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) April 20, 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 incorporation)          File Number)         Identification No.)



                                                               
  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 April 20, 2006, among
              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 D and
              Medium-Term Subordinated Notes, Series E.




                                    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: April 20, 2006                   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 D and Series E
                  Euro-Medium-Term Notes, Series D and Series E

                         GLOBAL SELLING AGENCY AGREEMENT

                                 April 20, 2006
                               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
its Medium-Term Notes, Series D and Series E, in registered form (the
"Medium-Term Notes") and Euro-Medium-Term Notes, Series D and Series E, 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. 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 D, 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 E, 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(c) 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.

          Any reference herein to the Registration Statement, the Base
Prospectus, any Prospectus Supplement or any Pricing Supplement (each, as
defined below) shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act of 1934 (the "Exchange Act") on or before the most
recent date and time that the Registration Statement, any post-effective
amendment or amendments thereto became or become effective (the "Effective
Date") or the issue date of the Base Prospectus, any Prospectus Supplement or
any Pricing Supplement, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Registration
Statement, the Base Prospectus, any Prospectus Supplement or any Pricing
Supplement shall be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the Registration Statement or
the issue date of the Base Prospectus, any Prospectus Supplement or any Pricing
Supplement, as the case may be, deemed to be incorporated therein by reference.


                                       2



          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) The Company and the Guarantor meet the requirements for use of
Form S-3 under the Securities Act of 1933 (the "Securities Act") and have
prepared and filed with the Securities and Exchange Commission (the
"Commission") an automatic shelf registration statement, as defined in Rule 405,
(File No. 333-132370), including a related base prospectus dated March 10, 2006
(the "Base Prospectus") and forms of prospectus supplement relating to the
Notes, for registration under the Securities Act of the offering and sale of the
Notes. Such automatic shelf registration statement, including exhibits and
financial statements but excluding all Forms T-1, and any prospectus supplement
or pricing supplement relating to the Notes that is filed with the Commission
pursuant to Rule 424(b) and deemed part of such automatic shelf registration
statement pursuant to Rule 430B, as amended on each Effective Date is referred
to herein as the "Registration Statement". Such Registration Statement,
including any amendments thereto filed prior to the date of this Agreement,
became effective upon filing. The Company and the Guarantor have filed with the
Commission a final prospectus supplement relating to the Medium-Term Notes and
the plan of distribution thereof (the "U.S. Prospectus Supplement") and a final
prospectus supplement relating to the Euro Medium-Term Notes and the plan of
distribution thereof (the "Euro Prospectus Supplement", together with the U.S.
Prospectus Supplement, the "Prospectus Supplements" and together with the Base
Prospectus (including the U.S. Prospectus Supplement or the Euro Prospectus
Supplement, as the case may be), the "Prospectuses"). As filed, such Prospectus
Supplements contained all information required by the Securities Act and the
rules thereunder, and, were in all substantive respects in the form furnished to
you prior to the date of filing; provided that the terms of a particular
offering of the Notes will be set forth in a supplement to the relevant
Prospectus Supplement (a "Pricing Supplement") which the Company and the
Guarantor will file with the Commission in accordance with Rule 424(b). The
Registration Statement, as of the date of this Agreement, meets the requirements
set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration
Statement was not earlier than the date three years before the date of this
Agreement;

          (b) The documents incorporated by reference in the Prospectuses, 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 Securities 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 Prospectuses, 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
Securities Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder;

          (c) On each Effective Date, the Registration Statement did, and when
the Prospectus Supplements were first filed in accordance with Rule 424(b) and
on the Commencement Date (as defined in Section 2(a) below) and on the date of
delivery of and payment for a particular issue of Notes (the "Settlement Date"),
the Prospectus Supplements did and any supplements thereto will comply in all
material respects with the


                                       3



applicable requirements of the Securities Act, the Exchange Act and the Trust
Indenture Act of 1939 (the "Trust Indenture Act") and the respective rules
thereunder; on each Effective Date and at the time sales of a particular
offering of the Notes are confirmed (the "Time of Sale"), the Registration
Statement 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 on the Effective Date,
on the Commencement Date and on the Settlement Date, the Indenture did or will
comply in all material respects with the applicable requirements of the Trust
Indenture Act and the rules thereunder; on the date of any filing pursuant to
Rule 424(b), on the Commencement Date and on the Settlement Date, the
Prospectuses did not and any supplement thereto will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company and the
Guarantor make no representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii)
the information contained in or omitted from the Registration Statement or the
Prospectus Supplements or applicable Pricing Supplement in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of either Agent specifically for inclusion in the Registration Statement or
Prospectuses (and any supplement thereto);

          (d) As of the Time of Sale, the Disclosure Package (as defined below),
when taken together with the terms of the Notes set forth in the applicable
Pricing Supplement, 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. The preceding sentence does not apply to statements in or omissions
from the Disclosure Package based upon and in conformity with written
information furnished to the Company by either Agent specifically for use
therein. The "Disclosure Package" means (i) the Base Prospectus, as amended and
supplemented most recently prior to the Time of Sale, (ii) any relevant
prospectus supplement, (iii) the related preliminary Pricing Supplement, if any,
used most recently prior to the Time of Sale and (iv) any applicable issuer free
writing prospectus, as defined in Rule 433 under the Securities Act (each an
"Issuer Free Writing Prospectus"), filed with the Commission under Rule 433
prior to the Time of Sale;

