State of Delaware
Secretary of State
Division of Corporation
Delivered 04:29 PM 01/13/2005
FILED 04:29 PM 01/13/2005
SRV 050032521 - 3912224 FILE
CERTIFICATE OF INCORPORATION
CITIGROUP FUNDING INC.
* * * * *
FIRST: The name of the corporation is: Citigroup Funding Inc.
SECOND: The address of registered office of the Corporation in the State
is Corporation Trust Centre, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is One Thousand (1,000) shares and the par value of each
of such shares is One Cent ($.01).
FIFTH: The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
Kenneth S. Cohen 425 Park Avenue, New York
, NY 10022
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The following provisions are inserted for the management of the
business and conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the
stockholders to make, alter, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the
By-Laws of the Corporation. Election of directors need not be
by written ballot unless the By-Laws so provide.
(4) No director shall be personally liable to the Corporation or
any of its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any
breach of fiduciary duty as director, except for liability (i)
for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.
Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing
at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or
EIGHTH: Meetings of stockholders may be held within or without the State
, as the By-Laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the corporation.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware
, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 13th day of January, 2005.
/s/ Kenneth S. Cohen
Kenneth S. Cohen
Written Consent of the
Sole General Partner of
Citigroup Funding Limited Partnership
Pursuant to Title 6, Section 17-103 of the
Uniform Partnership Act
The Undersigned, being the sole general partner of CITIGROUP FUNDING LIMITED
PARTNERSHIP (the "Limited Partnership"), does hereby consent to the use of the
name "Citigroup Funding Inc.
" in the forming of a corporation and does hereby
authorize Kenneth S. Cohen to use such name as the sole incorporator of the
corporation to be known as Citigroup Funding Inc.
IN WITNESS WHEREOF, the undersigned has executed this consent on this 13th day
of January, 2005.
CITIGROUP GENERAL PARTNER LLC
By: /s/ David Bruce Hendrik
David Bruce Hendrik
Director and Vice President