-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wb4p7zU2o78LdiZq70RAUYxUHDpD3ZqEmQL8WXAn9shGwbYrjTaC3M3GQBqBCMOu 5uQkMZ1DhjVvtRvk0Ha/lg== 0000950123-06-002925.txt : 20060310 0000950123-06-002925.hdr.sgml : 20060310 20060310120810 ACCESSION NUMBER: 0000950123-06-002925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060306 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 06678219 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 y18504e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2006 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation)
399 Park Avenue, New York, New York 10043 (Address of principal executive offices) (Zip Code)
(212) 559-1000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CITIGROUP INC. Current Report on Form 8-K Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits:
Exhibit No. Description - ----------- ----------- 1.01 Terms Agreement, dated February 23, 2006, among the Company and the underwriters named therein, relating to the offer and sale of the Company's 5.365% Subordinated Notes due March 6, 2036. 4.01 Form of Note for the Company's 5.365% Subordinated Notes due March 6, 2036. 4.02 Amended and Restated Agency Agreement, dated March 6, 2006, between the Company and Citibank, N.A., London office.
2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 6, 2006 CITIGROUP INC. By: /s/ Charles E. Wainhouse ------------------------------------ Charles E. Wainhouse Assistant Treasurer 3 EX-1.01 2 y18504exv1w01.txt TERMS AGREEMENT EXHIBIT 1.01 TERMS AGREEMENT February 23, 2006 Citigroup Inc. 399 Park Avenue New York, New York 10043 Attention: Treasurer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the "Company"), proposes to issue and sell C$400,000,000 aggregate principal amount of its debt securities (the "Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, RBC Dominion Securities Inc., Citigroup Global Markets Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc. and TD Securities Inc., as underwriters (the "Underwriters"), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.500% of the principal amount thereof, plus accrued interest, if any from the date of issuance. The Closing Date shall be March 6, 2006, at 8:30 A.M. New York City Time. The closing shall take place at the Corporate Law offices of the Company located at 425 Park Avenue, New York, New York 10043. The Securities shall have the following terms: Title: ......................... 5.365% Subordinated Notes due 2036 Maturity: ...................... March 6, 2036 Interest Rate: ................. 5.365% per annum Interest Payment Dates: ........ Semi-annually on every March 6 and September 6, commencing September 6, 2006 Initial Price to Public: ....... 100.000% of the principal amount thereof, plus accrued interest, if any, from March 6, 2006 Redemption Provisions: ......... The Securities not redeemable by the Company prior to maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus Supplement, dated February 23, 2006, to the Prospectus, dated September 2, 2004. Record Date: ................... The February 15 or August 15 preceding each Interest Payment Date
1 Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company ("DTC") or its respective nominee, as described in the Prospectus Supplement relating to the Securities. Although the Securities will be held in DTC, the entire issuance will be credited to the account of The Canadian Depository for Securities Limited ("CDS") and only CDS will be able to hold a position through DTC. Investors must hold their positions in the Notes through CDS or Euroclear or Clearstream through their Canadian subcustodians at CDS. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by CDS and its respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus Supplement. Principal and interest on the Securities shall be payable only in Canadian dollars. The relevant provisions of Article Eleven of the Indenture relating to defeasance shall apply to the Securities. All the provisions contained in the document entitled "Primerica Corporation -- Debt Securities -- Underwriting Agreement -- Basic Provisions" and dated January 12, 1993 (the "Basic Provisions"), a copy of which you have previously received, are, except as indicated below, herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. Basic Provisions varied with respect to this Terms Agreement: (a) all references to Primerica Corporation shall refer to Citigroup Inc.; (b) in the second line of Section 2(a), delete "33-55542), including a prospectus" and insert in lieu thereof "333-117615), including a prospectus" and any reference in the Basic Provisions to the "Registration Statement" shall be deemed to be a reference to such registration statement on Form S-3; (c) in Section 2, insert the following: (d) As of 12:00pm (Eastern Time) on February 23, 2006, the prospectus dated September 2, 2004 relating to the Registration Statement, including the documents incorporated by reference therein, considered together with the price to public, underwriting discount and delivery date on the front cover of the Prospectus Supplement and the statements under the heading "Description of Notes" in the Prospectus Supplement (except as to the financial statements or other data of a financial or statistical nature contained therein, as to which no opinion is expressed), did not contain any untrue statement of a material fact or did not omit to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the foregoing documents based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein. (d) in the fourth line of the third paragraph of Section 3, delete the phrase "certified or official bank check or checks in New York Clearing House (next day)" and insert in lieu thereof "wire transfer of federal or other same day"; 2 (e) in the fourteenth line of the third paragraph of Section 3, delete the word "definitive" and insert in lieu thereof "global"; (f) in the fourth line of the fifth paragraph of Section 3, delete the phrase "certified or official bank check in New York Clearing House (next day)" and insert in lieu thereof "wire transfer of federal or