          (e) (i) At the time of filing the Registration Statement, (ii) at the
time of the most recent amendment thereto for the purposes of complying with
Section 10(a)(3) of the Securities Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Sections 13 or
15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company
or any person acting on its behalf (within the meaning, for this clause only, of
Rule 163(c)) made any offer relating to the Notes in reliance on the exemption
in Rule 163 and (iv) at the Time of Sale (with such time being used as the
determination date for purposes of this clause (iv)), each of the Company and
the Guarantor was or is (as the case may be) a "well-known seasoned issuer" as
defined in Rule 405. The Company agrees to pay the fees required by the
Commission relating to the Notes within the time required by Rule 456(b)(1)
without regard to the proviso therein and otherwise in accordance with Rules
456(b) and 457(r);


                                       4



          (f) (i) At the earliest time after the filing of the Registration
Statement that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2)) of the Notes and (ii) as of the
Time of Sale (with such time being used as the determination date for purposes
of this clause (ii)), neither the Company nor the Guarantor was and is an
Ineligible Issuer (as defined in Rule 405), without taking account of any
determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company or the Guarantor be considered an Ineligible Issuer;

          (g) Each Issuer Free Writing Prospectus and Final Term Sheet (as
defined in Section 4(g) below) does not include any information that conflicts
with the information contained in the Registration Statement, including any
document incorporated therein and any prospectus supplement or pricing
supplement deemed to be a part thereof that has not been superseded or modified.
The foregoing two sentences do not apply to statements in or omissions from the
Issuer Free Writing Prospectus or Final Term Sheet based upon and in conformity
with written information furnished to the Company by either Agent specifically
for use therein;

          (h) The Notes have been duly authorized and, when executed and
authenticated in accordance with the applicable Indenture 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 applicable 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); 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 Prospectuses as amended or
supplemented to relate to such issuance of Notes;

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

          (j) Since the date of the most recent financial statements included in
the Prospectuses or the Disclosure Package, each 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 Prospectuses or the Disclosure
Package, each as amended or supplemented.

          2. Appointment of Agents. Subject to the terms and conditions stated
herein and subject to the reservation by the Company of the right to sell Notes
to either 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.


                                       5



          (a) Solicitations of Offers to Purchase Notes. Following the
Commencement Date (defined 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 April 20, 2006 (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 either 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 agreed upon by the Agent and 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.


                                       6



          Subject to the provisions of this Section 2 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) Purchases of Notes. 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 (in such capacity, the
"Purchaser"), 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 terms of the offered Notes. A Terms Agreement may also specify certain
provisions relating to the reoffering of such Notes by the Purchaser. 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.

          Delivery of the Notes sold to the Purchaser pursuant to a Terms
Agreement shall be made not later than the Settlement Date specified in the
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.

          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 applicable commission 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 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) or 2(b) 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


                                       7



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
Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172), prior to amending or supplementing either
Registration Statement or either Prospectus, the Company and the Guarantor will
furnish the Agents and Cleary Gottlieb Steen & Hamilton LLP, counsel to the
Agents, 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)
and will not file any such proposed amendment or supplement to which they
reasonably object. The Company and the Guarantor will promptly cause each
amendment of or supplement to either Prospectus to be filed with the Commission
pursuant to Rule 424(b). If either Prospectus is amended or supplemented (other
than by a Pricing Supplement or 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 Securities 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 Securities Act, the
Company and the Guarantor will promptly advise each


                                       8



Agent of (i) the filing of any amendment or supplement to either 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 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 either Prospectus or for any additional information, (iv) the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any notice objecting to its use 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 the occurrence of any such suspension or objection to the use of the
Registration Statement and, upon such issuance, occurrence or notice of
objection, to obtain as soon as possible the withdrawal of such stop order or
relief from such occurrence or objection, including, if necessary, by filing an
amendment to the Registration Statement or a new registration statement and
using their best efforts to have such amendment or new registration statement
declared effective as soon as practicable.

          (b) If, at any time prior to the filing of the related Pricing
Supplement pursuant to Rule 424(b), any event occurs as a result of which the
Disclosure Package would include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein in the light
of the circumstances under which they were made at such time not misleading, the
Company and the Guarantor will (1) notify promptly each Agent so that any use of
the Disclosure Package may cease until it is amended or supplemented; (2) amend
or supplement the Disclosure Package to correct such statement or omission; and
(3) supply any amendment or supplement to each Agent in such quantities as such
Agent may reasonably request.

          (c) At any time during an Offering Period, the Company and the
Guarantor will comply with all requirements imposed upon them by the Securities
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 relevant Prospectus. If during such period any
event occurs as a result of which either 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 either Prospectus or file a new
registration statement to comply with the Securities Act or the Exchange Act or
the respective rules thereunder, the Company and the Guarantor promptly will
notify each Agent to suspend the solicitation of offers to purchase the Notes
and to cease sales of any Notes. To the extent required under the provision in
the last sentence of this subsection (c), the Company and the Guarantor promptly
will amend or supplement the Registration Statement or the relevant Prospectus
or file a new registration statement (at the expense of the Company and the
Guarantor) so as to correct such statement or omission or effect such
compliance and will use their best efforts to have any amendment to the


                                       9



Registration Statement or new registration statement declared effective as soon
as practicable in order to avoid any disruption in use of the relevant
Prospectus (and any supplements thereto). If such amendment or supplement, and
any documents, certificates, opinions and letters furnished to the Agents
pursuant to subsections (m), (n) and (o) of this Section 4(A) in connection with
the preparation and filing of such amendment or supplement, are reasonably
satisfactory in all respects to the Agents, in their sole discretion, upon the
filing of such amendment or supplement with the Commission or effectiveness of
an amendment to the Registration Statement, the Agents 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 (c) of this Section 4(A) during any period from the time any Agent
shall have been notified to suspend the solicitation of offers to purchase the
Notes in its capacity as Agent (whether under this subparagraph (c) 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 Agent
holds any Notes purchased as principal pursuant to a Terms Agreement, the
Company and the Guarantor shall comply with the provisions of subsection (c) of
this Section 4(A) during the period when a prospectus relating to the Notes is
required to be delivered pursuant to the Securities Act (including in
circumstances where such requirement may be satisfied pursuant to Rule 172).

