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US17308G6109 ( en USD )

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Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par CitiGroup ( Etats-unis ) , en USD, avec le code ISIN US17308G6109, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/10/2012

FINAL TERMS

14th November, 2008

CITIGROUP GLOBAL MARKETS HOLDINGS INC.

Issue of up to 20,000,000 India Participation Certificates linked to the ordinary shares of Opto
Circuits India Limited to be consolidated and form a single Series with the issue of up to
11,000,000 India Participation Certificates linked to the ordinary shares of Opto Circuits India
Limited issued on 11 November, 2005
(the Warrants)
under the Warrant Programme

Notwithstanding anything to the contrary in these Final Terms or the Base Prospectus (as defined
below), all persons may disclose to any and all persons, without limitation of any kind, the United
States federal, state and local tax treatment of the Warrants, any fact relevant to understanding the
United States federal, state and local tax treatment of the Warrants, and all materials of any kind
(including opinions or other tax analyses) relating to such United States federal, state and local tax
treatment other than the names of the parties or any other person named herein, or information that
would permit identification of the parties or other non-public business or financial information that is
unrelated to the United States federal, state or local tax treatment of the Warrants with respect to such
person and is not relevant to understanding the United States federal, state or local tax treatment of the
Warrants with respect to such person.

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
Conditions) set forth in the Offering Memorandum dated 25th May (the Offering Memorandum),
2004. This document constitutes the Final Terms of the Warrants described herein for the purposes of
Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) and must
be read in conjunction with the Base Prospectus dated 15th February, 2008 (the Base Prospectus), as
supplemented by a Supplemental Prospectus (the Supplemental Prospectus), dated 3rd July, 2008
(the Supplemental Prospectus together with the Base Prospectus, the Prospectus) which constitutes a
base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which
are extracted from the Offering Memorandum and are attached hereto at Schedule 4. Full information
on the Issuer and the offer of the Warrants is only available on the basis of the combination of these
Final Terms, the Conditions set forth in the Offering Memorandum and the Prospectus (excluding the
Conditions of the Warrants contained therein). Copies of such documents are available for viewing at
the specified offices of the Managers and the Warrant Agents in Frankfurt am Main and Luxembourg.
Such documents will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
References in the Conditions to "Pricing Supplement" shall be deemed to be references to these Final
Terms.

The Indian government imposes upon foreign institutional investors in India, such as Citigroup Global
Markets Limited, certain restrictions in connection with their investment in the Indian securities and
derivatives market and in their transactions with counterparties. In particular, the Indian government
requires such foreign institutional investors to comply with certain know-your-client obligations. In
order to fulfil these obligations, certain acknowledgements, representations, warranties and
undertakings are required from the Warrantholder in connection with any transaction with the

Warrantholder in respect of any Warrants. Accordingly, by the purchase of any Warrant, each
Warrantholder will be deemed to represent, warrant, undertake and agree that (or if any
Warrantholder is a broker-dealer acting on behalf of a client or other professional fiduciary acting on
behalf of a discretionary or similar account held for the benefit or account of a client, such
Warrantholder will be deemed to represent, warrant and undertake that such client has confirmed to
such Warrantholder that such client acknowledges, represents, warrants, agrees and undertakes that):
(a)
it consents to the provision by the Issuer to any Indian governmental or regulatory authority
of any information regarding it and its purchase of the Warrants as required under applicable
Indian regulations and/or as requested by any Indian governmental or regulatory authority;
(b)
it further agrees to provide to the Issuer and the Manager or directly to any Indian
governmental or regulatory authority such additional information that the Issuer and the
Manager and/or the regulatory authority deems necessary or appropriate in order for the
Issuer and the Manager to comply with any such regulations and/or requests;
(c)
the Warrants are not purchased for the benefit or account of, or pursuant to or in connection
with any back-to-back transaction with, (i) a Person Resident in India as the term is used in
the Foreign Exchange Management Act, 1999 , or (ii) a "Non-Resident Indian", a "Person of
Indian Origin" or an "Overseas Corporate Body", as such terms are used in the Foreign
Exchange Management (Deposit) Regulations 2000 as notified by the Reserve Bank of India
or (iii) any entity or person that is not regulated (as such term is used in the Securities and
Exchange Board of India (Foreign Institutional Investors Amendment) Regulations, 2004)
(each, a Restricted Entity);
(d)
it is not a Restricted Entity;
(e)
it will not, directly or indirectly, sell, transfer, assign, novate or otherwise dispose of the
Warrants to or for the benefit or account of any Restricted Entity; and

