CITIGROUP INC. And CITIBANK, N.A., As Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent
And
CITIBANK,
N.A.,
As
Fiscal Agent, Registrar, Calculation Agent and Principal Paying
Agent
C$500,000,000
5.160% Fixed Rate/Floating Rate Subordinated Notes due
2027
Dated
as of May 24, 2007
THIS
FISCAL AGENCY AGREEMENT is made in London as of May 24, 2007, BY
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(1)
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CITIGROUP
INC. (the “Issuer”).
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(2)
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CITIBANK,
N.A. (“Citibank,
N.A.”),
which shall act as fiscal agent, registrar, calculation agent and
principal paying agent (hereinafter referred to in such respective
capacities as “Fiscal
Agent”, “Registrar”,
“Calculation
Agent”
or as “Principal
Paying Agent”,
which expressions shall include any successor or successors thereto).
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WHEREAS
pursuant to the Terms Agreement dated May 10, 2007 (the “Underwriting
Agreement”)
between the Issuer and the Underwriters named therein, the Issuer has agreed
to
issue its C$500,000,000 5.160% Fixed Rate/Floating Rate Subordinated Notes
due
May 2027 (the “Notes”);
WHEREAS
the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar,
Calculation Agent and Principal Paying Agent in relation to the Notes upon
the
terms and conditions set forth in this Agreement and the Schedules hereto;
and
WHEREAS
the Issuer wishes to deposit the global notes representing the Notes with The
Canadian Depository for Securities Limited (“CDS”)
or a
nominee therefore.
IT
IS
HEREBY AGREED as follows:
| 1. |
DEFINITIONS,
INTERPRETATION
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The
following terms shall, unless the context otherwise requires, have the
respective meanings indicated below:
“Agent(s)”
means
any
of the Fiscal Agent, the Registrar, the Calculation Agent and the Principal
Paying Agent.
“Conditions”
means
the terms and conditions of the Notes, as contained in the Global Notes, in
the
Prospectus Supplement dated May 10, 2007 and the Indenture.
“Global
Notes”
means
the Global Notes in the form of Schedule 1 attached hereto.
“Indenture”
means
the Indenture dated as of April 12, 2001, as amended and supplemented to date,
between the Issuer and 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.
| 2. |
APPOINTMENTS
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2.1 The
Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar,
Calculation Agent and Principal Paying Agent in respect of the Notes and Global
Notes.
2.2 Citibank,
N.A. hereby accepts such appointments and the resulting obligations, and agrees
to act in such capacities, on the terms and conditions set out in this Agreement
and the Schedules hereto. In particular, the Fiscal Agent agrees to effect
any
publication of notices pursuant to the Conditions.
| 3. |
THE
NOTES
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3.1 The
Notes
shall be represented by permanent Global Notes without interest coupons as
specified in the Conditions. The Global Notes shall be substantially in the
form
attached hereto as Schedule 1, with such changes as may be agreed between the
Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon,
each Global Note. In the event that individual definitive Notes are issued,
the
parties shall enter into a supplement to this Agreement to provide for the
matters set forth herein with regard to such definitive Notes.
3.2 Each
Global Note shall be signed manually by a duly authorized officer of the Issuer
and dated the Issue Date. Each Global Note shall be authenticated manually
by
Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered
to CDS.
| 4. |
PAYING
AGENCY
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4.1 The
Issuer shall remit the funds necessary for the payment of interest on and
principal of the Notes to the Fiscal Agent, in Canadian dollars in same-day
funds, to such account at the Fiscal Agent in London or Canada as the Fiscal
Agent may from time to time specify (the “Redemption
Account”)
on the
Business Day such payment is due as set forth in the Notes and
Conditions.
The
Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid
to it, to make payment of the principal of, and interest on, the Notes on the
due date for payment set forth in the Conditions and this Agreement. If
applicable, the Fiscal Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all such payments
made
by it in accordance with the provisions of this Agreement.
The
Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London
time)
on the second Business Day before the relevant date for such payment that it
has
issued irrevocable payment instructions for such payment to be made.