          (d) 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.

          (e) The Company and the Guarantor will use their best efforts to
qualify the Notes for sale under the securities laws of such jurisdictions as
either 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.

          (f) Upon request, the Company and the Guarantor will furnish to the
Agents and counsel for the Agents, without charge, signed copies of the
Registration Statement (including exhibits thereto) and the Prospectuses and, so
long as delivery of a prospectus relating to the Notes by an Agent may be
required by the Securities Act (including in circumstances where such
requirement may be satisfied pursuant to Rule 172), as many copies of each
additional prospectus supplement, Pricing Supplement and Issuer Free Writing
Prospectus and any supplements thereto as each Agent may reasonably request. The
Company will pay the expenses of printing or other production of all documents
relating to each offering that are required to be prepared, furnished or
delivered by it.


                                       10



          (g) Upon request, the Company will prepare a final term sheet,
containing solely a description of final terms of the Securities and the
offering thereof (a "Final Term Sheet"), in a form approved by the relevant
Agent and will file such term sheet pursuant to Rule 433(d) within the time
required by such Rule.

          (h) (i) Each of the Company and the Guarantor agrees that, unless it
has obtained or will obtain, as the case may be, the prior written consent of
the relevant Agent, and (ii) each Agent, severally and not jointly, 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 Notes that would
constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a "free writing prospectus" (as defined in Rule 405) required to be filed by the
Company or the Guarantor with the Commission or retained by the Company or the
Guarantor under Rule 433; provided that the prior written consent of the parties
hereto shall be deemed to have been given in respect of any Final Term Sheet and
any free writing prospectus prepared by an Agent in connection with a specific
offering of the Notes and approved for use by the Company and the Guarantor. Any
such free writing prospectus consented to by the relevant Agent or the Company
and the Guarantor is hereinafter referred to as a "Permitted Free Writing
Prospectus." Each of the Company and the Guarantor agrees that (x) it has
treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including in respect of
timely filing with the Commission, legending and record keeping.

          (i) 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.

          (j) 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, the Prospectuses, any Pricing Supplements, Final
Term Sheets or Issuer Free Writing Prospectuses, 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 (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 relevant Agent may reasonably designate; the fees and
disbursements of the Trustees; the fees of any agency that rates the Notes; the
fees and expenses in connection


                                       11



with any listing of the Notes on The NASDAQ Stock Market, the American Stock
Exchange, Luxembourg Stock Exchange or such other securities exchange agreed to
by the Company; the fees and expenses incurred with respect to any filing with
the National Association of Securities Dealers, Inc.; 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.

          (k) 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
Prospectuses, any Pricing Supplement, Final Term Sheet and Issuer Free Writing
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
either Agent may from time to time reasonably request. 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).

          (l) If any issue of Medium-Term Notes is to be listed on The NASDAQ
Stock Market, the American Stock Exchange or such other securities exchange
agreed to by the Company, 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 Medium-Term Notes on such securities exchange, to furnish to such
securities 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 Medium-Term Notes of such issue remain
outstanding.

          (m) Each time the Registration Statement or the Prospectuses are
amended or supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the
Agents reasonably deem immaterial), the Company and the Guarantor will deliver
or cause to be delivered forthwith to the Agents 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


                                       12



Secretary or any Assistant Secretary (or another officer or officers acceptable
to the Agents), 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 the Agents, to the effect that the
statements contained in the certificate referred to in Section 5(b) (iii) that
was last furnished to the Agents (either pursuant to Section 5(b) (iii) or
pursuant to this Section 4(A)(m)) 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
such statements shall be deemed to relate to the Registration Statement, as
amended at the time of effectiveness of such amendment, and to the relevant
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 relevant Prospectus, as amended and supplemented at the
date of such certificate.

          (n) Each time the Registration Statement or the Prospectuses are
amended or supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the
Agents reasonably deems immaterial), the Company and the Guarantor shall furnish
to or cause to be furnished forthwith to the Agents the written opinion of the
General Counsel, Finance and Capital Markets of the Guarantor, or other counsel
for the Company and/or the Guarantor reasonably satisfactory to the Agents,
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 the Agents, to the effect set forth in Exhibit H
hereto. In lieu of such opinion, counsel last furnishing such an opinion to the
Agents may furnish to the Agents a letter to the effect that the Agents 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
Prospectuses, as amended and supplemented at the date of such letter).

          (o) Each time that the Registration Statement or the Prospectuses are
amended or supplemented to set forth amended or supplemental financial
information supplemented (other than by filing with the Commission: (i) a
Pricing Supplement, (ii) an amendment or supplement relating solely to an
offering of securities other than the Notes, (iii) a Current Report on Form 8-K
(or any successor item thereto), or (iv) any other amendment or supplement that
the Agents reasonably deems immaterial), the Guarantor shall cause KPMG LLP,
Independent Registered Public Accounting Firm, forthwith to furnish the Agents 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 the Agents, of the same tenor as the letter of such independent public
accountants referred to in Section 5(b)(iv) hereof but modified to relate to the
Registration Statement and Prospectuses, 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
Prospectuses are amended or supplemented solely to include


                                       13



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.

          (p) 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 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 Prospectuses as amended and supplemented to each such time).

