Company Name: Citigroup Inc.
Public Availability Date: March 2, 2006

Document Sections:

INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 22, 2005

U.S. Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal Submitted to Citigroup Inc. by The American Federation of State, County and Municipal Employees

Dear Sir or Madam:

Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed herewith for filing are six copies of a stockholder proposal and supporting statement (the "Proposal") submitted by The American Federation of State, County and Municipal Employees (the "Proponent"), for inclusion in the proxy materials to be furnished to stockholders by Citigroup Inc. in connection with its annual meeting of stockholders to be held on April 18, 2006 (the "Proxy Materials"). Also enclosed for filing are six copies of a statement outlining the reasons Citigroup Inc. deems the omission of the attached Proposal from the Proxy Materials to be proper pursuant to Rule 14a-8(i)(1), Rule 14a-8(i)(2), Rule 14a-8(i)(6) and Rule 14a-8(i)(8) promulgated under the Exchange Act, and six copies of an opinion of Morris, Nichols, Arsht & Tunnell as to certain matters of Delaware law.

Rule 14a-8(i)(1) provides that a proposal may be omitted if it "is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization."

Rule 14a-8(i)(2) provides that a proposal may be omitted if it would, if implemented, "cause the company to violate any state ... law to which it is subject."

Rule 14a-8(i)(6) provides that a proposal may be omitted if "the company would lack the power or authority to implement the proposal."

Rule 14a-8(i)(8) provides that a proposal may be omitted if it "relates to an election for membership on the company's board of directors."

By copy of this letter and the enclosed material, Citigroup Inc. is notifying the Proponent of Citigroup Inc.'s intention to omit the Proposal from the Proxy Materials. Citigroup Inc. currently plans to file its definitive Proxy Materials with the Securities and Exchange Commission on or about March 14, 2006.

Kindly acknowledge receipt of this letter and the enclosed material by stamping the enclosed copy of this letter and returning it to me in the enclosed self-addressed, stamped envelope. If you have any comments or questions concerning this matter, please contact me at (212) 793-7396.

Very truly yours,

/s/

Shelley J. Dropkin
General Counsel, Corporate Governance

cc: Charles Jurgonis
The American Federation of State, County and Municipal Employees

Encls.

[APPENDIX]
STATEMENT OF INTENT TO OMIT STOCKHOLDER PROPOSAL

Citigroup Inc., a Delaware corporation ("Citigroup" or the "Company"), intends to omit the stockholder proposal and supporting statement (the "Proposal"), a copy of which is attached hereto as Exhibit A, submitted by The American Federation of State, County and Municipal Employees (the "Proponent") for inclusion in its proxy statement and form of proxy (together, the "Proxy Materials") to be distributed to stockholders in connection with the Annual Meeting of Stockholders to be held on April 18, 2006.

The Proposal urges the board of directors of the Company (the "Board") to adopt a provision in the bylaws of the Company (the "Bylaws") that would require the Company to reimburse the "reasonable expenses, including but not limited to legal, advertising, solicitation, printing and mailing costs" that are incurred by a stockholder or group of stockholders (in each case, a "Nominator") who presents candidates for election in contests in which "the election of fewer than 50% of the directors to be elected is contested." The Proposal would require reimbursement of (a) all reasonable expenses incurred by the Nominator if any of the Nominator's nominees are elected to the Board and (b) a percentage of the Nominator's reasonable expenses, determined by dividing the highest number of votes received by one of the Nominator's nominees by the votes received by the elected nominee who received the fewest votes in favor of election (the "Reimbursable Percentage"), if (i) none of the Nominator's nominees are elected to the Board but (ii) the Nominator would be entitled to reimbursement for 30% or more of the Nominator's expenses based on the Reimbursable Percentage. The Proposal would not apply if stockholders are entitled to cumulate their votes to elect directors and would apply only to elections held after the bylaw described in the Proposal is adopted.

It is Citigroup's belief that the Proposal may be omitted pursuant to Rule 14a-8(i)(8), Rule 14a-8(i)(2), Rule 14a-8(i)(1) and Rule 14a-8(i)(6) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule 14a-8(i)(8) provides that a proposal may be omitted if it "relates to an election for membership on the company's board of directors." Rule 14a-8(i)(2) provides that a proposal may be omitted if it would "cause the company to violate any state ... law to which it is subject" if the proposal were implemented. Rule 14a-8(i)(1) provides that a proposal may be omitted if it "is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization." Rule 14a-8(i)(6) provides that a proposal may be omitted if "the company would lack the power or authority to implement the proposal."

THE PROPOSAL MAY BE OMITTED PURSUANT TO RULE 14a-8(i)(8) BECAUSE IT RELATES TO AN ELECTION FOR MEMBERSHIP ON THE COMPANY'S BOARD OF DIRECTORS.

By forcing the Company to reimburse expenses incurred by stockholders conducting proxy contests, the Proposal clearly "relates to an election for membership" on the Company's Board. Even though the Proposal would, if adopted, apply only prospectively to future director elections, the stated purpose of the Proposal, to encourage contested elections, presents exactly the type of stockholder proposal that the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "SEC") has indicated may be omitted pursuant to Rule 14a-8(i)(8). The SEC has stated that the "principal purpose of [paragraph (c)(8) (renumbered (i)(8))] is to make clear, with respect to corporate elections, that Rule 14a-8 is not the proper means for conducting campaigns or effecting reforms in elections of that nature, since the proxy rules, including [then existing] Rule 14a-11,¹ are applicable thereto." Release No. 34-12598 (July 7, 1976). As evidenced by the Supporting Statement to the Proposal, the Proponent seeks to use the proposed mandatory reimbursement scheme to counter the "scarcity" of contested elections, and therefore seeks to impermissibly effect director election reform through the Company's proxy statement in violation of Rule 14a-8(i)(8).

The Proposal is nothing more than an attempt by the Proponent to elude the Staff's consistent position that it will not recommend enforcement action if companies exclude stockholder proposals seeking adoption of a bylaw requiring the inclusion of stockholder nominees in a company's proxy statement. See, e.g., Alaska Air Group, Inc. (publicly available Feb. 18, 2004) (finding a basis to exclude a proposal that the board amend the bylaws to permit stockholders owning, for at least one year, $2,000 worth of company stock to include information on such stockholders' nominees in the company proxy statement); American International Group, Inc. (publicly available Feb. 14, 2005) (finding a basis to exclude a proposal to amend the company bylaws to include in the company proxy materials information regarding a director candidate nominated by a stockholder who beneficially owns, for at least one year, 3% or more of the company's common stock outstanding); see also The Walt Disney Company (on reconsideration) (publicly available Dec. 28, 2004) (finding a basis to exclude a proposal asking that the company become subject to proposed Rule 14a-11). In fact, just two years ago, the Staff permitted the Company to exclude from its proxy materials for the 2003 Annual Meeting a prior proposal presented by the Proponent that would have required the Company to amend its Bylaws to obligate the Company to include, in its proxy statements, information on candidates nominated for election by stockholders owning, for at least one year, 3% or more of the Company common stock outstanding. Citigroup Inc. (publicly available Jan. 31, 2003). The Staff decided not to recommend enforcement action if the Company excluded that proposal in reliance on Rule 14a-8(i)(8) because "rather than establishing procedures for nomination or qualification generally," it "would establish a procedure that may result in contested elections of directors." Id. The mandatory reimbursement scheme described in the Proposal would similarly establish a repayment procedure for proxy solicitation expenses that may result in contested elections. Indeed, the Proponent endorses the Proposal precisely because, as suggested in the Supporting Statement to the Proposal, contested elections will create a "meaningful threat of director replacement." It makes absolutely no difference that the Company funds used to finance proxy contests would be presented in the form of direct reimbursements rather than only providing access to the Company proxy materials.

Permitting use of company funds for the full panoply of "legal, advertising, solicitation, printing and mailing costs" of a solicitation is far more likely to lead to a contested election than the so-called stockholder access proposals, which employ company funds only insofar as a stockholder nominee would appear in a company's proxy statement. If adopted, the Proposal could drastically increase the frequency of contested elections by offering multiple insurgents the possibility of simultaneous company subsidies for their efforts, and guaranteeing reimbursement if a stockholder successfully elects a director to the Board or comes close. The Proponent simply cannot impose this type of election reform on the Company pursuant to Rule 14a-8. Rather, by declining to recommend enforcement actions against companies omitting stockholder access proposals, the Staff has indicated that reforms in director elections must be addressed through changes to the proxy solicitation rules rather than by the backdoor through Rule 14a-8. See General Motors Corporation (publicly available Feb. 28, 2005) (indicating that the Staff will no longer take the position that a proposal providing that a company become subject to proposed Rule 14a-11 is immune from exclusion pursuant to Rule 14a-8(i)(8), and finding a basis to exclude such a proposal as relating to an election of directors). The SEC's careful consideration of proposed Rule 14a-11, see Release No. 34-48626 (Oct. 17, 2003), and its recent announcement that it will consider internet access to proxy materials as a possible means to decrease the costs of solicitations, see Release No. 34-52926 (Dec. 8, 2005), indicate that the needs of the stockholder electorate are being addressed, and interested constituencies are carefully considering the consequences of each alternative.

