Citigroup in C$500 Million Debt Offering

October 7, 2005

Cleary represented Merrill Lynch Canada Inc. and Citigroup Global Markets Inc. in an offering of $500 million Canadian 4.650% fixed rate/floating rate subordinated notes due 2022.

During the first twelve years, the notes pay a fixed rate of interest and cannot be redeemed by Citigroup (except upon the occurrence of certain tax events). After the twelfth anniversary of the issuance of the notes, the interest rate is stepped-up to a floating rate (three-month CDOR plus 1.40%), and Citigroup acquires the right to redeem all the notes on any interest payment date to maturity. This subordinated debt counts as Tier 2 capital for bank regulatory purposes and pays investors a higher interest rate than non-subordinated debt.

Citigroup Inc., a global financial services company with approximately 200 million customer accounts in more than 100 countries, provides financial products and services, including banking, securities brokerage and asset management.