THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Citigroup Inc. (C)

3/14/2006 Proxy Information

Officers and employees of Citigroup and members of their immediate families who share their homes or are financially dependent upon them who wish to purchase or sell securities in brokerage transactions are generally required by CitigroupÕs policies to do so through a Citigroup broker-dealer affiliate. CitigroupÕs affiliates also may, from time to time, enter into transactions on a principal basis involving the purchase or sale of securities, derivative products and other similar transactions in which our directors, officers and employees, or members of their immediate families have an interest. All of these transactions are entered into in the ordinary course of business on substantially the same terms, including interest rates and collateral provisions, as those prevailing at the time for comparable transactions with our other similarly situated customers. For certain transactions with officers and employees, these affiliates may offer discounts on their services.

Citigroup has established funds that employees have invested in. In addition, certain of our directors and executive officers have from time to time invested their personal funds directly or directed that funds for which they act in a fiduciary capacity be invested in funds arranged by CitigroupÕs subsidiaries on the same terms and conditions as the other outside investors in these funds, who are not our directors, executive officers, or employees. Other than certain ŅgrandfatheredÓ investments, in accordance with SARBANES-OXLEY and the Citigroup Corporate Governance Guidelines, executive officers may invest in certain Citigroup-sponsored investment opportunities only under certain circumstances and with the approval of the appropriate committee.

In 2005 Citigroup performed investment banking, financial advisory and other services in the ordinary course of our business for certain organizations in which some of our directors are officers or directors. Citigroup may also, in the ordinary course of business, have sponsored investment opportunities in which such organizations participated. In addition, in the ordinary course of business, Citigroup may use the products or services of organizations in which some of our directors are officers or directors.

Except for Messrs. Hern‡ndez, Prince, Rubin, and Weill, no director is a current or former officer or employee of Citigroup or any of its subsidiaries.

Other than Mr. Andrall Pearson, who retired from the board in April 2005, the persons listed on page 38 were the only members of the personnel and compensation committee during 2005.

Certain directors and executive officers have immediate family members who are employed by Citigroup or a subsidiary. The compensation of each such family member was established by Citigroup in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. None of the directors or executive officers has a material interest in the employment relationships nor do any of them share a home with these employees. These employees are nine of the approximately 300,000 employees of Citigroup. With one exception, none of them is, or reports directly to any executive officer of Citigroup. With respect to this one individual, and in any other instance where a relative may report to an executive officer, that individualÕs compensation is reviewed by an independent compensation consultant.

Until January 27, 2006, an adult child of Mr. Thomas, a director, was employed in CitigroupÕs Private Client business and received 2005 compensation of $288,918. An adult child of Mr. Druskin, an executive officer, is employed in CitigroupÕs Corporate and Investment Banking business and received 2005 compensation of $2,750,000. An adult spouse of another adult child of Mr. Druskin is employed in CitigroupÕs Corporate and Investment Banking business and received 2005 compensation of $311,000. A sister-in-law of Ms. Magner, formerly an executive officer, is employed in CitigroupÕs Global Consumer business and received 2005 compensation of $139,346. A sibling of Mr. Prince, a director and Chief Executive Officer, is employed in CitigroupÕs Corporate and Investment Banking business and received 2005 compensation of $170,000. A sibling of Mr. Willumstad, a former director and executive officer, is employed in CitigroupÕs Global Consumer business and received 2005 compensation of $247,825. A sibling of Mr. Medina-Mora, an executive officer, is employed by Banamex, a subsidiary of Citigroup, and received 2005 compensation of $1,006,309. A cousin of Mr. Medina-Mora is employed by Banamex and received 2005 compensation of $196,741. An adult spouse of a sibling of Mr. Freiberg, an executive officer, is employed by the CitigroupÕs Global Consumer business and received 2005 compensation of $101,500.

The spouse of Mr. Prince, the Chief Executive Officer and a director, was in 2005 a partner in a law firm that performed legal services for Citigroup and its subsidiaries. In order to ensure that she had no interest in the revenues the firm received from its business relationship with Citigroup she entered into an agreement with the firm under which her income for the period July 1, 2003 through December 31, 2005 was proportionately reduced each year by the percentage of the firmÕs revenues attributable to Citigroup and its subsidiaries. On January 1, 2006, she ceased being a partner in the firm and became Of Counsel, an employee of the law firm. Going forward, she will receive a fixed salary which will not vary with the amount of legal work the law firm performs for Citigroup and its subsidiaries. She has never performed legal services for Citigroup or its subsidiaries and will not do so as Of Counsel to the firm.