The
Fiscal Agent, in coordination with CDS, shall procure tax forms required for
exemption from withholding tax under the U.S. Internal Revenue Code.
4.2 If
for
any reason the Fiscal Agent does not receive unconditionally the full amount
payable by the Issuer on the relevant due date in respect of all the outstanding
or maturing Notes, the Fiscal Agent shall forthwith notify immediately the
Issuer by telephone followed by facsimile and the Fiscal Agent shall not be
bound to make any payment of principal or interest in respect of the Notes
until
the Fiscal Agent has received to its order the full amount of the monies then
due and payable in respect of all outstanding or maturing Notes, provided,
however, that if the Fiscal Agent shall, in its discretion, make any payment
of
principal or interest on or after the due date therefor in respect of the Notes
prior to its unconditional receipt of the full amount then due and payable
in
respect of all outstanding Notes, the Issuer will promptly pay such amount
to
the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the
Fiscal Agent’s cost of funding.
4.3 Out
of
the sums paid to the Fiscal Agent in respect of interest and principal on the
Notes, the Fiscal Agent will make payment free of charge in accordance with
instructions from the registered holder of the Global Note as stipulated in
Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent
shall obtain from the Registrar, and the Registrar shall supply, such details
as
are required for the Paying Agent to make payment as stated above.
4.4
In
respect of the monies paid to it relating to any Note, the Fiscal
Agent
4.4.1
shall not be entitled to exercise any lien, right of set-off or similar claim
(including without limitation any claim arising from or relating to any other
issue of securities by the Issuer),
4.4.2
shall
not
be required to account for interest thereon and
4.4.3
money
held by it need not be segregated except as may be required by applicable
law.
| 5. |
DOCUMENTS
FOR INSPECTION AND PUBLICATION OF
NOTICES
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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
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6.1 Subject
to the terms of the Indenture, promptly upon the Issuer’s request, the Registrar
shall take all measures necessary to cancel any Notes which the Issuer has
repurchased or whose maturity has been accelerated pursuant to the Conditions.
The Registrar shall cause any such Notes to be cancelled in accordance with
the
procedures established for that purpose by CDS, resulting in a reduction in
the
aggregate amount of the Notes represented by the Global Note by the aggregate
amount of the Notes so cancelled.
6.2 On
the
same day such cancellation is effected, the Registrar shall record such
cancellation of Notes on the Register in such a way that the aggregate principal
amount of Notes cancelled at any time together with the aggregate principal
amount of Notes outstanding and represented by the Global Notes shall equal
the
aggregate principal amount of Notes originally issued by the
Issuer.
6.3 The
Registrar shall upon request furnish the Issuer with a notice of cancellation
signed by an authorized officer of the Registrar confirming the cancellation
of
such Notes and the corresponding reduction of the relevant Global
Note(s).
| 7. |
DUTIES
OF THE REGISTRAR
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7.1 The
Registrar shall maintain the Register in London in accordance with the
Conditions. The Register shall show the aggregate amount of Notes represented
by
the Global Note at the date of issue and all subsequent transfers and exchanges
involving a change in such amounts and the names and addresses of the registered
holders (each a “Payee”).
On
the first Business Day after the Record Date for any interest payment on the
Notes, the Registrar shall send payment details in respect of the Payees and
the
Canadian dollar accounts to which transfers should be made to the Fiscal
Agent.
7.2 Transfers
or exchanges of Notes will be made in accordance with the Conditions, the
procedures established for this purpose between CDS and the Registrar, and
CDS’s
regulations applicable to such transfers or exchanges.
7.3 The
Registrar shall at all reasonable times during office hours make the Register
available to the Issuer and the Fiscal Agent or any person authorised by either
of them for inspection and for the taking of copies thereof or extracts
therefrom, and the Registrar shall deliver to such persons such information
contained in the Register or relating to the Notes as they may reasonably
request.
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8.
