Exhibit 4.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of , 1998, by and among
Citicorp, a Delaware corporation ("Citicorp"), Travelers Group Inc., a Delaware
corporation to be renamed Citigroup Inc. ("Citigroup"), and Citibank, N.A., a
national banking association (the "Depositary").
WHEREAS, Citicorp and the Depositary are parties to the deposit
agreements identified on Schedule I (each a "Deposit Agreement"), each relating
to the series of preferred stock, without par value, of Citicorp identified on
Schedule I (the "Deposited Citicorp Stock");
WHEREAS, after the effective time (the "Effective Time") of the merger
of Citicorp with and into a subsidiary of Citigroup, each former share of each
series of Deposited Citicorp Stock will represent the right to receive one share
of the corresponding series of preferred stock, par value $1.00 per share, of
Citigroup identified on Schedule I (the "Deposited Citigroup Stock"); and
WHEREAS, upon the Effective Time, Citicorp desires to assign, and
Citigroup desires to assume, Citicorp's obligations, rights and interests under
the Deposit Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. As of the Effective Time, Citicorp hereby delegates its
obligations, and assigns all of its rights and interests, under each Deposit
Agreement to Citigroup.
2. As of the Effective Time, Citigroup hereby accepts and assumes all
of Citicorp's obligations, rights and interests pursuant to paragraph 1 hereof
and agrees that it shall be substituted for Citicorp under each Deposit
Agreement.
3. Promptly after the Effective Time, pursuant to each Deposit
Agreement, Citigroup shall deliver shares of the applicable series of Deposited
Citigroup Stock to the Depositary in exchange for the certificates formerly
representing the Deposited Citicorp Stock, whereupon the Deposited Citigroup
Stock will be the "Stock" for purposes of such Deposit Agreement.
4. This Agreement shall be governed by, and be construed in accordance
with, the laws of the State of New York, without regard to its conflicts of law
principles.
5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
6. The provisions of this Agreement shall take effect immediately upon
its execution and delivery by the parties hereto. Prior to the Effective Time,
either Citicorp or Travelers Group Inc. may terminate this Agreement upon
written notice to the other parties.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its authorized officer as of the date first above written.
CITICORP
By:
------------------------
Name:
Title:
TRAVELERS GROUP INC.
By:
------------------------
Name:
Title:
CITIBANK, N.A.,
as Depositary
By:
------------------------
Name:
Title:
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Schedule I
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Deposit
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Agreement
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Dated Deposited Citicorp Stock Deposited Citigroup Stock
----- ------------------------ -------------------------
May 2, 1994 Adjustable Rate Cumulative Adjustable Rate Cumulative
Preferred Stock, Series 18 Preferred Stock, Series Q
August 1, 1994 Adjustable Rate Cumulative Adjustable Rate Cumulative
Preferred Stock, Series 19 Preferred Stock, Series R
September 24, 1994 8.30% Noncumulative Preferred 8.30% Noncumulative Preferred
Stock, Series 20 Stock, Series S
February 15, 1995 8 1/2% Noncumulative Preferred 8 1/2% Noncumulative Preferred
Stock, Series 21 Stock, Series T
May 19, 1995 7 3/4% Cumulative Preferred Stock, 7 3/4% Cumulative Preferred Stock,
Series 22 Series U
December 22, 1995 Fixed/Adjustable Rate Cumulative Fixed/Adjustable Rate Cumulative
Preferred Stock, Series 23 Preferred Stock, Series V
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