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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
EURO 1,350,000,000 4.75% FIXED
RATE/FLOATING RATE SUBORDINATED NOTES DUE 2019
DATED AS OF FEBRUARY 10, 2004
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THIS AGREEMENT is made in London as of
February 10, 2004, 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 January 30, 2004
(the
"UNDERWRITING AGREEMENT") between the
Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Euro
1,350,000,000 4.75% Fixed/Floating Rate
Subordinated Notes due February 2019 (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
31,
2003 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 April 12, 2001, as
amended
and supplemented to date, between the Issuer and J.P. Morgan
Trust
Company, N.A. (the "TRUSTEE").
Terms not defined herein shall have the same meanings as are
assigned
thereto in the Underwriting Agreement and the Conditions.
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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 Euros 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 (x) a day on which commercial banks
and foreign exchange markets settle
payments and are open for general business
in each of London and The City of New
York and (y) a day which is a TARGET
business day).
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
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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
