-----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, KtAwrh/ysMUB6TonrhY632rL1cNGD3frEoDcvt8SQ8Kwm1LV5IR47LSWavfuMXxE n+NR3+LWtIUkvcb4jVM2Bw== 0001144204-07-068767.txt : 20071221 0001144204-07-068767.hdr.sgml : 20071221 20071221120745 ACCESSION NUMBER: 0001144204-07-068767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071221 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 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: 071321669 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 v097813_8k.htm
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)  
December 21, 2007
 
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 December 4, 2007, among the Company and the underwriters named therein, relating to the offer and sale of the Company's Floating Rate Notes due December 21, 2012.
     
 
4.01
Form of DTC Note for the Company's Floating Rate Notes due December 21, 2012.
     
 
4.02
Form of International Note for the Company's Floating Rate Notes due December 21, 2012.
     
 
4.03
Agency Agreement, dated December 21, 2007, between the Company, Citibank, N.A., London office and Dexia Banque Internationale à Luxembourg, Société Anonyme.

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: December 21, 2007   CITIGROUP INC.
 
 
 
 
 
 
  By:   /s/ Charles E. Wainhouse
 
Charles E. Wainhouse
  Assistant Treasurer
 
3

 
EX-1.01 2 v097813_ex1-01.htm
 
TERMS AGREEMENT
 
December 4, 2007

Citigroup Inc.
399 Park Avenue
New York, New York 10043

Attention:      Assistant Treasurer

Ladies and Gentlemen:
 
We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell ¥100,000,000,000 aggregate principal amount of its debt securities (the “Securities”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Limited, as underwriter (the “Underwriter”), offers to purchase the full principal amount of the Securities at 99.700% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be December 21, 2007, at 8:30 A.M. 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:
Senior Floating Rate Notes Due 2012
   
Maturity:
December 21, 2012
   
Interest Rate:
Three-month Yen LIBOR (Reuters) plus 0.90% determined as set forth in the Prospectus dated March 2, 2006 and the Prospectus Supplement dated December 21, 2007
   
Interest Payment Dates:
Quarterly on the 21st day of each March, June, September and December, commencing March 21, 2008
   
Initial Price to Public:
100.000% of the principal amount thereof, plus accrued interest, if any, from December 21, 2007.
   
Redemption Provisions:
The Securities are 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 dated March 2, 2006
 
 
 

 
 
Record Date:
The business day immediately preceding each Interest Payment Date
 
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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sold outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Japanese Yen; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC notes elects to receive payment in Yen. 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 “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are 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.
 
The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding, provided, however that:
 
(a) if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in listing requirements occurring after the date of the Prospectus Supplement, or

(b) if the Transparency Directive (as defined in the Prospectus Supplement) is implemented in Luxembourg in a manner that would require the Company to publish financial information according to accounting principles or standards that are materially different from United States generally accepted accounting principles,

the Company may de-list the Securities from the Luxembourg Stock Exchange and shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the Company’s opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.
 
 
2

 
 
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.
 
Selling Restrictions:
 
European Economic Area
 
Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
 
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
 
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
 
(c) by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets Limited for any such offer; or
 
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall result in a requirement for the publication by the issuer or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
 
For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
 
This EEA selling restriction is in addition to any other selling restrictions set out below.
 
United Kingdom
 
Each Underwriter:
 
(a) has only communicated or caused to be communicated and 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 Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
 
 
3

 
 
(b) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
 
France
 
No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.
 
Italy
 
Each Underwriter has not and will not publish a prospectus in Italy in connection with the offering of the Securities. Such offering has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Societ`a e la Borsa, the “CONSOB”) pursuant to Italian securities legislation and, accordingly, the Securities may not and will not be offered, sold or delivered, nor may or will copies of the prospectus or any other documents relating to the Securities be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended, (the “Regulation No. 11522”), or (ii) in other circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Italian Finance Law”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
 
Any offer, sale or delivery of the Securities or distribution of copies of the Prospectus Supplement, accompanying Prospectus or any other document relating to the Securities in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Finance Law, Legislative Decree No. 385 of September 1, 1993, as amended (the “Italian Banking Law”), Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.
 
 
4

 
 
Any investor purchasing the Securities in the offering is solely responsible for ensuring that any offer or resale of the Securities it purchased in the offering occurs in compliance with applicable Italian laws and regulations.
 
