Obligation CitiCorp 3.5% ( XS0226062981 ) en EUR

CitiCorp

100 % ⇌

Etas-Unis

XS0226062981 ( en EUR )

3.5% par an ( paiement annuel )

05/08/2015 - Obligation échue

Prospectus brochure de l'obligation Citigroup XS0226062981 en EUR 3.5%, échue

50 000 EUR

1 250 000 000 EUR

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'obligation Citigroup (XS0226062981), émise aux États-Unis pour un montant total de 1 250 000 000 EUR, avec un coupon de 3,5% payable annuellement, d'une taille minimale d'achat de 50 000 EUR et arrivant à échéance le 05/08/2015, a été intégralement remboursée à son prix nominal de 100%.

OFFERING MEMORANDUM
U.S.$35,000,000,000
Programme for the issuance of
Euro Medium-Term Notes, Series B
Under the Programme for the issuance of Euro Medium-Term Notes, Series B described in this Offering
Memorandum (the ``Programme''), Citigroup Inc. (the ``Issuer'' or ``Citigroup'') may from time to time
issue senior notes (the ``Senior Notes'') and subordinated notes (the ``Subordinated Notes'' and, together
with the Senior Notes, the ``Notes'') with a maturity of nine months or more, subject to compliance with all
laws, regulations and directives. The aggregate principal amount of Notes outstanding at any time will not
exceed U.S.$35,000,000,000 (or the equivalent in other currencies).
Application has been made to list the Notes issued under the Programme described in this Offering
Memorandum during the period of twelve months after the date hereof on the Luxembourg Stock Exchange,
however the Issuer is not required to maintain the listing of any Notes so listed. Notes may also be listed on
any other stock exchange as set out in the relevant Pricing Supplement.
Notes have not been and will not be registered under the United States Securities
Act of 1933 (as amended) (the ``Securities Act'') and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to United States persons (as defined herein). For
a description of certain restrictions on offers, sales and deliveries of Notes and on the
distribution of this Offering Memorandum or any pricing supplement and other
offering material relating to the Notes, see ``Subscription and Sale''.
The Notes will not be deposits or savings accounts but are unsecured debt obligations of Citigroup. The
Notes will not be insured by the U.S. Federal Deposit Insurance Corporation or any other governmental
agency or instrumentality.
Arranger
Citigroup
Dealer
Citigroup
The date of this Offering Memorandum is 30 August, 2004.

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Offering Memorandum and to the
best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the
case), the information contained in this document is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Offering Memorandum should be read and construed together with any amendments or supplements
hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as
defined herein) of Notes, should be read and construed together with the relevant Pricing Supplement (as
defined herein).
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Memorandum or any other document entered into in connection with the
Programme or any information supplied by the Issuer or such other information as is in the public domain in
connection with the issue or sale of the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in ``Subscription
and Sale''). Neither the delivery of this Offering Memorandum nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the financial position
or affairs of the Issuer since the date hereof or the date upon which this document has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is correct
as of any time after the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Offering Memorandum and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restriction. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this
Offering Memorandum or any Pricing Supplement and other offering material relating to the Notes, see
``Subscription and Sale''. In particular, Notes have not been and will not be registered under the United
States Securities Act of 1933 (as amended) (the ``Securities Act'') and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons. In addition, the Issuer has not authorised any offer of Notes having a maturity of
one year or more to the public in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 (the ``Regulations''). Notes may not lawfully be offered or sold to persons in the United
Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within
the meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations.
Neither this Offering Memorandum nor any Pricing Supplement constitutes an offer of, or an invitation
by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes and should not be
considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Offering
Memorandum or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of this
Offering Memorandum or any Pricing Supplement shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
The Dealers have not separately verified the information contained in this Offering Memorandum. None
of the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Offering Memorandum. Neither this Offering
Memorandum nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Offering Memorandum (or any information incorporated herein by reference) should purchase
Notes. Each purchaser of Notes should determine for itself the relevance of the information contained in this
Offering Memorandum (and any information incorporated herein by reference) and its purchase of Notes
should be based upon such investigation as it deems necessary. No representation or warranty is made or
implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective
affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Offering Memorandum. None of the Dealers undertakes to
review the financial condition or affairs of the Issuer during the life of the Programme nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers.
The Issuer has not authorised any offer of Notes having a maturity of one year or more to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the
2