other same day"; (g) in Section 4, insert the following: (k) The Company will prepare a final term sheet, containing solely a description of the final terms of the Securities and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule. (l) The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an "issuer free writing prospectus" (as defined in Rule 433 under the Act) or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the final term sheet prepared and filed pursuant to Section 4(k) hereto.; (h) delete the text of Section 5(c) (including subsections (i) through (viii)) and Section 5(d) (including subsections (i) through (iii)) and insert in lieu thereof the following: (c) The Company shall have furnished to you the opinion of counsel of the Company, dated the Closing Date and addressed to the Representatives, to the effect set forth in Annex B hereto. (d) Reserved. (i) in the eighth line of Section 5(f), insert ", any "issuer free writing prospectus" (as defined in Rule 433 under the Act)," between "Prospectus" and "and this Agreement"; (j) in Section 5(f), delete subsection (iii) in its entirety and insert in lieu thereof "Reserved"; (k) in the ninth line of Section 6(a), delete "such registration statement when it became effective, or in the Registration Statement" and insert in lieu thereof "the Registration Statement"; (l) in the eleventh line of Section 6(a), insert "or any "issuer free writing prospectus" (as defined in Rule 433 under the Act) or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(k) hereto" between "Prospectus," and "or any"; (m) in the eighth line of Section 6(b), delete "in any part of such registration statement when it became effective, or in the Registration Statement" and insert in lieu thereof "the Registration Statement"; and (n) in the eleventh line of Section 6(b), insert "or any "issuer free writing prospectus" (as defined in Rule 433 under the Act) or the information contained in the final term sheet 3 required to be prepared and filed pursuant to Section 4(k) hereto" between "Prospectus," and "or any"; and (o) in the sixth line of Section 10, delete "65 East 55th Street, New York, New York 10022" and insert in lieu thereof "399 Park Avenue, New York, New York 10043" The Underwriters hereby agree in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Each Underwriter further agrees and hereby represents that: (a) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to Citigroup; (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; (c) it will not offer or sell any Securities directly or indirectly in Japan or to, or for the benefit of, any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorities in effect at the relevant time. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan; (d) it is aware of the fact that no securities prospectus (Wertpapierprospekt) under the German Securities Prospectus Act (Wertpapierprospektgesetz, the "Prospectus Act") has been or will be published in respect of the Securities in the Federal Republic of Germany and that it will comply with the Prospectus Act and all other laws and regulations applicable in the Federal Republic of Germany governing the issue, offering and sale of the Securities; (e) no Securities have been offered or sold and will be offered or sold, directly or indirectly, to the public in France except to qualified investors (investisseurs qualifies) and/or to a limited circle of investors (cercle restreint d'investisseurs) acting for their own account as defined in article L. 411-2 of the French Code Monetaire et Financier and applicable regulations thereunder; and that the direct or indirect resale to the public in France of any Securities acquired by any qualified investors (investisseurs qualifies) and/or any investors belonging to a limited circle of investors (cercle restreint d'investisseurs) may be made only as provided by articles L. 412-1 and L. 621-8 of the French Code Monetaire et Financier and applicable regulations thereunder; and that none of the Prospectus Supplement, the Prospectus or any other offering materials relating to the Securities has been released, issued or distributed to the public in France except to qualified investors (investisseurs qualifies) and/or to a limited circle of investors (cercle restreint d'investisseurs) mentioned above; and (f) it and each of its affiliates has not offered or sold, and it will not offer or sell, the Securities by means of any document to persons in Hong Kong other than persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or otherwise in circumstances which do not constitute an offer to the public within the meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong), and unless 4 permitted to do so under the securities laws of Hong Kong, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purpose of issue, any advertisement, document or invitation relating to the Securities other than with respect to the Securities to be disposed of to persons outside Hong Kong or only to persons whose business involves the acquisition, disposal or holding of securities, whether as principal or agent; and (g) it has not offered or sold, and will not offer or sell, any Securities, directly or indirectly, in Canada or any province or territory thereof or to, or for the benefit of, any resident of Canada in contravention of the securities laws and regulations of the provinces and territories of Canada and represents that any offer of Securities in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which such offer is made; and that it has not and it will not distribute or deliver the Prospectus Supplement, the Prospectus, the Canadian offering memorandum relating to this offering (the "Canadian Offering Memorandum") or any other offering material relating to the Securities in Canada or to any resident of Canada in contravention of the securities law and regulations of the provinces and territories of Canada. In addition to the legal opinions required by Sections 5(c) and 5(d) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special U.S. tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus Supplement under the heading "United States Federal Income Tax Considerations" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to holders of the Securities. Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is special U.S. tax counsel to the Company. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. Eastern Time on February 23, 2006 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form: 5 "We hereby accept your offer, set forth in the Terms Agreement, dated February 23, 2006, to purchase the Securities on the terms set forth therein." Very truly yours, RBC Dominion Securities Inc., on behalf of the Underwriters named herein By: /s/ Chris Seip ------------------------------------ Name: Chris Seip ---------------------------------- Title: Managing Director --------------------------------- ACCEPTED: CITIGROUP INC. By: /s/ Charles E. Wainhouse --------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer 6 ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES - ------------------- ------------------------------ RBC Dominion Securities Inc. C$290,000,000 Citigroup Global Markets Inc. 50,000,000 BMO Nesbitt Burns Inc. 20,000,000 Merrill Lynch Canada Inc. 20,000,000 TD Securities Inc. 20,000,000 ------------- TOTAL C$400,000,000 =============
7 ANNEX B Form of Company Opinion to the Underwriters (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure to so qualify would have a material adverse effect on the Company; (iii) the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the Securities have been validly authorized and, when duly executed by the proper officers of the Company, duly authenticated by the Trustee and delivered as contemplated by the Underwriting Agreement and by the Indenture, will be validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law) and conform in all material respects to the description thereof in the Prospectus and any "issuer free writing prospectus" (as defined in Rule 433 under the Act); (v) the Indenture conforms in all material respects to the description thereof in the Prospectus; (vi) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; (vii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by the Underwriting Agreement or in the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the securities or blue sky laws of any jurisdiction in connection with the sale of the Securities; (viii) the execution, delivery and performance of the Indenture and the Underwriting Agreement and the issuance and sale of the Securities in 8 compliance with the terms and provisions thereof, will not result in a breach of any of the terms and provisions of, or constitute a default under, any of the agreements or instruments of the Company filed by the Company with the Securities and Exchange Commission as exhibits to the Registration Statement and to its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2005, (ii) Current Reports on Form 8-K filed from January 13, 2006 to the Closing Date; (iiii) the registration statement on Form S-3 (Registration No. 333-122925); (iv) registration statement on Form S-3 (Registration No. 333-126744); and (v) registration statement on Form S-3 (Registration No. 333-106510), or result in a violation of the charter or By-Laws of the Company or any of its material subsidiaries or any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any of its material subsidiaries or any of their properties; provided, however, that no opinion is expressed in this paragraph with respect to (i) the rights to indemnity and contribution contained in the Underwriting Agreement, which may be limited by federal or state securities laws or the public policy underlying such laws; or (ii) any state securities or blue sky laws; (ix) such counsel has no reason to believe that as of 12:00pm (Eastern Time) on the date of the Terms Agreement, February 23, 2006, the prospectus dated September 2, 2004 relating to the Registration Statement, including the documents incorporated by reference therein, considered together with the price to public, underwriting discount and delivery date on the front cover of the Prospectus Supplement and the statements under the heading "Description of Notes" in the Prospectus Supplement (except as to the financial statements or other data of a financial or statistical nature contained therein, as to which no opinion is expressed), contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading; and (x) the Registration Statement was declared effective under the Act, and, to the knowledge of such counsel, no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or are pending or have been communicated by the Commission to the Company as being contemplated by it under the Act. The Registration Statement, as of its effective date, and the prospectus filed as part of the Registration Statement and the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date hereof, comply as to form in all material respects with the requirements of the Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations thereunder (except as to the financial statements or other data of a financial or statistical nature or the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of the Trustee, as to which no opinion is expressed); and such counsel has no reason to believe that the Registration Statement, as of its most recent effective date determined pursuant to Rule 430B(f)(2), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus Supplement, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements 9 therein, in light of the circumstances under which they were made, not misleading (except as to the financial statements or other data of a financial or statistical nature, as to which no opinion need be expressed). The descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. In rendering such opinion, such counsel may rely (i) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (ii) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. 