The Prospectus Supplement, accompanying Prospectus and the information contained therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of the Italian Finance Law and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, is not to be distributed, for any reason, to any third party resident or located in Italy. No person resident or located in Italy other than the original recipients of this document may rely on it or its content.
 
Italy has only partially implemented the Prospectus Directive and the provisions under the heading “European Economic Area” above shall apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented in Italy.
 
Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive in Italy, such requirements shall be replaced by the applicable requirements under the relevant implementing measures of the Prospectus Directive in Italy.
 
Hong Kong
 
Each Underwriter:
 
(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
 
(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
 
Japan
 
The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Underwriters will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and (ii) in compliance with the other relevant laws and regulations of Japan.
 
 
5

 
 
Singapore
 
The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
 
Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:
 
(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
 
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section 275 of the SFA except:
 
 
(1)
to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA;
 
 
(2)
where no consideration is given for the transfer; or
 
 
(3)
by operation of law.
 
In addition to the legal opinions required by Sections 6(b) and 6(c) 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 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, to the extent applicable, 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.
 
 
6

 
 
Please accept this offer no later than 9:00 p.m. (Eastern Time) on December 4, 2007 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:

 
 
7

 

“We hereby accept your offer, set forth in the Terms Agreement, dated December 4, 2007, to purchase the Securities on the terms set forth therein.”
 
     
  Very truly yours,
   
  CITIGROUP GLOBAL MARKETS LIMITED,
  on behalf of the Underwriters named herein
 
 
 
 
 
 
  By:  
/s/ Tom Pauk
 
Name: Tom Pauk
  Title: Duly Authorised Attorney

ACCEPTED:      
       
CITIGROUP INC.
     
       
By:       /s/Charles E. Wainhouse      

Name: Charles E. Wainhouse
   
Title: Assistant Treasurer
     
 
 
8

 
 
EX-4.01 3 v097813_ex4-01.htm
 
This 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 Note is not exchangeable for 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 Note (other than a transfer of this 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 Depository Trust Company, a New York corporation (the "Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
 
CITIGROUP INC.
Floating Rate Notes due December 21, 2012

REGISTERED
REGISTERED

CUSIP: 172967 EN7
ISIN: US172967EN72
 
No. R-0001-DTC-A
¥0

CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ¥0 (or such other principal sum as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on December 21, 2012 and to pay interest thereon from and including December 21, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 21, June 21, September 21 and December 21 of each year, commencing March 25, 2008, at the rate per annum for each Interest Period of three-month Yen LIBOR, determined as provided herein, plus 0.90% until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such 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 to the Person in whose name this 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 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 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 hereon will be calculated on the basis of the actual number of days elapsed in an Interest Period and a 360-day year. All Yen amounts resulting from such calculation will be rounded to the nearest Yen, with five-tenths or more of ¥1 being rounded upward to the nearest ¥1 per Note. An "Interest Period" shall be the period from and including an Interest Payment Date (or from December 21, 2007 in the case of the first Interest Payment Date) to and including the day immediately preceding the next Interest Payment Date.

If either a date for payment of principal or interest on the Notes or the Maturity of the Notes falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal or interest on the Notes or the Maturity of the Notes. For these purposes, "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 exchange and foreign currency deposits) in (a) the relevant place of payment and (b) each of The City of New York, Tokyo and London.

Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in London or The City of New York in Japanese Yen, provided that holders of interests in this Note through The Depository Trust Company will receive payment in United States dollars unless they make an election to receive payment in Japanese Yen in accordance with the procedures of The Depository Trust Company and the Fiscal Agency Agreement dated as of December 21, 2007 (the "Fiscal Agency Agreement"), in which case the exchange agent under the Fiscal Agency Agreement will convert the Japanese Yen paid by the Company into U.S. dollars in accordance with the Fiscal Agency Agreement.

Reference is hereby made to the further provisions of this 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 an authenticating agent on behalf of the Trustee referred to on the reverse hereof by manual signature, this 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: December 21, 2007    
     
  CITIGROUP INC.
 
 
 
 
 
 
  By:    
 

Title: Controller and Chief Accounting Officer 

ATTEST:      
       
By:      

Assistant Secretary
   

 


This is one of the Notes of the series issued under the within-mentioned Indenture.
 
