Prospectus exerpt:   Citigroup Capital's only source of cash to make payments on the capital securities are payments on the junior subordinated debt securities it purchases from Citigroup.

If you purchase the capital securities, you are entitled to receive cumulative cash distributions at an annual rate of 6.00% of the liquidation amount of $25 per capital security. Distributions will accumulate from the date Citigroup Capital issues the capital securities and will be paid quarterly in arrears on March 27, June 27, September 27 and December 27 of each year, beginning December 27, 2004.

If Citigroup defers interest payments on the junior subordinated debt securities, Citigroup Capital generally will defer distributions on the capital securities. A deferral may be for up to 20 consecutive quarterly interest payment periods. A deferral of distributions cannot extend, however, beyond September 27, 2034.

During any deferral period, except as described on page 31, Citigroup will not be permitted to: pay a dividend or make any distributions on its capital stock or redeem, purchase, acquire or make a liquidation payment on any of its capital stock, or make any guarantee payments relating to the foregoing; or make an interest, principal or premium payment on, or repurchase or redeem, any of its debt securities that rank equal with or junior to the junior subordinated debt securities.

Citigroup Capital must redeem all of the outstanding capital securities on September 27, 2034.

Some or all of the capital securities may be redeemed before September 27, 2034 on one or more occasions any time on or after September 27, 2009.