Final Pricing Supplement

(To Prospectus Supplement Dated April 13, 2006 and Prospectus Dated March 10, 2006)

The ELKS represent obligations of Citigroup Funding Inc. only and do not represent an obligation of or interest in Merrill Lynch or any of its affiliates. Merrill Lynch is not involved in any way in this offering and has not authorized, sponsored or consented to the issuance of the ELKS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the ELKS or determined that this pricing supplement, the accompanying prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The ELKS are not deposits or savings accounts but are unsecured debt obligations of Citigroup Funding Inc. and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

We expect that delivery of the ELKS will be made against payment therefor on or about March 18, 2008.

Because the terms of the ELKS differ from those of conventional debt securities in that the amount due at maturity will be based on the closing price of Merrill Lynch common stock on the third trading day before maturity and on the trading pricing of Merrill Lynch common stock at any time after the date of this pricing supplement up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day), an investment in the ELKS entails significant risks not associated with similar investments in a conventional debt security, including, among other things, fluctuations in the value of Merrill Lynch common stocks, and other events that are difficult to predict and beyond our control.

Your Investment in the ELKS May Result in a Loss if the Trading Price of Merrill Lynch Common Stock Declines

The amount you receive at maturity will depend on the closing price of Merrill Lynch common stock on the third trading day before maturity and on the trading pricing of Merrill Lynch common stock at any time after the date of this pricing supplement up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day). As a result, the amount you receive may be less than the amount you paid for your ELKS. If on the third trading day before maturity the closing price of Merrill Lynch common stock is less than the initial share price of $46.26 and the trading pricing of Merrill Lynch common stock at any time after the date of this pricing supplement up to and including the third trading day before maturity (whether intra-day or at the close of trading on) is less than or equal to $37.01, the payment you receive at maturity for each ELKS will be less than the price paid for each ELKS, and could be zero, in which case your investment in the ELKS will result in a loss, without taking into consideration any interest payable on the ELKS. This will be true even if the trading price of Merrill Lynch common stock exceeds the initial share price at one or more times after the date of this pricing supplement up to the third trading day before maturity.

As a result of the cap price, the ELKS provide less opportunity for equity appreciation than a direct investment in Merrill Lynch common stock. The cap price limits the portion of any appreciation in the value of Merrill Lynch common stock in which you will share to approximately 10% of the initial share price. If the value of Merrill Lynch common stock increases by more than approximately 10% during the term of the ELKS, the yield on the ELKS may be less than the yield on Merrill Lynch common stock or a similar security that was directly linked to Merill Lynch common stock but was not subject to a cap on appreciation.

The Yield on the ELKS May Be Lower Than the Yield on a Standard Debt Security of Comparable Maturity

The ELKS bear interest at the rate of approximately 24.00% per annum. As a result, if the closing price of Merrill Lynch common stock on the third trading day before maturity is less than the initial share price and the trading pricing of Merrill Lynch common stock at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on) is less than or equal to $37.01 (resulting in your receiving a total amount at maturity that is less than the principal amount of your ELKS), the effective yield on the ELKS may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding of comparable maturity.

The Price at Which You Will Be Able To Sell Your ELKS Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest

We believe that the value of your ELKS in the secondary market will be affected by the supply of and demand for the ELKS, the value of Merrill Lynch common stock and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact on the market value of the ELKS of a change in a specific factor, assuming all other conditions remain constant.

Merrill Lynch Common Stock Price. We expect that the market value of the ELKS will depend substantially on the amount, if any, by which the price of Merrill Lynch common stock changes from the initial share price of $46.26. However, changes in the price of Merrill Lynch common stock may not always be reflected, in full or in part, in the market value of the ELKS. If you choose to sell your ELKS when the price of Merrill Lynch common stock exceeds the initial share price, you may receive substantially less than the amount that would be payable at maturity based on that price because of expectations that the price of Merrill Lynch common stock will continue to fluctuate between that time and the time when the amount you receive at maturity is determined. In addition, significant increases in the value of Merrill Lynch common stock are not likely to be reflected in the trading price of the ELKS because the amount you can receive at maturity for each ELKS is limited to cash in an amount equal to the product of (i) the exchange ratio, (ii) the closing price of Merrill Lynch common stock on the

third trading day before maturity and (iii) a ratio equal to the cap price divided by the closing price of Merrill Lynch common stock on the third trading day before maturity. If you choose to sell your ELKS when the price of Merrill Lynch common stock is below the initial share price, you may receive less than the amount you originally invested.

The value of Merrill Lynch common stock will be influenced by Merill Lynch’s results from operations and by complex and interrelated political, economic, financial and other factors that can affect the capital markets generally and the market segment of which Merrill Lynch is a part. Citigroup Funding’s hedging activities in Merrill Lynch common stock, the issuance of securities similar to the ELKS and other trading activities by Citigroup Funding, its affiliates and other market participants can also affect the price of Merrill Lynch common stock.

Volatility of Merrill Lynch Common Stock. Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of Merrill Lynch common stock changes during the term of the ELKS, the market value of the ELKS may decrease.

Events Involving Merrill Lynch. General economic conditions and earnings results of Merrill Lynch and real or anticipated changes in those conditions or results may affect the market value of the ELKS. In addition, if the dividend yield on Merrill Lynch common stock increases, we expect that the market value of the ELKS may decrease because the value of any shares or cash you will receive at maturity will not reflect the value of such dividend payments. Conversely, if the dividend yield on Merrill Lynch common stock decreases, we expect that the market value of the ELKS may increase.

Interest Rates. We expect that the market value of the ELKS will be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, the market value of the ELKS may decrease, and if U.S. interest rates decrease, the market value of the ELKS may increase.

Time Premium or Discount. As a result of a “time premium” or “discount,” the ELKS may trade at a value above or below that which would be expected based on the level of interest rates and the value of Merrill Lynch common stock the longer the time remaining to maturity. A “time premium” or “discount” results from expectations concerning the value of Merrill Lynch common stock during the period prior to the maturity of the ELKS. However, as the time remaining to maturity decreases, this “time premium” or “discount” may diminish, increasing or decreasing the market value of the ELKS.