The Proponent cannot use Rule 14a-8 as a vehicle to rush into a reimbursement scheme that will force the Company to finance wasteful contests that may be initiated solely to advance a stockholder's personal interests. As the SEC recognized with respect to stockholder access to company proxy materials, such reforms may facilitate "shareholder communications" and strengthen "shareholder control" over directors, but also can increase the frequency of proxy contests, presenting the "danger" that such measures "will encourage the harassment of management and the waste of corporate assets and render issuers' proxy statements unintelligible." See SEC, Staff Report on Corporate Accountability: A Re-examination of Rules Relating to Shareholder Communications, Shareholder Participation in the Corporate Electoral Process and Corporate Governance Generally, Senate Comm. on Banking, Hous. & Urban Affairs, 96^thCong., 2d Sess. 98-127 (Comm. Print 1980). The reimbursement scheme envisioned by the Proposal would similarly encourage the "harassment of management and waste of corporate assets" by opening the corporate treasury for any stockholder who meets the result-oriented test set forth in the Proposal. Rule 14a-8 is not the proper vehicle for this type of director election reform.

THE PROPOSAL MAY BE OMITTED PURSUANT TO RULE 14a-8(i)(2) BECAUSE, IF IMPLEMENTED, IT WOULD CAUSE THE COMPANY TO VIOLATE DELAWARE LAW.

Rule 14a-8(i)(2) permits the omission of a stockholder proposal if the proposal, if implemented, would "cause the company to violate any state, federal or foreign law to which it is subject." As more fully discussed in the opinion of the Delaware law firm of Morris, Nichols, Arsht & Tunnell (the "Opinion") attached hereto as Exhibit B, the bylaw described in the Proposal, if implemented, would incorporate in the Company's Bylaws a provision that would violate the Delaware law that governs when a corporation may pay the solicitation expenses of a proxy contestant in a director election.

Under Delaware law, a corporation cannot pay proxy solicitation expenses, either for Company nominees or stockholder nominees, unless (a) the expenditures are reasonable and (b) the proxy contest involves "substantial questions of policy as distinguished from inconsequential matters and personnel of management...." Hand v. Missouri-Kansas Pipe Line Co., 54 F.Supp. 649, 650 (D. Del. 1944) (summarizing the holding of Hall v. Trans-Lux Daylight Picture Screen Corp., 171 A. 226 (Del. Ch. 1934)). The decisions applying Delaware law to determine whether proxy solicitation expenses may be reimbursed have uniformally applied this policy requirement to determine whether a company should pay such expenses. See Trans-Lux, 171 A. at 228; Empire So. Gas Co. v. Gray, 46 A.2d 741, 744-45 (Del. Ch. 1946); Campbell v. Loew's, Inc., 134 A.2d 852, 864 (Del. Ch. 1957); Essential Enterprises Corp. v. Dorsey Corp., 1960 WL 56156 (Del. Ch. Dec. 15, 1960) at *2; Hibbert v. Hollywood Park, Inc., 457 A.2d 339, 344 (Del. 1983); Hand v. Missouri-Kansas Pipe Line, supra (applying Delaware law); Steinberg v. Adams, 90 F.Supp. 604, 607-608 (S.D.N.Y. 1950) (applying Delaware law); Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797, 802 (S.D.N.Y. 1967) (applying Delaware law). Because the Proposal requires reimbursement of a stockholder's proxy solicitation expenses based on the results of the contest, without requiring any inquiry into whether the proxy contest would benefit all stockholders by informing them on matters of policy, the Proposal is inconsistent with Delaware law and would be invalid if adopted as part of the Company's Bylaws. 8 Del. C. § 109(b) (the bylaws may not contain provisions "inconsistent with law"); see also Brumley v. Jessup & Moore Paper Co., 77 A. 16, 19-20 (Del. 1910) (holding that a bylaw limiting the stockholders' common law right to inspect the company books and records was invalid).

The requirement imposed by Delaware law ensures that corporate funds are spent in proxy contests only if those expenditures are "in the interest of an intelligent exercise of judgment on the part of the stockholders upon policies to be pursued." Trans-Lux, 171 A. at 228. The Proposal would cause the Company to reimburse proxy contestants irrespective of any benefit conferred on all stockholders. The Delaware courts have made clear that corporate funds cannot be used to finance contests that advance the "purely personal enterprise" of the contestants, id. at 229, yet the Proposal provides no safeguard to prevent a stockholder from accessing the corporate treasury for such contests.

Furthermore, the Board cannot adopt the bylaw set forth in the Proposal because that could cause the directors to breach their fiduciary duties by abdicating their responsibility to determine whether a proxy contest implicates issues of corporate policy. The repayment of proxy expenses, like any corporate expenditure, must be approved by the Board, as the directors are empowered by the Delaware General Corporation Law (the "DGCL") to manage the business and affairs of the corporation. See 8 Del. C. §141(a) ("The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation."); see also UIS, Inc. v. Walbro Corp., 1987 WL 18108 (Del. Ch. Oct. 6, 1987) at *² (refusing to grant a temporary restraining order that would have prevented a corporation from expending corporate funds because the directors "are charged with deciding what is and what is not a prudent or attractive investment opportunity" for the company). Moreover, the decision to fund a proxy contest also implicates the responsibilities, imposed by the DGCL, that directors conduct the annual meeting of stockholders and director elections. See, e.g., 8 Del. C. §§211(a) (directors set the time and place for the annual meeting); 213(a) (directors set the record date to determine the stockholders of record who are entitled to notice of, and to vote upon issues presented at, the annual meeting). As the Opinion notes, the directors play the defining role in determining whether proxy expenses should be reimbursed, because the directors, as fiduciaries, must make a determination whether the proxy contest at issue involves matters of corporate policy. And, as a function of this responsibility, the directors owe the Company a fiduciary duty to make a disinterested and good faith determination that reimbursing solicitation expenses advances the best interests of the Company rather than the interests of only the stockholders who instigated the campaign. See Heineman v. Datapoint Corp., 611 A.2d 950, 953 (Del. 1992) (stating that successful insurgents who were elected to the board would be required to prove that their decision to order the company to reimburse their solicitation expenses was entirely fair to the company unless additional facts were adduced that otherwise justified reimbursement).

The Proposal violates Delaware law by asking the Board to abdicate this responsibility to determine whether reimbursement is appropriate by enacting a bylaw that would mandate repayment regardless of the purposes of a proxy contest. The Board cannot abdicate this duty without violating Delaware law. See Quickturn Design Sys. Inc. v. Shapiro, 721 A.2d 1281, 1292 (Del. 1998) (invalidating a contract provision that would have prevented newly elected directors from redeeming or terminating a stockholder rights plan during their first six months in office because that provision "tends to limit in a substantial way the freedom of [newly elected] directors' decisions on management policy") (quoting Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34, 51 (Del. 1994)).

THE PROPOSAL MAY BE OMITTED PURSUANT TO RULE 14a-8(i)(1) BECAUSE IT IS NOT A PROPER SUBJECT FOR ACTION BY STOCKHOLDERS UNDER DELAWARE LAW.

Rule 14a-8(i)(1) permits the omission of a stockholder proposal if "the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization." As noted above, the Proposal would force the Company to reimburse proxy expenditures without making the policy inquiry required by Delaware law. Moreover, the Proposal seeks the adoption of a bylaw that would cause the Board to abdicate its managerial authority, and accompanying fiduciary duties, to determine that such proxy solicitation reimbursement is in the best interests of the Company. Accordingly, because the Proposal would, if implemented, cause the Company to violate Delaware law, as set forth above, it is not a proper subject for stockholder action under Delaware law and may be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(1).

We recognize that the Proponent has cast the Proposal in precatory terms, and that the Staff has indicated that proposals that only request director action are not necessarily excludable pursuant to Rule 14a-8(i)(1) where the same proposal would be excluded if presented as a binding proposal. However, the Proposal is not a proper subject for stockholder action even though it is cast in precatory terms. In the note to Rule 14a-8(i)(1), the SEC has in fact stated that framing a proposal as precatory will not safeguard all proposals from exclusion on a Rule 14a-8(i)(1) basis: "In our experience, most proposals that are cast as recommendations or requests that the board of directors take action are proper under state law. Accordingly, we will assume that a proposal drafted as a recommendation or suggestion is proper unless the company demonstrates otherwise." 17. C.F.R. §240.14a-8(i)(1) Note (emphasis added).

