Capital
      Replacement Covenant,
      dated
      as of March 6, 2007 (this “Covenant”),
      by
      Citigroup Inc., a Delaware corporation (the “Corporation”),
      in
      favor of, and for the benefit of, each Covered Debtholder (as defined
      below).

     

    Recitals

     

    A. On
      the
      date hereof, the Corporation is issuing $1,000,500,000 aggregate principal
      amount of its 6.35% Junior Subordinated Deferrable Interest Debentures due
      March
      15, 2067 (the “Notes”)
      to
      Citigroup Capital XVII, a Delaware statutory trust (the “Trust”).

     

    B. On
      the
      date hereof, the Trust is issuing $1,000,000,000 aggregate liquidation amount
      of
      its 6.35% Enhanced Trust Preferred Securities (the “Enhanced
      TRUPS”(R)1 
      and,
      together with the Notes, the “Securities”).

     

    C. This
      Covenant is the “Capital Replacement Covenant” referred to in the Prospectus,
      dated February 27, 2007, relating to the Enhanced TRUPS
      (the
“Prospectus”).

     

    D. The
      Corporation is entering into this Covenant and disclosing the content of this
      Covenant in the manner provided below with the intent that the covenants
      provided for in this Covenant be enforceable by each Covered Debtholder and
      that
      the Corporation be estopped from disregarding the covenants in this Covenant,
      in
      each case to the fullest extent permitted by applicable law.

     

    E. The
      Corporation acknowledges that reliance by each Covered Debtholder upon the
      covenants in this Covenant is reasonable and foreseeable by the Corporation
      and
      that, were the Corporation to disregard its covenants in this Covenant, each
      Covered Debtholder would have sustained an injury as a result of its reliance
      on
      such covenants.

     

    NOW,
      THEREFORE,
      the
      Corporation hereby covenants and agrees as follows in favor of and for the
      benefit of each Covered Debtholder.

     

    SECTION
      1. Definitions.
      Capitalized
      terms used in this Covenant (including the Recitals) have the meanings set
      forth
      in Schedule I hereto.

     

    SECTION
      2. Limitation
      on Redemption and Purchase of Notes. The
      Corporation hereby promises and covenants to, and for the benefit of, each
      Covered Debtholder that the Corporation shall not, and shall cause its
      Subsidiaries, including the Trust, not to, repay, redeem or purchase all or
      any
      part of the Securities before the Termination Date except to the extent that
      (a) the total amount repaid or the redemption or purchase price is equal to
      or less than the sum of the following amounts:

     

    _______________

    
      	
              1 

            	
              TruPS®
                is a registered service mark of Citigroup Global Markets Inc. Citigroup
                Global Markets Inc. has applied for patent protection for the Enhanced
                TruPS®
                structure described in the prospectus dated February 27, 2007 with
                respect
                to the Enhanced TruPS.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) the
      Applicable
      Percentage of the aggregate amount of (a) net cash proceeds received by the
      Corporation or its Subsidiaries from the sale of Common Stock and rights to
      acquire Common Stock to Persons that are not Subsidiaries of the Corporation,
      (b) the Market Value of any Common Stock that the Corporation or its
      Subsidiaries have delivered as consideration for property or assets in an arms
      length transaction and (c) the Market Value of any Common Stock that the
      Corporation and its Subsidiaries have issued to Persons other than the
      Corporation and its Subsidiaries in connection with the conversion of any
      convertible or exchangeable securities, other than securities for which the
      Corporation or any of its Subsidiaries has received equity credit from any
      NRSRO, in each case since the most recent Measurement Date (without double
      counting proceeds received in any prior Measurement Period); plus 

     

    (ii)
      100%
      of the aggregate net cash proceeds received by the Corporation or its
      Subsidiaries since the most recent Measurement Date (without double counting
      proceeds received in any prior Measurement Period) from the sale of Mandatorily
      Convertible Preferred Stock, Debt Exchangeable for Equity and Qualifying Capital
      Securities to Persons that are not Subsidiaries of the Corporation;

     

    and
      (b)
      the Corporation has obtained the prior concurrence or approval of the Federal
      Reserve (which includes the Board of Governors of the Federal Reserve System
      and
      the Federal Reserve Bank of New York, or its successor as the Corporation’s
      primary federal banking regulator) if such concurrence or approval is then
      required under the Federal Reserve’s capital rules. For the avoidance of doubt,
      persons covered by the Corporation’s dividend reinvestment plan and employee
      benefit plans shall be deemed not to be Subsidiaries of the Corporation for
      purposes of this Section 2; provided, however that the provisions of this
      Section 2 shall not apply to (i) the purchase of the Securities or any portion
      thereof in connection with the distribution thereof or (ii) purchases of
      the Securities or any portion thereof by Affiliates of the Corporation in
      connection with market-making or other secondary-market activities; and provided
      further that the provisions of this Section 2 shall not apply to any
      distribution of the Notes to holders of the Enhanced TruPS
      upon a
      dissolution of the Trust. This Covenant shall apply in the case of a discharge
      and defeasance under the indenture relating to the Notes as if it were a
      purchase.