3/15/2005 Proxy Information

During 2002, Citigroup sold its ownership interest in three aircraft and service-related companies to Alfredo Harp and Roberto Hernandez, directors of Citigroup.

Officers and employees of Citigroup and members of their immediate families who share their homes or are financially dependent upon them who wish to purchase or sell securities in brokerage transactions are generally required by CitigroupÕs policies to do so through a Citigroup broker-dealer affiliate. CitigroupÕs affiliates also may, from time to time, enter into transactions on a principal basis involving the purchase or sale of securities, derivative products and other similar transactions in which our directors, officers and employees, or members of their immediate families have an interest. All of these transactions are entered into in the ordinary course of business on substantially the same terms, including interest rates and collateral provisions, as those prevailing at the time for comparable transactions with our other similarly situated customers. For certain transactions with officers and employees, these affiliates may offer discounts on their services.

Citigroup has established funds that employees have invested in. In addition, certain of our directors and executive officers have from time to time invested their personal funds directly or directed that funds for which they act in a fiduciary capacity be invested in funds arranged by CitigroupÕs subsidiaries on the same terms and conditions as the other outside investors in these funds, who are not our directors, executive officers, or employees. Other than certain ŅgrandfatheredÓ investments, in accordance with SARBANES-OXLEY and the Citigroup Corporate Governance Guidelines, executive officers may invest in certain Citigroup-sponsored investment opportunities only under certain circumstances and with the approval of the appropriate committee.

In 2004 Citigroup performed investment banking, financial advisory and other services in the ordinary course of our business for certain organizations in which some of our directors are officers or directors. Citigroup may also, in the ordinary course of business, have sponsored investment opportunities in which such organizations participated. In addition, in the ordinary course of business, Citigroup may use the products or services of organizations in which some of our directors are officers or directors.

State Street Bank and Trust Company may be deemed to have beneficially owned more than 5% of the outstanding shares of Citigroup common stock as of December 31, 2004. During fiscal 2004, Citigroup engaged in transactions in the ordinary course of business with State Street and certain of its affiliates. State Street acts as custodian for CitigroupÕs 401(k) plan for U.S. employees. Such transactions were on substantially the same terms as those prevailing at the time for comparable transactions with unrelated third parties. CitiStreet, a 50/50 joint venture of Citigroup and State Street, is a global benefits delivery firm that serves more than nine million benefit plan participants. CitiStreet contributed $17 million of revenue to Citigroup in 2004.

Except for Roberto Hern‡ndez, Charles Prince, Robert Rubin, Sanford Weill and Robert Willumstad, no director is a current or former officer or employee of Citigroup or any of its subsidiaries.

Other than Ann Jordan, Dudley Mecum, Franklin Thomas and Arthur Zankel, the persons listed on page 30 were the only members of the personnel and compensation committee during 2004.

Certain directors and executive officers have immediate family members who are employed by Citigroup or a subsidiary. The compensation of each such family member was established by Citigroup in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. None of the directors or executive officers has a material interest in the employment relationships nor do any of them share a home with these employees. These employees are seven of the approximately 300,000 employees of Citigroup. None of them is, or reports directly to, any executive officer of Citigroup.

An adult child of Ann Dibble Jordan, a director, was employed in CitigroupÕs corporate human resource area for a portion of 2004 and received 2004 compensation of $131,250. At December 31, 2004, this individual was no longer employed by Citigroup. An adult child of Franklin Thomas, a director, is employed in CitigroupÕs Private Client business and received 2004 compensation of $276,869 and 500 options. An adult child of Robert Druskin, an executive officer, is employed in CitigroupÕs Global Corporate and Investment Bank and received 2004 compensation of $2,750,000 and 9,620 options. An adult spouse of another adult child of Robert Druskin is employed in CitigroupÕs Global Corporate and Investment Bank and received 2004 compensation of $300,000. A sister-in-law of Marjorie Magner, an executive officer, is employed in CitigroupÕs Global Consumer business and received 2004 compensation of $79,844. A sibling of Charles Prince, a director and Chief Executive Officer, is employed in CitigroupÕs Global Corporate and Investment Bank and received 2004 compensation of $165,000. A sibling of Robert Willumstad, a director and executive officer, is employed in CitigroupÕs Global Consumer business and received 2004 compensation of $232,444 and 700 options. Similarly to options granted to all other employees, all options described above were granted in January 2004 at fair market value.