``Regulations''). Notes may not lawfully be offered or sold to persons in the United Kingdom except in
circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the
Regulations or otherwise in compliance with all applicable provisions of the Regulations.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed U.S.$35,000,000,000 (and for this purpose, any Notes denominated in another currency shall
be translated into United States dollars at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement (as defined under ``Subscription and Sale'')). The
maximum aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
In this Offering Memorandum, unless otherwise specified, references to ``U.S.$'', ``U.S. dollars'' or
``dollars'' are to United States dollars, references to ``£'', ``GBP'' and ``Sterling'' are to the lawful currency
for the time being of the United Kingdom and references to ``5'', ``EUR'' or ``Euro'' are to the single
currency adopted by those states participating, from time to time, in European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE
PROGRAMME, THE DEALER (IF ANY) WHICH IS SPECIFIED IN THE RELEVANT PRICING
SUPPLEMENT AS THE STABILISING MANAGER (OR ANY PERSON ACTING FOR THE
STABILISING MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE MAY
BE NO OBLIGATION ON THE STABILISING MANAGER (OR ANY AGENT OF THE STABILIS-
ING MANAGER) TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTIN-
UED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS
AND RULES.
TABLE OF CONTENTS
Page
Important Notices ***********************************************************************
2
Documents Incorporated by Reference ******************************************************
4
Supplements to this Offering Memorandum **************************************************
4
Summary of the Programme **************************************************************
5
Forms of the Notes *********************************************************************
8
Terms and Conditions of the Notes*********************************************************
10
Form of Pricing Supplement **************************************************************
36
Summary of Provisions Relating to the Notes while in Global Form *****************************
44
The Issuer *****************************************************************************
47
Capitalisation of the Issuer ***************************************************************
48
Summary Financial Information Relating to the Issuer *****************************************
49
Taxation ******************************************************************************
50
Subscription and Sale********************************************************************
53
General Information *********************************************************************
55
Non-Confidentiality *********************************************************************
56
3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated in, and form part of, this Offering Memorandum together with
any relevant Pricing Supplement:
(1) the most recently published audited consolidated financial statements, and any unaudited consolidated
interim financial statements published subsequently to such annual financial statements, of the Issuer
from time to time;
(2) the most recent Annual Report on Form 10-K of the Issuer filed with the United States Securities
and Exchange Commission (the ``Commission'');
(3) all quarterly interim reports on Form 10-Q and any other reports filed by the Issuer with the
Commission pursuant to Section 13, 14 or 15(d) of the United States Securities Exchange Act of
1934, as amended (the ``Exchange Act''), and the rules and regulations thereunder, subsequent to
the date of the financial statements included in the Annual Report on Form 10-K referred to in sub-
clause (2) above; and
(4) all amendments and supplements to this Offering Memorandum prepared by the Issuer from time to
time,
save that any statement contained in this Offering Memorandum or in any of the documents incorporated by
reference in, and forming part of, this Offering Memorandum shall be modified or superseded for the purpose
of this Offering Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.
The reports referred to in sub-clauses (2) and (3) above will be filed by the Issuer with the Commission
and will be available to the public on the Commission's Internet Site (address: http://www.sec.gov).
The Issuer will, at the specified offices of the Paying Agents (as defined herein), make available free of
charge a copy of this Offering Memorandum (and any document incorporated by reference in this Offering
Memorandum, other than exhibits to such documents). Requests for such documents should be directed to the
specified office of any Paying Agent or the specified office of the Listing Agent in Luxembourg (the
``Luxembourg Listing Agent'').
SUPPLEMENTS TO THIS OFFERING MEMORANDUM
The Issuer has undertaken, in connection with the listing of the Notes on the Luxembourg Stock
Exchange, that so long as any Notes remain outstanding and are listed on the Luxembourg Stock Exchange,
if there shall occur any adverse change in the business or financial position of the Issuer or any change in the
information set out under ``Terms and Conditions of the Notes'', that is material in the context of issuance
under the Programme, the Issuer will either prepare an amendment or supplement to this Offering
Memorandum or publish a new Offering Memorandum, for use in connection with any subsequent issue by
the Issuer of Notes to be listed on the Luxembourg Stock Exchange.
4