     

    SECTION
      3. Covered
      Debt 

     

    (a)
      The
      Corporation represents and warrants that the Initial Covered Debt is Eligible
      Debt.

     

    (b)(i) On
      the
      Redesignation Date or during the 30-day period immediately preceding the
      Redesignation Date with respect to the then-effective Covered Debt, the
      Corporation shall identify the series of Eligible Debt that will become the
      Covered Debt on and after such Redesignation Date in accordance with the
      following procedures:

     

    (A) the
      Corporation shall identify each series of its then-outstanding long-term
      indebtedness for money borrowed that is Eligible Debt;

     

    (B) if
      only
      one series of the Corporation’s then-outstanding long-term indebtedness for
      money borrowed is Eligible Debt, such series shall become the Covered Debt
      on
      the related Redesignation Date;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (C) if
      the
      Corporation has more than one outstanding series of long-term indebtedness
      for
      money borrowed that is Eligible Debt, then the Corporation shall identify the
      series that has the latest occurring final maturity date as of the date the
      Corporation is applying the procedures in this Section 3(b) and such series
      shall become the Covered Debt on the related Redesignation Date;

     

    (D) the
      series of outstanding long-term indebtedness for money borrowed that is
      determined to be Covered Debt pursuant to clause (B) or (C) above shall be
      the
      Covered Debt for purposes of this Covenant for the period commencing on the
      related Redesignation Date and continuing to, but not including, the
      Redesignation Date as of which a new series of outstanding long-term
      indebtedness is next determined to be the Covered Debt pursuant to the
      procedures set forth in this Section 3(b); and

     

    (E) in
      connection with such identification of a new series of Covered Debt, the
      Corporation shall give the notice provided for in Section 4 within the time
      frame provided for in such section.

     

    SECTION
      4. Notice.
      In
      order to give effect to the intent of the Corporation described in Recital
      D,
      the Corporation covenants that:

     

    (a) simultaneous
      with the execution of this Covenant or as soon as practicable after the date
      hereof, it shall (i) give notice to the Holders of the Initial Covered
      Debt, in the manner provided in the indenture relating to the Initial Covered
      Debt, of this Covenant and the rights granted to such Holders hereunder and
      (ii) file a copy of this Covenant with the Commission as an exhibit to a
      Current Report on Form 8-K under the Exchange Act;

     

    (b) so
      long
      as the Corporation is a reporting company under the Exchange Act, the
      Corporation will include in each annual report filed with the Commission on
      Form
      10-K under the Exchange Act a description of the covenant set forth in
      Section 2;

     

    (c) within
      30
      days after a series of the Corporation’s long-term indebtedness for money
      borrowed (1) becomes Covered Debt or (2) ceases to be Covered Debt, the
      Corporation will give notice of such occurrence to the holders of such long-term
      indebtedness for money borrowed in the manner provided for in the indenture,
      fiscal agency agreement or other contract or instrument under which such
      long-term indebtedness for money borrowed was issued and, thereafter, publicly
      announce such occurrence (a) in a Current Report on Form 8-K under the
      Exchange Act which either describes this Covenant and incorporates this Covenant
      by reference to a previously filed exhibit to a Current Report on Form 8-K
      or
      includes a copy of this Covenant, and (b) in the Corporation’s quarterly
      report on Form 10-Q or the Corporation’s annual report on Form 10-K,
      as applicable (or any successor to such forms), that immediately follows the
      public announcement; 

     

    (d) if,
      and
      only if, the Corporation ceases to be a reporting company under the Exchange
      Act, the Corporation will post on its website the information otherwise required
      to be included in Exchange Act filings pursuant to clauses (b) and (c) of this
      Section 4; and

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (e) promptly
      upon request by any Holder of Covered Debt, the Corporation will provide such
      Holder with a conformed copy of the executed version of this
      Covenant.

     

    SECTION
      5. Term.
      (a)  The
      obligations of the Corporation pursuant to this Covenant shall remain in full
      force and effect until the earliest date (the “Termination
      Date”)
      to
      occur of (1) the date, if any, on which the Holders of a majority by principal
      amount of the then-effective Covered Debt consent or agree, as evidenced by
      a
      resolution of a meeting of the Holders or otherwise in writing, to the
      elimination of such obligations as covenants in favor of such Holders, (2)
      the
      date on which the Corporation has no outstanding Eligible Subordinated Debt
      or
      Eligible Senior Debt (in each case without giving effect to the rating
      requirement in clause (ii) of the definition of each such term) and (3) March
      15, 2057. From and after the Termination Date, the obligations of the
      Corporation pursuant to this Covenant shall be of no further force or
      effect.

     

    (b) For
      purposes of Section 5(a)(1) and Section 6, the Holders whose consent or
      agreement is required to terminate the covenants in Section 2 or to amend or
      supplement the obligations of the Corporation under this Covenant shall be
      the
      Holders of the then-effective Covered Debt as of a record date established
      by
      the Corporation that is not more than 45 days prior to the date on which the
      Corporation proposes that such termination, amendment or supplement becomes
      effective.

