Citigroup (C)

Citi and Nikko Cordial Amend Definitive Share Exchange Agreement

Tokyo / New York – Citi announced today that Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation have amended the definitive share exchange agreement signed by Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation on October 31, 2007, under which Citi would exchange all issued shares of Nikko Cordial that Citi does not already own for shares of Citigroup, Inc.

Citi reiterated that through the share exchange and the subsequent ownership of all of the common stock of Nikko Cordial, Citi will further strengthen its comprehensive strategic alliance with Nikko Cordial and accelerate its growth in Japan, an important part of the company’s global growth strategy. The alliance is based on the complementary capabilities of Citi and Nikko, with the goal of becoming the leading comprehensive banking and securities group in Japan.

Citi and Nikko Cordial have agreed that:

The revised arrangement was agreed to by Citi to ensure the share exchange transaction proceeds smoothly in light of changes in global financial markets since the announcement of the share exchange on October 2, 2007. This approach is consistent with Citi’s previously stated objective of limiting the exposure of Nikko Cordial shareholders to Citi share price volatility and foreign exchange rate risk during the period from the announcement of the transaction to the determination of the exchange ratio. In view of the elimination of the collar, Citi requested the termination clause to limit potential dilution, and in return, Nikko stipulated that Citi lower the termination level significantly to increase certainty of transaction completion for the benefit of Nikko’s shareholders.

The amended agreement is not expected to affect the timing of the closing of the transaction, which is scheduled to occur in January 2008. Based on Citi’s current share price, the amended share exchange is expected to be neutral to earnings in 2008 and accretive thereafter.