          (q) 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 Prospectuses, 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 either 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.

          (r) 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).

          (s) 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.

          (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


                                       14



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.

          (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 in relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member
State"), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State ("Relevant Implementation
Date"), it has not made and will not make an offer of Notes to the public in
that Relevant Member State prior to the publication of a prospectus in relation
to the Notes which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of Notes to the
public in that Relevant Member State at any time:

               (1) to legal entities which are authorized or regulated to
          operate in the financial markets or, if not so authorized or
          regulated, whose corporate purpose is solely to invest in securities;


                                       15


               (2) to any legal entity which has two or more of (1) an average
          of at least 250 employees during the last financial year; (2) a total
          balance sheet of more than E43,000,000 and (3) an annual net turnover
          of more than E50,000,000, as shown in its last annual or consolidated
          accounts; or

               (3) in any other circumstances which do not require the
          publication by the issuer of a prospectus pursuant to Article 3 of the
          Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the
public" in relation to any Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member
State.

          (g) It has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (the "FSMA")) received by it in connection with
the issue or sale of the Notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Company or the Guarantor.

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

          (i) It and each of its affiliates have not offered or sold, and will
not offer or sell, the Notes by means of any document to persons in Hong Kong
other than persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent or otherwise in circumstances which do
not constitute an offer to the public within the meaning of the Hong Kong
Companies Ordinance (Chapter 32 of the Laws of Hong Kong), and unless permitted
to do so under the securities laws of Hong Kong, no person has issued or had in
its possession for the purposes of issue, and will not issue or have in its
possession for the purpose of issue, any advertisement, document or invitation
relating to the Notes other than with respect to the Notes to be disposed of to
persons outside Hong Kong or only to persons whose business involves the
acquisition, disposal or holding of securities, whether as principal or agent.

          (j) 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.

          (k) It is aware of the fact that no securities prospectus
(Wertpapierprospekt) under the German Securities Prospectus Act
(Wertpapierprospektgesetz, the "Prospectus Act") has been or will be published
in respect of the Notes in the Federal Public of Germany and that it


                                       16



will comply with the Prospectus Act and all other laws and regulations
applicable in the Federal Republic of Germany governing the issue, offering and
sale of the Notes.

          (l) No Notes have been offered or sold and will be offered or sold,
directly or indirectly, to the public in France except to qualified investors
(investisseurs qualifies) and/or to a limited circle of investors (cercle
restreint d'investisseurs) acting for their own account as defined in article L.
411-2 of the French Code Monetaire et Financier and applicable regulations
thereunder; and that the direct or indirect resale to the public in France of
any Notes acquired by any qualified investors (investisseurs qualifies) and/or
any investors belonging to a limited circle of investors (cercle restreint
d'investisseurs) may be made only as provided by articles L. 412-1 and L. 621-8
of the French Code of Monetaire et Financier and applicable regulations
thereunder; and that none of the pricing supplement, the prospectus supplement,
the prospectus or any other offering materials relating to the Notes has been
released, issued or distributed to the public in France except to qualified
investors (investisseurs qualifies) and/or to a limited circle of investors
(circle restreint d'investisseurs) mentioned above..

          5. Conditions to the Obligations of the Agents. Each Agent's
obligations to solicit offers to purchase Notes as agent of the Company, any
Agent's obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, and the obligation of any other Agent 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 either 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) The Prospectuses, and any supplements thereto, have been
     filed in the manner and within the time period required by Rule 424(b) and
     any other material required to be filed by the Company pursuant to Rule
     433(d), shall have been filed with the Commission within the applicable
     time periods prescribed for such filings by Rule 433; and no stop order
     suspending the effectiveness of the Registration Statement or any notice
     objecting to its use shall have been issued and no proceedings for that
     purpose shall have been instituted or threatened.

               (ii) There shall not have occurred any change, or any development
     involving a prospective change, in or affecting the condition (financial or
     otherwise), earnings, business or properties of the Company, the Guarantor
     and their respective subsidiaries, taken as a whole, whether or not arising
     from transactions in the ordinary course of business, except as set forth
     in or contemplated in the Disclosure Package and the Prospectuses and any
     Pricing Supplements (exclusive of any supplement thereto) the


                                       17



     effect of which, in any case referred to above, is, in the sole judgment of
     the Agents after consultation with the Company, so material and adverse as
     to make it impractical or inadvisable to proceed with the offering or
     delivery of the Notes as contemplated by the relevant Prospectus, as
     amended or supplemented, except, in the case of any purchase of Notes by
     either 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.

               (iii) (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 the Guarantor's common stock by the Commission or the New York Stock
     Exchange, (y) declaration of a general moratorium on commercial banking
     activities by either federal or New York state authorities or exchange
     controls shall have been imposed by the United States or (z) any outbreak
     or escalation of hostilities, any declaration by the United States of war
     or national emergency or other calamity or crisis the effect of which on
     financial markets is such to as to make it, in the Agent's sole judgment,
     after consultation with the Company, impracticable or inadvisable to
     proceed with the offering of the Notes as contemplated by the relevant
     Prospectus, as amended or supplemented, except, in the case of any purchase
     of Notes by either Agent as principal, for any such event occurring before
     the Company accepted the offer to purchase such Notes.

               (iv) 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 the Guarantor's common
     stock by the Commission or the New York Stock Exchange, or any suspension
     of trading of any securities of the Company or the Guarantor on any foreign
     exchange, (y) declaration of a general moratorium on commercial banking
     activities 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 hostilities, any declaration by the United States
     or the United Kingdom of war or national emergency or other calamity or
     crisis the effect of which on financial markets is such to as to make it,
     in the Agent's sole judgment, after consultation with the Company,
     impracticable or inadvisable to proceed with the offering of the Notes as
     contemplated by the relevant Prospectus, as amended or supplemented,
     except, in the case of any purchase of Notes by either Agent as principal,
     for any such event occurring before the Company accepted the offer to
     purchase such Notes.