Hedging Activities. Hedging activities in Merrill Lynch common stock related to the ELKS by us or one or more of our affiliates will likely involve trading in Merrill Lynch common stock or in other instruments, such as options, swaps or futures based upon Merrill Lynch common stock. This hedging activity could affect the market price of Merrill Lynch common stock and therefore the market value of the ELKS. It is possible that our affiliates or we may profit from our hedging activity, even if the market value of the ELKS declines. Profits or loss from this hedging activity could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your notes in the secondary market.

Credit Ratings, Financial Condition and Results. Actual or anticipated changes in our financial condition or results or the credit ratings, financial condition or results of Citigroup Inc. may affect the market value of the ELKS. The ELKS are subject to the credit risk of Citigroup Inc., the guarantor of any payments due on the ELKS.

We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the market value of the ELKS attributable to another factor.

The Historical Performance of Merrill Lynch Common Stock Is Not an Indication of the Future Performance of Merrill Lynch Common Stock

The historical performance of Merrill Lynch common stock, which is included in this pricing supplement, should not be taken as an indication of the future performance of Merrill Lynch common stock during the term of the ELKS. Changes in the value of Merrill Lynch common stock will affect the trading price of the ELKS, but it is impossible to predict whether the value of Merrill Lynch common stock will rise or fall.

You will have no rights against Merrill Lynch, even though the market value of the ELKS is expected to depend primarily on the price of Merrill Lynch common stock.

Merrill Lynch is not in any way involved in this offering and has no obligations relating to the ELKS or to holders of the ELKS. In addition, you will have no voting rights and will receive no dividends or other distributions with respect to Merrill Lynch common stock.

The Amount You Receive at Maturity May Be Reduced Under Some Circumstances if Merrill Lynch Common Stock Is Diluted Because the Amount You Receive at Maturity Will Not Be Adjusted for All Events that Dilute Merrill Lynch Common Stock

The amount you receive at maturity is subject to adjustment for a number of events arising from stock splits and combinations, stock dividends, a number of other actions of Merrill Lynch that modify its capital structure and a number of other transactions involving Merrill Lynch, as well as for the liquidation, dissolution or winding up of Merrill Lynch. Moreover, in connection with certain limited reorganization events, we will have the right to call the ELKS. You should refer to the section “Description of the ELKS — Dilution Adjustments” in this pricing supplement. The amount you receive at maturity will not be adjusted for other events that may adversely affect the price of Merrill Lynch common stock, such as offerings of common stock for cash or in connection with acquisitions. Because of the relationship of the amount you receive at maturity to the price of Merrill Lynch common stock, these other events may reduce the amount you receive at maturity on the ELKS.

The ELKS Will Not Be Listed on a Major Stock Exchange; You May Not Be Able to Sell Your ELKS if an Active Trading Market for the ELKS Does Not Develop

The ELKS will not be listed on a major stock exchange and there is currently no secondary market for the ELKS. Citigroup Global Markets currently intends, but is not obligated, to make a market in the ELKS. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the ELKS. If the secondary market for the ELKS is limited, there may be few buyers should you choose to sell your ELKS prior to maturity and this may reduce the price you receive.

The Market Value of the ELKS May Be Affected by Purchases and Sales of Merrill Lynch Common Stock or Derivative Instruments Related to Merrill Lynch Common Stock by Affiliates of Citigroup Funding

Citigroup Funding’s affiliates, including Citigroup Global Markets, may from time to time buy or sell Merrill Lynch common stock or derivative instruments relating to Merrill Lynch common stock for their own accounts in connection with their normal business practices. These transactions could affect the price of Merrill Lynch common stock and therefore the market value of the ELKS.

Citigroup Global Markets Inc., an Affiliate of Citigroup Funding and Citigroup Inc., Is the Calculation Agent, Which Could Result in a Conflict of Interest

Citigroup Global Markets, which is acting as the calculation agent for the ELKS, is an affiliate of ours. As a result, Citigroup Global Markets’s duties as calculation agent, including with respect to making certain determinations and judgments that the calculation agent must make in determining amounts due to you, may conflict with its interest as an affiliate of ours.

No statutory, judicial or administrative authority directly addresses the characterization of the ELKS for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the ELKS are not certain. No ruling is being requested from the Internal Revenue Service with respect to the ELKS and no assurance can be given that the Internal Revenue Service will agree with the conclusions expressed under “Certain United States Federal Income Tax Considerations” in this pricing supplement. Alternative characterizations of the ELKS may affect the U.S. tax consequences of an investment in the ELKS.

The description in this pricing supplement of the particular terms of the ELKS supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

The ELKS bear interest at the rate of approximately 24.00% per annum, calculated on the basis of a 360-day year of twelve 30-day months. The coupon will be paid quarterly in cash on June 18, 2008 and September 18, 2008 (maturity). The coupon payment paid on the ELKS should be composed of an interest payment and payment of option premium. Approximately 10% of the total coupon payable on the ELKS will be characterized as interest and approximately 90% will be characterized as an option premium.

Interest will be payable to the persons in whose names the ELKS are registered at the close of business on the third Business Day preceding each interest payment date. If an interest payment date falls on a day that is not a Business Day, the interest payment to be made on that interest payment date will be made on the next succeeding Business Day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of such delayed payment.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which the securities exchanges or banking institutions or trust companies in The City of New York are authorized or obligated by law or executive order to close.

The ELKS will mature on September 18, 2008. At maturity, you will receive for each ELKS you hold an amount described below.

As a result, the value of Merrill Lynch common stock you receive at maturity for each ELKS may be less than the principal amount of each ELKS and could be zero. You will not in any case receive cash at maturity in an amount greater than the product of (i) the Exchange Ratio, (ii) the Final Share Price and (iii) a ratio equal to the Cap Price divided by the Final Share Price.

The “Initial Share Price” equals $46.26, which is the Closing Price of Merrill Lynch common stock on the Pricing Date.

The “Final Share Price” means the Closing Price of Merrill Lynch common stock on the Valuation Date. This Final Share Price will not change from the value fixed on the Valuation Date even if the Closing Price of Merrill Lynch common stock changes from the Valuation Date to maturity.

The “Exchange Ratio” equals 1 share of Merrill Lynch common stock for each ELKS of $46.26 principal amount (subject to the dilution adjustments described below under “— Dilution Adjustments”).

The “Downside Threshold Price” equals $37.01, approximately 80% of the Initial Share Price.

The “Cap Price” equals $50.89, approximately 110% of the Initial Share Price.