(f)
if it sells, transfers, assigns, novates, or otherwise disposes of the Warrants to a transferee, it

will obtain from the transferee the same representations, warranties, undertakings and

agreements set out in paragraphs (a) to (e) above and in this paragraph (f).

References herein to numbered Conditions are to the terms and conditions of the Warrants and words
and expressions defined in such terms and conditions shall bear the same meaning in these Final
Terms, save where otherwise expressly provided.

1.
(a) Series Number:
2004-457.

(b) Consolidation:
The Warrants are to be consolidated and form a single

Series with the issue of up to 11,000,000 India

Participation Certificates linked to the ordinary shares of
Opto Circuits India Limited issued on 11 November 2005
(the Original Warrant).

2.
Type of Warrant:
The Warrants are Share Warrants linked to the ordinary
shares of Opto Circuits India Limited which are
represented by a Combined Global Warrant as further
described herein.

3.
Exercise Style:
The Warrants are American Style Warrants.

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4.
Call/Put Warrants:
The Warrants are Call Warrants.

5.
(a) Number of Warrants being The number of Warrants being issued is up to 20,000,000.
issued:
The number of Warrants issued on the Issue Date is

3,000,000.

(b) Total Number of Warrants:
The total number of Warrants is up to 31,000,000. The

total number of Warrants in issue on the Issue Date is

14,000,000.

(c) Warrants issued:
Of the Original Warrants, all 11,000,000 Warrants are in
issue as of the Issue Date.

6.
Issue Price:
The issue price per Warrant on the Issue Date is
U.S.$1.97.

7.
Exercise Price:
The exercise price per Warrant (which may be subject to
adjustment in accordance with Condition 15(B)) is
U.S.$ 0.00001.

8.
Issue Date:
The issue date of the Warrants is 14th November, 2008.

9.
Exercise Period:
The exercise period in respect of the Warrants is from and
including 14th November, 2005 to and including 24th
October, 2012.

10.
Automatic Exercise:
Automatic Exercise applies.

11.
Averaging:
Averaging does not apply to the Warrants.

12.
Business Day Centre(s):
The applicable Business Day Centres for the purposes of
the definition of Business Day in Condition 3 are Hong
Kong, London, New York City and Mumbai.

13.
Settlement Date:
(i)
In relation to Cash Settled Warrants, the Settlement
Date for such Warrants is three Business Days after
the final Scheduled Trading Day of the relevant
Valuation Period (as defined in paragraph 26
below).

(ii) In relation to Physical Delivery Warrants, the
Settlement Date for such Warrants is three
Settlement Business Days after the Actual Exercise
Date.

Settlement Business Day for the purposes of Condition
4(C)(ii) and Condition 5(F) means a day on which
commercial banks are open for general business
(including dealings in foreign exchange and foreign
currency deposits) in Hong Kong, London and Mumbai.

14.
Settlement:
Settlement will be by way of cash payment (Cash Settled
Warrants and Cash Settlement) or physical delivery

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(Physical Delivery Warrants and Physical Delivery), at
the option of the Warrantholder, but subject as provided
below.

In order to exercise a Warrant, the holder must deliver in
accordance with Condition 5 an Exercise Notice in the
form attached in Schedule 2 hereto.