The spouse of Charles Prince, the Chief Executive Officer and a director of Citigroup, is a partner in a law firm that performs legal services for Citigroup and its subsidiaries. She has never performed legal services for Citigroup or any of its subsidiaries. In order to ensure that she has no interest in the revenues the firm receives from its business relationship with Citigroup (a) she agreed with the firm that she will not work on matters for Citigroup or any of its subsidiaries; and (b) her income, following her marriage to Mr. Prince in the second half of 2003, was and, for each year thereafter, will be, proportionately reduced by the percentage of the firmÕs revenues attributable to Citigroup and any of its subsidiaries.

3/16/2004 Proxy Information

In July 2003, Citigroup sold its equity interest in Grupo ProAgro, S. de R.L. de C.V. and its subsidiaries (Grupo ProAgro), which was 95% owned by CitigroupÕs subsidiary Banco Nacional de Mˇxico, S.A. (BANAMEX) to a group of Mexican investors that included the brother and two daughters of Roberto Hern‡ndez, a Citigroup director. Roberto Hern‡ndez was not a participant in the transaction and neither his brother nor his daughters is financially dependent upon him. The purchase price paid for the equity interest was $0.2 million plus the repayment of outstanding indebtedness of Grupo ProAgro to BANAMEX in the amount of $2 million plus accrued interest and the assumption of all other existing liabilities as well as certain contingent liabilities, including severance payments and future contractual obligations, which amounted to approximately $6.7 million. The divestiture also included the sale of one farm to Borg Produce Sales, Inc., an unrelated third party, for approximately $1.4 million.

Grupo ProAgro was established as an agriculture industrial company following foreclosure of certain farms during the early 1990s. The main assets of Grupo ProAgro are 4 grape farms located in northern Mexico, 2 citrus farms located in southeastern Mexico and a processing plant located in central Mexico. Citigroup acquired Grupo ProAgro as part of the BANAMEX transaction in 2001. In order to comply with Mexican foreign investment legislation, which limits foreign ownership of agricultural lands, BANAMEX was required to divest Grupo ProAgro following its acquisition by Citigroup. For approximately 2 years, BANAMEX tried unsuccessfully to sell Grupo ProAgro, until it agreed to the above transaction. In determining the sale price, an independent third-party opinion was obtained from Carlos A. Sandoval-Miranda, an independent expert on appraisals of agricultural real estate. The valuation considered different methods, including replacement value, on-going concern value and a prompt sale under then-current market conditions for each property. Considering the lack of other interested purchasers and the need to dispose of these assets to comply with regulatory requirements, BANAMEX chose the method of prompt sale under then-current market conditions, which showed an aggregate value of approximately $9.7 million for all properties, which compares favorably with the aggregate consideration received by BANAMEX (including the assumption of liabilities) of $10.4 million.

The board of directors of BANAMEX and the nomination and governance committee of the Citigroup board approved the transaction.

On October 2, 2003, Sanford Weill sold 5,565,771 shares of Citigroup common stock to Citigroup at a price of $47.1449 per share, $262,397,717.22 in the aggregate, which purchase price represented the lower of the volume weighted average price of Citigroup common stock on October 2, 2003 and the composite closing price of Citigroup common stock on the NYSE on October 2, 2003. In order to prevent possible disruption to the market such a sale could cause, the board approved the purchase by Citigroup of shares of common stock from Mr. Weill, an employee, making an exception to CitigroupÕs policy regarding such purchases. Following the sale, Mr. Weill held 16.7 million shares of Citigroup common stock.

Officers and employees of Citigroup and members of their immediate families who share their homes or are financially dependent upon them who wish to purchase or sell securities in brokerage transactions are generally required by CitigroupÕs policies to do so through a Citigroup broker-dealer affiliate. CitigroupÕs affiliates also may, from time to time, enter into transactions on a principal basis involving the purchase or sale of securities, derivative products and other similar transactions in which our directors, officers and employees, or members of their immediate families have an interest. All of these transactions are entered into in the ordinary course of business on substantially the same terms, including interest rates and collateral provisions, as those prevailing at the time for comparable transactions with our other similarly situated customers. For certain transactions with officers and employees, these affiliates may offer discounts on their services.

