Exhibit 4.03


 


 


 


 


 


 


 


CITIGROUP INC.


 


And


 


CITIBANK, N.A.


As Fiscal Agent, Registrar, Transfer
Agent and Exchange Agent





 


 


 


 








 



 


 


 


AGENCY AGREEMENT


NZ$500,000,000 6.250% Notes due 2017


 


Dated as of June 29, 2012


 


 





 



 


 


 


 



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THIS AGREEMENT is made in London as of June 29, 2012, BY


 


		(1)	CITIGROUP INC. (the “Issuer”).



 


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



 


WHEREAS pursuant
to the Terms Agreement dated June 25, 2012, that incorporate by reference the underwriting agreement basic provisions dated March
2, 2006 (together, the “Underwriting Agreement”) between the Issuer and the Underwriters named therein, the
Issuer has agreed to issue its NZ$ 500,000,000 6.250% Notes due June 2017 (the “Notes”); and


 


WHEREAS the Issuer
wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar, Transfer Agent and Exchange 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 Exchange Agent and the Transfer Agent.


 


“Conditions”
means, with respect to a particular Series, the terms and conditions of such Series, as contained in the applicable Global Notes,
in the Prospectus Supplement dated June 25, 2012 to the Prospectus dated May 12, 2011, and the Indenture.


 


“Global
Notes” means, with respect to a particular Series, 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
Mellon (the “Trustee”).


 


Terms
not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions. References
to “NZ$” are to New Zealand Dollars.






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2.           APPOINTMENTS


 


2.1          The Issuer hereby appoints Citibank,
N.A. to act as Fiscal Agent, Registrar, Transfer Agent and Exchange Agent in respect of the Notes and Global Notes.


 


2.2           Citibank,
N.A. hereby accepts such appointments, and agrees to act in such capacities, solely on the terms and conditions set out in this
Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to arrange on behalf of and at the request and expense
of the Issuer any publication of notices pursuant to the Conditions.


 


2.3          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 or in facsimile 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 NZ$ 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”) by
10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due.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, Auckland, Wellington and New York City.


 


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. The Fiscal Agent shall be entitled to make payments net of any taxes
or other sums required to be withheld or deducted by any applicable law.


 


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 shall as soon as reasonably practicable notify the
Issuer by facsimile. 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.


 


 



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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 Fiscal 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.


 


Any funds held by the Fiscal Agent are
held as banker and shall not be subject to the UK FSA Client Money Rules


 


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, as soon as practicable 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).


 


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 NZ$ accounts to which
transfers should be made to the Fiscal Agent.


 


 



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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 New Zealand Dollars outside DTC (each a “NZ$ Payment”).


 


9.2          The Fiscal Agent shall, from each DTC Amount received by it, make U.S. Dollar Payments in accordance with the Conditions
and NZ$ 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 NZ$ 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 DTC if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to
receive payment in NZ$ and, if so, the amount of Notes held by such holders and the accounts to which such payments in NZ$ are
to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate NZ$ 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



 


		(ii)	on the London business day preceding the applicable payment date, enter into a contract for the
purchase of U.S. dollars with the Specified Amount of NZ$ for settlement on such payment date. “Specified Amount”
shall mean the aggregate amount of NZ$ payable to all Noteholders holding Notes through participants of DTC that have not elected
to receive payments in NZ$. The amount of U.S. dollars payable in respect of a particular payment under the DTC Global Note will
be equal to the amount of NZ$ otherwise payable exchanged into U.S. dollars at the NZ$/U.S.$ exchange rate obtained on the 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 NZ$ 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
London.



 






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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 arising out of or in connection with such Agent’s appointment or the exercise of its
powers and duties hereunder without gross 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 gross 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
gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do
refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.


 


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 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.


 


 



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12.         CHANGE IN AGENTS


 


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



 


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, Transfer Agent and Exchange Agent:



 


Citibank, N.A.


Citigroup Centre


Canada Square


Canary Wharf


London E14 5LB


Attn: Agency & Trust, Bond
Desk


 


Fiscal Agent Telefax:+353
1 622 2210


Registrar Telefax: +353 1
506 0339


Exchange Agent Telefax:+353
1 247 6348


 


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


 






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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.


 


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 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.


 


16
          WHOLE AGREEMENT


 


		16.1.	This Agreement contains the whole agreement between the Parties relating to the subject matter
of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract
and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.
	 	 	 



		16.2	Each Party acknowledges that it has not been induced to enter into this Agreement by any representation,
warranty or undertaking not expressly incorporated into it.
	 	 	 



		16.3	So far as is permitted by law and except in the case of fraud, each Party agrees and acknowledges
that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this
Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those
in tort or arising under statute)
	 	 	 



		16.4	In Clauses 16.1 to 16.3, “this Agreement” includes the fee letter dated the date hereof
and all documents entered into pursuant to this Agreement.”



 


 


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


 


 


CITIGROUP INC.


 


 


/s/ Martin A. Waters


Assistant Treasurer


 


 


 


CITIBANK, N.A.


 


 


/s/ Stuart Sullivan


Vice President




 


 






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