Dated: December 21, 2007    
     
 
THE BANK OF NEW YORK,
as Trustee
 
 
 
 
 
 
  By:    
   
Name:
    Title:
     
  -or-
     
  CITIBANK, N.A., LONDON OFFICE,
  as Authenticating Agent
     
  By:    
   
Name:
    Title:





This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the "Indenture"), between the Company and The Bank of New York, 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially issued in the aggregate principal amount of ¥100,000,000,000.

This Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., acting as Calculation Agent. The interest rate on this Note for a particular Interest Period will be a per annum rate equal to three-month Yen LIBOR as determined on the related Interest Determination Date, plus 0.90%. The Interest Determination Date for an Interest Period will be the second London business day preceding such Interest Period. The Interest Determination Date for the first Interest Period was December 19, 2007. Promptly upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

On any Interest Determination Date, Yen LIBOR will be equal to the offered rate for deposits in Yen having an index maturity of three months for the next Interest Period, in amounts of at least Yen 1,000,000,000, as such rate appears on Reuters LIBOR01 Page at approximately 11:00 a.m., London time, on such Interest Determination Date. If the Reuters LIBOR01 Page is replaced by another service or ceases to exist, the Calculation Agent will use the replacing service or such other service that may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for Yen deposits.

If no offered rate appears on Reuters LIBOR01 Page on an Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits in Yen in amounts of at least Yen 1,000,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Yen LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Calculation Agent (after consultation with the Company) will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the Interest Determination Date for loans in Yen to leading European banks having an index maturity of three months for the applicable Interest Period in an amount of at least Yen 1,000,000,000 that is representative of single transactions at that time. If three quotations are provided, Yen LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of Yen LIBOR for the next Interest Period will be set equal to the rate of Yen LIBOR for the current Interest Period.
 


 
So long as the Notes of this series are in the form of Global Securities only, all Notes of this series will collectively be evidenced (a) by this Global Note (the "DTC Global Note") and (b) by the Global Security of this series registered in the name of Citivic Nominees Limited (the "International Global Note"). The DTC Global Note and the International Global Note will at all times collectively represent the aggregate principal amount of this series outstanding from time to time. If at any time a portion of the International Global Note is exchanged for an interest in the DTC Global Note, the principal amount of the DTC Global Note shall be increased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the limitation that in no event may the principal amount of the DTC Global Note be greater than the equivalent in U.S. dollars of $500,000,000. If at any time a portion of the DTC Global Note is exchanged for an interest in the International Global Note, the principal amount of the DTC Global Note shall be decreased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease. To ascertain the U.S. dollar equivalent of the principal amount endorsed on the Schedule of Exchanges of Interests attached to the DTC Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange agent (and the date of such quote) shall be noted on such Schedule of Exchanges of Interests next to the corresponding Yen amount.

The Luxembourg Stock Exchange shall be notified of the interest rate, the amount of the interest payment and the Interest Payment Date for a particular Interest Period not later than the first day of such Interest Period. Upon request from any Noteholder, the Calculation Agent will provide the interest rate in effect on this Note for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.

If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the 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 Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.

The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the 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 66 2/3% in aggregate 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 will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then Outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.
 


 
No reference herein to the Indenture and no provision of this 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 Note at the times, place and rate, and in the coin or currency, herein prescribed.

This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for 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 Notes in certificated form, this 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.

The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of ¥100,000 and integral multiples thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the DTC Global Note or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System and Clearstream Banking, société anonyme, notify the Company that they are unwilling or unable to continue as a clearing system for the International Global Note or (iv) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on the definitive Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.
 


 
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee 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 Note that is a non-United States person in order to ensure that every net payment on such 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 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 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 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 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 Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such 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 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 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 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 Note, or any portion of the 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 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 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 Note by the Company or a paying agent.

 
(8)
Additional Amounts will not be payable if a payment on a 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 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 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 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 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 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 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 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 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 created or organized in or under the laws of the United States;
 
(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 states of the United States of America and the District of Columbia, but excluding its territories and its possessions.

Except as provided below, the Notes may not be redeemed prior to maturity.
(1) The Company may, at its option, redeem the 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 December 4, 2007 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 Notes or taking any action that would entail a material cost to the Company.

