TERMS AGREEMENTTerms Agreement • May 27th, 2005 • Citigroup Global Markets Holdings Inc • Security brokers, dealers & flotation companies
BetweenLease • March 16th, 1999 • Salomon Smith Barney Holdings Inc • Security brokers, dealers & flotation companies
1 Exhibit 99.05 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The Merger Agreement provides that each share of Salomon Inc. ("Salomon") common stock will be exchanged for 1.695 shares of Travelers Group Inc. ("Travelers") common stock....Salomon Inc • October 28th, 1997 • Security brokers, dealers & flotation companies
GUARANTEE of theGuarantee Agreement • July 6th, 2005 • Citigroup Global Markets Holdings Inc • Security brokers, dealers & flotation companies • New York
As Issuer, CITIGROUP INC., As Guarantor, ANDCitigroup Global Markets Holdings Inc • July 6th, 2005 • Security brokers, dealers & flotation companies • New York
Exhibit 1.01 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Notes, Series D and Series E Euro-Medium-Term Notes, Series D and Series E GLOBAL SELLING AGENCY AGREEMENT November 1, 2004 New York, New York Citigroup Global Markets Inc. 388 Greenwich...Citigroup Global Markets Holdings Inc • November 2nd, 2004 • Security brokers, dealers & flotation companies • New York
ARTICLE I. CERTAIN DEFINITIONSStockholder Agreement • May 12th, 1997 • Salomon Inc • Security brokers, dealers & flotation companies • New York
THE BANK OF NEW YORK Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of October 27, 1993 This First Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November 28,...Salomon Smith Barney Holdings Inc • December 9th, 1997 • Security brokers, dealers & flotation companies • New York
Draft SALOMON SMITH BARNEY HOLDINGS INC. Notes, Series J Due More Than Nine Months From Date of Issue Continuous Underwriting AgreementSalomon Smith Barney Holdings Inc • December 9th, 1997 • Security brokers, dealers & flotation companies • New York
Exhibit 1.01 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Retail Medium-Term Notes, Series F GLOBAL SELLING AGENCY AGREEMENT November 1, 2004 New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: Citigroup Global Markets...Citigroup Global Markets Holdings Inc • November 2nd, 2004 • Security brokers, dealers & flotation companies • New York
andWarrant Agreement • September 26th, 2000 • Salomon Smith Barney Holdings Inc • Security brokers, dealers & flotation companies • New York
andWarrant Agreement • October 13th, 1999 • Salomon Smith Barney Holdings Inc • Security brokers, dealers & flotation companies • New York
SALOMON SMITH BARNEY HOLDINGS INC. 5.875% NOTES DUE MARCH 15, 2006 REGISTERED REGISTEREDSalomon Smith Barney Holdings Inc • March 23rd, 2001 • Security brokers, dealers & flotation companies
TRAVELERS GROUP INC. DIAMONDS ACQUISITION CORP.Agreement and Plan of Merger • September 24th, 1997 • Salomon Inc • Security brokers, dealers & flotation companies • Delaware
Exhibit 4.01 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED...Citigroup Global Markets Holdings Inc • May 27th, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
No. R-1 INITIAL PRINCIPAL AMOUNT CUSIP [ ] REPRESENTED $[ ] representing [ ] ELKS ($10 per ELKS)Salomon Smith Barney Holdings Inc • April 16th, 2002 • Security brokers, dealers & flotation companies
THE CHASE MANHATTAN BANK Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of January 18, 1994 This First Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November...Salomon Smith Barney Holdings Inc • December 9th, 1997 • Security brokers, dealers & flotation companies • New York
1 2 If this Note is not redeemed by the Company prior to the Stated Maturity Date, payment of the Initial Principal Amount plus the Supplemental Redemption Amount (which may be positive, negative or zero, but will not be less than -$[ ]) with respect...Salomon Smith Barney Holdings Inc • May 27th, 1999 • Security brokers, dealers & flotation companies
EXHIBIT 4.01 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED...Citigroup Global Markets Holdings Inc • April 30th, 2004 • Security brokers, dealers & flotation companies
TOSalomon Inc • November 14th, 1996 • Security brokers, dealers & flotation companies • New York
SALOMON INC TO CITIBANK, N.A. TrusteeSalomon Inc • November 22nd, 1996 • Security brokers, dealers & flotation companies • New York
CITIBANK, N.A. TrusteeSalomon Smith Barney Holdings Inc • December 9th, 1997 • Security brokers, dealers & flotation companies • New York
EXHIBIT C THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,...Citigroup Global Markets Holdings Inc • March 23rd, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
Exhibit 1.01 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Retail Medium-Term Notes, Series C GLOBAL SELLING AGENCY AGREEMENT September 22, 2003 New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: Citigroup Global Markets...Selling Agency Agreement • September 22nd, 2003 • Citigroup Global Markets Holdings Inc • Security brokers, dealers & flotation companies • New York
Exhibit 99 (C) THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED...Citigroup Global Markets Holdings Inc • May 23rd, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
EXHIBIT 99.11 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XIX SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is...Supplemental Guarantee Agreement • July 6th, 2005 • Citigroup Global Markets Holdings Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 4.01 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED...Citigroup Global Markets Holdings Inc • November 29th, 2004 • Security brokers, dealers & flotation companies
ContractCitigroup Global Markets Holdings Inc • April 28th, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SALOMON SMITH BARNEY HOLDINGS INC. Equity Linked Noted based upon the Dow Jones Industrial AverageSM due [ ], 2005Salomon Smith Barney Holdings Inc • February 26th, 1998 • Security brokers, dealers & flotation companies
ContractCitigroup Global Markets Holdings Inc • May 27th, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SALOMON INC Nikkei 225 Index Securities due August __, 2002Salomon Inc • August 14th, 1997 • Security brokers, dealers & flotation companies
FIRST AMENDMENT AND WAIVER dated as of September 22, 1997, to the STOCKHOLDER AGREEMENT dated as of May 1, 1997 (the "Original Agreement"), between VALERO ENERGY CORPORATION, formerly known as Valero Refining and Marketing Company, a Delaware...First Amendment and Waiver • September 23rd, 1997 • Salomon Inc • Security brokers, dealers & flotation companies • New York
ContractCitigroup Global Markets Holdings Inc • June 2nd, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
No. R-1 INITIAL PRINCIPAL AMOUNT CUSIP 173073 81 8 REPRESENTED $- representing - SEQUINS ($10 per SEQUINS)Citigroup Global Markets Holdings Inc • September 23rd, 2003 • Security brokers, dealers & flotation companies
ContractCitigroup Global Markets Holdings Inc • February 3rd, 2005 • Security brokers, dealers & flotation companies
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