10 EX-4.01 3 y18504exv4w01.txt FORM OF NOTE FOR THE COMPANY'S SUBORDINATED NOTES DUE 3/6/2036 EXHIBIT 4.01 This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Subordinated Note (other than a transfer of this Subordinated Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein. Unless this certificate is presented by an authorized representative of The Canadian Depository for Securities Limited ("CDS") to Citigroup Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has an interest herein. This certificate is issued pursuant to a Master Letter of Representations of Citigroup Inc. to CDS, as such letter may be replaced or amended from time to time. THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS BUT ARE UNSECURED OBLIGATIONS OF CITIGROUP INC. THE SUBORDINATED NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER FEDERAL AGENCY OR INSTRUMENTALITY. CITIGROUP INC. 5.365% SUBORDINATED NOTES DUE MARCH 6, 2036 REGISTERED REGISTERED CUSIP: 172967 DJ 7 ISIN: CA172967 DJ 71 Common Code: 024617351 No. R-0001 C$______________ CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to CDS & Co., or registered assigns, the principal sum of C$_________ on March 6, 2036, and until the principal hereof is paid or made available for payment to pay interest thereon from and including March 6, 2006 or from the most recent Interest Payment Date (as defined herein) to which interest has been paid or duly provided for, to but excluding March 6, 2036, semi-annually in equal installments on the sixth day of March and September of each year, commencing September 6, 2006, at a fixed rate of 5.365% per annum (each such semi-annual payment date, an "Interest Payment Date"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid pursuant to the instructions of the Person in whose name this Subordinated Note is registered at the close of business on the Record Date for such interest, which shall be the February 15 and August 15 (whether or not a Business Day) next preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid pursuant to the instructions of the Person in whose name this Subordinated Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Subordinated Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be payable semi-annually in equal installments and, in the case of any period other than a full semi-annual period, interest hereon will be calculated on the basis of the actual number of days elapsed and a year of 365 days or (in the case of a leap year) 366 days. All Canadian dollar amounts resulting from the calculations described in the preceding sentence will be rounded to the nearest cent. If either an Interest Payment Date or a redemption date falls on a day that is not a Toronto Business Day, the payment due on such date will be postponed to the next succeeding Toronto Business Day, and no further interest will accrue in respect of such postponement. "Toronto Business Day" means any day which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign currency deposits and foreign exchange) in Toronto. If a date for payment of interest or principal on the Subordinated Note falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date such payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such interest or principal. The Notes will be represented by beneficial interests in fully registered permanent global notes (the "Global Notes") without interest coupons attached, which will be deposited with and registered in the name of CDS & Co., as custodian and nominee for The Canadian Depository for Securities Limited ("CDS"). Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. Clearstream International ("Clearstream") and the Euroclear System ("Euroclear") will hold interests on behalf of their participants through customers' securities accounts in their respective names on the books of their respective Canadian subcustodians, each of which is a Canadian Schedule I chartered bank ("Canadian subcustodians"), which in turn will hold such interests in customers' securities accounts in the names of the Canadian subcustodians on the books of CDS. All payments of principal and interest on the Notes will be made in Canadian dollars. Payments on the Global Notes will be made on behalf of the Company by the fiscal agent pursuant to the instructions of the Person in whose name this Subordinated Note is registered at the close of business on the relevant Record Date. All payments made by the fiscal agent on the Company's behalf shall discharge the liability of the Company under the Notes to the extent of the sums so paid. Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee or by the Fiscal Agent on behalf of the Trustee by manual signature, this Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: March 6, 2006 CITIGROUP INC. By: ------------------------------------ Title: Assistant Treasurer ATTEST: By: --------------------------------- Assistant Secretary This is one of the Subordinated Notes of the series issued under the within-mentioned Indenture. Dated: March 6, 2006 J.P. MORGAN TRUST COMPANY, N.A., as Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- -or- CITIBANK, N.A., as Authenticating Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- This Subordinated Note is one of a duly authorized issue of Securities of the Company (the "Subordinated Notes"), issued and to be issued in one or more series under the Indenture, dated as of April 12, 2001, as supplemented August 2, 2004 (the "Indenture"), between the Company and J.P. Morgan Trust Company, N.A. (successor-in-interest to Bank One Trust Company, N.A.), as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. This Subordinated Note is one of the series designated on the face hereof, initially issued in the aggregate principal amount of C$_________________. The Company covenants and agrees that the indebtedness evidenced by the Subordinated Notes is subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) to the extent provided in the Indenture, and each holder of Subordinated Notes, by his or her acceptance thereof, likewise covenants and agrees to the subordination provided in the Indenture (including Article Fourteen thereof) and shall be bound by the provisions thereof. In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable after any applicable grace period, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest on the indebtedness evidenced by the Subordinated Notes, or in respect of any redemption, retirement or other acquisition of any of the Subordinated Notes, except that holders of Subordinated Notes may receive and retain (x) securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Subordinated Notes, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (y) payments made from a defeasance trust created pursuant to Article Eleven of the Indenture. In the event of: (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any proceeding for liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors, or (iv) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Subordinated Notes on account thereof (except as provided in the next sentence). Any payment or distribution, whether in cash, securities or other property (other than (x) securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Subordinated Notes, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (y) payments made from a defeasance trust created pursuant to Article Eleven of the Indenture), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Subordinated Notes shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. If an event of default (as defined in the Indenture) with respect to Subordinated Notes of this series shall occur and be continuing, the principal of the Subordinated Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note upon compliance by the Company with certain conditions set forth in Article Eleven thereof, which provisions apply to this Subordinated Note. The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than a majority of the principal amount of Securities at the time Outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification shall, without the consent of the holder of each Outstanding Security so affected, (x) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium thereon, or change any place of payment where, or the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption on or after the Redemption Date) or modify the provisions of the Indenture with respect to the subordination of the Securities in a manner adverse to the Securityholders or (y) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of the holders of which is required for any supplemental indenture, or the consent of whose holders is required for any waiver provided for in the Indenture, or (z) modify certain other provisions of the Indenture, as set forth in Section 13.02 of the Indenture. No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Subordinated Note at the times, place and rate, and in the coin or currency, herein prescribed. This Subordinated Note is a Global Security registered in the name of a nominee of the Depository. This Subordinated Note is exchangeable for Subordinated Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Subordinated Notes in certificated form, this Subordinated Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. If CDS notifies the Company that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a recognized clearing agency under the Securities Act (Ontario) or other applicable Canadian securities legislation, and a successor depositary is not appointed by the Company within 90 days after receiving such notice or becoming aware that CDS is no longer so recognized, or if both Clearstream and Euroclear notify the company that they are unwilling or unable to continue as a clearing system in connection with the Notes, or if the Company in its sole discretion decides to allow some or all of the Notes to be exchangeable for definitive securities in registered form, then the beneficial owners of Notes affected by such events will be notified through the relevant chain of intermediaries that definitive notes are available. Beneficial owners of affected book-entry notes will then be entitled (1) to receive physical delivery in certificated form of definitive notes equal in principal amount to their beneficial interest and (2) to have the definitive notes registered in their names. The definitive notes will be issued in denominations of C$100,000 and integral multiples of C$1,000 in excess thereof. Definitive notes will be registered in the name or names of the person or persons CDS, Euroclear and Clearstream specify in a written instruction to the registrar. CDS or Euroclear and Clearstream may base their written instruction upon directions they receive from their participants. Thereafter, the holders of the definitive notes will be recognized as the "holders" of the notes under the Indenture. In the event definitive notes are issued, the holders of definitive notes will be able to receive payments of principal and interest on their notes at the office of the Company's paying agents maintained in Toronto and in London. Payment of principal of a definitive note may be made only against surrender of the note to one of the Company's paying agents. The Company also has the option of mailing checks to the registered holders of the notes. In the event definitive notes are issued, the holders of definitive notes will be able to transfer their notes, in whole or in part, by surrendering the notes for registration of transfer at the office of Citibank Canada, Toronto office, or Citibank, N.A., London office, duly endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar. Upon surrender, the Company will execute, and the authenticating agent will authenticate and deliver, new notes to the designated transferee in the amount being transferred, and a new note for any amount not being transferred will be issued to the transferor. Such new notes will be delivered free of charge at the offices of Citibank, N.A. in London or Citibank Canada in Toronto, as requested by the owner of such new notes. The Company will not charge any fee for the registration of transfer or exchange, except that it may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer. Prior to due presentment of this Subordinated Note for registration of transfer, the Company, the Fiscal Agent and any agent of the Company or the Fiscal Agent