     

    SECTION
      6. Amendments.
      This
      Covenant may be amended or supplemented by a written instrument signed by the
      Corporation with the consent of the Holders of a majority by principal amount
      of
      the then-effective Covered Debt; provided
      that no
      consent shall be required if (i) the effect of such amendment or supplement
      is solely to impose additional restrictions on the ability of the Corporation
      to
      repay, redeem or purchase Securities in any circumstance, (ii) such amendment
      eliminates: 

     

    (1) Common
      Stock,

     

    (2) rights
      to
      acquire Common Stock or

     

    (3) Mandatorily
      Convertible Preferred Stock,

     

    as
      a
      security or securities covered by clause (i) or (ii), as applicable, of Section
      2(a) and the Corporation has been advised in writing by a nationally recognized
      independent accounting firm that there is more than an insubstantial risk that
      the failure to do so would result in a reduction in the Corporation’s earnings
      per share as calculated for financial reporting purposes or (iii) such
      amendment or supplement would not adversely affect Holders of the then-effective
      Covered Debt and an officer of the Corporation has delivered a written
      certificate to the Holders of the then-effective Covered Debt in the manner
      provided for in the indenture, fiscal agency agreement or other instrument
      with
      respect to such Covered Debt stating that, in his or her determination, such
      amendment or supplement would not adversely affect the Holders of the
      then-effective Covered Debt.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    SECTION
      7. Miscellaneous.
      (a)  This
      Covenant shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    (b) This
      Covenant shall be binding upon the Corporation and its successors and assigns
      and shall inure to the benefit of the Covered Debtholders as they exist from
      time to time (it being understood and agreed by the Corporation that any Person
      who is a Covered Debtholder at the time such Person acquires or holds Covered
      Debt shall retain its status as a Covered Debtholder for so long as the series
      of long-term indebtedness for borrowed money owned by such Person is Covered
      Debt and, if such Person initiates a claim or proceeding to enforce its rights
      under this Covenant after the Corporation has violated its covenants in
      Section 2 and before the series of long-term indebtedness for money
      borrowed held by such Person is no longer Covered Debt, such Person’s rights
      under this Covenant shall not terminate by reason of such series of long-term
      indebtedness for money borrowed no longer being Covered Debt).

     

    (c) All
      demands, notices, requests and other communications to the Corporation under
      this Covenant shall be deemed to have been duly given and made if in writing
      and
      (i) if served by personal delivery upon the Corporation, on the day so delivered
      (or, if such day is not a Business Day, the next succeeding Business Day),
      (ii)
      if delivered by registered post or certified mail, return receipt requested,
      or
      sent by a national or international courier service, on the date of receipt
      (or,
      if such date of receipt is not a Business Day, the next succeeding Business
      Day), or (iii) if sent by telecopier, on the day telecopied, or if not a
      Business Day, the next succeeding Business Day; provided
      that the
      telecopy is promptly confirmed by telephone confirmation thereof, in each case
      to the Corporation at the address set forth below, or at such other address
      as
      the Corporation may thereafter notify to Covered Debtholders or post on the
      Corporation’s website as the address for notices under this
      Covenant:

     

    Citigroup
      Inc.

    399
      Park
      Avenue

    New
      York,
      New York 10043

    (212)
      599-1000

    Attention:
      Assistant Treasurer

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Covenant to be executed by its duly authorized
      officer, as of the day and year first above written.

     

    
      	 	 	 
	 	CITIGROUP
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Charles E. Wainhouse
	 	
              
Name:
              Charles E. Wainhouse
	 	Title:
              Assistant Treasurer


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DEFINITIONS

     

    “Affiliate”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, “control” when used with respect to
      any specified Person means the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

     

    “Applicable
      Percentage”
means,
      in respect of any sale of Common Stock or rights to acquire Common Stock (a)
      133% with respect to any repayment, redemption or purchase on or prior to March
      15, 2017 and (b) 200% with respect to any repayment, redemption or purchase
      after March 15, 2017 and prior to March 15, 2057.

     

    “Business
      Day”
means
      any day that is not a Saturday or Sunday and that is not day on which banking
      institutions generally in the City of New York are authorized or obligated
      by
      law or executive order to be closed. 

     

    “Capital
      Replacement Covenant”
means,
      as to any security or combination of securities, a covenant made by the
      Corporation, substantially similar to this Covenant, to the effect that the
      Corporation will redeem or purchase such securities prior to their maturity
      only
      if and to the extent that the total redemption or purchase price is equal to
      or
      less than a specified percentage of the proceeds received by the Corporation
      or
      by a Subsidiary of the Corporation during the six-month period prior to the
      applicable redemption or purchase date from the sale of common stock, rights
      to
      acquire common stock, mandatorily convertible preferred stock, debt exchangeable
      for equity and qualifying capital securities, each as defined therein, and
      that
      the Corporation has reasonably determined, after consultation with counsel,
      that
      such covenant is binding on the Corporation for the benefit of one or more
      series of the Corporation’s long-term indebtedness for money
      borrowed.