In the event that a Warrantholder elects Physical Delivery
then for the purposes of the provisions of Condition
4(A)(i), the Actual Exercise Date for such Physical
Delivery Warrants shall be deemed to be the fifth
Business Day following the Business Day during the
Exercise Period on which such Exercise Notice is deemed
delivered in accordance with Condition 4(A)(i) Provided
That a Warrantholder may only select Physical Delivery if
the Business Day during the Exercise Period on which
such Exercise Notice is deemed delivered in accordance
with Condition 4(A)(i) is five or more Business Days prior
to the Expiration Date and any Exercise Notice deemed so
delivered after such date shall be deemed to be a Cash
Settled Warrant as shall any Warrant automatically
exercised on the Expiration Date.

Warrantholders should note that the Issuer has the
option to substitute assets or pay the Alternate Cash
Settlement Amount pursuant to Condition 4(F).

If a Warrantholder elects Physical Delivery, it is possible
that the Relevant Asset or the Substitute Asset, if
applicable, delivered pursuant to such election may be
subject to transfer restrictions and additional
certifications may be required from the Warrantholder
to be delivered to Euroclear or Clearstream,
Luxembourg as applicable or as the Issuer may
otherwise require.

AS AT THE ISSUE DATE, SECURITIES
REGULATIONS WITHIN THE REPUBLIC OF
INDIA (INDIA) MAY NOT PERMIT PHYSICAL
DELIVERY BY THE ISSUER OF THE
ENTITLEMENT TO WARRANTHOLDERS,
WHETHER WITHIN INDIA OR ELSEWHERE. IT
IS A CONDITION PRECEDENT TO THE
ELECTION BY A WARRANTHOLDER OF THE
PHYSICAL DELIVERY OPTION THAT, IN THE
SOLE AND ABSOLUTE DISCRETION OF THE
CALCULATION AGENT, THE RELEVANT
REGULATIONS PERMIT SUCH PHYSICAL
DELIVERY.

IN THE EVENT THAT A WARRANTHOLDER
ELECTS PHYSICAL DELIVERY BUT, IN THE

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SOLE DISCRETION OF THE CALCULATION
AGENT, THE RELEVANT REGULATIONS DO
NOT PERMIT SUCH PHYSICAL DELIVERY, THE
WARRANTS SHALL BE DEEMED TO BE CASH
SETTLED WARRANTS AND THE RELEVANT
WARRANTHOLDER SHALL BE DEEMED TO
HAVE SELECTED CASH SETTLEMENT.

15.
Variation of Settlement:
The provisions of Condition 4(E)(ii) will not apply to the
Variation of Settlement of
Warrants.
Physical Delivery Warrants:

16.
Settlement Disruption Event:
The definition of Settlement Disruption Event set out in
Condition 4(C)(ii) shall be deleted and the following
substituted therefor:

"Settlement Disruption Event means, in the sole and
absolute discretion of the Calculation Agent, an event
beyond the control of the Issuer as a result of which the
Issuer cannot make delivery of the Entitlement using the
method specified by the Warrantholder in the Exercise
Notice and shall include, but shall not be limited to, (i) a
failure by the Warrantholder to obtain any requisite
approval from the applicable regulatory authorities
necessary for Physical Delivery and (ii) the Issuer not
being able to effect Physical Delivery of the Entitlement
due to US Securities law issues or otherwise.".

17.
Exchange Rate:
The applicable rate of exchange for conversion of any
amount into the relevant Settlement Currency for the
purposes of determining the Settlement Price (as defined
in paragraph 26 below) shall be the mid Indian rupee
(INR)/U.S.$ exchange rate quoted on Reuters page
"INR=IN" (or such other page or service that may replace
Reuters page "INR=IN" for the purpose of displaying the
mid INR/U.S.$ exchange rate) at 3.45 p.m. (Mumbai
time) on the final Scheduled Trading Day of the relevant
Valuation Period (expressed as the number of INR (or part
thereof) for which one U.S. dollar can be exchanged), as
determined by the Calculation Agent, Provided That if the
Exchange Rate cannot be determined as aforesaid, it shall
be determined by the Calculation Agent by reference to
such sources as it deems appropriate.

18.
Settlement Currency:
The settlement currency for the payment of the Cash
Settlement Amount, any Dividend, any Disruption Cash
Settlement Price or any Failure to Deliver Settlement
Price and/or any other amount payable pursuant to the
Conditions, is United States dollars (U.S.$ or U.S.
dollars), but subject as provided in Schedule 1, paragraph
2(a) (Adjustment Provisions Currency, Cross Border
and Other Restrictions).

