Counsel to Citigroup in $500 Million Exchange Offer for Credit-Linked Notes Tied to The Williams Companies

January 20, 2005

Cleary Gottlieb represented Citigroup Global Markets Inc. as sole dealer manager in two consent solicitations and exchange offers totaling $500 million for five-year credit-linked certificates tied to the credit of The Williams Companies, Inc.

The exchange offers allowed Williams to remove or make less restrictive a number of high-yield covenants in the credit facilities underlying the outstanding certificates, which were issued in an April 2004 Rule 144A offering by two special purpose Delaware statutory trusts. In the exchange offers, investors received new certificates due 2009 issued by two new Delaware trusts.

Williams is an Oklahoma-based integrated natural gas company principally engaged in natural gas transportation, exploration, gathering, processing, production and storage. Williams' operations serve the Northwest, California, Rocky Mountains, Gulf Coast and Eastern Seaboard markets.