Using a precatory format will save a proposal from exclusion on this basis only if the action that the Proposal urges the directors to take is in fact a proper matter for director action. Because the Proposal would violate Delaware law regardless of whether the bylaw described in the Proposal is adopted by the Company stockholders or the Board, it is excludable pursuant to Rule 14a-8(i)(1) because the Board is not permitted to take the action requested in the Proposal. We note that the Staff reached this very conclusion in its letter to Pennzoil Corporation, in which the Staff stated that it would not recommend enforcement action against Pennzoil for excluding a precatory proposal that asked the directors to adopt a bylaw that could be amended only by the stockholders. Pennzoil Corporation (publicly available Mar. 22, 1993). The Staff agreed that such a precatory proposal did "not appear to be a proper subject for shareholder action under state law" because "there is a substantial question as to whether, under Delaware law, the directors may adopt a by-law provision that specifies that it may be amended only by shareholders." Id. The Staff has also indicated that it will not recommend enforcement action if a company excludes a precatory proposal, pursuant to Rule 14a-8(i)(2) if the recommended action would violate state law. See MeadWestvaco Corporation, (publicly available Feb. 27, 2005) (finding a basis for excluding a proposal "recommending" that the company adopt a bylaw containing a per capita voting standard that, if adopted, would violate state law). Similarly, the Proposal must be excluded because, as noted in the Opinion, Delaware law does not permit the Board to adopt a bylaw that would provide for the reimbursement scheme the Proponent wishes to impose on the Company.

THE PROPOSAL MAY BE OMITTED UNDER RULE 14a-8(i)(6) BECAUSE THE COMPANY MAY LACK THE POWER TO IMPLEMENT THE PROPOSAL.

Rule 14a-8(i)(6) permits the omission of a stockholder proposal if the Company would "lack the power or authority to implement the Proposal." The mandatory reimbursement of stockholder nominees, which would be provided to stockholders irrespective of whether any benefit is conferred on the Company, may constitute corporate waste because the Company will not receive a benefit in return for committing corporate funds, in advance, to reimburse stockholder proxy solicitation expenses. See Orloff v. Shulman, 2005 WL 3272355 (Del. Ch. Nov. 23, 2005) at *11 (stating that corporate waste occurs where "the consideration received by the corporation was so inadequate that no person of ordinary sound business judgment would deem it worth that which the corporation paid") (citations omitted); Michelson v. Duncan, 407 A.2d 211, 217 (Del. 1979) ("The essence of a claim of waste of corporate assets is the diversion of corporate assets for improper or unnecessary purposes."). One group of commentators has even suggested that, unless proxy solicitation expenses are reimbursed to advance a proper corporate purpose, the expenditures are "ultra vires, and therefore invalid." R. Thomas & C. Dixon, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL (hereinafter "ARANOW & EINHORN," §21.03 at 21-10 (3d. ed. 1999) (citing New York law, and referring specifically to the reimbursement of expenses for incumbent nominees).

If the Proposal is indeed an act of corporate waste, the Proposal would need to be ratified by the unanimous vote of stockholders in order to safeguard the decision from stockholder claims seeking damages against the Board for committing waste. See In re The Walt Disney Company Deriv. Litig., 2004 WL 2050138 (Del. Ch. Sep. 10, 2004) at *7 (noting that if a transaction constitutes corporate waste, ratification by "anything less than a unanimous shareholder vote" will not protect the transaction and its participants). Michelson, 407 A.2d at 224 (stating that "non-unanimous shareholder approval cannot cure an act of waste of corporate assets"). Because the Company's stock is listed on the New York Stock Exchange and is held by approximately 2.3 million record, beneficial and employee plan participant holders of record, it would be impossible for the Company to obtain unanimous consent to adoption of the Proposal. Accordingly, there is a significant risk that the Company lacks the power to implement the Proposal and that its adoption would place the directors at risk of stockholder claims for damages for committing waste, since a unanimous stockholder vote is realistically unattainable.

We note that the Staff has, on at least one occasion, suggested that it would permit exclusion of a proposal very similar to the Proponent's Proposal based on an opinion that a mandatory payment scheme for solicitation expenses proposed by a stockholder of a Maryland corporation would violate Maryland law and was not a proper subject for stockholder action. In a letter regarding Emerging Markets Infrastructure Fund, Inc., the company sought to exclude a proposal that would have required the company to bear the proxy solicitation expenses incurred for candidates nominated by persons beneficially owning at least 25,000 shares of the company stock. Emerging Markets Infrastructure Fund, Inc., (publicly available Mar. 23, 1999). The company submitted an opinion of Maryland counsel that the proposal was contrary to Maryland law, and was not a proper matter for stockholder action. Importantly, Maryland counsel substantially relied on Delaware law and New York law (which employs a policy test similar to Delaware law), to conclude that the mandatory payment scheme was not a proper subject for stockholder action under Maryland law because it would provide for the payment of proxy solicitation expenses without board approval, and could lead to the "potential misuse of corporate funds." The company also argued that the proposal "may amount to corporate waste" and therefore might require unanimous stockholder approval to adopt the proposal. Based on Rule 14a-8(i)(2), Rule 14a-8(i)(1) and Rule 14a-8(i)(6), the Staff stated that the proposal could be included in the company proxy materials only if it was rephrased as "a recommendation or request that the [company] ... consider bearing the reasonable proxy solicitation expenses" of stockholder nominees. (emphasis added). The Staff must have recognized the important distinction under Maryland law, and therefore, by implication, under the Delaware law policy test upon which the Maryland legal opinion relied, that a company may pay proxy solicitation expenses only if the directors have determined that matters of corporate policy are at issue in the proxy contest. The mandatory reimbursement scheme envisioned by the Proposal similarly deprives the Board of the discretion to determine whether proxy solicitation expenses should be reimbursed because the proxy contest involves matters of corporate policy, and the Proposal should therefore be excluded under the Rule 14a-8(i)(2), Rule 14a-8(i)(1) and Rule 14a-8(i)(6) bases recognized in the letter to The Emerging Markets Infrastructure Fund.

CONCLUSION

For the foregoing reasons, the Company believes the Proposal may be omitted pursuant to Rule 14a-8(i)(8), Rule 14a-8(i)(2), Rule 14a-8(i)(1) and Rule 14a-8(i)(6).

-----FOOTNOTES-----

¹ Effective January 24, 2000, the SEC reserved Rule 14a-11 and expanded Rule 14a-12 to include the subject matter covered by Rule 14a-11 prior to that amendment. Release No. 34-42055 (Oct. 26, 1999).

[INQUIRY LETTER]

November 14, 2005

VIA Overnight Mail and Telecopier (212) 793-3946

Citigroup Inc.
399 Park Avenue
New York, NY 10043

Attention: Michael S. Helfer, General Counsel and Corporate Secretary

Dear Mr. Helfer:

On behalf of the AFSCME Employees Pension Plan (the "Plan"), I write to give notice that pursuant to the 2005 proxy statement of Citigroup Inc. (the "Company") and Rule 14a-8 under the Securities Exchange Act of 1934, the Plan intends to present the attached proposal (the "Proposal") a the 2006 annual meeting of shareholders (the "Annual Meeting"). The Plan is the beneficial owner of shares of voting common stock (the "Shares") of the Company in excess of $2,000, and has held the Shares for over one year. In addition, the Plan intends to hold the Shares through the date on which Annual Meeting is held. A copy of our proof of ownership will be forthcoming within seven days.

The Proposal is attached. I represent that the Plan or its agent intends to appear in person or be proxy at the Annual Meeting to present the Proposal. I declare that the Plan has no "material interest" other than that believed to be shared by stockholders of the Company generally. Please direct all questions or correspondence regarding the Proposal to Charles Jurgonis at (202) 429-1007.

Sincerely,

/s/

GERALD W. McENTEE
Chairman

Enclosure

RESOLVED, that stockholders of Citigroup, Inc. ("Citigroup") urge the board of directors (the "Board") to amend the bylaws to provide procedures for the reimbursement of the reasonable expenses, including but not limited to legal, advertising, solicitation, printing and mailing costs (collectively, "Expenses"), incurred by a stockholder or group of stockholders (in each case, a "Nominator") in a contested election of directors, provided that:

(a) the election of fewer than 50% of the directors to be elected is contested;

(b) the amount of the reimbursement shall not exceed the amount determined by the following formula: (i) if any candidate nominated by the Nominator is elected to the Board, 100% of the Nominator's Expenses shall be reimbursed; (ii) if no such candidate is elected, the Reimbursable Percentage shall be determined by (A) dividing the highest number of votes received by an unelected candidate nominated by the Nominator by the lowest number of votes received by an elected candidate, and (B) multiplying the Reimbursable Percentage by the Expenses; provided, however, that if the Reimbursable Percentage is less than 30%, no Expenses shall be reimbursed.

(c) the bylaw shall not apply if stockholders are permitted to cumulate their votes for directors; and

(d) the bylaw shall apply only to contested elections commenced after the bylaw's adoption.

SUPPORTING STATEMENT

In our opinion, the power of stockholders to elect directors is the most important mechanism for ensuring that corporations are managed in stockholders' interests. Under the law of Delaware, where Citigroup is incorporated, this power is supposed to act as a safety valve that justifies giving the board substantial discretion to manage the corporation's business and affairs.

The safety valve is ineffective, however, unless there is a meaningful threat of director replacement. We do not believe such a threat currently exists at most U.S. public companies, including Citigroup. Harvard Law School professor Lucian Bebchuk has estimated that there were only about 80 contested elections at U.S. public companies from 1996 through 2002 that did not seek to change control of the corporation.