A “Market Disruption Event” means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of (1) Merrill Lynch common stock (or any other security for which a Trading Price or Closing Price must be determined) on any exchange or market, or (2) any options contracts or futures contracts relating to Merrill Lynch common stock (or other security), or any options on such futures contracts, on any exchange or market if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material.

A “Trading Day” means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption Event) on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.

The “Trading Price” of Merrill Lynch common stock or any other capital stock on any date of determination will be (1) if the common stock or capital stock are listed on a national securities exchange on that date of determination, any reported sale price, regular way, of the principal trading session on that date on the principal U.S. exchange on which the common stock or capital stock are listed or admitted to trading, and (2) if the common stock or capital stock are not listed on a national securities exchange on that date of determination, or if the reported sale price on such exchange is not obtainable (even if the common stock or capital stock are listed or admitted to trading on such exchange), any reported sale price on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the Trading Price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Trading Day prior to maturity. If no closing sale price or last reported sale price of the principal trading session is available pursuant to clauses (1) or (2) above or if there is a Market Disruption Event, the Trading Price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common stock or capital stock obtained from as many dealers in such shares or stock (which may include Citigroup Global Markets or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. The term “OTC Bulletin Board” will include any successor to such service.

The “Closing Price” of Merrill Lynch common stock (or any other security for which a Closing Price must be determined) on any date of determination will be (1) if the common stock or other security are listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal U.S. exchange on which the common stock or other security are listed or admitted to trading and (2) if the common stock or other security are not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price is not obtainable (even if the common stock or other security are listed or admitted to trading on such exchange), the last quoted bid price for the common stock or other security in the over-the-counter market on that date as reported by the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the Closing Price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the third trading Day prior to maturity. If no closing sale price or last reported sale price is available pursuant to clauses (1) or (2) above or if there is a Market Disruption Event, the Closing Price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common stock or other security obtained from as many dealers in such security (which may include Citigroup Global Markets or any of our other subsidiaries or affiliates), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. The term “OTC Bulletin Board” will include any successor to such service. If, during any period of ten Trading Days used to calculate the Then-Current Market Price, there occurs any event requiring an adjustment to be effected as described herein, then the Closing Price for each Trading Day in such period of ten Trading Days occurring prior to the day on which such adjustment is effected will be adjusted by being divided by the relevant dilution adjustment.

The Exchange Ratio will be subject to adjustment from time to time in certain situations. Any of these adjustments could have an impact on the amount to be paid by Citigroup Funding to you. Citigroup Global Markets, as calculation agent, will be responsible for the effectuation and calculation of any adjustment described herein and will furnish the trustee with notice of any adjustment.

(1) pays a share dividend or makes a distribution with respect to its common stock in such shares of common stock (excluding any share dividend or distribution for which the number of shares of common stock paid or distributed is based on a fixed cash equivalent value),

(2) subdivides or splits its outstanding common stock into a greater number of shares,

(4) issues by reclassification of its common stock any shares of other common stock of Merrill Lynch.

then, in each of these cases, the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common stock outstanding immediately after the event, plus, in the case of a reclassification referred to in (4) above, the number of other common stock of Merrill Lynch, and the denominator of which will be the number of common stock outstanding immediately before the event. The Initial Share Price and the Downside Threshold Price will also be adjusted in that case in the manner described below.

If Merrill Lynch, after the date of this pricing supplement, issues, or declares a record date in respect of an issuance of, rights or warrants to all holders of its common stock entitling them to subscribe for or purchase its common stock at a price per share less than the Then-Current Market Price of the common stock, other than rights to purchase common stock pursuant to a plan for the reinvestment of dividends or interest, then, in each case, the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common stock outstanding immediately before the adjustment is effected, plus the number of additional common stock offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the number of common stock outstanding immediately before the adjustment is effected by reason of the issuance of the rights or warrants, plus the number of additional common stock which the aggregate offering price of the total number of common stock offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price of the common stock, which will be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. To the extent that, after the expiration of the rights or warrants, the common stock offered thereby have not been delivered, the Exchange Ratio will be further adjusted to equal the Exchange Ratio which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the number of common stock actually delivered. The Initial Share Price and the Downside Threshold Price will also be adjusted in that case in the manner described below.

If Merrill Lynch, after the date of this pricing supplement, declares or pays a dividend or makes a distribution to all holders of the common stock of any class of its capital stock, the capital stock of one or more of its subsidiaries, evidences of its indebtedness or other non-cash assets, excluding any dividends or distributions referred to in the above paragraph and excluding any issuance or distribution to all holders of its common stock, in the form of Marketable Securities, of capital stock of one or more of its subsidiaries, or issues to all holders of its common stock rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries’ securities, other than rights or warrants referred to in the above paragraph, then, in each of these cases, the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of one common stock, and the denominator of which will be the Then-Current Market Price of one common stock, less the fair market value as of the time the adjustment is effected of the portion of the capital stock, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one common stock. The Initial Share Price and the Downside Threshold Price will also be adjusted in that case in the manner described below. If any capital stock declared or paid as a dividend or otherwise distributed or issued to all holders of Merrill Lynch common stock consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by the calculation agent by reference to the Trading Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final.

Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which the above paragraph would otherwise apply, the denominator in the fraction referred to in the above formula is less than $1.00 or is a negative number, then Citigroup Funding may, at its option, elect to have the adjustment provided by the above paragraph not be made and in lieu of this adjustment, the Trading Price of Merrill Lynch common stock on any Trading Day thereafter up to and including the Valuation Date will be deemed to be equal to the fair market value of the capital stock, evidences of indebtedness, assets, rights or warrants (determined, as of the date this dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) so distributed or issued applicable to one common stock and, if the Final Share Price is less than or equal to the Initial Share Price and the Trading Price of Merrill Lynch common stock at any time thereafter up to and including the Valuation Date is less than or equal to the Downside Threshold Price, or if the Final Share is greater than the Initial Share Price but less than or equal to the Cap Price, each holder of the ELKS will have the right to receive at maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by such fair market value.