may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note be overdue, and neither the Company, the Fiscal Agent nor any such agent shall be affected by notice to the contrary. The Company will pay additional amounts ("Additional Amounts") to the beneficial owner of any Subordinated Note that is a non-United States person in order to ensure that every net payment on such Subordinated Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a "net payment" on a Subordinated Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Subordinated Note. The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below. (1) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) having a relationship with the United States as a citizen, resident or otherwise; (b) having had such a relationship in the past or (c) being considered as having had such a relationship. (2) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past or (c) having or having had a permanent establishment in the United States. (3) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being or having been any of the following (as these terms are defined in the Internal Revenue Code of 1986, as amended): (a) personal holding company; (b) foreign personal holding company; (c) foreign private foundation or other foreign tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in a Subordinated Note as an extension of credit in the ordinary course of its trade or business. For purposes of items (1) through (4) above, "beneficial owner" means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (5) Additional Amounts will not be payable to any beneficial owner of a Subordinated Note that is a: (a) fiduciary; (b) partnership; (c) limited liability company or (d) other fiscally transparent entity or that is not the sole beneficial owner of the Subordinated Note, or any portion of the Subordinated Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. (6) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge. (7) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Subordinated Note by the Company or a paying agent. (8) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (9) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Subordinated Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later. (10) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any: (a) estate tax; (b) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax or (i) any similar tax, assessment, withholding, deduction or other governmental charge. (11) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Subordinated Note if such payment can be made without such withholding by any other paying agent. (12) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive. (13) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any combination of items (1) through (12) above. Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government. As used in this Subordinated Note, "United States person" means: (a) any individual who is a citizen or resident of the United States; (b) any corporation, partnership or other entity treated as a corporation or a partnership created or organized in or under the laws of the United States or any political subdivision thereof; (c) any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and (d) any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust. Additionally, "non-United States person" means a person who is not a United States person, and "United States" means the United States of America, including the states of the United States of America and the District of Columbia, but excluding its territories and possessions. Except as provided below, the Subordinated Notes may not be redeemed prior to maturity. (1) The Company may, at its option, redeem the Subordinated Notes if: (a) the Company becomes or will become obligated to pay Additional Amounts as described above; (b) the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after February 23, 2006 and (c) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Subordinated Notes or taking any action that would entail a material cost to the Company. (2) The Company may also redeem the Subordinated Notes, at its option, if: (a) any act is taken by a taxing authority of the United States on or after February 23, 2006, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described above; (b) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Subordinated Notes or taking any action that would entail a material cost to the Company and (c) the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Subordinated Notes pursuant to their terms. Any redemption of the Subordinated Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Subordinated Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days' prior notice by the Trustee of the date fixed for such redemption. All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Subordinated Notes are governed by the laws of the State of New York. EX-4.02 4 y18504exv4w02.txt AGENCY AGREEMENT EXHIBIT 4.02 CITIGROUP INC. And CITIBANK, N.A., As Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent - -------------------------------------------------------------------------------- AMENDED AND RESTATED AGENCY AGREEMENT C$400,000,000 5.365% Subordinated Notes due 2036 Dated as of March 6, 2006 ------------------------- - -------------------------------------------------------------------------------- 2 THIS AMENDED AND RESTATED AGREEMENT is made in London as of March 6, 2006, BY (1) CITIGROUP INC. (the "Issuer"). (2) CITIBANK, N.A. ("Citibank, N.A."), which shall act as fiscal agent, registrar, calculation agent and principal paying agent (hereinafter referred to in such respective capacities as "Fiscal Agent", "Registrar", "Calculation Agent" or as "Principal Paying Agent", which expressions shall include any successor or successors thereto). WHEREAS pursuant to the Terms Agreement dated February 23, 2006 (the "Underwriting Agreement") between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its C$400,000,000 5.365% Subordinated Notes due March 2036 (the "Notes"); WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto; and WHEREAS the Issuer wishes to