               (v) There shall not have been any decrease in the rating of any
     of the Company's or the Guarantor's senior or subordinated debt securities
     by any "nationally recognized statistical rating organization" (as defined
     for purposes of Rule 436(g)) or any notice given of any intended or
     potential decrease in any such rating or of a possible change in any such
     rating that does not indicate the direction of the possible change,


                                       18



     except as disclosed to the Agents 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
     either 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, Finance and Capital Markets of
     the Guarantor (or other counsel for the Company and/or the Guarantor
     reasonably acceptable to the Agents) on the Commencement Date, and, on the
     Settlement Date will furnish the opinion of the General Counsel, Finance
     and Capital Markets of the Guarantor (or other counsel for the Company
     and/or the Guarantor reasonably acceptable to the Agents) 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
     Agents 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, the President, any Vice
     President, Chief Financial Officer, the Chief Accounting Officer, the
     General Counsel, the Controller or any Deputy Controller and by the
     Treasurer, any Assistant Treasurer, the Secretary or any Assistant
     Secretary (or another officer or officers acceptable to the Agents), 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
     Prospectuses, as amended and supplemented as of the date of such
     certificate, the Disclosure Package and this Agreement and that:

                    (A) the respective representations and warranties of the
          Company and the Guarantor in this Agreement are true and correct 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 respective agreements
          and satisfied all the conditions on their part to be performed or
          satisfied as a condition to the obligations of the Agents under this
          Agreement;

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


                                       19



          or communicated by the Commission to the Company or the Guarantor as
          being contemplated by it under the Securities Act; and

                    (C) since the date of the most recent financial statements
          included in the relevant Prospectus or the Disclosure Package, each 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 relevant Prospectus or the Disclosure Package, as
          amended or supplemented.

               (iv) KPMG LLP or another nationally recognized independent
     registered public accounting firm shall have furnished to the Agents a
     letter or letters, dated the Commencement Date or the Settlement Date, as
     the case may be, in form and substance reasonably satisfactory to the
     Agents, 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.

          The documents required to be delivered by this Section 5 shall be
delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the
Agents, at One Liberty Plaza, New York, New York 10006, on the Commencement Date
or the Settlement Date, as the case may be.

          6. Indemnification and Contribution. (a) The Company and the Guarantor
agree to indemnify and hold harmless each Agent, the directors, officers,
employees and agents of each Agent and each person who controls any Agent within
the meaning of either the Securities Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Securities Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Notes as originally filed or in any amendment thereof, or in
the Base Prospectus, any prospectus supplement, any preliminary or final Pricing
Supplement or any Issuer Free Writing Prospectus, or in any amendment thereof or
supplement thereto, 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 agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Guarantor will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such 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 any Agent specifically
for inclusion


                                       20


therein. This indemnity agreement will be in addition to any liability which the
Company and the Guarantor may otherwise have.

          (b) Each Agent severally and not jointly agrees to indemnify and hold
harmless the Company and the Guarantor, each of their respective directors, each
of their respective officers who signs the Registration Statement, and each
person who controls the Company or the Guarantor within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company and the Guarantor to each Agent, but only with
reference to written information relating to such Agent furnished to the Company
or the Guarantor by such Agent specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability that either Agent may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
6 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


                                       21



          (d) In the event that the indemnity provided in paragraph (a), (b) or
(c) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company, the Guarantor and the Agents
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company, the Guarantor and one or more of the Agents may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantor on the one hand and by the Agents on the other from
the offering of the Notes; provided, however, that in no case shall (i) any
Agent (except as may be provided in any agreement among Agents relating to the
offering of the Notes) be responsible for any amount in excess of the discount
or commission applicable to the Notes purchased by such Agent hereunder. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company, the Guarantor and the Agents severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Guarantor on the one hand and of
the Agents on the other in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company and the Guarantor shall be deemed to be equal
to the total net proceeds from the offering (before deducting expenses) received
by the Company, and benefits received by the Agents shall be deemed to be equal
to the total discounts and commissions, in each case as set forth in the Pricing
Supplement. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information
provided by the Company and the Guarantor on the one hand or the Agents on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company, the Guarantor and the Agents agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6, each person who controls an
Agent within the meaning of either the Securities Act or the Exchange Act and
each director, officer, employee and agent of an Agent shall have the same
rights to contribution as such Agent, and each person who controls the Company
or the Guarantor, as applicable, within the meaning of either the Securities Act
or the Exchange Act, each officer of the Company or the Guarantor, as
applicable, who shall have signed the Registration Statement and each director
of the Company or the Guarantor, as applicable, shall have the same rights to
contribution as the Company or the Guarantor, as applicable, subject in each
case to the applicable terms and conditions of this paragraph (d).

          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 either Agent, or by either 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


                                       22



Agreement shall not require termination of this Agreement. If this Agreement is
terminated, neither the Company and the Guarantor, on the one hand, nor either
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 either
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.