If Merrill Lynch, after the date of this pricing supplement, declares a record date in respect of a distribution of cash, other than any Permitted Dividends described below, any cash distributed in consideration of fractional shares of common stock and any cash distributed in a Reorganization Event referred to below, by dividend or otherwise, to all holders of its common stock, or makes an Excess Purchase Payment, then the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the common stock, and the denominator of which will be the Then-Current Market Price of the common stock on the record date less the amount of the distribution applicable to one share of common stock which would not be a Permitted Dividend, or, in the case of an Excess Purchase Payment, less the aggregate amount of the Excess Purchase Payment for which adjustment is being made at the time divided by the number of common stock outstanding on the record date. The Initial Share Price and the Downside Threshold Price will also be adjusted in that case in the manner described below.

A “Permitted Dividend” is any cash dividend in respect of Merrill Lynch common stock, other than a cash dividend that exceeds the immediately preceding cash dividend, and then only to the extent that the per share amount of this dividend results in an annualized dividend yield on the common stock in excess of 10%.

An “Excess Purchase Payment” is the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) of all other consideration paid by Merrill Lynch with respect to one share of common stock acquired in a tender offer or exchange offer by Merrill Lynch, over (y) the Then-Current Market Price of the common stock.

Notwithstanding the foregoing, in the event that, with respect to any dividend, distribution or Excess Purchase Payment to which the sixth paragraph in this section would otherwise apply, the denominator in the fraction referred to in the formula in that paragraph is less than $1.00 or is a negative number, then Citigroup Funding may, at its option, elect to have the adjustment provided by the sixth paragraph in this section not be made and in lieu of this adjustment, the Trading Price of Merrill Lynch common stock on any Trading Day thereafter up to and including the Valuation Date will be deemed to be equal to the sum of the amount of cash and the fair market value of other consideration (determined, as of the date this dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) so distributed or applied to the acquisition of the common stock in the tender offer or exchange offer applicable to one share of common stock and, if the Final Share Price is less than or equal to the Initial Share Price and the Trading Price of Merrill Lynch common stock at any time thereafter up to and including the Valuation Date is less than or equal to the Downside Threshold Price, or if the Final Share is greater than the Initial Share Price but less than or equal to the Cap Price, each holder of the ELKS will have the right to receive at maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by such sum.

If any adjustment is made to the Exchange Ratio as set forth above, an adjustment will also be made to the Initial Share Price and the Downside Threshold Price. The required adjustment will be made by dividing the Initial Share Price and the Downside Threshold Price by the relevant dilution adjustment.

If Merrill Lynch, after the date of this pricing supplement, issues or makes a distribution to all holders of its common stock of the capital stock of one or more of its subsidiaries, in each case in the form of Marketable Securities, and if the Final Share Price is less than or equal to the Initial Share Price and the Trading Price of Merrill Lynch common stock at any time after the date of this pricing supplement up to and including the Valuation Date (whether intra-day or at the close of trading on any day) is less than or equal to the Downside Threshold Price, or if the Final Share is greater than the Initial Share Price

but less than or equal to the Cap Price, then, in each of these cases, each holder of the ELKS will receive at maturity for each ELKS the cash value of a combination of Merrill Lynch common stock equal to the Exchange Ratio and a number of shares of such Merrill Lynch subsidiaries’ capital stock equal to the Exchange Ratio times the number of shares of such subsidiaries’ capital stock distributed per share of Merrill Lynch common stock. Following the record date for an event described in this paragraph, the “Trading Price” will equal the Trading Price of Merrill Lynch common stock, plus the Trading Price of such subsidiaries’ capital stock times the number of shares of such subsidiaries’ capital stock distributed per share of Merrill Lynch common stock. In the event a distribution pursuant to this paragraph occurs, following the record date for such distribution, the adjustments described in “—Dilution Adjustments” will also apply to such subsidiaries’ capital stock if any of the events described in “—Dilution Adjustments” occurs with respect to such capital stock.

All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Exchange Ratio will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or repurchase requiring an adjustment as described herein is subsequently canceled by Merrill Lynch, or this dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other reason, then, upon the cancellation, failure of approval or failure to occur, the Exchange Ratio, the Initial Share Price and the Downside Threshold Price will be further adjusted to the Exchange Ratio, the Initial Share Price and the Downside Threshold Price which would then have been in effect had adjustment for the event not been made. If a Reorganization Event described below occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Exchange Ratio will not be rescinded but will be applied to the Reorganization Event as provided for below.

The “Then-Current Market Price” of the common stock, for the purpose of applying any dilution adjustment, means the average Closing Price per share of common stock for the ten Trading Days immediately before this adjustment is effected or, in the case of an adjustment effected at the opening of business on the Business Day next following a record date, immediately before the earlier of the date the adjustment is effected and the related Ex-Date. For purposes of determining the Then-Current Market Price, the determination of the Closing Price by the calculation agent in the event of a Market Disruption Event, as described in the definition of Closing Price, may be deferred by the calculation agent for up to three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Trading Day prior to maturity.

The “Ex-Date” relating to any dividend, distribution or issuance is the first date on which the common stock trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance.

Subject to Citigroup Funding’s right to call the ELKS upon the occurrence of a Callable Reorganization Event, as described in the last four paragraphs of this section, in the event of any of the following “Reorganization Events”:

the Trading Price of Merrill Lynch common stock on any Trading Day thereafter up to and including the Valuation Date will be deemed to be equal to the Transaction Value.

(1) for any cash received in a Reorganization Event or a Callable Reorganization Event, the amount of cash received per share of common stock,

(2) for any property other than cash or Marketable Securities received in a Reorganization Event or a Callable Reorganization Event, an amount equal to the market value on the date the Reorganization Event is consummated, or, in the case of a Callable Reorganization Event, on the Effective Date, of that property received or to be received per share of common stock, as determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final, and

(3) for any Marketable Securities received in a Reorganization Event or a Callable Reorganization Event, an amount equal to the Closing Price per share of these Marketable Securities on the applicable Trading Day multiplied by the number of these Marketable Securities received for each share of common stock.

“Marketable Securities” are any perpetual equity securities or debt securities with a stated maturity after the maturity date, in each case that are listed on a U.S. national securities exchange. The number of shares of any equity securities constituting Marketable Securities included in the calculation of Transaction Value pursuant to clause (3) above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganization Event and maturity of the ELKS that would have required an adjustment as described above, had it occurred with respect to Merrill Lynch common stock or Merrill Lynch. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above.