The unavailability of reimbursement for director election campaign expenses for so-called "short slates" slates of director candidates that would not comprise a majority of the board, if electedcontributes to the scarcity of such contests. (Because the board approves payment of such expenses, as a practical matter they are reimbursed only when a majority of directors have been elected in a contest.) This proposal would provide reimbursement for reasonable expenses incurred in successful short slate effortsbut not contests aimed at ousting a majority or more of the boardwith success defined as the election of at least one member of the short slate. The proposal would also provide proportional reimbursement for contests in which no short slate candidates were elected, but only if the most successful short slate candidate received at least 30% of the vote received by the elected director with the lowest number of "for" votes.

We urge stockholders to vote for this proposal.

[INQUIRY LETTER]

December 21, 2005

Citigroup Inc.
399 Park Avenue
New York, NY 10043

Ladies and Gentlemen:

This is in response to your request for our opinion whether a stockholder proposal (the "Proposal") submitted to Citigroup Inc., a Delaware corporation (the "Company"), by the American Federation of State, County and Municipal Employees (the "Proponent"), may be omitted from the Company's proxy statement and form of proxy (the "Proxy Materials") for its 2006 Annual Meeting of Stockholders pursuant to Rule 14a-8(i)(1) or Rule 14a-8(i)(2) under the Securities Exchange Act of 1934.

I. The Proposal.

In the Proposal, the Proponent calls upon the board of directors of the Company (the "Board") to adopt a provision in the bylaws of the Company (the "Bylaws") requiring the Company to reimburse "reasonable expenses" incurred by a stockholder or group of stockholders (in each case, a "Nominator") who solicits votes for the election of one or more nominees for director in an election in which "fewer than 50% of the directors to be elected is contested." The Proposal would require reimbursement of (a) all reasonable expenses incurred by the Nominator if any of the Nominator's nominees are elected to the Board and (b) a percentage of the Nominator's reasonable expenses, determined by dividing the highest number of votes received by one of the Nominator's nominees by the votes received by the elected nominee who received the fewest votes in favor of election (the "Reimbursable Percentage"), if (i) none of the Nominator's nominees are elected to the Board but (ii) the Nominator would be entitled to reimbursement for 30% or more of the Nominator's expenses based on the Reimbursable Percentage. ¹ The Proposal would not apply if stockholders are entitled to cumulate their votes to elect directors ² and would apply only to elections held after the bylaw described in the Proposal is adopted.

II. Summary.

The Proposal asks the Board to adopt a bylaw requiring the Company to reimburse a stockholder for the expenses he or she incurs in soliciting votes for a short slate of stockholder nominees for director so long as at least one of the nominees receives a minimal number of votes cast in favor of election. Under Delaware law, however, corporate funds cannot be used to pay any of a proxy contestant's expenses unless the directors determine, in accordance with their fiduciary duties, that the proxy contest involves issues of company policy and would therefore benefit all stockholders by informing their decision on the policy issues implicated by choosing one director candidate over another. Because the Proposal calls upon the Board to adopt a bylaw that ignores this requirement and that would obligate the Company to fund proxy contests that do not address Company policy, the Proposal would, if implemented, in our opinion, cause the Company to violate Delaware law, and should be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(2). ³ The basis for this opinion is set forth in Section III of this letter. In addition, because the Proposal would, if adopted, call upon the Board to adopt a bylaw that is contrary to Delaware law, it is also our opinion that the Proposal is not a proper subject for action by the stockholders of the Company and should be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(1). ⁴ The basis for this opinion is set forth in Section IV of this letter.

III. The Proposal, If Adopted, Would Cause The Company To Violate Delaware Law.

A. The Proposal Would Establish An Automatic Reimbursement Scheme That Is Inconsistent With Delaware Law.

If adopted, the Proposal would require the Company to subsidize every proxy contest initiated by a stockholder who wishes to elect a short slate of candidates to the Board so long as a stockholder nominee receives a minimal number of votes in favor of his or her election and regardless of the objectives any stockholder might wish to advance in the contest. This mandatory reimbursement scheme is contrary to Delaware law, which permits the Company to reimburse "reasonable expenditures" in proxy contests only when "stockholders are called on to decide controversies over substantial questions of policy as distinguished from inconsequential matters and personnel of management...." Hand v. Missouri-Kansas Pipe Line Co., 54 F.Supp. 649, 650 (D. Del. 1944) (summarizing Hall v. Trans-Lux Daylight Picture Screen Corp., 171 A. 226 (Del. Ch. 1934)). For over seventy years, courts applying Delaware law have applied this requirement to permit repayment of proxy solicitation expenses only when those expenditures inform stockholders on policy issues that will be decided in a proxy contest, and are therefore "in the interest of an intelligent exercise of judgment on the part of the stockholders upon policies to be pursued," rather than solely for the "personal interests" of persons seeking office. See Trans-Lux, 171 A. at 228; Empire So. Gas Co. v. Gray, 46 A.2d 741, 744-45 (Del. Ch. 1946); Campbell v. Loew's, Inc., 134 A.2d 852, 864 (Del. Ch. 1957); Essential Enterprises Corp. v. Dorsey Corp., 1960 WL 56156 (Del. Ch. Dec. 15, 1960) at *2; Hibbert v. Hollywood Park, Inc., 457 A.2d 339, 344 (Del. 1983); Hand v. Missouri-Kansas Pipe Line Co., supra (applying Delaware law); Steinberg v. Adams, 90 F.Supp. 604, 607-608 (S.D.N.Y. 1950) (applying Delaware law); Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797, 802 (S.D.N.Y. 1967) (applying Delaware law). Because the Proposal would require the Company to subsidize short slate proxy contests initiated by stockholders, without any inquiry into whether corporate policy is at issue in the contest, the Proposal is inconsistent with Delaware law and would be invalid if adopted as part of the Bylaws. 8 Del. C. §109(b) (the bylaws of a Delaware corporation cannot contain a provision "inconsistent with law"); Brumley v. Jessup & Moore Paper Co., 77 A. 16, 19-20 (Del. 1910) (invalidating a bylaw that placed limits on the common law requirement (later codified by statute) that stockholders be provided access to the books and records of the corporation).

The mandatory reimbursement scheme envisioned by the Proposal would undermine the very purpose of the policy requirement applied by the courts, i.e., that the corporation's money should be spent on proxy contests only where it is possible to confer a benefit on all stockholders because policy issues are involved. See Trans-Lux, 171 A. at 228. Expenditure of company funds is permitted in proxy contests only because some question of corporate policy is presented through the choice among competing candidates:

A question of policy which concerns very intimately the future of the corporate business may turn upon the particular personnel of the directors and officers. Indeed it often happens in practice as it necessarily must that questions of policy come up not as abstract propositions which are referred to the stockholders for a yes and no vote, but in the form of whether the directors who stand for the given policy shall be re-elected to office. ⁵

Trans-Lux, 171 A. at 228. In cases where the courts applying Delaware law have either upheld or declined to enjoin the use of corporate funds for proxy solicitation expenses, the record pointed to clear disagreements between competing slates of director candidates over concrete policy issues, such as whether the corporation should approve a merger with another company (see Trans-Lux, 171 A. at 229; Gray, 46 A.2d at 745), pursue a plan of liquidation based on the terms offered by management (see Hand, 54 F.Supp. at 650), change its existing policy on paying dividends to stockholders (see MGM, 264 F.Supp. at 802 n.7), continue maintaining a suite of offices in a specific location (see Gray, 46 A.2d at 745) and hire full-time management and change the role of the director audit committee (see Hibbert, 457 A.2d at 340). Compare Essential Enterprises Corp., 1960 WL 56156, at *2 (ordering former directors to repay the corporation for proxy solicitation expenses incurred to advance the "purely personal purpose" of those directors).

The Proposal ignores this policy requirement and assumes that stockholders may treat the corporate treasury as a personal account from which their proxy solicitation expenses can be paid. As explained below, stockholders are indeed free to nominate and vote for directors for any reason, including self-serving reasons, and in doing so are not constrained by the fiduciary duties that attach to directors. Stockholders are not entitled, however, to the reimbursement of expenses from the corporate treasury simply because they are stockholders. In fact, the early Delaware law permitting the payment of proxy solicitation expenses could be interpreted as permitting reimbursement only for management candidates because only management owed a duty to apprise stockholders of all information necessary to cast an intelligent vote on company policies at issue in an election. Trans-Lux, 171 A. at 228. In the sole decision applying Delaware law that endorsed the repayment of an insurgent's expenses, the repayment was premised on a similar corporate benefit rationale, i.e., that stockholders other than the proxy contestants could benefit from the information on company policy disseminated by the insurgents in the proxy contest. Steinberg, 90 F.Supp. at 607-608 (stating "[I] see no reason why the stockholders should not be free to reimburse those whose expenditures succeeded in ridding a corporation of a policy frowned upon by a majority of the stockholders" and analogizing such reimbursement to a stockholder reimbursed for expenses incurred in bringing a derivative action "for the benefit of the corporation"). Moreover, the only authority addressing the reimbursement of a stockholder's proxy solicitation expenses upheld those company expenditures where both the board and the stockholders approved reimbursement, which suggests that, in those cases, the stockholders other than the proxy contestants recognized a benefit that should be compensated by the company. Id. ("[I]t seems permissible to me that [insurgent stockholders] ... who advocate a contrary policy and succeed in securing approval from the stockholders should be able to receive reimbursement, at least where there is approval by both the board of directors and a majority of the stockholders."); see also Rosenfeld v. Fairchild Engine & Airplane Corp., 128 N.E.2d 291, 293 (N.Y. 1955) (upholding reimbursement of stockholder proxy solicitation expenses under New York law, where both the directors and the stockholders approved the reimbursement). ⁶

Insofar as the Proposal may be based on an assumption that all proxy contests will benefit the Company we believe it is mistaken both in fact and in law. In reality, under most circumstances stockholders, as such, owe the corporation no duty to act in the best interests of the corporation. As the Delaware Supreme Court has noted, stockholders may exercise their voting rights to advance their personal interests, and "It is not objectionable that [stockholders'] ... motives may be for personal profit, or determined by whim or caprice, so long as they violate no duty owed other shareholders." Bershad v. Curtiss-Wright Corp., 535 A.2d 840, 845 (Del. 1987) (citations omitted). Accordingly, the Proposal would place no restraints on a stockholder proxy contestant's ability to spend the Company's money to pursue a campaign that advances only the "personal profit" or even indulges the whims of a single large stockholder or a faction of self-interested stockholders. Because the result-driven reimbursement scheme set forth in the Proposal would require the Company to reimburse stockholders for proxy contests pursued for purely personal reasons, the Proposal would, if adopted, violate Delaware law.