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is qualified in its entirety by the remainder
of this Offering Memorandum. Words and expressions defined in ``Forms of the Notes'' or ``Terms and
Conditions of the Notes'' below shall have the same meanings in this summary.
Issuer:
Citigroup Inc.
Arranger:
Citigroup Global Markets Limited
Dealers:
Citigroup Global Markets Limited and any other Dealer appointed from
time to time by the Issuer either generally in respect of the Programme
or in relation to a particular Tranche of Notes.
Fiscal Agent:
Citibank, N.A.
Luxembourg Listing Agent:
Dexia Banque Internationale `a Luxembourg
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or
any other stock exchange as may be agreed between the Issuer and the
relevant Dealer and specified in the relevant Pricing Supplement or may
be unlisted.
Clearing Systems:
Euroclear and/or Clearstream Banking, soci´et´e anonyme, Luxembourg
(``Clearstream, Luxembourg'') and/or, in relation to any Tranche of
Notes, any other clearing system as may be specified in the relevant
Pricing Supplement.
Initial Programme Amount:
Up to U.S.$35,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will
all possess identical terms, except that, inter alia, the issue date and the
amount of the first payment of interest may be different for different
Tranches. The Notes of each Tranche will all be subject to identical
terms in all respects save that a Tranche may comprise Notes of
different denominations.
Method of issue:
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in Series having one or more issue dates on terms
otherwise identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended to be
fungible with all other Notes of that Series. Each Series may be issued
in Tranches on the same or different issue dates. The specific terms of
each Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the issue date,
issue price, first payment of interest and principal amount of the
Tranche, will be identical to the terms of other Tranches of the same
Series) will be set out in a Pricing Supplement.
Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes will
initially be in the form of a Temporary Global Note. Each Temporary
Global Note will be deposited on or around the relevant issue date with
a depositary or a common depositary for Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system or delivered
outside a clearing system, as agreed by the Issuer and the relevant
Dealer. Each Temporary Global Note will be exchangeable for a
Permanent Global Note or, if so specified in the relevant Pricing
Supplement, for Definitive Notes on or after the date (the ``Exchange
Date'') which is the first day following the later of (x) 40 days after the
later of the commencement of the offering of Notes of the relevant
Tranche and the date of issue thereof (the ``Initial Distribution
Compliance Period'') and (y) if either the commencement of the
offering of Notes of any other Tranche of the same Series or the date of
5

issue thereof falls within the Initial Distribution Compliance Period,
40 days after the later of the commencement of the offering of such
Tranche and the date of issue thereof, in each case only upon
certification as to non-U.S. beneficial ownership. Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with its
terms. Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.
Currencies:
Notes may be denominated in U.S. dollars, Euro and any other currency
or currencies, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect of
Notes may, subject to such compliance, be made in and/or linked to, any
currency or currencies other than the currency in which such Notes are
denominated.
Status of the Notes:
Notes may be issued on a subordinated or unsubordinated basis, as
specified in the relevant Pricing Supplement, all as described in ``Terms
and Conditions of the Notes''. Unless otherwise specified in the Pricing
Supplement relating to any series of Subordinated Notes, payment of
principal of the Subordinated Notes may be accelerated only in the case
of the bankruptcy and insolvency of the Issuer. See Condition 4(b)
(Status -- Status of Subordinated Notes).
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Pricing Supplement.
Maturities:
Notes may be issued with any maturity of nine months or more, subject,
in relation to specific currencies, to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Pricing Supplement. Notes may also be redeemable in two or
more instalments on such dates and in such manner as may be specified
in the relevant Pricing Supplement.
Notes specified as exchangeable Notes in the relevant Pricing Supple-
ment (``Exchangeable Notes'') may be convertible into or exchangeable
or exercisable for or payable in, among other things, other securities,
instruments, contracts, currencies, commodities or other forms of
property, rights or interests or any combination thereof (``Deliverable
Assets''). An investment in an Exchangeable Note which may be
exchangeable or convertible into or exercisable for or payable in
Deliverable Assets may entail significant risks that are not associated
with a similar investment in a debt instrument that has a fixed principal
amount, is denominated in U.S. dollars and bears interest at either a
fixed rate or a floating rate determined by reference to published interest
rate references. The risks of a particular Exchangeable Note will depend
on the terms of such Note but may include, without limitation, the
possibility of significant changes in the prices of securities, currencies,
intangibles, goods, articles or commodities or of other objective price,
economic or other measures making up the Deliverable Assets. Such
risks generally depend on factors over which the Issuer has no control
and which cannot readily be foreseen, such as economic and political
events and the supply of and demand for the Deliverable Assets. In
recent years, currency exchange rates and prices for various types of
assets which may comprise the Deliverable Assets for a particular
Tranche of Exchangeable Notes have been highly volatile and such
volatility may be expected in the future. Fluctuation in prices that have
occurred in the past are not necessarily indicative, however, of
fluctuations that may occur during the term of an Exchangeable Note.
6