 
(2)
The Company may also redeem the Notes, at its option, if:
   
(a)
any act is taken by a taxing authority of the United States on or after December 4, 2007, 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 under 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 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 under 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 Notes pursuant to their terms.

Any redemption of the 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 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 Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.




SCHEDULE OF EXCHANGES OF INTERESTS

The following exchanges of a part of this Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Note, have been made:
 
Date of
Exchange
Amount of decrease
in Principal Amount
of this Note
Amount of increase
in Principal Amount
of this Note
Principal Amount of
this Note following
such decrease (or
increase)
Signature of
Authorized
Officer of
Trustee or
Fiscal Agent
     
December 21, 2007 (original issuance)
¥0
 
     
     
     
     
     
     
     
     
     
     
     
     
     
 
*
This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note, and, if so used, shall be deemed a part thereof for all purposes.
 

 
EX-4.02 4 v097813_ex4-02.htm
 
This 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 Note is not exchangeable for 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 Note (other than a transfer of this 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 Euroclear System or Clearstream Banking, société anonyme (each a "Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Citivic Nominees Limited or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Citivic Nominees Limited or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Citivic Nominees Limited, has an interest herein.

CITIGROUP INC.
Floating Rate Notes due December 21, 2012

REGISTERED
REGISTERED
   
 
CUSIP: 172967 EN 7
 
ISIN: XS0335121397
 
Common Code: 033512139
   
No. R-0003-INT
up to ¥100,000,000,000

CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Citivic Nominees Limited, or registered assigns, the principal sum of up to ¥100,000,000,000 (or such other principal sum as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on December 21, 2012 and to pay interest thereon from and including December 21, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 21, June 21, September 21 and December 21 of each year, commencing March 25, 2008, at the rate per annum for each Interest Period of three-month Yen LIBOR, determined as provided herein, plus 0.90% until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such 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 to the Person in whose name this 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 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 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 hereon will be calculated on the basis of the actual number of days elapsed in an Interest Period and a 360-day year. All Yen amounts resulting from such calculation will be rounded to the nearest Yen, with five-tenths or more of ¥1 being rounded upward to the nearest ¥1 per Note. An "Interest Period" shall be the period from and including an Interest Payment Date (or from December 21, 2007 in the case of the first Interest Payment Date) to and including the day immediately preceding the next Interest Payment Date.

If either a date for payment of principal or interest on the Notes or the Maturity of the Notes falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal or interest on the Notes or the Maturity of the Notes. For these purposes, "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 exchange and foreign currency deposits) in (a) the relevant place of payment and (b) each of The City of New York, Tokyo and London.

Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in London or The City of New York in Japanese Yen.

Reference is hereby made to the further provisions of this 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 an authenticating agent on behalf of the Trustee referred to on the reverse hereof by manual signature, this 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: December 21, 2007    
     
  CITIGROUP INC.
 
 
 
 
 
 
  By:    
 

Title: Controller and Chief Accounting Officer 

ATTEST:      
       
By:      

Assistant Secretary
   






This is one of the Notes of the series issued under the within-mentioned Indenture.
 
Dated: December 21, 2007    
     
 
THE BANK OF NEW YORK,
as Trustee
 
 
 
 
 
 
  By:    
   
Name:
    Title:
     
  -or-
     
  CITIBANK, N.A., LONDON OFFICE,
  as Authenticating Agent
     
  By:    
   
Name:
    Title:
 




This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the "Indenture"), between the Company and The Bank of New York, 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially issued in the aggregate principal amount of ¥100,000,000,000.

This Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., acting as Calculation Agent. The interest rate on this Note for a particular Interest Period will be a per annum rate equal to three-month Yen LIBOR as determined on the related Interest Determination Date, plus 0.90%. The Interest Determination Date for an Interest Period will be the second London business day preceding such Interest Period. The Interest Determination Date for the first Interest Period was December 19, 2007. Promptly upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

On any Interest Determination Date, Yen LIBOR will be equal to the offered rate for deposits in Yen having an index maturity of three months for the next Interest Period, in amounts of at least Yen 1,000,000,000, as such rate appears on Reuters LIBOR01 Page at approximately 11:00 a.m., London time, on such Interest Determination Date. If the Reuters LIBOR01 Page is replaced by another service or ceases to exist, the Calculation Agent will use the replacing service or such other service that may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for Yen dollar deposits.