     

    “Covenant”
has
      the
      meaning specified in the introduction to this instrument.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      common stock of the Corporation (including treasury shares of common stock
      and
      shares of common stock sold pursuant to the Corporation’s dividend reinvestment
      plan and employee benefit plans).

     

    “Corporation”
means
      the Person named as the “Corporation” in the first paragraph of this Covenant,
      until a successor corporation shall have become such, and thereafter
“Corporation” shall mean such successor corporation.

     

    “Covered
      Debtholder”
means
      each Person (whether a Holder or a beneficial owner holding through a
      participant in a clearing agency) that buys or holds long-term indebtedness
      for
      money borrowed of the Corporation during the period that such long-term
      indebtedness for money borrowed is Covered Debt.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    “Covered
      Debt”
means
      (i) at the date of this Covenant and continuing to, but not including, the
      first
      Redesignation Date, the Initial Covered Debt and (ii) thereafter,
      commencing with each Redesignation Date and continuing to but not including
      the
      next succeeding Redesignation Date, the Eligible Debt identified pursuant to
      Section 3(b) as the Covered Debt for such period.

     

    “Debt
      Exchangeable for Equity”
means
      a
      security (or combination of securities) that: 

     

    (i) gives
      the
      holder a beneficial interest in (a) the most junior subordinated debt of the
      Corporation (or debt that is pari
      passu
      with the
      most junior subordinated debt of the Corporation), interest on which may be
      deferred for five years or more and, commencing with the date two years after
      the beginning of an interest deferral period, will be paid pursuant to a New
      Equity Settlement, and (b) a fractional interest in a stock purchase contract
      for a share of Qualifying Non-Cumulative Perpetual Preferred Stock (such stock
      is referred to in this definition as “Exchange
      Stock”);
      

     

    (ii) provides
      that the holders directly or indirectly grant to the Corporation a security
      interest in such junior subordinated debt securities and their proceeds
      (including any substitute collateral permitted under the transaction documents)
      to secure the holders’ direct or indirect obligation to purchase Exchange Stock
      pursuant to such stock purchase contract;

     

    (iii) includes
      a remarketing feature pursuant to which the subordinated debt of the Corporation
      is remarketed to new investors within five years from the date of issuance
      of
      the security or earlier in the event of an early settlement event based on
      (a) the capital ratios of the Corporation, (b) the capital ratios of
      the Corporation as anticipated by the Federal Reserve, or (c) the dissolution
      of
      the issuer of such Debt Exchangeable for Equity; 

     

    (iv) provides
      for the proceeds raised in the remarketing to be used to purchase Exchange
      Stock
      and, if there has not been a successful remarketing by the first Distribution
      Date that is six years after the date of issuance of the Debt Exchangeable
      for
      Equity, provides that the stock purchase contracts will be settled by Citigroup
      foreclosing on its subordinated debt securities or other collateral directly
      or
      indirectly pledged by investors in the Debt Exchangeable for
      Equity;

     

    (v) includes
      a Capital Replacement Covenant or an Other Qualifying Capital Replacement
      Covenant, provided that such Capital Replacement Covenant or Other Qualifying
      Capital Replacement Covenant will apply to such security (or combination of
      securities) and to the Exchange Stock and will not include Debt Exchangeable
      for
      Equity in the definition of “qualifying capital securities;” and 

     

    (vi) after
      the
      issuance of such Exchange Stock, provides the holder of the security with a
      beneficial interest in such Exchange Stock.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Distribution
      Date”
means,
      as to any securities or combination of securities, the dates on which periodic
      Distributions on such securities are scheduled to be made.

     

    “Distribution
      Period”
means,
      as to any securities or combination of securities, each period from and
      including a Distribution Date for such securities to but not including the
      next
      succeeding Distribution Date for such securities.

     

    “Distributions”
means,
      as to a security or combination of securities, dividends, interest payments
      or
      other income distributions to the holders thereof that are not Subsidiaries
      of
      the Corporation.

     

    “Eligible
      Debt”
means,
      at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt
      is
      then outstanding, Eligible Senior Debt.

     

    “Eligible
      Senior Debt”
means,
      at any time in respect of any issuer, each series of outstanding long-term
      indebtedness for money borrowed of such issuer that: 

     

    (i) upon
      a
      bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most
      senior among the issuer’s then outstanding classes of indebtedness for money
      borrowed;

     

    (ii) is
      then
      assigned a rating by at least one NRSRO (provided that this clause shall apply
      on a Redesignation Date only if on such date the issuer has outstanding senior
      long-term indebtedness for money borrowed that satisfies the requirements of
      clauses (i), (iii) and (iv) that is then assigned a rating by at least one
      NRSRO); 

     

    (iii) has
      an
      outstanding principal amount of not less than $100,000,000; and 

     

    (iv) was
      issued through or with the assistance of a commercial or investment banking
      firm
      or firms acting as underwriters, initial purchasers or placement or distribution
      agents. 