If Merrill Lynch common stock has been subject to a Reorganization Event and, if the Final Share Price is less than or equal to the Initial Share Price and the Trading Price of Merrill Lynch common stock at any time thereafter up to and including the Valuation Date is less than or equal to the Downside Threshold Price, then each holder of the ELKS will have the right to receive per $46.26 principal amount of ELKS (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of “Transaction Value” above and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio.

Citigroup Funding will have the right to call the ELKS at any time, in whole but not in part, for the Call Price described below, in the event that Merrill Lynch enters into a definitive agreement with respect to a Callable Reorganization Event. A Callable Reorganization Event is a Reorganization Event where the cash, securities (other than Marketable Securities) or other property to be received by Merrill Lynch has a market value on Effective Date greater than or equal to 25% of the Transaction Value (as defined above) on the Effective Date. The “Effective Date” is the date on which Merrill Lynch publicly announces its entry into a definitive agreement with respect to a Reorganization Event.

If Citigroup Funding elects to call the ELKS, no later than three Business Days after such Call Date, you will receive notice of the call, the Call Price to be paid and the exact call payment date, which will be no more than five Business Days after the Call Date. On the call payment date you will receive an amount per ELKS equal to the Call Price only. No accrued and unpaid interest will be paid on the ELKS if they are called prior to maturity. The Call Price per ELKS will be determined by multiplying $46.26 by the applicable percentage listed in the following tables:

If the Call Date is not one of the monthly call dates listed above, the applicable Call Price will be based on the Call Price for the date listed above immediately preceding the Call Date and the date listed above immediately following the Call Date. All determinations related to the call of the ELKS will be made by the calculation agent in its sole discretion, using commercially reasonable methods.

The ELKS are not subject to redemption at the option of any holder prior to maturity and are not subject to the defeasance provisions described in the accompanying prospectus under “Description of Debt Securities—Defeasance.”

In case an Event of Default (as defined in the accompanying prospectus) with respect to any ELKS shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the ELKS will be determined by the calculation agent and will equal, for each ELKS, the amount to be received at maturity, calculated as though the maturity of the ELKS were the date of early repayment. See “— Determination of the Amount To Be Received at Maturity” above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup Inc., the beneficial owner of an ELKS will not be permitted to make a claim for unmatured interest against the entity that becomes subject to a bankruptcy proceeding, and therefore, under Section 502(b) (2) of Title 11 of the United States Code, the claim of the beneficial owner of an ELKS will be capped at the cash equivalent of the amount to be received at maturity calculated as though the maturity date of the ELKS were the date of the commencement of the proceeding, plus an additional amount of interest accrued on the principal amount of ELKS at 24.00% per annum up to the date of the commencement of the proceeding.

In case of default in payment at maturity of the ELKS, the ELKS shall bear interest, payable upon demand of the beneficial owners of the ELKS in accordance with the terms of the ELKS, from and after the maturity date through the date when payment of the unpaid amount has been made or duly provided for, at the rate of 3.25% per annum on the unpaid amount (or the cash equivalent of such unpaid amount) due.

Citibank, N.A. will serve as paying agent and registrar for the ELKS and will also hold the global security representing the ELKS as custodian for DTC. The Bank of New York, as successor trustee under an indenture dated as of June 1, 2005, will serve as trustee for the ELKS.

The calculation agent for the ELKS will be Citigroup Global Markets. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the ELKS. Because the calculation agent is an affiliate of Citigroup Funding and Citigroup Inc., potential conflicts of interest may exist between the calculation agent and the holders of the ELKS, including with respect to certain determinations and judgments that the calculation agent must make in determining amounts due to holders of the ELKS. Citigroup Global Markets is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

According to publicly available documents, Merrill Lynch is one of the largest wealth management, capital markets and advisory companies. Merrill Lynch is currently subject to the information requirements of the Securities Exchange Act. Accordingly, Merrill Lynch files reports (including its Annual Report on Form 10-K for the fiscal year ended December 28, 2007) and other information with the SEC. Merrill Lynch’s registration statements, reports and other information are available to the public from the SEC’s website at http://www.sec.gov and also may be inspected and copied at the SEC at the location listed in the section “Prospectus Summary—Where You Can Find More Information” in the accompanying prospectus.

Neither Citigroup Funding nor Citigroup Inc. has participated in the preparation of Merrill Lynch’s publicly available documents and has not made any due diligence investigation or inquiry of Merrill Lynch in connection with the offering of the ELKS. We make no representation that the publicly available information about Merrill Lynch is accurate or complete.

The ELKS represents obligations of Citigroup Funding and Citigroup Inc. only. Merrill Lynch is not involved in any way in this offering and has no obligation relating to the ELKS or to holders of the ELKS.

The common stock of Merrill Lynch is listed on the New York Stock Exchange under the symbol “MER.” The following table sets forth, for each of the quarterly periods indicated, the high and the low sales prices for Merrill Lynch common stock, as reported on the New York Stock Exchange, as well as the cash dividends paid per share of common stock.

According to Merrill Lynch’s Annual Report on Form 10-K for the fiscal year ended December 28, 2007, as of February 15, 2008, there were 969,007,029 shares of common stock outstanding.

Holders of ELKS will not be entitled to any rights with respect to Merrill Lynch common stock (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof) prior to receiving Merrill Lynch common stock at maturity, if applicable.

The following discussion is a summary of certain U.S. federal income tax consequences that may be relevant to initial holders of the ELKS who will hold the ELKS as capital assets. All references to “holders” are to beneficial owners of the ELKS. This summary is based on U.S. federal income tax laws, regulations, rulings and decisions in effect as of the date of this pricing supplement, all of which are subject to change at any time (possibly with retroactive effect). As the law is technical and complex, the discussion below necessarily represents only a general summary.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its individual investment circumstances or to certain types of holders subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, financial institutions, insurance companies, tax-exempt organizations and taxpayers holding the ELKS as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated financial transaction, or persons whose functional currency is not the U.S. dollar. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.