          9. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to an Agent, will be delivered or sent
by mail or transmitted by any standard form of telecommunication and confirmed
to such Agent, at the address specified on the first page hereof; or, if sent to
the Company, will be delivered or sent by mail or transmitted by any standard
form of telecommunication and confirmed to it at Citigroup Funding Inc., 388
Greenwich Street, 38th Floor, New York, New York 10013, Attention: Assistant
Treasurer (fax no: (212) 816-3619); and if sent to the Guarantor, will be
delivered or sent by mail or transmitted by any standard form of
telecommunication and confirmed to it at Citigroup Inc., 425 Park Avenue, New
York, New York 10043, Attention: General Counsel, Finance and 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


                                       23



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. 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. No Fiduciary Duty. The Company and the Guarantor hereby
acknowledge that (i) the purchase and sale of the Notes pursuant to this
Agreement is an arm's-length commercial transaction between the Company and the
Guarantor, on the one hand, and the Agents and any affiliate through which it
may be acting, on the other, (ii) the Agents are acting as principal and not as
an agent or fiduciary of the Company or the Guarantor and (iii) the Company's
engagement of the Agents in connection with the offering and the process leading
up to the offering is as independent contractors and not in any other capacity.
Furthermore, each of the Company and the Guarantor agrees that it is solely
responsible for making its own judgments in connection with the offering
(irrespective of whether any of the Agents has advised or is currently advising
the Company or the Guarantor on related or other matters). The Company and the
Guarantor agree that they will not claim that the Agents have rendered advisory
services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company or the Guarantor, in connection with such transaction or the
process leading thereto.

          13. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company, the Guarantor and
the Agents, or any of them, with respect to the subject matter hereof.

          14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

          16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.


                                       24



     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/ Mark Handsman
                                            ------------------------------------
                                        Name: Mark Handsman
                                        Title: Executive Vice President


                                        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/ Richard T. Chang
    ---------------------------------
Name: Richard T. Chang
Title: Managing Director


CITIGROUP GLOBAL MARKETS LIMITED


By: /s/ Geoffrey S. Richards
    ---------------------------------
Name: Geoffrey S. Richards
Title: Authorized Signatory


                                       25



                                                                       EXHIBIT A

                             CITIGROUP FUNDING INC.

       Medium-Term Notes, Series D and Series E, Administrative Procedures

                                 April 20, 2006

          The Medium-Term Notes, Series D (the "Series D Notes") and Medium-Term
Notes, Series E (the "Series E Notes," and, together with the Series D Notes,
the "Notes") of Citigroup Funding Inc. (the "Company"), any payments due on
which are 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 D 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 E Notes will be
issued (the "Subordinated Debt Indenture," and, together with the Senior Debt
Indenture, the "Indentures"). The Series D 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 D 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 E 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 E 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 D Notes will be delivered to Citibank, N.A., and each Global
Security representing Series E 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 D Notes and the Series E 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
to be executed on a future date 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 D Notes and Series E 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 D Notes
                                 and one for Series E 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 Dnd 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 Dnd 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:                   Unless otherwise agreed to by the Company, 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 Dates:      Each DTC Agent will, with respect to the Notes for 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. Unless otherwise specified in the applicable
                                 Pricing Supplement, 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 and        Payment of Interest Only. Promptly after each Regular Record Date,
Interest:                        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




                                      A-6



                              
                                 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
                                 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




                                      A-7


                              
                                 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 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's        Company Notice to Trustee regarding Exercise of Optional Reset. Not
Exercise of Optional Reset or    less than 45 or more than 60 days before an Optional Reset Date as
Optional Extension of            set forth in a 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   Company Notice to Trustee regarding Company's Exercise of Optional
to Trustee regarding Company's   Redemption. At least 45 days prior to the date on which it intends
Exercise of Optional             to redeem a Book-Entry Note, the Company will notify the Trustee
Redemption:                      for such 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 and        Trustee Notice to Company of Option to be Repaid. Upon receipt of
Interest Upon Exercise of        notice of exercise of the option for repayment and the Global
Optional Repayment (Except       Securities representing the Book-Entry Notes so to be repaid as set
Pursuant to Company's Exercise   forth in such Notes, the Trustee for such Book-Entry Notes shall
of Optional Reset or Optional    (unless such notice was received pursuant to the Company's exercise
Extension):                      of an optional reset or an optional 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 Setting and   The Company and the Agent will discuss from time to time the
Posting:                         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 Rejection of      Unless otherwise instructed by the Company, the Agent will advise
Orders:                          the Company promptly by telephone or other means of electronic
                                 communication 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 by or on
Supplement:                      behalf of the Company, the Company will prepare a pricing
                                 supplement (a "Pricing Supplement") reflecting the terms of such
                                 Book-Entry Note, will file such Pricing Supplement with the
                                 Commission in accordance with the applicable paragraph of Rule
                                 424(b) under the Securities Act, will deliver such number of copies
                                 thereof to the Agent as the Agent shall request. The Agent will
                                 file such Pricing Supplement with the National Association of
                                 Securities Dealers, Inc. (the "NASD") and cause a Prospectus and
                                 such Pricing Supplement to be delivered to the purchaser of such
                                 Book-Entry Note or otherwise will comply with the requirements of
                                 Rule 173(a) under the Securities Act.

                                 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 Solicitation;      Subject to the representations, warranties and covenants of the
Amendment or Supplement:         Company and the Guarantor contained in the Agency Agreement, 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 (or the notice provided for
                                 in Rule 173(a) under the Securities Act, if applicable), 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 (or the notice provided for in Rule 173(a) under
                                 the Securities Act, if applicable) 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. Unless the
                                 Agents comply with the requirements of Rule 173(a) under the
                                 Securities Act, the Agent will deliver a Prospectus and Pricing
                                 Supplement as herein described with respect to each Book-Entry Note
                                 sold by it. Unless the Agents comply with the requirements of Rule
                                 173(a) under the Securities Act, the Company will make such
                                 delivery if such Book-Entry Note is sold directly by the Company to
                                 a purchaser (other than the Agent).