B. The Proposal, If Adopted, Would Cause the Board to Breach Its Fiduciary Duties By Abdicating Its Responsibility To Determine Whether Proxy Solicitation Expenses Should Be Reimbursed.

The Proposal asks the Board not only to adopt a standard for reimbursing proxy solicitation expenses that is wholly inconsistent with Delaware law, but its implementation would also cause the Board to abdicate its fiduciary responsibility to determine whether insurgents should be reimbursed for such expenses. Section 141(a) of the Delaware General Corporation Law (the "DGCL") specifies that directors are vested with the authority to manage the business and affairs of the corporation. 8 Del. C. §141(a) ("The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors...."). More specifically, under Delaware law, it is the directors serving as fiduciaries who must determine whether reimbursing proxy solicitation expenses is in the best interests of the corporation and all of its stockholders. Accordingly, the Proposal, if adopted, would also violate Delaware law because, by adopting the bylaw described in the Proposal, the Board would abdicate its duty to determine whether the Company should reimburse a stockholder for his or her proxy solicitation expenses.

The directors' duty to determine whether to reimburse a stockholder for his or her proxy solicitation expenses is part of the directors' overarching obligation to determine how the assets of the company should be used. See UIS, Inc. v. Walbro Corp., 1987 WL 18108 (Del. Ch. Oct. 6, 1987) at *2 (refusing to grant a temporary restraining order that would have prevented a corporation from expending corporate funds because the directors "are charged with deciding what is and what is not a prudent or attractive investment opportunity" for the company); see also Hollinger Inc. v. Hollinger International, Inc., 858 A.2d 342, 387 (Del. Ch. 2004) (noting that even a controlling stockholder "must live with the informed ... and good faith ... business decisions" of the directors in deciding whether to sell company assets). Moreover, the payment of expenses related to a proxy contest also implicates the central role of directors in directing the process of electing directors at the annual meeting. This primary role of directors is evidenced by their power to schedule the time and determine the place of annual meetings, 8 Del. C. § 211(a)(1), and to set the record date to determine the stockholders who are entitled to notice of, and the right to vote in, director elections, 8 Del. C. §213(a). Directors must take all of these actions in accordance with their fiduciary duties, and therefore must focus their decisions on whether the course of action adopted will further the best interests of the corporation and all its stockholders. Quickturn Design Sys. v. Shapiro, 721 A.2d 1281, 1292 (Del. 1998) ("In discharging the statutory mandate of Section 141(a) [of the DGCL], the directors have a fiduciary duty to the corporation and its shareholders."); In re The Walt Disney Company Deriv. Litig., 2005 WL 2056651 (Del. Ch. Aug. 9, 2005) at *35 (noting that directors owe a fiduciary duty to act in good faith, which requires an "honesty of purpose and a genuine care for the fiduciary's constituents") (internal quotations omitted).

The directors' fiduciary obligations to use corporate funds in the company's best interests is an important brake on the waste of corporate assets where the reimbursement of proxy solicitation expenses is concerned. Early in the development of the case law on this subject, the Delaware Court of Chancery recognized that the difference between a proxy contest predicated on issues of policy and contests employed solely for personal motives may be difficult to discern. See Trans-Lux, 171 A. at 229 ("It is impossible in many cases of intracorporate contests over directors, to sever questions of policy from those of persons. The two are often inextricably blended."). Accordingly, the director determination that a proxy contest involves matters of policy is essential to ensure that company funds are not being used solely to advance the personal motives of the candidates or the stockholders who nominated them. ⁷ Because, unlike individual stockholders, the directors owe fiduciary duties to the corporation, the fulfillment of these duties should act to ensure that the directors arrive at a reasoned decision that repayment of proxy solicitation expenses will advance corporate policy. Cf. Weinberger v. Bankston, 1987 WL 20182 (Del. Ch. Nov. 19, 1987) (upholding directors' decision to pay proxy solicitation expenses to insurgent candidates where the court determined that the directors agreed to such payments in order to settle litigation between the company and the contestants to continue a course of company policy that had been threatened by the proxy contestant, who wanted to liquidate the company).

The Delaware Supreme Court's decision in Heineman v. Datapoint Corp. illustrates the very reason that director judgment on a case-by-case basis is necessary to determine whether proxy solicitation expenses should be reimbursed. 611 A.2d 950, 953 (Del. 1992). In Datapoint, a group of stockholder candidates who were elected to the board allegedly voted to require the company to reimburse their proxy solicitation expenses. The Court noted that absent facts justifying the expenditure, the alleged reimbursement decision might have been a self-dealing transaction, in which case the directors would bear the burden of proving reimbursement was entirely fair to the corporation. ⁸ Id. at 953. Hence, given their fiduciary duties as directors, the successful stockholder contestants could not just reimburse themselves for their proxy expenses but had the added obligation to show that such reimbursement was in the company's best interests.

The Proposal would cause the Board to abdicate its managerial authority by enacting a bylaw that requires no reasoned, disinterested judgment whether a corporate policy is involved in a proxy contest to determine whether reimbursement of expenses is permissible. The bylaw envisioned by the Proposal would completely displace the Board's discretion, and thereby usurp director authority and put in its place a result-oriented reimbursement system that bears no relation to the policy determination required by Delaware law. Under analogous circumstances, the Delaware Supreme Court has held that a Delaware corporation cannot enter into a contract that would prevent a board from "completely discharging its fundamental management duties to the corporation." Quickturn, 721 A.2d at 1291 (invalidating a "delayed redemption provision" that, under certain circumstances, would have prevented newly elected directors from redeeming a stockholder rights plan for a six-month period). Nor can a contract "limit in a substantial way the freedom of ... directors' decisions on matters of management policy." Id. at 1292 (internal quotation omitted). This rule of law applies even if the provision at issue "limits the board of directors' authority in only one respect." Id. at 1291. Moreover, the Proposal is at odds with the Delaware courts' consistent holding that "To the extent a contract, or a provision thereof, purports to require a board to act or not act in such a fashion as to limit the exercise of fiduciary duties, it is invalid and unenforceable." Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34, 51 (Del. 1994) (citation omitted).

The Proposal, if adopted, would preclude the Board from exercising its fiduciary duties to prevent the Company from reimbursing a proxy contestant for engaging in a wasteful contest even if the Board concluded that the contest was brought for no other reason than to advance the self interest or private agenda of one stockholder. Neither the DGCL nor the common law permits directors to abdicate this responsibility to spend corporate funds in a responsible fashion that benefits the corporation and all its stockholders by informing stockholders on issues of company policy.

IV. The Proposal Is Not A Proper Subject For Stockholder Action Under Delaware Law.

Because the Proposal, if implemented, would cause the Company to violate Delaware law, as explained in Section III of this opinion, we believe that it is not a proper subject for stockholder action and may also be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(1). We recognize that the Proposal is styled as a recommendation urging the Board to take action, but we do not believe the precatory form of the Proposal makes the proposed reimbursement scheme a proper subject for stockholder action because, although phrased as a recommendation, the recommendation itself calls upon the Board to adopt an invalid bylaw. ⁹

V. Conclusion.

The development of the DGCL and Delaware common law has produced a careful balance between the right of stockholders to use the franchise to replace incumbent directors and the power of directors, as fiduciaries, to see that the director election process is conducted in a fair manner that benefits all stockholders. There is no question that stockholders have the right to nominate any candidates of their choosing to replace directors with whom the stockholders are dissatisfied. The Delaware courts have demonstrated that they will zealously protect those nomination rights. See Harrah's Entertainment, Inc. v. JCC Holding Co., 802 A.2d 294, 310-311 (Del. Ch. 2002) ("[D]elaware law recognizes that the right of shareholders to participate in the voting process includes the right to nominate an opposing slate. And, the unadorned right to cast a ballot in a contest for [corporate] office ... is meaningless without the right to participate in selecting the contestants.") (internal quotation omitted). By selecting new directors, the stockholders can exercise their voting rights to fundamentally alter the course of corporate affairs, see Blasius Industries v. Atlas Corp., 564 A.2d 651, 659 (Del. Ch. 1988) (noting that, aside from selling their shares, the stockholders' only protection against perceived inadequate business performance is the right to vote to replace incumbent directors), and, perhaps most important to the stockholders, Delaware law permits stockholders to exercise their franchise in their own self-interest, without regard to the interests of any other stockholder or constituencies. See Bershad, supra.