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DUTIES
OF THE TRANSFER AGENT
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If
and to
the extent so specified by the Conditions and in accordance therewith, or if
otherwise requested by the Issuer, the Transfer Agent shall make available
all
relevant forms of transfer, inform the Registrar of the name and address of
the
relevant person to be inserted in the Register and carry out such other acts
as
may be necessary to give effect to the Conditions and this
Agreement.
| 9. |
PAYMENTS
TO NOTEHOLDERS
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9.1 All
amounts of principal and interest due in respect of the Notes which are
represented by the Global Note (each a “CDS
Amount”)
shall
be paid in Canadian dollars (each a “CAD
Payment”),
so
long as the entire principal amount of the Notes is held in or through CDS.
9.2 The
Principal Paying Agent shall, from each CDS Amount received by it, make CAD
Payments in accordance with the Conditions.
| 10. |
CONDITIONS
OF APPOINTMENT
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10.1 The
Issuer will pay to the Agents a remuneration for all services rendered hereunder
by the Agents in connection with the Notes together with any expenses incurred
as separately agreed upon by the Agents and the Issuer.
10.2
The
Issuer will indemnify and hold harmless each of the Agents against any loss,
liability or expense which it may incur or any claim, action or demand which
may
be made against it resulting from the negligence or wilful misconduct on the
part of the Issuer (or its officers, employees or agents (other than the Agents
and their officers, employees, and agents)) and arising out of or in connection
with such Agent’s appointment or the exercise of its powers and duties hereunder
without negligence or wilful misconduct on the part of such Agent.
10.3
Each
Agent will indemnify and hold harmless the Issuer against any loss, liability
or
expense incurred by the Issuer or any claim, action or demand which may be
made
against the Issuer resulting from the negligence or wilful misconduct on the
part of such Agent (or such Agent’s officers, employees or agents) and arising
out of or in connection with such Agent’s duties hereunder. Notwithstanding the
foregoing, under no circumstances will any Agent be liable to the Issuer or
any
other person for any consequential loss (being loss of business, goodwill,
opportunity or profit) even if advised to the possibility of such loss or
damages.
10.4
The
indemnities above shall survive the termination or expiry of this
Agreement.
10.5
Each
of the Agents shall be protected and shall incur no liability for or in respect
of any action taken, omitted or suffered in reliance upon any instruction or
communication from the Issuer or any document reasonably believed by it to
be
genuine and to have been delivered, signed or sent by the proper party or
parties in accordance with the provisions hereof, except such as may result
from
its own negligence or wilful misconduct or that of its officers, employees
or
agents.
10.6
In
acting hereunder and in connection with the Notes, the Agents do not assume
any
relationship of agency and trust for the Noteholders, and shall not have any
obligation towards them except that all funds held by the Fiscal Agent for
payment of principal of or interest on the Notes shall be held exclusively
for
the benefit of and for payment to the Noteholders and shall be applied as set
forth herein and in the Conditions. Except as otherwise required by applicable
law, no Agent will be required to segregate any funds held by it hereunder
from
any of its other funds.
10.7
Nothing
herein shall be deemed to require any Agent to advance its own funds in the
performance of its duties hereunder.
10.8 The
Agents may consult with legal and other professional advisers selected in good
faith and satisfactory to them and the opinion of such advisers shall be full
and complete protection in respect of any action taken, omitted or suffered
hereunder in good faith and without negligence and in accordance with the
opinion of such advisers.
10.9
The
Agents shall be obliged to perform such duties and only such duties as are
herein
specifically
set forth, and no implied duties or obligations shall be read into this
Agreement against the Agents. No Agent shall be under any obligation to take
any
action hereunder which it expects will result in any expense or liability of
such Agent, the payment of which within a reasonable time is not, in its
opinion, assured to it. The obligations of the Agents hereunder are several
and
not joint.