                                      A-13


                              
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, which confirmation may be delivered by facsimile or
                                 other electronic transmission, 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
                                 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. In all cases, the
                                 Company will notify the Trustee and the DTC Agent on the date
                                 issuance instructions are given.

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




                                      A-14



                              
                                           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, in the case of Series D 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




                                      A-15



                              
                                      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
                                           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




                                      A-16


                              
                                      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.

                                 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.




                                      A-17



                              
Settlement Procedures            For sales by the Company of Book-Entry Notes solicited by the Agent
Timetable:                       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

                                 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




                                      A-18



                              
                                 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 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




                                      A-19


                              
                                 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 Funds:      Nothing herein shall be deemed to require 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 Signatures:      The Company will cause each of the Trustees to 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 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.




                                      A-20



                              
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, 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:                   Unless otherwise agreed to by the Company, 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. Unless otherwise specified in the applicable
                                 Pricing Supplement, the Regular Record Dates with respect to any
                                 Interest Payment Date for a Fixed Rate Note, Floating Rate Note or




                                      A-21



                              
                                 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
                                 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 Setting and   The Company and the Agent will discuss from time to time the
Posting:                         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




                                      A-22


                              
                                 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 Rejection of      Unless otherwise instructed by the Company, the Agent will advise
Orders:                          the Company promptly by telephone or other means of electronic
                                 communication 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 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 is accepted by or on
Supplement:                      behalf of the Company, the Company will prepare a Pricing
                                 Supplement reflecting the terms of such Certificated Note, will
                                 file such Pricing Supplement with the Commission in accordance with
                                 the applicable paragraph of Rule 424(b) under the Securities Act,
                                 will deliver such number of copies thereof to the Agent as the
                                 Agent shall request. The Agent will file the Pricing Supplement
                                 with the NASD and will cause a Prospectus and Pricing Supplement to
                                 be delivered to the purchaser of such Certificated Note or
                                 otherwise will comply with the requirements of Rule 173(a) under
                                 the Securities Act.

                                 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.

                                 Outdated Pricing Supplements and the Prospectuses to which they are
                                 attached (other than those retained for files) will be destroyed.

Suspension of Solicitation;      Subject to the representations, warranties and covenants of the
Amendment or Supplement:         Company and the Guarantor contained in the Agency Agreement, 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.




                                      A-23



                              
                                 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 (or
                                 the notice provided for in Rule 173(a) under the Securities Act, if
                                 applicable), 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 (or the notice provided for in Rule
                                 173(a) under the Securities Act, if applicable) 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. Unless the Agents comply with the requirements of
                                 Rule 173(a) under the Securities Act, the Agent will deliver a
                                 Prospectus and Pricing Supplement as herein described with respect
                                 to each Certificated Note sold by it. Unless the Agents comply with
                                 the requirements of Rule 173(a) under the Securities Act, 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, which confirmation may be delivered by
                                 facsimile or other electronic transmission, 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




                                      A-24



                              
                                 settlement on another day which shall be no earlier than the next
                                 Business Day following the date of sale. In all cases, the Company
                                 will notify the Trustee and the DTC Agent on the date issuance
                                 instructions are given.

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").

                                      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.




                                      A-25


                              
                                      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
                                      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




                                      A-26



                              
                                      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 the Agent, as agent,
Timetable:                       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:

                                 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's        Company Notice to Trustee regarding Exercise of Optional Reset. Not
Exercise of Optional Reset or    less than 45 or more than 60 days before an Optional Reset Date as
Optional Extension of            set forth in a Certificated Note, the Company will notify the
Maturity:                        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.




                                      A-27



                              
                                 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 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




                                       A-28


                              
                                 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.

Procedures upon Company's        Company Notice to Trustee regarding Exercise of Optional
Exercise of Optional             Redemption. At least 45 days prior to the date on which it intends
Redemption:                      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 and        Trustee Notice to Company of Option to be Repaid. Upon receipt of
Interest Upon Exercise of        notice of exercise of the option for repayment and the Certificated
Optional Repayment (Except       Notes to be repaid as set forth in such Notes, the Trustee for such
Pursuant to Company's Exercise   Certificated Notes shall (unless such notice was received pursuant
of Optional Reset or Optional    to the 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 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




                                      A-29



                              
                                 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 Funds:      Nothing herein shall be deemed to require either Trustee to risk or
                                 expend its own funds in connection with any payment to the 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 Signatures:      The Company will cause each Trustee to 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 D and Series E, in Bearer Form)
                                 April 20, 2006

          The Medium-Term Notes, Series D (the "Series D Notes") and the
Medium-Term Notes, Series E (the "Series E Notes," and, together with the Series
D Notes, the "Notes") of Citigroup Funding Inc. (the "Company"), any payments
due on which are 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 D 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 E Notes (the "Subordinated Debt Indenture," and,
together with the Senior Debt Indenture, the "Indentures"). The Series D 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 D 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 E 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
E 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 paying agent for the payment of the principal of and interest on the
Series D Bearer Notes and has appointed the principal office of Deutsche Bank
U.K. in London as paying agent (together, the "Paying Agents") for the payment
of the principal of and interest on the Series E Bearer Notes. The Company will
appoint paying agents in Luxembourg if and when any Euro Medium-Term Notes are
to be listed on the Luxembourg Stock Exchange.


                                      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 Paying Agents and the Luxembourg paying agents as to the
entity it has appointed as listing agent (the "Listing Agent"), which will
coordinate with the Paying Agents and the Luxembourg paying agents 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:                   Unless otherwise agreed to by the Company, 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 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




                                      B-2



                              
                                 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 date of authentication of such subsequently
                                 issued Bearer Note.

