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 February 13, May 13, August 13 and November 13 of each year, beginning May 13, 2003.

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 periods. A deferral of distributions cannot extend, however, beyond February 14, 2033.

During any deferral period, except as described on page 30, 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 February 14, 2033.

Some or all of the capital securities may be redeemed before February 14, 2033 on one or more occasions any time on or after February 13, 2008. Also the capital securities may be redeemed, in whole or in part, at any time if certain changes in tax, investment company or bank regulatory law or interpretations occur and certain other conditions are satisfied.