If no offered rate appears on Reuters LIBOR01 Page on an Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits in Yen in amounts of at least Yen 1,000,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Yen LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Calculation Agent (after consultation with the Company) will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the Interest Determination Date for loans in Yen to leading European banks having an index maturity of three months for the applicable Interest Period in an amount of at least Yen 1,000,000,000 that is representative of single transactions at that time. If three quotations are provided, Yen LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of Yen LIBOR for the next Interest Period will be set equal to the rate of Yen LIBOR for the current Interest Period.
 
 
 

 

 
So long as the Notes of this series are in the form of Global Securities only, all Notes of this series will collectively be evidenced (a) by the Global Securities for this series registered in the name of Cede & Co. and bearing registration numbers R-0001-DTC-A through R-0002-DTC-A (together, the “DTC Global Notes”) and (b) by this Global Note (the "International Global Note"). The DTC Global Note and the International Global Note will at all times collectively represent the aggregate principal amount of this series outstanding from time to time. If at any time a portion of the International Global Note is exchanged for an interest in the DTC Global Note, the principal amount of the DTC Global Note shall be increased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the limitation that in no event may the principal amount of the DTC Global Note be greater than the equivalent in U.S. dollars of $500,000,000. If at any time a portion of the DTC Global Note is exchanged for an interest in the International Global Note, the principal amount of the DTC Global Note shall be decreased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease. To ascertain the U.S. dollar equivalent of the principal amount endorsed on the Schedule of Exchanges of Interests attached to the DTC Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange agent (and the date of such quote) shall be noted on such Schedule of Exchanges of Interests next to the corresponding Yen amount.

The Luxembourg Stock Exchange shall be notified of the interest rate, the amount of the interest payment and the Interest Payment Date for a particular Interest Period not later than the first day of such Interest Period. Upon request from any Noteholder, the Calculation Agent will provide the interest rate in effect on this Note for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.

If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the 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 Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.

The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the 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 66 2/3% in aggregate 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 will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then Outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.
 
 
 

 

 
No reference herein to the Indenture and no provision of this 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 Note at the times, place and rate, and in the coin or currency, herein prescribed.

This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for 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 Notes in certificated form, this 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.

The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of ¥100,000 and integral multiples thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the DTC Global Note or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System and Clearstream Banking, société anonyme, notify the Company that they are unwilling or unable to continue as a clearing system for the International Global Note or (iv) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on the definitive Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.
 
 
 

 

 
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee 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 Note that is a non-United States person in order to ensure that every net payment on such 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 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 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 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 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 Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such 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 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 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 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 Note, or any portion of the 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 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 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 Note by the Company or a paying agent.

 
(8)
Additional Amounts will not be payable if a payment on a 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 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 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 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 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 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 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 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 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 created or organized in or under the laws of the United States;
 
(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 states of the United States of America and the District of Columbia, but excluding its territories and its possessions.

Except as provided below, the Notes may not be redeemed prior to maturity.
(1) The Company may, at its option, redeem the 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 December 4, 2007 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 Notes or taking any action that would entail a material cost to the Company.

 
(2)
The Company may also redeem the Notes, at its option, if:
   
(a)
any act is taken by a taxing authority of the United States on or after December 4, 2007, 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 under 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 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 under 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 Notes pursuant to their terms.
 
 
 

 

 
Any redemption of the 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 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 Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.




SCHEDULE OF EXCHANGES OF INTERESTS

The following exchanges of a part of this Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Note, have been made:
 
Date of Exchange
Amount of decrease
in Principal Amount
of this Note
Amount of increase in
Principal Amount
of this Note
Principal Amount of
this Note following
such decrease (or
increase)
Signature of
Authorized
Officer of
Trustee or
Fiscal Agent
         
December 21, 2007 (original issuance)
¥100,000,000,000  
 
     
     
     
     
     
     
     
     
     
     
     
     
     
 
*
This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note, and, if so used, shall be deemed a part thereof for all purposes.
 
 
 

 
EX-4.03 5 v097813_ex4-03.htm
1
 
CITIGROUP INC.