Temporary Global Securities;     Until the 40th day following the date of issuance of a Bearer Note
Definitive Global Securities;    (the "Exchange Date") and until Final Certification (as defined
Individual Bearer Notes:         below) with respect to such and 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 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 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 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




                                      B-3


                              
                                 Global Security for one or more individual Bearer Notes (with
                                 coupons attached, if appropriate) equal in aggregate principal
                                 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 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 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 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 Paying Agent for such Bearer Notes at
                                 Maturity for




                                      B-4



                              
                                 payment will be canceled in accordance with the 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 and        Upon receipt of Bearer Notes to be repaid as set forth in such
Interest Upon Exercise of        Notes, the Trustee or Paying Agent for such Notes shall give notice
Optional Repayment:              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 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 Paying
                                 Agent will use such money to repay such Notes pursuant to the terms
                                 set forth in such Notes.

Procedure for Rate Setting and   The Company and the Agent will discuss from time to time the
Posting:                         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 or
                                 other means of electronic communication 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 accepted by or on behalf
Supplement:                      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 with the Commission in
                                 accordance with the applicable paragraph of Rule 424(b) under the
                                 Securities Act, will supply such copies thereof to the Agent as the
                                 Agent may request, will supply one copy to the Paying Agent for
                                 such Bearer Note. The Agent will file such Pricing Supplement with
                                 the National Association of Securities Dealers, Inc. (the "NASD").
                                 The 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 or otherwise will comply with the requirements of Rule 173(a)
                                 under the Securities Act.

                                 Outdated Pricing Supplements, and the Prospectuses to which they
                                 are attached (other than those retained for files), will be
                                 destroyed.

Suspension of Solicitation;      The Company reserves the right, in its sole discretion, to instruct
Amendment or Supplement:         the Agent to suspend at any time, for any period of time or
                                 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 Paying
                                 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 (or the notice provided for
                                 in Rule




                                      B-6


                              
                                 173(a) under the Securities Act, if applicable), 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 (or the notice provided for in Rule 173(a) under
                                 the Securities Act, if applicable), 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 and unless the
                                 Agent complies with the requirements of Rule 173(a) under the
                                 Securities Act, the Agent will deliver a Prospectus and Pricing
                                 Supplement as herein described with respect to each Bearer Note
                                 sold by it. Unless the Agent complies with the requirements of Rule
                                 173(a) under the Securities Act, 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, which confirmation may be delivered by facsimile or
                                 other electronic transmission, 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.




                                      B-7


                              
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 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. In
                                 all cases, the Company will notify the Trustee and the Paying Agent
                                 on the date issuance instructions are given.

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.




                                      B-8



                              
                                 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.

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

                                 The Agent will advise the Company and the 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 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 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 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
                                 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 Paying Agent for
                                 such Bearer Note will remit all such funds received to the
                                 designated account of the Company. The 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 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 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 Paying Agent for such Bearer Note
                                 will confirm receipt of such instruction to the Agent by telephone.

Bearer Note Deliveries and       Upon receipt of appropriate documentation and instructions with
Cash Payment:                    respect to the Bearer Notes constituting a Tranche, the Company
                                 will cause the Paying Agent for such Bearer Notes to prepare and




                                      B-9


                              
                                 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 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 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 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 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 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 Paying Agent
                                 will continue to hold the Defaulted Note to the order of the
                                 Company.

                                 If such 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 Paying Agent on the date such Paying
                                 Agent pays the Company, the Company shall upon being requested to
                                 do so repay to such Paying Agent the Advance and shall pay interest
                                 (on a 360 days basis) sufficient to cover any overdraft costs
                                 incurred by such Paying Agent, as certified by such Paying Agent,
                                 until the earlier of repayment in full of the Advance and receipt
                                 in full by such 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
                                 Paying Agent for such Bearer Note, the Depositary and the Company
                                 by




                                      B-10



                              
                                 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 the distribution account of the 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 Paying
                                 Agent in writing (which may be by telex or telecopy) that such
                                 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 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.

Paying Agents Not to Risk        Nothing herein shall be deemed to require Paying Agent expend its
Funds:                           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 Paying Agents to the Company, or the Agent or
                                 a purchaser shall be made only to the extent that funds are
                                 provided to the Paying Agents for such purpose.

Authenticity of Signatures:      The Company will cause each Paying Agent to furnish the Agent from
                                 time to time with the specimen signatures of each of such Paying
                                 Agent's officers, employees or agents who has been authorized by
                                 such 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 Paying Agent in
                                 respect of the authenticity of the signature of any officer,
                                 employee or agent of the Company or either Paying Agent on any
                                 Bearer Note.




                                      B-11



                              
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 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 [D] [E]

                                  (the "Notes")

          This is to certify that, based solely on certifications we have
received in writing, by facsimile or by electronic transmission from member
organizations appearing in our records as persons being entitled to a 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, $[ ]
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 [D] [E]

          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

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

Subject in all respects to the terms and conditions contained in the Global
Selling Agency Agreement dated April 20, 2006 (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 (+/-):


                                      C-1



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).

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: ________________________


                                       C-2



          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.

          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.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of April 20, 2006
(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: 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.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of April 20, 2006,
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, fax, email address 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: 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.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of April 20, 2006
(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: 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
Attention: Assistant Treasurer

                 Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated as of April 20, 2006,
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, fax, email address 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: Paying Agents
    Trustees
    Guarantor


                                       G-2



                                                                    EXHIBITS H-K

               FORMS OF OPINIONS, CERTIFICATES AND COMFORT LETTERS