     

    For
      purposes of this definition as applied to securities with a CUSIP number, each
      issuance of long-term indebtedness for money borrowed that has (or, if such
      indebtedness is held by a trust or other intermediate entity established
      directly or indirectly by the issuer, the securities of such intermediate entity
      that have) a separate CUSIP number shall be deemed to be a series of the
      issuer’s long-term indebtedness for money borrowed that is separate from each
      other series of such indebtedness.

     

    “Eligible
      Subordinated Debt”
means,
      at any time in respect of any issuer, each series of the issuer’s
      then-outstanding long-term indebtedness for money borrowed that:

     

    (i) upon
      a
      bankruptcy, liquidation, dissolution or winding up of the issuer, ranks
      subordinate to the issuer’s then-outstanding most senior series of indebtedness
      for money borrowed;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (ii) is
      then
      assigned a rating by at least one NRSRO (provided that this clause (ii) shall
      apply on a Redesignation Date only if on such date the issuer has outstanding
      subordinated long-term indebtedness for money borrowed that satisfies the
      requirements in clauses (i), (iii) and (iv) that is then assigned a rating
      by at
      least one NRSRO);

     

    (iii) has
      an
      outstanding principal amount of not less than $100,000,000; and

     

    (iv) was
      issued through or with the assistance of a commercial or investment banking
      firm
      or firms acting as underwriters, initial purchasers or placement or distribution
      agents.

     

    For
      purposes of this definition as applied to securities with a CUSIP number, each
      issuance of long-term indebtedness for money borrowed that has (or, if such
      indebtedness is held by a trust or other intermediate entity established
      directly or indirectly by the issuer, the securities of such intermediate entity
      that have) a separate CUSIP number shall be deemed to be a series of the
      issuer’s long-term indebtedness for money borrowed that is separate from each
      other series of such indebtedness.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934 or any statute successor thereto, in each
      case as amended from time to time. 

     

    “Holder”
means,
      as to the Covered Debt then in effect, each holder of such Covered Debt as
      reflected on the securities register maintained by or on behalf of the
      Corporation with respect to such Covered Debt.

     

    “Initial
      Covered Debt”
means
      the Corporation’s junior subordinated debt securities underlying the 6.00%
      Capital Securities (TruPS(R))
      issued
      by Citigroup Capital XI (CUSIP: 17307Q205).

     

    “Intent-Based
      Replacement Disclosure”
      means,
      as to any security or combination of securities, that the issuer has publicly
      stated its intention, either in the prospectus or other offering document under
      which such securities were initially offered for sale or in filings with the
      Commission made by the issuer under the Exchange Act prior to or
      contemporaneously with the issuance of such securities, that the issuer will
      redeem or purchase such securities only with the proceeds of securities that
      have equity-like characteristics at the time of redemption or purchase that
      are
      the same as or more equity-like than the securities then being redeemed or
      purchased, raised within 180 days prior to the applicable redemption or purchase
      date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure”
in the definitions of “Qualifying Capital Securities” and “Qualifying
      Non-Cumulative Perpetual Preferred Stock,” the requirement in each such
      definition that a particular security or the related transaction documents
      include Intent-Based Replacement Disclosure shall be disregarded and given
      no
      force or effect for so long as the Corporation is a financial holding company
      or
      a bank holding company within the meaning of the Bank Holding Company Act of
      1956, as amended.

     

    “Mandatorily
      Convertible Preferred Stock”
means
      cumulative preferred stock with (a) no prepayment obligation on the part of
      the
      issuer thereof, whether at the election of the holders or otherwise, and (b)
      a
      requirement that the preferred stock converts, within three years from the
      date
      of its issuance, into a number of shares of Common Stock within a pre-determined
      range established at the time of issuance of the preferred stock. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Mandatory
      Trigger Provision”
means,
      as to any security or combination of securities, a provision in the terms
      thereof or of the related transaction agreements that (i) requires the issuer
      of
      such security or combination of securities or, in the case of Non-Cumulative
      Preferred Stock only, permits such issuer, to make payment of Distributions
      on
      such securities pursuant to a New Equity Settlement within two years of a
      failure to satisfy one or more financial tests set forth in the terms of such
      securities or related transaction agreements, provided that such securities
      include a Share Buy-Back Covenant; (ii) to the extent that the issuer of such
      security or combination of securities has not made payment of Distributions
      on
      such securities pursuant to a New Equity Settlement pursuant to clause (i),
      requires the issuer of such security or combination of securities to defer
      Distributions on such securities if the Corporation fails to satisfy one or
      more
      financial tests set forth in the terms of such securities or related transaction
      agreements; (iii) provides that no remedy other than Permitted Remedies will
      arise in favor of the holders of such securities as a result of the issuer’s
      failure to pay Distributions because of the Mandatory Trigger Provision until
      Distributions have been deferred for one or more Distribution Periods that
      total
      together at least ten years; and (iv) provides that upon any liquidation,
      dissolution, winding up, reorganization or in connection with any insolvency,
      receivership or proceeding under any bankruptcy law with respect to the
      Corporation, the holders of such securities, except in the case of
      Non-Cumulative Preferred Stock, will not have a claim for Distributions that
      accumulate during a period in which the Corporation fails to satisfy one or
      more
      financial tests set forth in the terms of such securities or related transaction
      agreements that exceed 25% of the principal amount of such securities then
      outstanding. It is acknowledged that as of the date hereof, the Federal Reserve
      has not permitted a Mandatory Trigger Provision in any securities issued by
      a
      financial holding company or a bank holding company to be treated as Tier 1
      capital for that financial holding company or bank holding company.