And

CITIBANK, N.A.
As Fiscal Agent, Registrar, Calculation Agent and Exchange Agent

And

DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME
As Paying Agent and Transfer Agent



AGENCY AGREEMENT
Yen 100,000,000,000 Floating Rate Notes due 2012
 
Dated as of December 21, 2007


 

 
2
 
THIS AGREEMENT is made in London as of December 21, 2007, BY

(1)
CITIGROUP INC. (the “Issuer”).

(2)
CITIBANK, N.A. (“Citibank, N.A.”), which shall act as fiscal agent, registrar, calculation agent and exchange agent (hereinafter referred to in such respective capacities as “Fiscal Agent”, Registrar”, “Calculation Agent” or as “Exchange Agent”, which expressions shall include any successor or successors thereto).

(3)
DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME, which shall act as paying agent and transfer agent (hereinafter referred to as “Paying Agent” and “Transfer Agent”, which expression shall include any successor or successors thereto).

WHEREAS pursuant to the Terms Agreement dated December 4, 2007 (the “Underwriting Agreement”) between the Issuer and the Underwriter named therein, the Issuer has agreed to issue its Yen 100,000,000,000 Floating Rate Notes due December 2012 (the “Notes”); and

WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar, Calculation Agent and Exchange Agent and Dexia Banque Internationale à Luxembourg, société anonyme as Paying Agent and Transfer Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto.
 
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 Paying Agent, the Calculation Agent, the Exchange Agent and the Transfer Agent.

“Conditions” means the terms and conditions of the Notes, as contained in the applicable Global Notes, in the Prospectus Supplement dated December 4, 2007 to the Prospectus dated March 2, 2006, and the Indenture.

“Global Notes” means either one or both of (i) the International Global Note in the form of Schedule 1 attached hereto and (ii) the DTC Global Notes in the form of Schedule 2 attached hereto (also referred to herein as the “International Global Note” and the“DTC Global Note”, respectively).

“Indenture” means the Indenture dated as of March 15, 1987, as amended and supplemented to date, between the Issuer and The Bank of New York (the “Trustee”).

Terms not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions.


 
3
 
2. APPOINTMENTS
 
2.1          The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar, Calculation Agent and Exchange 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.

2.3          The Issuer hereby appoints Dexia Banque Internationale à Luxembourg, société anonyme to act as Paying Agent and Transfer Agent in respect of the Notes and Global Notes.

2.4          Dexia Banque Internationale à Luxembourg, société anonyme 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.

2.5          The obligations of the Agents are several and not joint.
 
3. THE NOTES
 
3.1          The Notes shall be represented by permanent Global Notes without interest coupons as specified in the Conditions. Each International Global Note and DTC Global Note shall be substantially in the forms attached hereto as Schedules 1 and 2, respectively, in each case 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.

3.2          Each Global Note shall be signed manually by a duly authorised 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 (i) in the case of the International Global Note, Citibank, N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case of the DTC Global Notes, Citibank, N.A., London office as custodian for The Depository Trust Company, New York (“DTC”).
 
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 Yen in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) on the Business Day such payment is due, provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the Fiscal Agent on the next succeeding Business Day (for the purposes of this Clause 4, Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Tokyo and The City of New York.

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.
 


4
 
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 to the registered holder of the International Global Note and the DTC 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.

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 (i) to the extent represented by the International Global Note, to be cancelled resulting in a reduction in the aggregate amount of the Notes represented by the International Global Note by the aggregate amount of Notes so cancelled, and (ii) to the extent represented by the DTC Global Note, to be cancelled in accordance with the procedures established for that purpose by DTC, resulting in a reduction in the aggregate amount of the Notes represented by the DTC 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).



5
 
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 each 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 Yen 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 Euroclear, Clearstream, DTC and the Registrar, and Euroclear, Clearstream and DTC’s regulations applicable to such transfers or exchanges. Any such transfer or exchange which results in a change in the aggregate principal amount of Notes held by Euroclear, Clearstream and DTC shall be notified by Euroclear, Clearstream and DTC to the Registrar. The Registrar shall promptly enter details of the transfer or exchange in the Register, which entry shall, without further action, cause the aggregate principal amount represented by each Global Note to be amended accordingly.