Nevertheless, one of the costs of permitting stockholders to vote in their own self-interest is that stockholders may not access the corporate treasury to pursue those interests. Company funds may be used only to benefit the corporation, i.e., all stockholders, and not simply those who propose nominees for election as directors. The Board cannot abdicate its fiduciary duties by adopting a reimbursement scheme that is, presumably, based on the notion that proxy contests are, in-and-of-themselves, beneficial to the Company. Seven decades of Delaware decisional law indicates a contrary conclusion. Accordingly, a bylaw that would require the reimbursement of proxy solicitation expenses automatically and without any exercise of the directors' judgment concerning the propriety of reimbursement would not be valid under Delaware law and would not be a proper subject for stockholder action.

Very truly yours,

/s/

-----FOOTNOTES-----

¹ The Proposal reads:

RESOLVED, that stockholders of Citigroup, Inc. ("Citigroup") urge the board of directors (the "Board") to amend the bylaws to provide procedures for the reimbursement of the reasonable expenses, including but not limited to legal, advertising, solicitation, printing and mailing costs (collectively, "Expenses"), incurred by a stockholder or group of stockholders (in each case, a "Nominator") in a contested election of directors, provided that:

(a) the election of fewer than 50% of the directors to be elected is contested;

(b) the amount of the reimbursement shall not exceed the amount determined by the following formula: (i) if any candidate nominated by the Nominator is elected to the Board, 100% of the Nominator's Expenses shall be reimbursed; (ii) if no such candidate is elected, the Reimbursable Percentage shall be determined by (A) dividing the highest number of votes received by an unelected candidate nominated by the Nominator by the lowest number of votes received by an elected candidate, and (B) multiplying the Reimbursable Percentage by the Expenses; provided, however, that if the Reimbursable Percentage is less than 30%, no Expenses shall be reimbursed.

(c) the bylaws shall not apply if stockholders are permitted to cumulate their votes for directors; and

(d) the bylaws shall apply only to contested elections commenced after the bylaw's adoption.

² The Restated Certificate of Incorporation of the Company does not afford the holders of Common Stock of the Company cumulative voting rights.

³ 17 C.F.R. §240.14a-8(i)(2) (permitting a company to exclude a proposal that would, if implemented, "cause the company to violate any state, federal, or foreign law to which it is subject").

⁴ 17 C.F.R. §240.14a-8(i)(1) (permitting a company to exclude a proposal that "is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization").

⁵ The quoted language recognizes that, in practice, whenever incumbent directors are nominated for re-election or new director candidates are selected by a board of directors, policy issues concerning the board's stewardship of company assets are presented. But this is not necessarily the case with stockholder nominees who may seek election not to unseat any director but for purely personal reasons.

⁶ We do not express any opinion on whether stockholder approval is required in order for the corporation to reimburse a stockholder for his or her proxy solicitation expenses, but we rely on these cases to demonstrate that the repayment contemplated by the Proposal is far different from the joint director and stockholder approval of such expenses in the case law. Compare R. Thomas & C. Dixon, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL (hereinafter "ARANOW & EINHORN"), §21.04 at 21-24 (3d. ed. 1999) ("The board of directors of the corporation must approve the reimbursement [of successful stockholder candidates] and their decision must be ratified by a majority of stockholders.") with Johnson v. Tago, Inc., 188 Cal.App.3d 507, 514 (Cal. Ct. App. 1986) (stating, in dicta, that California law permits reimbursement of successful insurgents if the reimbursement is approved by either the directors or the stockholders).

⁷ Because the courts will leave to the directors the power to determine whether a proxy contest involves issues of company policy, one group of commentators has stated that "the distinction between policy differences and mere control conflicts was as a practical matter obliterated" in application, and "the de facto practice, which has continued to date, is that an incumbent management may pay its expenses out of the corporate treasury during the course of a proxy contest, and, if the insurgents win, they too have the power to reimburse themselves from the corporate treasury." D. Drexler, L. Black, Jr. & A. G. Sparks, III, DELAWARE CORPORATION LAW AND PRACTICE, §25.10[2] at 25-26. This observation does not apply to the Proposal, however, because the reimbursement scheme proposed would apply only in elections where fewer than half of the directorships are contested, and therefore such contests would not concern "control" of the Company. In addition, we note that this "de facto" practice prevails by virtue of the incumbents' or winning contestants' control of the board because, as directors, they have the power to determine that their expenditures furthered company policy, not because the policy requirement no longer applies under Delaware law. In addition, the directors must act in accordance with their fiduciary duties in deciding to order the company to pay their proxy solicitation expenses. See Heineman v. Datapoint Corp., 611 A.2d 950, 953 (Del. 1992) (discussed below).

⁸ We note that the Delaware Supreme Court has overruled the part of the Datapoint decision that articulated the appellate court's standard of review for analyzing the Delaware Court of Chancery's determination whether a derivative complaint should be dismissed. See Brehm v. Eisner, 746 A.2d 244, 253 (Del. 2000). That later decision did not affect the Court's analysis of the reimbursement of proxy solicitation expenses in Datapoint.

⁹ We note that, in the past, the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission has found a basis to exclude precatory proposals as improper subjects for stockholder action where a proposal asks directors to take action that may be invalid under Delaware law. See Pennzoil Corporation (publicly available March 22, 1993) (concurring that there was a basis to exclude a precatory proposal, pursuant to the predecessor of Rule 14a-8(i)(1), where the proposal requested that the board adopt a bylaw that could be amended only by the stockholders because "there is a substantial question as to whether, under Delaware law, the directors may adopt a by-law provision that specifies that it may be amended only by shareholders"). The Staff has also indicated that it would not recommend enforcement action if a company excludes a precatory proposal pursuant to Rule 14a-8(i)(2) if the action recommended by the proposal would, if implemented, violate state law. See MeadWestvaco Corporation, (publicly available Feb. 27, 2005) (finding a basis for exclusion of a proposal "recommending" that the company adopt a bylaw containing a per capita voting standard that, if adopted, would violate Delaware law).

[INQUIRY LETTER]

January 30, 2006

VIA HAND DELIVERY

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, DC 20549

Re: Stockholder proposal of AFSCME Employees Pension Plan; no-action request by Citigroup, Inc.

Dear Sir/Madam:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Rule"), the AFSCME Employees Pension Plan (the "Plan") submitted to Citigroup, Inc. ("Citigroup" or the "Company") a stockholder proposal (the "Proposal") urging the board of directors to amend the Company's bylaws to provide procedures for the reimbursement of reasonable expensesincluding legal, advertising, solicitation, printing and mailing costs (collectively, the "Expenses")incurred by a stockholder or group of stockholders in connection with the nomination of one or more persons for election to Citigroup's board. The Proposal suggests that reimbursement be conditioned on obtaining a threshold level of stockholder support, relative to the support enjoyed by management's nominees, and that the percentage of Expenses reimbursed vary depending on the extent of such support.

In a letter dated December 22, 2005, Citigroup stated that it intends to omit the Proposal from its proxy materials being prepared for the 2006 annual meeting of stockholders and asked for the Staff's assurance that it would not recommend enforcement action if it did so. Citigroup argues that it is entitled to exclude the Proposal in reliance on (i) Rule 14a-8(i)(1), on the ground that the Proposal is not a proper subject for action by stockholders; (ii) Rule 14a-8(i)(2) because the Proposal would cause Citigroup to violate Delaware law; (iii) Rule 14a-8(i)(8), as relating to an election of directors; and (iv) Rule 14a-8(i)(6), as beyond Citigroup's power to implement. As discussed more fully below, Citigroup has not met its burden of showing it is entitled to rely on any of these four exclusions to omit the Proposal.

Delaware Law Permits Stockholders to Urge Companies to Adopt a Policy on Reimbursement of Stockholder Proxy Contest Expenses and Allows a Board to Adopt Such a Policy

Citigroup contends that the Proposal is not a proper subject for action by stockholders and that implementation of the Proposal would cause Citigroup to violate Delaware law. Citigroup relies on an opinion by Morris, Nichols, Arsht & Tunnell (the "Morris Nichols Opinion") asserting that:

Delaware law permits companies to reimburse proxy contest expenses only when the contest concerns substantial questions of corporate policy.

A bylaw like the one urged in the Proposal would constitute an impermissible abdication of the Citigroup board's fiduciary duties under Delaware law.

