Citigroup Inc., a Delaware corporation (the "Guarantor"). Payment of the Maturity Payment with respect to this Note shall be made upon presentation and surrender of this Note at the corporate trust office of the Trustee in the Borough of Manhattan, The City and State of New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. This Note is one of the series of 4,200,000 Stock Market Upturn Notes(SM) Based Upon the S&P 500(R) Index Due July 12, 2007 (the "Notes"). INTEREST The Notes do not bear interest. No payments on the Notes will be made until the Stated Maturity Date. PAYMENT AT MATURITY On the Stated Maturity Date, holders of the Notes will receive for each Note the Maturity Payment described below. DETERMINATION OF THE MATURITY PAYMENT The Maturity Payment for each Note equals the sum of the initial principal amount of $10 per Note plus the Index Return Amount. The "Index Return Amount" is calculated as follows: - If the Index Return is positive, the Index Return Amount will equal the product of: $10 * Upside Participation Rate * Index Return. - If the Index Return is negative, the Index Return Amount will equal the product of: $10 * Index Return - If the Index Return is zero, the Index Return Amount will be zero. The "Index Return" equals: Ending Value - Starting Value Starting Value provided that the Index Return will be subject to a cap of 7.7%. The "Upside Participation Rate" is 200%. The "Starting Value" is 1301.61, the closing value of the Index on March 27, 2006. The "Ending Value" will be the closing value of the Index on the third Index Business Day before the Stated Maturity Date. If no closing value of the Index is available on the third business day before the Stated Maturity Date because of a Market Disruption Event or otherwise, the value of the Index for that Index Business Day, unless deferred by the calculation agent as described below, will be the arithmetic mean, as determined by the calculation agent, of the value of the Index obtained from 2 as many dealers in equity securities (which may include Citigroup Global Markets Inc. or any of the Company's other affiliates), but not exceeding three such dealers, as will make such value available to the calculation agent. The determination of the value of the Index by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to five consecutive Index Business Days on which a Market Disruption Event is occurring, but not past the Index Business Day prior to the Stated Maturity Date. An "Index Business Day" means a day, as determined by the calculation agent, on which the Index or any successor index is calculated and published and on which securities comprising more than 80% of the value of the Index on such day are capable of being traded on their relevant exchanges or markets during the one-half hour before the determination of the closing value of the Index. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on the Company, the Guarantor and the beneficial owners of the Notes, absent manifest error. A "Market Disruption Event" means, as determined by the calculation agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange or market, of accurate price, volume or related information in respect of (a) stocks which then comprise 20% or more of the value of the Index or any successor index, (b) any options or futures contracts, or any options on such futures contracts relating to the Index or any successor index, or (c) any options or futures contracts relating to stocks which then comprise 20% or more of the value of the Index or any successor index on any exchange or market if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material. For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the Index will be based on a comparison of the portion of the value of the Index attributable to that security relative to the overall value of the Index, in each case immediately before that suspension or limitation. DISCONTINUANCE OF THE S&P 500(R) Index If Standard & Poor's ("S&P") discontinues publication of the Index or if it or another entity publishes a successor or substitute index that the calculation agent determines, in its sole discretion, to be comparable to the Index, then the value of the Index will be determined by reference to the value of that index, which we refer to as a "successor index." Upon any selection by the calculation agent of a successor index, the calculation agent will cause notice to be furnished to the Company and the Trustee, who will provide notice of the selection of the successor index to the registered holders of the Notes. If S&P discontinues publication of the Index and a successor index is not selected by the calculation agent or is no longer published on any date of determination of the value of the 3 Index, the value to be substituted for the Index for that date will be a value computed by the calculation agent for that date in accordance with the procedures last used to calculate the Index prior to any such discontinuance. If S&P discontinues publication of the Index prior to the determination of the Index Return Amount and the calculation agent determines that no successor index is available at that time, then on each Index Business Day until the earlier to occur of (a) the determination of the Index Return Amount and (b) a determination by the calculation agent that a successor index is available, the calculation agent will determine the value that is to be used in computing the value of the Index as described in the preceding paragraph. The calculation agent will cause notice of those daily closing values to be published not less often than once each month in The Wall Street Journal (or another newspaper of general circulation). If a successor index is selected or the calculation agent calculates a value as a substitute for the Index as described above, the successor index or value will be substituted for the Index for all purposes, including for purposes of determining whether an Index Business Day or Market Disruption Event occurs. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on the Company, the Guarantor and the beneficial owners of the Notes, absent manifest error. ALTERATION OF METHOD OF CALCULATION If at any time the method of calculating the Index or a successor index is changed in any material respect, or if the Index or any successor index is in any other way modified so that the value of the Index or the successor index does not, in the opinion of the calculation agent, fairly represent the value of that index had the changes or modifications not been made, then, from and after that time, the calculation agent will, at the close of business in New York, New York, make those adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a calculation of a value of a stock index comparable to the Index or the successor index as if the changes or modifications had not been made, and calculate the value of the index with reference to the Index or the successor index. Accordingly, if the method of calculating the Index or any successor index is modified so that the value of the Index or the successor index is a fraction or a multiple of what it would have been if it had not been modified, then the calculation agent will adjust that index in order to arrive at a value of the index as if it had not been modified. GENERAL This Note is one of a duly authorized issue of debt securities of the Company (the "Debt Securities"), issued and to be issued in one or more series under a Senior Debt Indenture, dated as of June 1, 2005 (the "Indenture"), among the Company, the Guarantor and The Bank of New York, as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the 4 holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. If an Event of Default with respect to the Notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes permitted by the Indenture will be determined by the calculation agent and will be equal to, with respect to this Note, the Maturity Payment calculated as though the Stated Maturity Date of this Note were the date of early repayment. In case of default at the Stated Maturity Date of this Note, this Note shall bear interest, payable upon demand of the beneficial owners of this Note in accordance with the terms of the Note, from and after the Stated Maturity Date through the date when payment of such amount has been made or duly provided for, at the rate of 5.5% per annum on the unpaid amount due. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and a majority in aggregate principal amount of the Debt Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Debt Securities of any series at the time Outstanding, on behalf of the holders of all Debt Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The holder of this Note may not enforce such holder's rights pursuant to the Indenture or the Notes except as provided in the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company and the Guarantor to pay the Maturity Payment with respect to this Note, and to pay any interest on any overdue amount thereof at the time, place and rate, and in the coin or currency, herein prescribed. All terms used in this Note which are defined in the Indenture but not in this Note shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. CITIGROUP FUNDING INC. By: /s/ Geoffrey S. Richards -------------------------- Name: Geoffrey S. Richards Title: Vice President and Assistant Treasurer Corporate Seal Attest: By: /s/ Douglas C. Turnbull ------------------------------------- Name: Douglas C. Turnbull Title: Assistant Secretary Dated March 30, 2006 CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York, as Trustee By: /s/ Geovanni Barris ------------------------------------- Authorized Signatory 6 -----END PRIVACY-ENHANCED MESSAGE-----