The relevant Pricing Supplement will specify the terms of such
Exchangeable Notes.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent
(if at all) specified in the relevant Pricing Supplement.
Tax Redemption:
Notes will be subject to early redemption for tax reasons as described in
Condition 10(b) (Redemption and Purchase -- Redemption for tax
reasons).
Interest:
Notes may be interest-bearing or non-interest-bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate or be
index-linked. The method of calculating interest may vary between the
issue date and maturity date of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Negative Pledge:
The Senior Notes will have the benefit of a negative pledge as described
in Condition 5 (Negative Pledge).
Cross Default:
None.
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the United States of America, unless such
withholding is required by law. In that event, the Issuer will (except as
provided in Condition 12 (Taxation)) pay such additional amounts as
will result in the Noteholders receiving such amounts as they would
have received in respect of such Notes had no such withholding been
required. See ``Tax Redemption'' above.
Redenomination:
In respect of any Tranche of Notes, if the country of the Specified
Currency is, becomes, or announces its intention to become, a
Participating Member State, the Notes may be redenominated in Euro in
accordance with Condition 22 (Redenomination) if so specified in the
relevant Pricing Supplement.
Governing Law:
English law, except for the subordination provisions set out in
Condition 4(b) (Status -- Status of Subordinated Notes) which are
governed by New York law.
Enforcement of Notes in
Global Form:
In the case of Global Notes, individual investors' rights against the
Issuer will be governed by a Deed of Covenant dated 30 August 2004, a
copy of which will be provided free of charge, upon oral or written
request, for inspection at the Specified Office of the Fiscal Agent.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the United Kingdom and Japan, see ``Subscription and Sale''
below.
7

FORMS OF THE NOTES
Unless otherwise specified in the applicable Pricing Supplement, each Tranche of Notes will initially be
in the form of a temporary global note (the ``Temporary Global Note''), without interest coupons, which
will be deposited on or around the issue date of the relevant Tranche with a depositary or a common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') and/or
Clearstream Banking, soci´et´e anonyme, Luxembourg (``Clearstream, Luxembourg'') and/or any other
relevant clearing system or delivered outside a clearing system, as otherwise agreed by the Issuer and the
relevant Dealer. Any reference in this section ``Forms of the Notes'' to Euroclear and/or Clearstream,
Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or
alternative clearing system specified in the applicable Pricing Supplement.
Temporary Global Note exchangeable for Permanent Global Note
A Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global
note (the ``Permanent Global Note''), without interest coupons, not earlier than the Exchange Date (as
defined in ``Summary of the Programme -- Forms of Notes'') for the relevant Tranche of the Notes upon
certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global
Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In
addition, interest payments in respect of the Notes cannot be collected without such certification of non-
U.S. beneficial ownership.
Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent
Global Note, the Issuer shall procure (in the case of first exchange) the prompt delivery of such Permanent
Global Note to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an
increase in the principal amount of the Permanent Global Note in accordance with its terms against:
(i)
presentation and (in the case of final exchange) surrender of the Temporary Global Note at the
Specified Office of the Fiscal Agent; and
(ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
within 7 days of the bearer requesting such exchange.
The principal amount of the Permanent Global Note shall be equal to the aggregate of the principal
amounts specified in the certificates of non-U.S. beneficial ownership; provided, however, that in no
circumstances shall the principal amount of the Permanent Global Note exceed the initial principal amount of
the Temporary Global Note.
The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive form
(``Definitive Notes''):
(i)
on the expiry of any period of notice specified in the relevant Pricing Supplement;
(ii) at any time, if so specified in the relevant Pricing Supplement; or
(iii) if the relevant Pricing Supplement specifies ``in the limited circumstances described in the
Permanent Global Note'', then if (a) Euroclear or Clearstream, Luxembourg or any other relevant
clearing system is closed for business for a continuous period of 14 days (other than by reason of
legal holidays) or announces an intention permanently to cease business or (b) if principal in respect
of any Note of that Series is not paid when due or (c) with the consent of the Issuer.
Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure
the prompt delivery of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so
specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the principal amount
of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the
Permanent Global Note at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting
such exchange.
Temporary Global Note exchangeable for Definitive Notes
If the relevant Pricing Supplement specifies the form of Notes as being ``Temporary Global Note
exchangeable for Definitive Notes'', then the Notes will initially be in the form of a Temporary Global Note
which will be exchangeable, in whole or in part, for Definitive Notes not earlier than the Exchange Date (as
defined in ``Summary of the Programme -- Forms of Notes'') for the relevant Tranche of the Notes upon
8

certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected
without such certification of non-U.S. beneficial ownership.
Whenever the Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procure
the prompt delivery of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so
specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the initial principal
amount of the Temporary Global Note to the bearer of the Temporary Global Note against the surrender of
the Temporary Global Note at the Specified Office of the Fiscal Agent within 30 days of the bearer
requesting such exchange.
Exchange of Notes
Each exchange of an interest in a Temporary Global Note or Permanent Global Note as described above
will be made free of any charge to the bearer.
Terms and Conditions applicable to the Notes
The terms and conditions applicable to any Definitive Note will be endorsed on that Note and will
consist of the terms and conditions set out under ``Terms and Conditions of the Notes'' below and the
provisions of the relevant Pricing Supplement which supplement, amend and/or replace those terms and
conditions.
The terms and conditions applicable to any Note in global form will differ from those terms and
conditions that would apply to the Note were it in definitive form to the extent described under ``Summary of
Provisions Relating to the Notes while in Global Form'' below.
Legend concerning United States persons
Each Note (irrespective of whether it is in global form or definitive form) and any Coupons and Talons
appertaining thereto will bear a legend to the following effect:
``Any United States person who holds this obligation will be subject to limitations under the United
States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal
Revenue Code.''
The sections referred to in such legend provide that a United States person who holds a Note, Coupon or
Talon will generally not be allowed to deduct any loss realised on the sale, exchange or redemption of such
Note, Coupon or Talon and any gain (which might otherwise be characterised as capital gain) recognised on
such sale, exchange or redemption will be treated as ordinary income.
9

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as supplemented, amended and/or replaced
by the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under the
Programme. The terms and conditions applicable to any Note in global form will differ from those terms and
conditions which would apply to the Note were it in definitive form to the extent described under ``Summary
of Provisions Relating to the Notes while in Global Form'' below.
1.
Introduction
(a) Programme
Citigroup Inc. (the ``Issuer'') has established a Euro Medium-Term Note Programme (the ``Pro-
gramme'') for the issuance of up to U.S.$35,000,000,000 in aggregate principal amount of notes (the
``Notes'') outstanding at any one time.
(b) Pricing Supplement
Notes issued under the Programme are issued in series (each a ``Series'') and each Series may comprise
one or more tranches (each a ``Tranche'') of Notes. Each Tranche is the subject of a pricing supplement (the
``Pricing Supplement'') which supplements these terms and conditions (the ``Conditions''). The terms and
conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/
or replaced by the relevant Pricing Supplement. In the event of any inconsistency between these Conditions
and the relevant Pricing Supplement, the relevant Pricing Supplement shall prevail.
(c) Agency Agreement
The Notes are the subject of an amended and restated issue and paying agency agreement dated
30 August 2004 (as amended or supplemented from time to time, the ``Agency Agreement'') between the
Issuer, Citibank, N.A. as fiscal agent (the ``Fiscal Agent'', which expression includes any successor fiscal
agent appointed from time to time in connection with the Notes) and the paying agents named therein
(together with the Fiscal Agent, the ``Paying Agents'', which expression includes any successor or additional
paying agents appointed from time to time in connection with the Notes).
(d) The Notes
All subsequent references in these Conditions to ``Notes'' are to the Notes which are the subject of the
relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available during normal business
hours at the Specified Office of the Fiscal Agent and the Paying Agent in Luxembourg, the initial Specified
Offices of which are set out below.
(e) Summaries
Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to its
detailed provisions. Noteholders and the holders of the related interest coupons, if any, (the ``Cou-
ponholders'' and the ``Coupons'', respectively) are bound by, and are deemed to have notice of, all the
provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement are available for
inspection by Noteholders during normal business hours at the Specified Offices (as defined in the Agency
Agreement) of each of the Paying Agents, the initial Specified Offices of which are set out below.
2.
Interpretation
(a) Definitions
In these Conditions the following expressions have the following meanings:
``Accrual Yield'' has the meaning given in the relevant Pricing Supplement;
``Additional Business Centre(s)'' means the city or cities specified as such in the relevant Pricing
Supplement;
``Additional Financial Centre(s)'' means the city or cities specified as such in the relevant Pricing
Supplement;
``Business Day'' means:
(i)
in relation to any sum payable in Euro, a TARGET Settlement Day and a day on which commercial
banks and foreign exchange markets settle payments generally in each (if any) Additional Business
Centre; and
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