deposit the global notes representing the Notes with The Canadian Depository for Securities Limited ("CDS") or a nominee therefore. IT IS HEREBY AGREED as follows: 1. DEFINITIONS, INTERPRETATION --------------------------- The following terms shall, unless the context otherwise requires, have the respective meanings indicated below: "Agent(s)" means any of the Fiscal Agent, the Registrar, the Calculation Agent and the Principal Paying Agent. "Conditions" means the terms and conditions of the Notes, as contained in the Global Notes, in the Prospectus Supplement dated February 23, 2006 and the Indenture. "Global Notes" means the Global Notes in the form of Schedule 1 attached hereto. "Indenture" means the Indenture dated as of April 12, 2001, as amended and supplemented to date, between the Issuer and J.P. Morgan Trust Company, N.A. (the "Trustee"). Terms not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions. 2. APPOINTMENTS ------------ 2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent in respect of the Notes and Global Notes. 2.2 Citibank, N.A. hereby accepts such appointments and the resulting obligations, and agrees to act in such capacities, on the terms and conditions set out in this Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to effect any publication of notices pursuant to the Conditions. 3. THE NOTES --------- 3.1 The Notes shall be represented by permanent Global Notes without interest coupons as specified in the Conditions. The Global Notes shall be substantially in the form attached hereto as Schedule 1, with such changes as may be agreed between the Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon, each Global Note. In the event that individual definitive Notes are issued, the parties shall enter into a supplement to this Agreement to provide for the matters set forth herein with regard to such definitive Notes. 3 3.2 Each Global Note shall be signed manually by a duly authorized officer of the Issuer and dated the Issue Date. Each Global Note shall be authenticated manually by Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered to CDS. 4. PAYING AGENCY ------------- 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the "Redemption Account") on the Business Day such payment is due as set forth in the Notes and Conditions. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. If applicable, the Fiscal Agent will, from funds so received from the Issuer, credit to the account of the Paying Agent the amounts of all such payments made by it in accordance with the provisions of this Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. The Fiscal Agent, in coordination with CDS, shall procure tax forms required for exemption from withholding tax under the U.S. Internal Revenue Code. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall forthwith notify immediately the Issuer by telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent's cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge in accordance with instructions from the registered holder of the Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. 5. DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES --------------------------------------------------- 5.1 On behalf and at the request and expense of the Issuer, the Fiscal Agent shall cause to be published any notices required to be given by the Issuer in accordance with the Conditions. 5.2 The Issuer shall provide to the Fiscal Agent sufficient copies of all documents required by the Conditions to be available for issue or inspection, and the Fiscal Agent shall make such copies available to Noteholders upon their request. 4 5.3 To the extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior to publication) of all notices to be issued in connection with the Notes. 6. CANCELLATION OF THE GLOBAL NOTES -------------------------------- 6.1 Subject to the terms of the Indenture, promptly upon the Issuer's request, the Registrar shall take all measures necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated pursuant to the Conditions. The Registrar shall cause any such Notes to be cancelled in accordance with the procedures established for that purpose by CDS, resulting in a reduction in the aggregate amount of the Notes represented by the Global Note by the aggregate amount of the Notes so cancelled. 6.2 On the same day such cancellation is effected, the Registrar shall record such cancellation of Notes on the Register in such a way that the aggregate principal amount of Notes cancelled at any time together with the aggregate principal amount of Notes outstanding and represented by the Global Notes shall equal the aggregate principal amount of Notes originally issued by the Issuer. 6.3 The Registrar shall upon request furnish the Issuer with a notice of cancellation signed by an authorized officer of the Registrar confirming the cancellation of such Notes and the corresponding reduction of the relevant Global Note(s). 7. DUTIES OF THE REGISTRAR ----------------------- 7.1 The Registrar shall maintain the Register in London in accordance with the Conditions. The Register shall show the aggregate amount of Notes represented by the Global Note at the date of issue and all subsequent transfers and exchanges involving a change in such amounts and the names and addresses of the registered holders (each a "Payee"). On the first Business Day after the Record Date for any interest payment on the Notes, the Registrar shall send payment details in respect of the Payees and the Canadian dollar accounts to which transfers should be made to the Fiscal Agent. 7.2 Transfers or exchanges of Notes will be made in accordance with the Conditions, the procedures established for this purpose between CDS and the Registrar, and CDS's regulations applicable to such transfers or exchanges. 7.3 The Registrar shall at all reasonable times during office hours make the Register available to the Issuer and the Fiscal Agent or any person authorised by either of them for inspection and for the taking of copies thereof or extracts therefrom, and the Registrar shall deliver to such persons such information contained in the Register or relating to the Notes as they may reasonably request. 