The attached opinion of Grant & Eisenhofer, P.A. (the "Grant & Eisenhofer Opinion") refutes both of those arguments. To summarize, the Grant & Eisenhofer Opinion states that:

The cases cited in the Morris Nichols Opinion, to support its contention that reimbursement of proxy expenses is proper only if the contest involved corporate policy, dealt only with reimbursement of incumbent directors' contest expenses and thus implicated policy concerns over incumbents' unilateral abuse of the corporate treasury not present in the context of a stockholder-authorized standard for reimbursement of other stockholders' expenses like the one described in the Proposal.

These older cases setting forth a "corporate policy" requirement for reimbursement have, in any event, have been subsumed by more recent case law applying a business judgment analysis to board decisions.

Recent Delaware court decisions have squarely rejected the argument that a bylaw like the one requested in the Proposal would constitute an impermissible delegation of the directors' fiduciary duties and would impermissibly limit the board's managerial authority.

The Grant & Eisenhofer Opinion makes clear that Citigroup has not met its burden of proving that the subject matter of the Proposal is not a proper subject for stockholder action under Delaware law, or that implementation of the Proposal would cause Citigroup to violate Delaware law. Accordingly, Citigroup should not be permitted to omit the Proposal in reliance on Rule 14a-8(i)(1) or (i)(2).

The Proposal is Not Excludable as Relating to an Election of Directors

Rule 14a-8(i)(8) (the "Election Exclusion") allows omission of a proposal if it "relates to an election for membership on the company's board of directors or analogous governing body." The Election Exclusion does not elaborate on the meaning of "relates to."

A literal reading of the Election Exclusion as allowing omission of any proposal with a connection to director elections is not consistent with the Staff's determinations over the past several decades, which have declined to allow exclusion of proposals dealing with board declassification, cumulative voting, director qualifications (including independence and stock ownership requirements), director term limits, mandatory director retirement ages, the appropriate vote threshold for director election and the nomination of two candidates for each open board seat. All of these proposals bear a substantial relationship to director elections.

The Plan is aware that the Staff has permitted registrants to exclude proposals seeking the establishment of a stockholder right of access to the company proxy statement for the purpose of nominating directors, on the basis that such proposals "would establish a procedure that may result in contested elections of directors." One such proposal was submitted by the Plan to Citigroup for consideration by stockholders at Citigroup's 2003 annual meeting of stockholders. The Staff allowed Citigroup to exclude the Proposal in reliance on the Election Exclusion, and the full Commission denied review of the Staff's determination.

The Plan has argued both to the Staff and Commission, as well as in litigation against American International Group over exclusion of a proxy access proposal, that this "contested elections" gloss on the Election Exclusion has no basis in the exclusion's text or history. The Plan believes that the most sensible interpretation of the Election Exclusion is that it prohibits shareholders from using Rule 14a-8 to nominate particular candidates or remove an incumbent director from the board, but does not allow exclusion of generic proposals that establish general ground rules for director elections.

Because any director election reform designed to increase accountability to stockholders could be characterized as likely to increase the number of contested elections, the potential scope of the "contested elections" carveout has no logical boundary. Companies could make non-frivolous arguments that declassified boards of directors are more likely to see contested elections than classified boards and that proposals seeking declassification are thus excludable under the Election Exclusion. In fact, Harvard's Lucian Bebchuk has published a study on the effectiveness of classified boards in deterring hostile takeovers. Surely cumulative voting, which gives minority stockholders increased voting clout in director elections, could be expected to increase the number of contested elections, making proposals urging the adoption of cumulative voting vulnerable to omission on this basis. Indeed, the attempt by Citigroup and a number of other registrants this season to convince the Staff to extend the "contested elections" gloss beyond the realm of stockholder proxy access proposals highlights the interpretive perils of this approach.

Further, Citigroup argues that the Proposal is excludable simply by virtue of the Plan's allegedly tainted motivation: "to elude the Staff's consistent position that it will not recommend enforcement action if companies exclude stockholder proposals seeking adoption of a bylaw requiring the inclusion of stockholder nominees in a company's proxy statement." The Plan knows of no authority (and Citigroup cites none) for the proposition that a proposal is excludable because it was submitted by a stockholder whose proposal three years earlier on a somewhat similar subject was deemed excludable by the Staff.

The Plan does not denynor need itthat both the Proposal and the excluded 2003 proxy access proposal were designed to increase the accountability of directors to the stockholders who elect them. The Plan believes that the current system of director nomination and election has become an empty exercise at nearly all companies and has pressed for broad regulatory reforms and company-specific measures to remedy that situation. The fact that the Proposal and the 2003 proxy access proposal have some general aims in common cannot, however, render the Proposal excludable under the Election Exclusion.

Finally, although the Staff does not set forth its reasoning in its no-action determinations, it appears that the Staff's concern about stockholder proxy access proposalsand its application of the "contested elections" reasoning to themstems at least in part from the perceived conflict between proxy access proposals and the operation of the Commission's proxy rules, especially Rule 14a-12 which governs contested solicitations. The Plan has explained elsewhere why it believes that this conflict is illusory, at least with respect to proposals submitted by the Plan, which require compliance with the Commission's proxy rules.

Those concerns are not even remotely relevant to the Proposal, though. The Proposal only addresses the availability of reimbursement for director election contests after they have been conducted in accordance with the Commission's rules for contested solicitations. Although contested elections may be more likely if reimbursement is possible, the Proposal itself does not facilitate a contest or establish a mechanism through which one can be carried out. Accordingly, even accepting the "contested elections" carveout as applied to proxy access proposals, it does not support exclusion of the Proposal.

The Proposal is Not Beyond Citigroup's Power to Implement

In a confusing argument that overlaps to some extent with its arguments under the (i)(1) and (i)(2) exclusions, Citigroup claims that the Proposal is beyond its power to implement and thus may be omitted under Rule 14a-8(i)(6) because reimbursement of stockholder proxy contest expenses may constitute corporate waste if no benefit is received by the Company. As an initial matter, it is worth noting that the Morris Nichols Opinion does not address the Delaware law standard for corporate waste, nor does it discuss the circumstances under which reimbursement of proxy contest expenses would constitute waste.

More fundamentally, though, if holders of a majority of shares of Citigroup stock vote in favor of the Proposal and the board implements the Proposal, those actions reflect a judgment that removing some of the formidable obstacles to short-slate director contests does provide a benefit to Citigroup. By way of analogy, most Delaware corporations have charter provisions eliminating director liability for money damages for certain breaches of fiduciary dutybroadly, breaches of the duty of care where bad faith is not involved. Stockholder approval of these provisions, which were authorized by section 102(b)(7) of the Delaware General Corporation Law and approved by stockholders at most Delaware corporations shortly after the statute was amended to allow them, reflect a stockholder judgment that in general, removing the threat of director liability for a certain class of conduct is beneficial to the corporation. There is no requirement that a director prove that the provision benefits the corporationand thus does not constitute wastein order to invoke its protection in a particular case.

* * * *

If you have any questions or need additional information, please do not hesitate to call me at (202) 429-1007. The Plan appreciates the opportunity to be of assistance to the Staff in this matter.

Very truly yours,

/s/

Charles Jurgonis
Plan Secretary

cc: Shelley J. Dropkin
General Counsel, Corporate Governance
Citigroup, Inc.
Fax # 212-793-7600

[INQUIRY LETTER]

February 10, 2006

U.S. Securities and Exchange Commission
Office of the Chief Counsel
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal Submitted to Citigroup Inc. By The American Federation of State, County and Municipal Employees

Ladies and Gentlemen:

In a letter dated December 22, 2005 (the "Request Letter"), Citigroup Inc., a Delaware corporation (the "Company"), requested the concurrence of the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "SEC") that it would not recommend enforcement action if the Company omitted from the proxy materials to be furnished to stockholders in connection with the Company's 2006 Annual Meeting (the "Proxy Materials") a stockholder proposal (the "Proposal") submitted by the American Federation of State, County and Municipal Employees (the "Proponent").

This letter responds to the letter addressed to the Staff from the Proponent dated January 30, 2006 (the "Proponent Letter") which was submitted with a letter to the Proponent from Grant & Eisenhofer P.A. ("G&E"), counsel for the Proponent, dated January 27, 2006, regarding the Request Letter. For the reasons stated in the Request Letter, and as further explained below, the Company continues to believe the Proposal should be omitted from the Proxy Materials.

THE PROPOSAL, IF IMPLEMENTED, WOULD CAUSE THE COMPANY TO VIOLATE DELAWARE LAW AND THEREFORE IS NOT A PROPER SUBJECT FOR ACTION BY THE COMPANY STOCKHOLDERS.

As the Company explained in the Request Letter and as stated in the opinion of Morris, Nichols, Arsht & Tunnell LLP ("Morris, Nichols") dated December 21, 2005 (the "Opinion"), the mandatory reimbursement scheme envisioned by the Proposal (1) would violate settled Delaware law that conditions the reimbursement of proxy solicitation expenses on a determination that the proxy contest at issue involves "controversies over substantial questions of policy as distinguished from inconsequential matters and personnel of management" (the "Policy Rule"), Hand v. Missouri-Kansas Pipe Line Co., 54 F.Supp. 649, 650 (D. Del. 1944) (citation omitted); and (2) would cause the Board of Directors of the Company (the "Board") to abdicate its responsibility to determine whether a proxy contest satisfies the Policy Rule and whether reimbursement is in the best interest of the Company and all its stockholders.