     

    “Market
      Disruption Event” shall
      have the meaning given to it in the indenture relating to the relevant
      securities.

     

    “Market
      Value”
      with
      respect to Common Stock means, on any date, the closing sale price per share
      of
      Common Stock (or, if no closing sale price is reported, the average of the
      bid
      and ask prices or, if more than one in either case, the average of the average
      bid and the average ask prices) on that date as reported in composite
      transactions by the New York Stock Exchange or, if the Common Stock is not
      then
      listed on the New York Stock Exchange, as reported by the principal U.S.
      securities exchange on which the Common Stock is traded or quoted; if the Common
      Stock is not either listed or quoted on any U.S. securities exchange on the
      relevant date, the market price will be the average of the mid-point of the
      bid
      and ask prices for the Common Stock on the relevant date submitted by at least
      three nationally recognized independent investment banking firms selected by
      the
      Corporation for this purpose.

     

    “Measurement
      Date”
means,
      with respect to any repayment, redemption or purchase of junior subordinated
      debt securities or capital securities, the date six months prior to delivery
      of
      notice of such repayment or redemption or the date of such purchase.


     

    “Measurement
      Period”
      means
      the period from a Measurement Date to the related notice date or purchase date.
      Measurement Periods cannot run concurrently.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “New
      Equity Settlement”
means,
      with respect to any securities or combination of securities referred to in
      the
      definition of Qualifying Capital Securities or Debt Exchangeable for Equity,
      that such securities or related transaction agreements include a provision
      to
      the effect that, if the Corporation has exercised its rights to defer
      Distributions at its option pursuant to an Optional Deferral Provision or if
      any
      Mandatory Trigger Provision has become applicable, and such deferral continues
      beyond a specific date specified in such security, the Corporation shall, unless
      a Supervisory Event or a Market Disruption Event has occurred and is continuing,
      (a) use its commercially reasonable efforts to sell shares of its Common
      Stock or rights to acquire Common Stock, in an amount such that the net proceeds
      of such sale shall equal or exceed such Distributions and (b) apply the net
      proceeds of such sale, which must be raised within 180 days of the payment
      of
      such Distributions, to pay such Distributions in full; provided
      that:

     

    (i) for
      securities that contain (A) a No Payment Provision or (B) a Mandatory
      Trigger Provision that requires a New Equity Settlement following a deferral
      period greater than one year, limit the obligation of the Corporation to sell
      (or use commercially reasonable efforts to sell) Common Stock or rights to
      acquire Common Stock with respect to deferred Distributions during the first
      five years of any deferral period to: (x) an aggregate amount of such
      securities, the net proceeds from the issuance of which is not in excess of
      2%
      of the Corporations market capitalization or (y) an aggregate number of
      shares of Common Stock and rights to acquire a number of shares of Common Stock
      not in excess of 2% of the outstanding number of shares of Common Stock (within
      this definition, the amount in clause (x) or (y) is referred to as the
“Common
      Cap”);

     

    (ii) for
      purposes of the inclusion of this defined term in the definition of Debt
      Exchangeable for Equity, the Corporation may include Qualifying Non-Cumulative
      Perpetual Preferred Stock in clause (a) above; and

     

    (iii) the
      occurrence and continuation of a Supervisory Event may permit the Corporation
      to
      pay deferred Distributions with cash from any source without causing a breach
      of
      its obligations under the applicable indenture.

     

    If,
      due
      to a Market Disruption Event or Supervisory Event, the Corporation is able
      to
      raise and apply some, but not all, of the net proceeds necessary to pay all
      deferred Distributions on any Distribution Date, the Corporation will apply
      any
      available proceeds to pay accrued and unpaid Distributions on the applicable
      Distribution Date in chronological order; provided, however, that if the
      Corporation has outstanding more than one class or series of securities under
      which it is obligated to sell securities as described in clause (a) above and
      apply the net proceeds to the payment of deferred Distributions, then on any
      date and for any period the amount of net proceeds received by the Corporation
      from those sales and available for payment of deferred Distributions shall
      be
      applied to such securities on a pro rata basis in proportion to the total
      amounts that are due on such securities, up to any Common Cap or other similar
      limit then applicable to that series.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    “No
      Payment Provision”
      means a
      provision or provisions in the transaction documents for securities (referred
      to
      in this definition as “such securities”) that include the
      following:

     

    (i) a
      Share
      Buy-Back Covenant;

     

    (ii) an
      Optional Deferral Provision modified and supplemented from the general
      definition of that term to provide that the issuer of such securities may,
      in
      its sole discretion, defer in whole or in part payment of Distributions on
      such
      securities for one or more consecutive Distribution Periods of up to five years
      or, if a Market Disruption Event or Supervisory Event has occurred and is
      continuing, ten years, without any remedy other than Permitted Remedies;
      and

     

    (iii) a
      New
      Equity Settlement provision that applies upon the earlier of (a) deferral
      of Distributions for five consecutive years, or (b) the payment of current
      Distributions.