8. DUTIES OF THE TRANSFER AGENT ---------------------------- If and to the extent so specified by the Conditions and in accordance therewith, or if otherwise requested by the Issuer, the Transfer Agent shall make available all relevant forms of transfer, inform the Registrar of the name and address of the relevant person to be inserted in the Register and carry out such other acts as may be necessary to give effect to the Conditions and this Agreement. 9. PAYMENTS TO NOTEHOLDERS ----------------------- 9.1 All amounts of principal and interest due in respect of the Notes which are represented by the Global Note (each a "CDS Amount") shall be paid in Canadian dollars (each a "CAD Payment"), so long as the entire principal amount of the Notes is held in or through CDS. 9.2 The Principal Paying Agent shall, from each CDS Amount received by it, make CAD Payments in accordance with the Conditions. 5 10. CONDITIONS OF APPOINTMENT ------------------------- 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer. 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent. 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 10.4 The indemnities above shall survive the termination or expiry of this Agreement. 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11. DUTIES AS CALCULATION AGENT --------------------------- The Calculation Agent shall, during the floating rate period (as defined in the Conditions) for the Notes, obtain such quotes and rates relating to CDOR and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and shall maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such records available for inspection at all reasonable times by the Issuer and the Principal Paying Agent. 6 12. CHANGE IN AGENTS ---------------- 12.1 Each of the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days' written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Each of the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent may at any time resign by giving at least 30 days' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any due date for payment of any Notes or before a new Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent, as the case may be, shall have been appointed by the Issuer as hereinafter provided, and such new Agent shall have accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agent(s). 12.2 The Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before the expiry of any notice under Clause 12.1 above, the Issuer has not appointed a replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 12.3 Upon the effectiveness of the appointment of any successor Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent, as the case may be, pursuant to Clause 12.1, the Fiscal Agent, Registrar and Principal Paying Agent so removed shall cease to be a Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent, as the case may be, hereunder. Prior to the effectiveness of such appointment, the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent shall hold all moneys deposited with it or held by it hereunder in respect of the Notes to the order of the respective successor Fiscal Agent, Registrar and Principal Paying Agent. 13. NOTICES ------- Notices shall be in writing (including by facsimile) and addressed to the relevant party hereto as follows: (a) If to the Issuer: Citigroup Inc. 153 East 53rd Street New York, New York 10043 Attention: Treasury Department Telephone: 212-559-3553 Telefax: 212-793-5629 (b) If to the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent: Citibank, N.A. Citigroup Centre Canada Square Canary Wharf London E14 5LB Attn: Agency & Trust, Bond Desk Telefax: 44-020-7508-3878 or at any other address of which any of the foregoing shall have notified the others, and shall be deemed to have been given when received by the relevant party. 7 14. APPLICABLE LAW, PLACE OF JURISDICTION ------------------------------------- 14.1 This Agreement shall be subject to New York law. 14.2 The non-exclusive place for all proceedings arising out of this agreement shall be New York. 15. MISCELLANEOUS ------------- 15.1 The Fiscal Agent agrees to perform its obligations hereunder through its London Branch to the extent that this is necessary or appropriate in order to make payments to CDS or CDS Participants in accordance with the Conditions. 15.2 The Fiscal Agent shall promptly advise the Issuer of any notice, including any notice declaring Notes due, which it may receive pursuant to the Conditions. 15.3 Should any of the provisions of this Agreement be or become invalid, in whole or in part, the other provisions of this Agreement shall remain in force. Invalid provisions shall, according to the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as close as legally possible to that of the invalid provisions. 15.4 This Agreement may be signed in two or more counterparts. 15.5 Terms not defined in this Agreement shall have the meanings ascribed to them in the Underwriting Agreement or the Conditions, as the case may be. 15.6 If there is any conflict between the terms of this Agreement and the terms of the Indenture, the terms of the Indenture shall control. 15.7 The provisions of the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), shall be incorporated by reference herein to the extent applicable. Each of the Agents agrees to abide by the Trust Indenture Act, to the extent applicable in the performance of their respective duties hereunder. If there is any conflict between the terms of this Agreement and the Trust Indenture Act, the provisions of the Trust Indenture Act shall govern to the extent of such conflict. [remainder of page intentionally left blank] 8 This Agreement has been entered into effective the date stated at the beginning hereof. CITIGROUP INC. /s/ Charles E. Wainhouse - ------------------------------------------------- Charles E. Wainhouse, Assistant Treasurer CITIBANK, N.A. /s/ Jillian Hamblin - ------------------------------------------------- Jillian Hamblin, Vice President, Agency and Trust -----END PRIVACY-ENHANCED MESSAGE-----