In 2003 Citigroup performed investment banking, financial advisory and other services in the ordinary course of our business for certain organizations in which some of our directors are officers or directors. Citigroup may also, in the ordinary course of business, have sponsored investment opportunities in which such organizations participated. In addition, in the ordinary course of business, Citigroup may use the products or services of organizations in which some of our directors are officers or directors.

Except for Roberto Hernandez, Charles Prince, Robert Rubin, Sanford Weill and Robert Willumstad, no director is a current or former officer or employee of Citigroup or any of its subsidiaries.

The persons listed on page 30 were the only members of the personnel and compensation committee during 2003.

Certain directors and executive officers have immediate family members who are employed by Citigroup or a subsidiary. The compensation of each such family member was established by Citigroup in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. None of the directors or executive officers has a material interest in the employment relationships nor do any of them share a home with these employees. These employees are six of the approximately 275,000 employees of Citigroup and do not report directly to any executive officer of Citigroup.

An adult child of Ann Dibble Jordan, a director, is employed in CitigroupÕs corporate human resource area and received 2003 compensation of $350,000 and 4,500 options. An adult child of Franklin Thomas, a director, is employed in CitigroupÕs Private Client Group and received 2003 compensation of $236,500 and 1,000 options. An adult child of Robert Druskin, an executive officer, is employed in CitigroupÕs Global Corporate and Investment Banking division and received 2003 compensation of $2,105,461 and 8,240 options. An adult spouse of another adult child of Robert Druskin is employed in CitigroupÕs Global Corporate and Investment Banking division and received 2003 compensation of $150,000. A sibling of Charles Prince, a director and Chief Executive Officer, is employed in CitigroupÕs Global Corporate and Investment Banking division and received 2003 compensation of $143,900. A sibling of Robert Willumstad, a director and executive officer, is employed in CitigroupÕs Global Consumer division and received 2003 compensation of $214,200 and 1,040 options. Similarly to options granted to all other employees, all options described above were granted in February 2003 at the then-prevailing market price.

The spouse of Charles Prince, the Chief Executive Officer and a director of Citigroup, is a partner in a law firm that performs legal services for Citigroup and its subsidiaries.

3/11/2003 Proxy Information

During 2002, Citigroup sold its ownership interest in three aircraft and service-related companies to Alfredo Harp and Roberto Hern‡ndez, directors of Citigroup. These assets were acquired as part of the Banamex transaction and had a book value of $11.3 million at the time of sale. The cash purchase price paid for the three companies was $3.5 million, plus the assumption by the purchasers of the aircraft and service-related companiesÕ $33.8 million of indebtedness. The purchase was made through trusts controlled by Messrs. Harp and Hern‡ndez, with the purchase price allocated equally between the two trusts. Banamex is the trustee of each trust.

In determining the sale price, an independent third party opinion was obtained from Finatech, a licensed Mexican appraisal firm, validating the methodologies and the valuation assessment used in an internal valuation of these assets. At September 30, 2001, the valuation, which was based on the core aircraft assets, plus the fair value of other assets and liabilities of the aircraft and service-related companies, was $5.5 million in the aggregate. Finatech concluded that the valuation methodology was correct and the conclusions of the internal valuation were reasonable. Due to the impact of intervening events between the original valuation and the sale date, including the on-going impact of a weakening global economy as a result of the events of September 11, and an increase in these companiesÕ debt after September 30, 2001, the valuation was adjusted down to $2.85 million at the time of sale.

Citigroup registered, as part of a universal shelf registration statement filed in December of 2002 and amended in January of 2003, the sales from time to time of up to 30,635,000 shares of common stock of Citigroup by Accivalmex Patrimonial, S.A. de C.V., a publicly held mutual fund organized under the laws of Mexico, and an affiliate of Citigroup, as selling stockholder. Messrs. Harp and Hern‡ndez, directors of Citigroup, own approximately 2.22% and .87%, respectively, of such fund. Their immediate family members own approximately 49% of such fund. As the manager of the fund is Impulsora de Fondos Banamex, an indirect wholly-owned subsidiary of Citigroup, sales of any Citigroup shares by the fund must be registered. The amount of the registration fee paid to the SEC associated with these shares was $103,944.