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19.
Calculation Agent:
The Calculation Agent is Citigroup Global Markets
Limited, Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB, United Kingdom.

20.
Exchange(s):
For the purposes of Condition 3 and Condition 15(B), the
relevant Exchanges are The National Stock Exchange of
India Limited and The Stock Exchange, Mumbai.

21.
Relevant Asset(s):
The relevant asset to which the Warrants relate is an

ordinary share (a Share) of par value INR 10 of Opto
Circuits India Limited (the Share Company).

22.
Entitlement:
The Entitlement (as defined in Condition 3) in relation to
each Warrant is an amount of the Relevant Asset equal to
one Share.

23.
Evidence of Entitlement:
The Entitlement will be evidenced in the manner notified
by the Warrantholder in the relevant Exercise Notice.

24.
Delivery of Entitlement:
The Entitlement will be delivered in the manner notified
by the Warrantholder to the Issuer in the relevant Exercise
Notice.

If a Warrantholder elects Physical Delivery, any
Additional Costs incurred by the Calculation Agent on
behalf of the Issuer in purchasing Shares in order to make
delivery of the Entitlement to the relevant Warrantholder
shall be borne by such Warrantholder and delivery of the
Entitlement shall be subject to payment of such Additional
Costs by such Warrantholder.

Additional Costs means costs imposed on the Calculation
Agent due to local restrictions on the purchase and sale of
Shares by foreign investors.

25.
Minimum Exercise Number:
In relation to any Physical Delivery Warrants, where the
Calculation Agent determines that it is customary market
practice that the Entitlements are only sold in minimum
numbers or integral multiples thereof, then such Warrants
must be exercised in such minimum amounts or in such
integral multiples thereof as shall allow such customary
market practice to be followed and if Physical Delivery in
relation to any such exercise would not allow such
customary market practice to be followed, then such
Warrants (or such number thereof, as the case may be)
shall be deemed to be Cash Settled Warrants and the
relevant Warrantholder shall be deemed to have selected
Cash Settlement.

26.
Settlement Price:
In relation to an Actual Exercise Date and the Warrants
exercised on such date, the Settlement Price will be an
amount calculated by the Calculation Agent in accordance
with the following formula:

6

C
A x
,
B

Where:

A means 99.5 per cent.;

B means the Exchange Rate; and

C means the average price per Share arising from the sale
by the Calculation Agent of the Sold Shares and where the
Sold Shares are sold, at the option of the Calculation
Agent, on either or both Exchange(s) in such numbers of
the Shares and at such times on the First Valuation Date,
subject as provided below, as the Calculation Agent in its
commercially reasonable judgement determines

Provided That, the Calculation Agent shall have the
discretion not to sell on either or both Exchange(s) all or
any of the Sold Shares on the First Valuation Date (if the
First Valuation Date is a Disrupted Day or for any other
reason) and those Shares comprising the Sold Shares not
sold on the First Valuation Date shall be sold on either or
both Exchange(s) as soon thereafter as the Calculation
Agent determines in its commercially reasonable
judgement. The period of Scheduled Trading Days from
and including the First Valuation Date to the Scheduled
Trading Day on which all the Sold Shares have been sold
shall be the Valuation Period.

References herein to a sale of Shares shall be deemed to
be references to a notional or actual sale of Shares by the
Calculation Agent as a foreign investor and references to
"sell" and "sold" shall be construed accordingly.

First Valuation Date means, in relation to a Warrant, the
Actual Exercise Date or, if such date is not a Scheduled
Trading Day, the first succeeding Scheduled Trading Day.

Sold Shares means, in relation to an Actual Exercise Date
and the Warrants exercised on such date, a number of
Relevant Assets equal to the product of A and B, as
determined by the Calculation Agent, where: A means the
Share Amount and B means the aggregate number of
Warrants exercised on such Exercise Date.

