<PAGE>
Exhibit 4.03
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
----------
AGENCY AGREEMENT
YEN 50,000,000,000 2.400% NOTES DUE 2025
DATED AS OF OCTOBER 31, 2005
----------
<PAGE>
2
THIS AGREEMENT is made in London as of
October 31, 2005, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."),
which shall act as fiscal agent,
registrar and
exchange agent (hereinafter referred to in such respective
capacities as
"FISCAL AGENT", "REGISTRAR" or as "EXCHANGE AGENT", which
expressions
shall include any successor or successors thereto).
(3) DEXIA BANQUE INTERNATIONALE A
LUXEMBOURG, SOCIETE 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 October 21, 2005 (the
"UNDERWRITING AGREEMENT") between the
Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Yen
50,000,000,000 2.400% Notes due October
2025 (the "NOTES"); and
WHEREAS the
Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent and Dexia
Banque Internationale a Luxembourg,
societe 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
and the Transfer
Agent.
"CONDITIONS"
means the terms and conditions of the Notes, as contained in
the Global
Notes, in the Prospectus Supplement dated October 21, 2005 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 "DTC GLOBAL
NOTE" and the "INTERNATIONAL 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.
<PAGE>
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank,
N.A. to act as Fiscal Agent, Registrar
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 a Luxembourg, societe
anonyme to act as Paying Agent and Transfer
Agent in respect of the Notes and
Global Notes.
2.4 Dexia Banque Internationale a
Luxembourg, societe 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. The
International Global Note and the
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.
4.2 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
<PAGE>
4
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
office