No statutory, judicial or administrative authority directly addresses the characterization of the ELKS or instruments similar to the ELKS for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the ELKS are not certain. No ruling is being requested from the Internal Revenue Service (the “IRS”) with respect to the ELKS and no assurance can be given that the IRS will agree with the conclusions expressed herein. ACCORDINGLY, A PROSPECTIVE INVESTOR (INCLUDING A TAX-EXEMPT INVESTOR) IN THE ELKS SHOULD CONSULT ITS TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE ELKS, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

In purchasing an ELKS, Citigroup Funding and each holder, unless otherwise required by law, agree to treat the ELKS for U.S. federal income tax purposes as a grant by the holder to Citigroup Funding of a combination of cash-settled options on the Merrill Lynch common stock, under the terms of which (a) at the time of issuance of the ELKS the holder deposits irrevocably with Citigroup Funding a fixed amount of cash equal to the purchase price of the ELKS to assure the fulfillment of the holder’s potential obligation described in clause (d) below, (b) until maturity Citigroup Funding will be obligated to pay interest on such deposit at an annual rate of 2.42% compounded semi-annually to the holder for Citigroup Funding’s use of such cash deposit during the term of the ELKS, which interest will be payable as part of the coupon payment, (c) the holder will receive an option premium, which premium will be payable as part of the coupon payment, and (d) when pursuant to the terms of the ELKS at maturity one or more options are exercised, then such cash deposit unconditionally and irrevocably will be applied by Citigroup Funding in full satisfaction of the holder’s obligation under such options and Citigroup Funding will deliver to the holder the cash value of the Merrill Lynch common stock pursuant to the terms of the ELKS. (Prospective investors should note that cash proceeds of this offering will not be segregated by Citigroup Funding during the term of the ELKS, but instead will be commingled with Citigroup Funding’s other assets and applied in a manner consistent with the section “Use of Proceeds and Hedging” in the accompanying prospectus.) As discussed below, there is no assurance that the IRS will agree with this treatment, and alternative treatments of the ELKS could result in less favorable U.S. federal income tax consequences to a holder.

The following is a summary of certain United States federal income tax consequences that will apply to a beneficial owner of an ELKS that is a citizen or resident of the United States or a domestic corporation or otherwise subject to United States federal income tax on a net income basis in respect of the ELKS (a “U.S. Holder”), under the characterization of the ELKS agreed to above.

The coupon payment paid on the ELKS should be divided into two separate components for tax purposes: an interest component (approximately 10% of the total coupon payment) and an option premium component (approximately 90% of the total coupon payment). The interest component of the coupon payment will be included in the income of a U.S. Holder as interest at the time that such interest is accrued or received in accordance with such U.S. Holder’s method of accounting. The component of the coupon payment treated as option premium would not be included in the income of a U.S. Holder until sale or other taxable disposition of the ELKS or at retirement of the ELKS. At maturity a U.S. Holder (i) would include the interest component of the coupon payment in income as interest in the manner described above and (ii) would recognize short-term capital gain or loss equal to the difference between (x) the sum of cash received at maturity and the entire option premium (but not including any interest payment), and (y) its purchase price for the ELKS. Upon the sale or other taxable disposition of an ELKS, a U.S. Holder generally would recognize short-term capital gain or loss equal to the

difference between (x) the sum of (i) an amount realized on the sale or other taxable disposition (to the extent such amount is not attributable to accrued but unpaid interest, which will be taxed as such) and (ii) the amount of the option premium received as part of the coupon payments on the ELKS prior to the sale or disposition and (y) such U.S. Holder’s purchase price for the ELKS.

Possible Alternative Characterizations. Due to the absence of authority as to the proper characterization of the ELKS and the absence of any comparable instruments for which there is a widely accepted tax treatment, no assurance can be given that the IRS will accept, or that a court will uphold, the agreed-to characterization and tax treatment described above. In particular, it is possible, for example, that the IRS could maintain that amounts denominated as option premium should be characterized as interest and includible in the U.S. Holder’s income in the manner described above regarding the interest payments. It is also possible that the ELKS could be treated as including a debt instrument and a forward contract or two or more options. Under these alternative characterizations, the timing and character of income from the ELKS could differ substantially from that described above.

A U.S. Holder of an ELKS may be subject to information reporting and to backup withholding on certain amounts paid to the U.S. Holder unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and demonstrates this fact, or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. The amount of any backup withholding will be allowed as a credit against such U.S. Holder’s federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished to the IRS.

The terms and conditions set forth in the Global Selling Agency Agreement dated April 20, 2006, among Citigroup Funding, Citigroup Inc. and the agents named therein, including Citigroup Global Markets, govern the sale and purchase of the ELKS.

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets, $11,037,636 principal amount of ELKS (238,600 ELKS), any payments due on which are fully and unconditionally guaranteed by Citigroup Inc.

In order to hedge its obligations under the ELKS, Citigroup Funding expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer to the section “Risk Factors Relating to the ELKS—The Market Value of the ELKS May Be Affected by Purchases and Sales of Merrill Lynch Common Stock or Derivative Instruments Related to Merrill Lynch Common Stock by Affiliates of Citigroup Funding” in this pricing supplement, “Risk Factors—Citigroup Funding’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying prospectus supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its affiliates have investment discretion are not permitted to purchase the ELKS, either directly or indirectly.

Each purchaser of the Notes or any interest therein will be deemed to have represented and warranted on each day from and including the date of its purchase or other acquisition of the Notes through and including the date of disposition of such Notes that either:

Please also refer to the section “ERISA Matters” in the accompanying prospectus.

You should rely only on the information contained or incorporated by reference in this pricing supplement and the accompanying prospectus and prospectus supplement. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this pricing supplement, prospectus supplement and prospectus is accurate as of any date other than the date on the front of such document.

TABLE OF CONTENTS


		Page
Pricing Supplement
Risk Factors Relating to the ELKS		PS-2
Description of the ELKS		PS-5
Merrill Lynch & Co., Inc.		PS-14
Historical Data on the Common Stock of Merrill Lynch & Co., Inc.		PS-14
Certain United States Federal Income Tax Considerations		PS-15
Plan of Distribution		PS-17
ERISA Matters		PS-17

Prospectus Supplement
Risk Factors		S-3
Important Currency Information		S-6
Description of the Notes		S-7
Certain United States Federal Income Tax Considerations		S-33
Plan of Distribution		S-40
ERISA Matters		S-41

Prospectus
Prospectus Summary		1
Forward-Looking Statements		6
Citigroup Inc.		6
Citigroup Funding Inc.		6
Use of Proceeds and Hedging		7
European Monetary Union		8
Description of Debt Securities		8
Description of Index Warrants		21
Description of Debt Security and Index Warrant Units		24
Limitations on Issuances in Bearer Form		25
Plan of Distribution		26
ERISA Matters		29
Legal Matters		29
Experts		29

Citigroup Funding Inc.