10.10 The
Agents, their affiliates and their respective officers and employees, in their
individual or any other capacity, may become the owner of, or acquire any
interest in, any Notes with the same rights that the Agents would have it they
were not the Agents hereunder.
| 11. |
DUTIES
AS CALCULATION AGENT
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The
Calculation Agent shall, during the floating rate period (as defined in the
Conditions) for the Notes, obtain such quotes and rates relating to CDOR and/or
make such determinations, calculations, adjustments, notifications and
publications as may be required to be made by it by the Conditions at the times
and otherwise in accordance with the Conditions; and shall maintain a record
of
all quotations obtained by it and of all amounts, rates and other items
determined or calculated by it and make such records available for inspection
at
all reasonable times by the Issuer and the Principal Paying Agent.
| 12. |
CHANGE
IN AGENTS
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12.1
Each of
the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent in
its
capacity as such may be removed at any time by the giving to it of at least
30
days’ written notice to that effect signed on behalf of the Issuer specifying
the date on which such removal shall become effective. Each of the Fiscal Agent,
Registrar, Calculation Agent and Principal Paying Agent may at any time resign
by giving at least 30 days’ written notice (unless the Issuer agrees to accept
less notice) to that effect to the Issuer specifying the date on which such
resignation shall become effective. Notwithstanding the foregoing, no such
resignation or removal shall take effect within 30 days before or after any
due
date for payment of any Notes or before a new Fiscal Agent, Registrar,
Calculation Agent and Principal Paying Agent, as the case may be, shall have
been appointed by the Issuer as hereinafter provided, and such new Agent shall
have accepted such appointment. Any change in any Agent shall be notified by
the
Issuer to the other Agent(s).
12.2 The
Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before
the expiry of any notice under Clause 12.1 above, the Issuer has not appointed
a
replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf
of
the Issuer, to appoint in its place any reputable financial institution of
good
standing and the Issuer shall not unreasonably object to such
appointment.
12.3 Upon
the
effectiveness of the appointment of any successor Fiscal Agent, Registrar,
Calculation Agent and Principal Paying Agent, as the case may be, pursuant
to
Clause 12.1, the Fiscal Agent, Registrar and Principal Paying Agent so removed
shall cease to be a Fiscal Agent, Registrar, Calculation Agent and Principal
Paying Agent, as the case may be, hereunder. Prior to the effectiveness of
such
appointment, the Fiscal Agent, Registrar, Calculation Agent and Principal Paying
Agent shall hold all moneys deposited with it or held by it hereunder in respect
of the Notes to the order of the respective successor Fiscal Agent, Registrar
and Principal Paying Agent.
| 13. |
NOTICES
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Notices
shall be in writing (including by facsimile) and addressed to the relevant
party
hereto as follows:
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(a)
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If
to the Issuer:
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▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Treasury Department
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Telefax: ▇▇▇-▇▇▇-▇▇▇▇
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(b)
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If
to the Fiscal Agent, Registrar, Calculation Agent and Principal Paying
Agent:
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Citibank,
N.A.
Citigroup
Centre
Canada
Square
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attn:
Agency & Trust, Bond Desk
Telefax: ▇▇-▇▇▇-▇▇▇▇-▇▇▇▇
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.
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14.
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APPLICABLE
LAW, PLACE OF
JURISDICTION
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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.
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15.
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MISCELLANEOUS
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15.1 The
Fiscal Agent agrees to perform its obligations hereunder through its London
Branch to the extent that this is necessary or appropriate in order to make
payments to CDS or CDS Participants in accordance with the
Conditions.
15.2
The
Fiscal Agent shall promptly advise the Issuer of any notice, including any
notice declaring Notes due, which it may receive pursuant to the
Conditions.
15.3
Should
any of the provisions of this Agreement be or become invalid, in whole or in
part, the other provisions of this Agreement shall remain in force. Invalid
provisions shall, according to the intent and purpose of this Agreement, be
replaced by such valid provisions which in their economic effect come as close
as legally possible to that of the invalid provisions.
15.4
This
Agreement may be signed in two or more counterparts.
15.5
Terms
not defined in this Agreement shall have the meanings ascribed to them in the
Underwriting Agreement or the Conditions, as the case may be.
15.6
If there
is any conflict between the terms of this Agreement and the terms of the
Indenture, the terms of the Indenture shall control.
[remainder
of page intentionally left blank]
This
Agreement has been entered into effective the date stated at the beginning
hereof.
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, Assistant Treasurer
CITIBANK,
N.A.
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Vice President