     

    “Non-Cumulative
      Preferred Stock”
means
      preferred stock of the Corporation or of a Subsidiary of the Corporation that
      (i) ranks pari
      passu
      with or
      junior to other preferred stock of the issuer, and (ii) the terms of which
      provide for Distributions that may be suspended by the Corporation for any
      number of distribution periods without any remedy arising by the terms of such
      stock or related transaction agreements in favor of the holders of such stock
      as
      a result of the stock issuer’s failure to pay Distributions, other than:
      (x) rights in favor of the holders thereof permitting such holders to elect
      one or more directors of the Corporation or a Subsidiary of the Corporation
      (including any such rights required by the listing requirements of any stock
      or
      securities exchange on which such stock may be listed or traded) and/or
      (y) prohibitions on the Corporation or a Subsidiary of the Corporation
      paying Distributions on or repurchasing Common Stock or other stock that ranks
      junior as to Distributions to such stock for so long as Distributions on such
      stock, including deferred distributions, have not been paid in full or to such
      lesser extent as may be specified in the terms of such stock.

     

    “NRSRO”
means
      a
      nationally recognized statistical rating organization within the meaning of
      Rule
      15c3-1(c)(2)(vi)(F) under the Exchange Act.

     

    “Optional
      Deferral Provision”
means,
      as to any security or combination of securities, a provision in the terms
      thereof or of the related transaction agreements that permits the Corporation,
      in its sole discretion, to defer in whole or in part payment of Distributions
      on
      such securities for one or more consecutive Distribution Periods of up to ten
      years without any remedy other than Permitted Remedies as a result of the
      Corporation’s failure to pay Distributions.

     

    “Other
      Qualifying Capital Replacement Covenant”
      means a
      capital replacement covenant, as identified by the Corporation’s Board of
      Directors acting in its reasonable discretion and reasonably construing the
      definitions and other terms of this Covenant, (i) entered into by a company
      that at the time it enters into such capital replacement covenant is a reporting
      company under the Exchange Act and (ii) that restricts the related issuer
      from repaying, redeeming or purchasing identified securities except to the
      extent of the applicable percentage of the net proceeds of specified replacement
      capital securities that have terms and provisions at the time of redemption
      or
      purchase that are as or more equity-like than the securities then being redeemed
      or purchased, raised within the six-month period prior to the applicable
      redemption or purchase date. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Permitted
      Remedies”
means,
      as to any security or combination of securities, prohibitions on the Corporation
      or a Subsidiary of the Corporation paying Distributions on or repurchasing
      Common Stock or other securities that rank as to Distributions pari
      passu
      with or
      junior to such securities for so long as Distributions on such securities,
      including deferred distributions, have not been paid in full or to such lesser
      extent as may be specified in the terms of such securities.

     

    “Person”
means
      any individual, corporation, partnership, joint venture, trust, limited
      liability company or corporation, unincorporated organization or government
      or
      any agency or political subdivision thereof.

     

    “Qualifying
      Capital Securities”
means
      securities (other than Common Stock, rights to acquire Common Stock, Mandatorily
      Convertible Preferred Stock and Debt Exchangeable for Equity) identified by
      the
      Corporation’s Board of Directors, acting in its reasonable discretion and
      reasonably construing the definitions and other terms of this Covenant, that
      meet one of the following criteria:

     

    (a)
      with
      respect to Securities that are redeemed or purchased after the date hereof
      and
      on or prior to March 15, 2017:

     

    (i)
      junior subordinated debt securities and guarantees issued by the Corporation
      with respect to trust preferred securities if the junior subordinated debt
      securities and guarantees (1) rank pari
      passu
      with or
      junior to the Notes upon the liquidation, dissolution or winding-up of the
      Corporation, (2) include a New Equity Settlement provision, (3) have
      no maturity or a maturity of at least 60 years, (4) include a Share
      Buy-Back Covenant and (5) (x) are subject to a Capital Replacement Covenant
      or to an Other Qualifying Capital Replacement Covenant and have an Optional
      Deferral Provision and a No Payment Provision or (y) have a Mandatory
      Trigger Provision, an Optional Deferral Provision and Intent-Based Replacement
      Disclosure; 

     

    (ii)
      Qualifying Non-Cumulative Perpetual Preferred Stock; or

     

    (iii)
      securities issued by the Corporation or its Subsidiaries that (1) rank pari
      passu with or junior to the Notes upon the liquidation, dissolution or
      winding-up of the Corporation, (2) have no maturity or a maturity of at
      least 40 years, (3) are subject to a Capital Replacement Covenant or to an
      Other Qualifying Capital Replacement Covenant and (4) have a Mandatory
      Trigger Provision and an Optional Deferral Provision;