Medium-Term Notes, Series D

238,600 Equity LinKed

Securities (ELKS^®)

Based Upon the Common Stock of

Merrill Lynch & Co., Inc.

Due September 18, 2008

($46.26 Principal Amount Per ELKS)

Any Payments Due from

Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

March 13, 2008

(Including Prospectus Supplement Dated

April 13, 2006 and Prospectus Dated

March 10, 2006)

Citi


Class of securities offered	Aggregate offering price		Amount of registration fee
Medium-Term Senior Notes, Series D	$	11,037,636.00	$	433.78	(1)


	Per ELKS		Total
Public Offering Price	$	46.26	$	11,037,636.00
Underwriting Discount	$	0.00	$	0.00
Proceeds to Citigroup Funding Inc. (before expenses)	$	46.26	$	11,037,636.00


Closing Price of Merrill Lynch Common Stock on the Call Date	Monthly Call Dates If Downside Threshold Price Is Not Breached
	3/13/08	4/14/08	5/13/08	6/13/08	7/14/08	8/13/08	9/12/08
$38.16	88.03%	89.07%	90.74%	91.66%	86.71%	88.51%	95.39%
39.32	90.00%	91.11%	92.84%	93.89%	89.14%	91.27%	101.68%
40.48	91.89%	93.07%	94.86%	96.03%	91.48%	93.90%	104.63%
41.63	93.70%	94.94%	96.78%	98.07%	93.69%	96.36%	105.64%
42.79	95.41%	96.71%	98.60%	100.00%	95.77%	98.64%	105.93%
43.95	97.04%	98.39%	100.32%	101.81%	97.70%	100.73%	106.13%
45.10	98.57%	99.97%	101.92%	103.49%	99.48%	102.63%	106.58%
46.26	100.00%	101.44%	103.42%	105.05%	101.10%	104.34%	107.54%
47.42	101.35%	102.82%	104.80%	106.48%	102.57%	105.89%	109.06%
48.57	102.60%	104.10%	106.08%	107.80%	103.91%	107.25%	110.95%
49.73	103.77%	105.28%	107.27%	109.00%	105.12%	108.47%	112.81%
50.89	104.85%	106.38%	108.36%	110.11%	106.21%	109.54%	114.27%
52.04	105.85%	107.39%	109.36%	111.11%	107.18%	110.46%	115.20%
53.20	106.78%	108.33%	110.27%	112.01%	108.03%	111.27%	115.67%
54.36	107.64%	109.18%	111.09%	112.81%	108.79%	111.96%	115.86%
55.51	108.42%	109.96%	111.85%	113.55%	109.48%	112.55%	115.92%
56.67	109.15%	110.67%	112.54%	114.22%	110.07%	113.05%	115.94%
57.83	109.82%	111.34%	113.17%	114.80%	110.60%	113.47%	115.94%
58.98	110.43%	111.93%	113.73%	115.34%	111.08%	113.83%	115.95%
60.14	110.99%	112.48%	114.26%	115.83%	111.49%	114.13%	115.95%
61.29	111.51%	112.99%	114.72%	116.25%	111.87%	114.38%	115.95%
62.45	111.99%	113.44%	115.15%	116.65%	112.19%	114.59%	115.95%
63.61	112.43%	113.87%	115.55%	116.99%	112.50%	114.77%	115.95%
64.76	112.84%	114.25%	115.89%	117.32%	112.74%	114.91%	115.95%
65.92	113.21%	114.61%	116.23%	117.60%	113.01%	115.04%	115.95%
67.08	113.56%	114.94%	116.52%	117.88%	113.21%	115.14%	115.95%
68.23	113.88%	115.24%	116.80%	118.11%	113.41%	115.23%	115.95%
69.39	114.18%	115.52%	117.05%	118.34%	113.58%	115.30%	115.95%
70.55	114.45%	115.78%	117.29%	118.54%	113.74%	115.37%	115.95%
71.70	114.71%	116.02%	117.50%	118.73%	113.90%	115.42%	115.95%
72.86	114.94%	116.25%	117.70%	118.90%	114.02%	115.46%	115.95%
74.02	115.18%	116.45%	117.89%	119.07%	114.16%	115.50%	115.95%
75.17	115.38%	116.66%	118.07%	119.22%	114.27%	115.53%	115.95%
76.33	115.58%	116.84%	118.24%	119.36%	114.38%	115.56%	115.95%
77.49	115.76%	117.01%	118.39%	119.50%	114.49%	115.58%	115.95%
78.64	115.94%	117.18%	118.54%	119.62%	114.58%	115.60%	115.95%
79.80	116.11%	117.33%	118.68%	119.73%	114.66%	115.62%	115.95%
80.96	116.26%	117.48%	118.81%	119.85%	114.75%	115.63%	115.95%
82.11	116.41%	117.62%	118.94%	119.95%	114.82%	115.64%	115.95%
83.27	116.56%	117.75%	119.05%	120.05%	114.89%	115.65%	115.95%
84.42	116.69%	117.89%	119.17%	120.14%	114.95%	115.65%	115.95%
85.58	116.83%	118.00%	119.28%	120.23%	115.00%	115.66%	115.95%
86.74	116.95%	118.12%	119.38%	120.31%	115.06%	115.66%	115.95%
87.89	117.07%	118.24%	119.48%	120.39%	115.10%	115.67%	115.95%
89.05	117.19%	118.34%	119.58%	120.46%	115.14%	115.67%	115.95%
90.21	117.31%	118.45%	119.66%	120.53%	115.18%	115.67%	115.95%
91.36	117.41%	118.56%	119.75%	120.58%	115.21%	115.67%	115.95%
92.52	117.52%	118.65%	119.84%	120.64%	115.24%	115.67%	115.95%