Share Amount means, in relation to each Warrant, one
Relevant Asset.
27.
Exercise Expenses:
The words "taxes duties and/or expenses, including any
applicable depositary charges, transaction or exercise
charges, stamp duty, stamp duty reserve tax, issue,
registration, securities transfer and/or other taxes or duties

7

arising in connection with the exercise of such Warrants
or Units, as the case may be, (Exercise Expenses)" set out
in Condition 5(A)(1)(v) shall be deleted and the words
"Exercise Expenses" shall be substituted therefor.

For the purposes of Condition 5(A)(1)(v), Exercise
Expenses means:
(i) all taxes duties and/or expenses, including any
applicable depositary charges, transaction or exercise
charges, stamp duty, stamp duty reserve tax, issue,
registration, securities transfer and/or other taxes or duties
arising in connection with the exercise of such Warrants;
and
(ii) all duties, levies and taxes (including any stamp,
transfer or withholding taxes or tax on profits or capital
gains) whatsoever which the Calculation Agent
determines would be, or would have been, sustained or
incurred by the Issuer or any Affiliate or a Mauritius
resident foreign investor had such entity owned or
disposed of Shares in a number equal to such Warrants on
any day during the relevant Valuation Period.

The Issuer has sole and complete discretion as to what the
Exercise Expenses should be from time to time.

28.
Cash Settlement Amount:
The first paragraph of Condition 4(B) shall be amended by
the deletion of the word "zero" in the last line thereof and
the substitution of the words "U.S.$ 0.01" therefor.

29.
Failure to Deliver:
Failure to Deliver applies to the Warrants.

30.
Special conditions or other final See Schedule 1 attached hereto.
terms:

31.
Additional Selling Restrictions:
Not Applicable.

32.
Eligibility for sale in the United The Warrants are not eligible for sale into the United
States within the meaning of States or to U.S. persons except to certain QIBs pursuant
Rule 144A to QIBs:
to Rule 144A under the Securities Act.

Warrants eligible for sale in the United States pursuant to
Rule 144A to QIBs and to non-US persons in reliance on
Regulation S will be represented by the Combined Global
Warrant and will be subject to the transfer restrictions set
forth on the Combined Global Warrant.

(a)
The Combined Global Warrant will be deposited
with a Common Depositary on behalf of
Clearstream, Luxembourg, and Euroclear;

(b) the Warrants may be issued concurrently outside

8

the United States to non-U.S. persons;

(c)
the Warrants may be transferred to QIBs; and

(d) the Warrants may be transferred to non-U.S.
persons.

33.
Additional U.S. federal income
The Issuer will treat the Warrants as forward contracts for
tax consequences:
U.S. federal income tax purposes, as described under
"United States Federal Income Tax Considerations
Characterization of the Warrants" in the Base Prospectus.
See also Schedule 3 attached hereto.

34.
Registered Broker/Dealer:
Citigroup Global Markets Inc.

35.
Syndication:
The Warrants will be distributed on a non-syndicated
basis.

The Manager is Citigroup Global Markets Limited,
Citigroup Centre, Canada Square, Canary Wharf, London
E14 5LB, United Kingdom.

36.
Responsibility Statement:
The Issuer accepts responsibility for the information
contained in these Final Terms, subject as provided below.

The information included in Part B hereof consists of
extracts from or summaries of information that is publicly
available in respect of the Shares. The Issuer accepts
responsibility for accurately reproducing such extracts or
summaries and, as far as the Issuer is aware and is able to
ascertain from such publicly available information, no
facts have been omitted which would render the
reproduced information inaccurate or misleading.

9

CITIGROUP GLOBAL MARKETS HOLDINGS INC.

as Issuer

Signed on behalf of the Issuer:

By:.................................
Duly authorised

The Warrants will not become valid or obligatory for any purpose until the Final Terms are attached
to the applicable Global Warrant and the certificate of authentication on such Global Warrant has
been signed by or on behalf of the relevant Warrant Agent.

WARNING
The contents of these Final Terms have not been reviewed by any regulatory authority in Hong
Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about
any of the contents of these Final Terms, you should obtain independent professional advice.

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