G&E attempts to portray the Delaware law as unsettled on the issue of whether the Policy Rule applies to the Proposal and whether the directors must make the Policy Rule determination. Morris, Nichols has provided the Company a letter dated February 9, 2006 (the "Supplemental Opinion") responding to the arguments made by G&E. The Supplemental Opinion is attached hereto as Exhibit A.

The Supplemental Opinion points out that G&E does not present a single case that questions the application of the well-settled Policy Rule to proxy expense reimbursement. Moreover, G&E does not dispute that the Proposal would require the Company to pay solicitation expenses that do not satisfy the Policy Rule. Instead, G&E attempts to obfuscate Delaware law by making a number of assertions that are either factually incorrect or are not supported by governing precedent. As Morris, Nichols notes in its Supplemental Opinion,

G&E does not cite to a single case that has overruled, or even questioned, the application of the Policy Rule to proxy expense reimbursement;

G&E has made a factual error by asserting that the business judgment rule has "subsumed" the Policy Rule, when, in fact, the business judgment rule and the Policy Rule have both been settled precepts of Delaware law for more than seventy years; and

G&E has misread the case law by overlooking the holding of a decision indicating that the Policy Rule must be satisfied in order for a corporation to reimburse a stockholder for his or her proxy solicitation expenses.

G&E's attempt to obscure the Delaware law that requires directors to make the Policy Rule determination and to decide whether to pay solicitation expenses is also analytically flawed and should not be relied upon by the Staff. As the Supplemental Opinion explains, G&E supports its arguments by engaging in a lengthy discussion of two decisions, Hollinger International, Inc. v. Black, 844 A.2d 1022 (Del. Ch. 2004), and Unisuper Ltd. v. News Corp., 2005 WL 3529317 (Del. Ch. Dec. 20, 2005)), as supplemented by, Unisuper Ltd. v. News Corp., 2006 WL 207505 (Del. Ch. Jan. 20, 2006), interlocutory appeal refused, News Corp. v. Unisuper Ltd., No.635 (Del. Jan. 27, 2006), that do not address the issue of who must determine whether a proxy contest informs stockholders on issues of corporate policy.

G&E's letter is an advocacy piece that provides, at best, a list of arguments that G&E would present to convince a court to overrule the cases applying the Policy Rule and to depart from settled law requiring the directors to determine how company funds should be spent. The Staff should disregard G&E's submission because it does not accurately reflect current Delaware law indicating that the Proposal would, if adopted, be invalid.

THE COMPANY MAY LACK THE POWER TO IMPLEMENT THE PROPOSAL.

In its Request Letter, the Company noted that the Proposal may be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(6) because the Company may "lack the power or authority to implement" the Proposal. The Company pointed out that paying expenses for a proxy solicitation that conferred no benefit on the Company could constitute corporate waste, and the Board could not waste corporate assets on solicitation expenses without exposing directors to liability unless the expenditure is approved by a unanimous stockholder votewhich is, as a practical matter, impossible given the number of Company stockholders. See Request Letter, Supporting Statement at pp.6-7.

The Proponent seeks to avoid the argument by claiming that directors would not be liable for damages by committing corporate waste. Proponent Letter at p.4. This argument is incorrect. Although, as the Proponent points out, Delaware law permits a corporation to include in its charter a provision eliminating director liability for certain actions, a corporation cannot eliminate director liability that arises from, among other things, actions that are not taken in good faith. ¹ As the Delaware Court of Chancery has noted, directors violate their duty to act in good faith by taking actions that evidence a "conscious[] and intentional[]" disregard of their responsibilities. In re The Walt Disney Co. Deriv. Litig., 825 A.2d 275, 289 (Del. Ch. 2003). The directors might evidence such a "conscious" and "intentional" disregard of their duties to act in the best interest of the Company, and therefore directors could be liable absent unanimous stockholder approval, by wasting corporate assets on the reimbursement of proxy solicitation expenses that provide no benefit to the Company.

The Company would again like to refer the Staff to its letter providing No-Action advice to Emerging Markets Infrastructure Fund, Inc., where the Staff determined, in effect, that a stockholder could not include in company proxy materials a proposal that, like the Proposal, would have required the company to pay a stockholder's solicitation expenses. Emerging Markets Infrastructure Fund, Inc., (publicly available Mar. 23, 1999). Relying on an opinion of Maryland counsel, which discussed the same Policy Rule that applies to Delaware corporations, the Staff determined that the proponent would need to rephrase its proposal as "a recommendation or request that the [company] ... consider bearing the reasonable proxy solicitation expenses" of stockholder nomineessuggesting that, absent this change, the proposal would have been excluded pursuant to Rule 14a-8(i)(1), Rule 14a-8(i)(2) and Rule 14a-8(i)(6). ² The Company has amply demonstrated that the Staff should similarly reject the mandatory reimbursement scheme envisioned by the Proposal, which would preclude the Board from exercising discretion to "consider" whether proxy solicitation expenses should be reimbursed in order to avoid wasting corporate assets and to satisfy the Policy Rule imposed by Delaware law.

THE PROPOSAL RELATES TO AN ELECTION OF DIRECTORS.

Rather than directly confront the Company's arguments with respect to the Proposal, the Proponent spends most of its discussion of Rule 14a-8(i)(8) voicing its dissatisfaction with the Staff's decision to exclude stockholder access proposals, and even goes so far as to argue that the Staff's enforcement of Rule 14a-8(i)(8) has "no logical boundary" because proposals to declassify a board of directors or to adopt cumulative voting could be viewed as establishing a "procedure that relates to an election of directors." Proponent Letter at p.3. But, there is a readily apparent distinction between proposals regarding classified boards and cumulative voting and the type of forced subsidy required by the Proposal. Proposals seeking declassification of a board relate to the terms to which directors are elected. In addition, cumulative voting relates only to the method by which votes may be cast. These proposals are distinguishable from the Proposal, which would directly encourage parties to engage in proxy contests. ³ The Proponent does not dispute that the Proposal is designed to increase the frequency of proxy contests in much the same way such contests would be encouraged by the adoption of a stockholder access proposal.

For the reasons provided in the Request Letter, as supplemented above, the Company requests the concurrence of the Staff that it will not recommend enforcement action if the Company omits the Proposal from the Proxy Materials.

Enclosed herewith are six copies of this letter. If the Staff believes that it will not be able to take the No-Action position requested above, the Company would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. Please feel free to contact the undersigned at (212) 793-7396.

Very truly yours,

/s/

Shelley J. Dropkin, Esquire
General Counsel, Corporate Governance

cc: Charles Jurgonis
The American Federation of State, County and Municipal Employees

Encls.

-----FOOTNOTES-----

¹ See 8 Del. C. §102(b)(7) (specifying that a certificate of incorporation may contain "A provision eliminating or limiting the personal liability of a director ... provided that such provision shall not eliminate or limit the liability of a director ... for acts or omissions not in good faith....").

² The Proponent neither mentions this No-Action letter nor presents any subsequent letter where the Staff has revisited its determination on this issue.

³ The Proponent also attempts to save the Proposal from exclusion pursuant to Rule 14a-8(i)(8) by arguing that the real basis for excluding stockholder access proposals is the "perceived conflict between proxy access and the operation of the Commission's proxy rules," Proponent Letter at p.4, and therefore the Proposal should not be excluded because it does not raise this "perceived conflict." This distinction is simply not supported by the Staff's No-Action determinations. If the Staff really had determined that stockholder access proposals may be excluded because they conflict with the proxy rules, the Staff would have cited to Rule 14a-8(i)(3), which permits omission of a stockholder proposal if it is "contrary to ... the Commission's proxy rules," rather than Rule 14a-8(i)(8) in providing No-Action advice with respect to those proposals. Proponent's argument is simply inconsistent with the Staff's No-Action advice.

Even if a "perceived conflict" with the proxy rules were required to omit a proposal pursuant to Rule 14a-8(i)(8), the Proposal cannot be saved from omission on this basis because, as noted below, the Proposal conflicts with Rule 14a-7(e).

[STAFF REPLY LETTER]

March 2, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Citigroup Inc. Incoming letter dated December 22, 2005

The proposal urges the board to amend the bylaws to provide procedures for reimbursement of reasonable expenses incurred by a shareholder or group of shareholders in a contested election of directors in specified circumstances.

We are unable to concur in your view that Citigroup may exclude the proposal under rule 14a-8(i)(8). Accordingly, we do not believe that Citigroup may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

We are unable to conclude that Citigroup has met its burden of establishing that the proposal would violate applicable state law. Accordingly, we do not believe that Citigroup may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(2).

We are unable to conclude that Citigroup has met its burden of establishing that Citigroup may exclude the proposal under rule 14a-8(i)(1) as an improper subject for shareholder action under applicable state law. Accordingly, we do not believe that Citigroup may omit the proposal from its proxy material in reliance on rule 14a-8(i)(1).

We are unable to concur in your view that Citigroup may exclude the proposal under rule 14a-8(i)(6). Accordingly, we do not believe that Citigroup may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(6).

Sincerely,

/s/

Tamara M. Brightwell
Attorney-Adviser

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