Closing Price of Merrill Lynch Common Stock on the Call Date	Monthly Call Dates If Downside Threshold Price Is Breached
	3/13/08	4/14/08	5/13/08	6/13/08	7/14/08	8/13/08	9/12/08
$27.76	68.37%	68.99%	70.33%	70.64%	64.93%	65.92%	65.97%
28.91	70.70%	71.36%	72.72%	73.07%	67.40%	68.41%	68.47%
30.07	73.01%	73.70%	75.09%	75.48%	69.86%	70.90%	70.97%
31.23	75.28%	76.02%	77.43%	77.88%	72.30%	73.38%	73.47%
32.38	77.52%	78.29%	79.74%	80.24%	74.73%	75.86%	75.97%
33.54	79.71%	80.53%	82.02%	82.58%	77.14%	78.33%	78.47%
34.70	81.86%	82.72%	84.25%	84.88%	79.52%	80.79%	80.97%
35.85	83.95%	84.86%	86.43%	87.15%	81.88%	83.23%	83.47%
37.01	85.98%	86.95%	88.56%	89.36%	84.20%	85.65%	85.96%
38.16	87.96%	88.98%	90.63%	91.51%	86.47%	88.04%	88.46%
39.32	89.86%	90.94%	92.63%	93.60%	88.68%	90.39%	90.96%
40.48	91.69%	92.82%	94.56%	95.62%	90.83%	92.68%	93.46%
41.63	93.44%	94.63%	96.41%	97.57%	92.89%	94.91%	95.96%
42.79	95.11%	96.36%	98.18%	99.42%	94.88%	97.05%	98.46%
43.95	96.71%	98.00%	99.85%	101.18%	96.76%	99.10%	100.96%
45.10	98.21%	99.55%	101.43%	102.84%	98.53%	101.03%	103.46%
46.26	99.63%	101.01%	102.92%	104.40%	100.18%	102.83%	105.95%
47.42	100.97%	102.38%	104.30%	105.84%	101.70%	104.50%	108.40%
48.57	102.22%	103.67%	105.60%	107.18%	103.10%	106.01%	110.73%
49.73	103.39%	104.86%	106.80%	108.42%	104.38%	107.37%	112.75%
50.89	104.49%	105.98%	107.91%	109.57%	105.55%	108.58%	114.26%
52.04	105.51%	107.01%	108.94%	110.61%	106.60%	109.64%	115.20%
53.20	106.45%	107.97%	109.88%	111.55%	107.52%	110.57%	115.67%
54.36	107.33%	108.84%	110.73%	112.40%	108.34%	111.38%	115.86%
55.51	108.13%	109.64%	111.51%	113.18%	109.09%	112.06%	115.92%
56.67	108.87%	110.38%	112.24%	113.89%	109.73%	112.63%	115.94%
57.83	109.56%	111.07%	112.89%	114.50%	110.30%	113.12%	115.94%
58.98	110.19%	111.68%	113.48%	115.07%	110.82%	113.53%	115.95%
60.14	110.77%	112.25%	114.03%	115.59%	111.26%	113.88%	115.95%
61.29	111.31%	112.78%	114.51%	116.03%	111.67%	114.17%	115.95%
62.45	111.81%	113.25%	114.96%	116.46%	112.01%	114.41%	115.95%
63.61	112.26%	113.70%	115.37%	116.82%	112.33%	114.61%	115.95%
64.76	112.68%	114.10%	115.74%	117.16%	112.60%	114.79%	115.95%
65.92	113.06%	114.46%	116.08%	117.46%	112.86%	114.93%	115.95%
67.08	113.42%	114.81%	116.39%	117.74%	113.07%	115.05%	115.95%
68.23	113.75%	115.12%	116.68%	117.99%	113.28%	115.15%	115.95%
69.39	114.06%	115.41%	116.93%	118.23%	113.46%	115.23%	115.95%
70.55	114.34%	115.67%	117.18%	118.43%	113.62%	115.31%	115.95%
71.70	114.61%	115.92%	117.40%	118.63%	113.78%	115.37%	115.95%
72.86	114.85%	116.16%	117.61%	118.80%	113.92%	115.42%	115.95%
74.02	115.09%	116.37%	117.80%	118.97%	114.05%	115.46%	115.95%
75.17	115.29%	116.58%	117.98%	119.13%	114.17%	115.50%	115.95%
76.33	115.50%	116.76%	118.15%	119.27%	114.28%	115.53%	115.95%
77.49	115.69%	116.93%	118.31%	119.41%	114.40%	115.56%	115.95%
78.64	115.86%	117.10%	118.46%	119.53%	114.49%	115.58%	115.95%
79.80	116.04%	117.26%	118.60%	119.65%	114.58%	115.60%	115.95%
80.96	116.19%	117.41%	118.73%	119.77%	114.67%	115.62%	115.95%
82.11	116.35%	117.55%	118.86%	119.87%	114.74%	115.63%	115.95%
83.27	116.50%	117.69%	118.98%	119.97%	114.82%	115.64%	115.95%
84.42	116.63%	117.82%	119.10%	120.07%	114.88%	115.65%	115.95%
85.58	116.77%	117.94%	119.21%	120.16%	114.94%	115.66%	115.95%
86.74	116.89%	118.06%	119.31%	120.25%	115.00%	115.66%	115.95%
87.89	117.01%	118.18%	119.41%	120.32%	115.05%	115.66%	115.95%
89.05	117.13%	118.28%	119.51%	120.40%	115.09%	115.67%	115.95%
90.21	117.25%	118.39%	119.60%	120.47%	115.14%	115.67%	115.95%
91.36	117.35%	118.50%	119.69%	120.53%	115.17%	115.67%	115.95%
92.52	117.46%	118.59%	119.78%	120.59%	115.21%	115.67%	115.95%


	High		Low		Dividend

2003
Quarter
First	$	43.75	$	30.76	$	0.1600
Second		49.20		35.30		0.1600
Third		57.50		45.84		0.1600
Fourth		60.47		53.85		0.1600
2004
Quarter
First		64.85		56.97		0.1600
Second		60.70		51.35		0.1600
Third		54.32		47.35		0.1600
Fourth		61.16		50.01		0.1600
2005
Quarter
First		61.99		56.01		0.1600
Second		57.50		52.00		0.2000
Third		61.67		54.37		0.2000
Fourth		69.34		58.65		0.2000
2006
Quarter
First		79.32		67.11		0.2500
Second		81.25		64.58		0.2500
Third		79.40		66.69		0.2500
Fourth		93.93		77.90		0.2500
2007
Quarter
First		98.68		76.85		0.3500
Second		95.00		81.18		0.3500
Third		89.23		66.95		0.3500
Fourth		77.75		50.50		0.3500
2008
Quarter
First (through March 13)		59.59		42.58		0.3500

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