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 DTC NOTEHOLDERS
 
9.1          All amounts of principal and interest due in respect of the Notes which are represented by the DTC Global Note (each a “DTC Amount”) shall be paid in U.S. dollars (each such payment being referred to herein as a “U.S. Dollar Payment”), unless DTC has advised the Fiscal Agent that the relevant Noteholder has made an effective election to receive all or a portion of its payment in Yen outside DTC (each a “Yen Payment”).

9.2          The Paying Agent shall, from each DTC Amount received by it, make U.S. Dollar Payments in accordance with the Conditions and Yen Payments in accordance with the Conditions.

10.
 DUTIES OF EXCHANGE AGENT

For the purposes of this Clause 10, a “payment date” shall be each date on which the Issuer is obligated to remit funds to the Fiscal Agent pursuant to Clause 4.1.

The Exchange Agent shall:

(i)
accept Yen by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to receive payment in Yen and, if so, the amount of Notes held by such holders and the accounts to which such payments in Yen are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Yen amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and
 


6
 
(ii)
at or prior to 11:00 a.m., London time, on the second London business day preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount of Yen for settlement on such payment date. “Specified Amount” shall mean the aggregate amount of Yen payable to all Noteholders holding Notes through participants of DTC that have not elected to receive payments in Yen. The amount of U.S. dollars payable in respect of a particular payment under the DTC Global Note will be equal to the amount of Yen otherwise payable exchanged into U.S. dollars at the Yen/U.S.$ exchange rate prevailing as at 11:00 a.m. (London time) on the second London business day prior to the relevant payment date, less any costs incurred by the Exchange Agent for such conversion (such costs to be shared pro rata among holders under the DTC Global Note accepting U.S. dollar payments in proportion of their respective holdings). If an exchange rate bid quotation is not so available, the Exchange Agent shall obtain a bid quotation from a leading foreign exchange bank in London selected by the Exchange Agent after consultation with the Issuer. If no bid quotation is so available, payment will be made in Yen to the account or accounts specified by DTC to the Exchange Agent. In this sub-clause (ii), the term “London business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in New York City, Tokyo and London.
 
10A. DUTIES AS CALCULATION AGENT
 
The Calculation Agent shall obtain such quotes and rates relating to Yen LIBOR 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 Fiscal Agent.
 
11. CONDITIONS OF APPOINTMENT
 
11.1         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.

11.2         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.

11.3         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.

11.4         The indemnities above shall survive the termination or expiry of this Agreement.

11.5         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.
 


7
 
11.6         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.

11.7         Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.

11.8         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.

11.9         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.

11.10       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. 
 
12. CHANGE IN AGENTS
 
12.1         Each of the Fiscal Agent, Registrar, Exchange Agent, Calculation Agent, Paying Agent and Transfer 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, Exchange Agent, Paying Agent and Transfer 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, Exchange Agent, Paying Agent, Calculation Agent and Transfer 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, Exchange Agent, Paying Agent, Calculation Agent and Transfer Agent, as the case may be, pursuant to Clause 12.1, the Fiscal Agent, Registrar, Exchange Agent, Paying Agent, Calculation Agent and Transfer Agent so removed shall cease to be a Fiscal Agent, Registrar, Exchange Agent, Paying Agent, Calculation Agent and Transfer Agent, as the case may be, hereunder. Prior to the effectiveness of such appointment, the Fiscal Agent, Registrar, Exchange Agent, Paying Agent, Calculation Agent and Transfer 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, Exchange Agent, Paying Agent, Calculation Agent and Transfer 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:
 


8
 
Citigroup Inc.
153 East 53rd Street, 5th floor
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 Exchange Agent:

Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Attn: Agency & Trust, Bond Desk

Telefax: 44-020-7508-3878

(c)
If to the Paying Agent:

Dexia Banque Internationale à Luxembourg, société anonyme
69, route d'Esch
L-2953 Luxembourg
Telephone: 352-45-90-1
Telefax: 352-45-90-42-27
 
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.

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 DTC or DTC 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 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.




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This Agreement has been entered into effective the date stated at the beginning hereof.
 
CITIGROUP INC.

/s/ Charles E. Wainhouse
Assistant Treasurer
 
CITIBANK, N.A.

/s/ Viola Japaul
Director, Agency and Trust

DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME

/s/ Pierre-Francois Henrion      /s/ Jean-Jacques Kinnen
 

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