     

    (b)
      with
      respect to Securities that are redeemed or purchased after
      [    ], 2017 and on or prior to March 15, 2037:

     

    (i)
      securities described in paragraph (a) of this definition;

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (ii)
      Non-Cumulative Preferred Stock having either:

     

    (A)
      (1)
      no maturity or a maturity of at least 60 years and (2) Intent-Based Replacement
      Disclosure; or 

     

    (B)
      (1)
      maturity of at least 40 years and (2) either (x) a Capital Replacement Covenant
      or an Other Qualifying Capital Replacement Covenant or (y) a Mandatory
      Trigger Provision, Intent-Based Replacement Disclosure and an Optional Deferral
      Provision;

     

    (iii)
      securities that (A) rank senior to the Notes and junior to the Corporation’s
      senior subordinated debt qualifying as Tier 2 capital under the risk based
      capital adequacy guidelines of the Board of Governors of the Federal Reserve
      Bank upon a liquidation, dissolution or winding up of the Corporation, (B)
      have
      a maturity, if any, of at least 60 years, and (C) have a Mandatory Trigger
      Provision, an Optional Deferral Provision and Intent-Based Replacement
      Disclosure;

     

    (iv)
      cumulative preferred stock issued by the Corporation or any Subsidiary
      with

     

    (A)
      no
      prepayment obligation on the part of the issuer thereof, whether at the election
      of the holders or otherwise, and 

     

    (B)
      (1)
      no maturity or a maturity of at least 60 years and (2) a Capital Replacement
      Covenant or an Other Qualifying Capital Replacement Covenant; or

     

    (v)
      other
      securities that:

     

    (A)
      rank
      upon a liquidation, dissolution or winding-up of the Corporation either
      (1) pari
      passu
      with or
      junior to the Notes or (2) pari
      passu
      with the
      claims of the Corporation’s trade creditors and junior to all of the
      Corporation’s long-term indebtedness for money borrowed (other than the
      Corporation’s long-term indebtedness for money borrowed from time to time
      outstanding that by its terms ranks pari
      passu
      with
      such securities on a liquidation, dissolution or winding-up of the Corporation);
      and

     

    (B)
      (1)
      have a maturity, if any, of at least 60 years, an Optional Deferral Provision
      and a Capital Replacement Covenant or an Other Qualifying Capital Replacement
      Covenant and may include New Equity Settlement provisions, or (2) include
      New Equity Settlement provisions and either (x) have a maturity, if any, of
      at least 40 years and have Intent-Based Replacement Disclosure, a Mandatory
      Trigger Provision and an Optional Deferral Provision, or (y) have a
      maturity, if any, of at least 25 years, a Mandatory Trigger Provision , an
      Optional Deferral Provision and a Capital Replacement Covenant or an Other
      Qualifying Capital Replacement Covenant; and

     

    (c)
      with
      respect to Securities that are redeemed after March 15,
      2037
      and
      prior to the Termination Date:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    (i)
      securities described in paragraphs (a) or (b) of this definition;

    


    (ii)
      cumulative preferred stock issued by the Corporation or any Subsidiary having
      either (1) a maturity, if any, of at least 60 years and Intent-Based Replacement
      Disclosure or (2) a maturity of at least 40 years and a Capital Replacement
      Covenant or an Other Qualifying Capital Replacement Covenant; 

    


    (iii)
      securities that (A) rank senior to the Notes and junior to the Corporation’s
      senior subordinated debt upon a liquidation, dissolution or winding up of the
      Corporation, and (B) have a maturity, if any, of at least 40 years and
      Intent-Based Replacement Disclosure, a Mandatory Trigger Provision and an
      Optional Deferral Provision; or

    


    (iv)
      other securities that:

     

    (A)
      rank
      upon a liquidation, dissolution or winding-up of the Corporation either
      (1) pari
      passu
      with or
      junior to the Notes or (2) pari
      passu
      with the
      claims of the Corporation’s trade creditors and junior to all of the
      Corporation’s long-term indebtedness for money borrowed (other than the
      Corporation’s long-term indebtedness for money borrowed from time to time
      outstanding that by its terms ranks pari
      passu
      with
      such securities on a liquidation, dissolution or winding-up of the Corporation);
      and

     

    (B)
      may
      include New Equity Settlement provisions and shall have an Optional Deferral
      Provision and either (1) a maturity, if any, of at least 60 years and
      Intent-Based Replacement Disclosure or (2) a maturity of at least 40 years
      and a Capital Replacement Covenant or an Other Qualifying Capital Replacement
      Covenant.

    


    Additionally,
      and notwithstanding the foregoing, any securities or combinations of securities
      if issued by the Corporation to any of its Subsidiaries, without the
      contemporaneous issuance of a security or combination of securities that
      otherwise would satisfy the definition of “Qualifying Capital Securities” by the
      Subsidiary to a Person other than a Subsidiary of the Corporation, shall not
      qualify as Qualifying Capital Securities. 

     

    “Qualifying
      Non-Cumulative Perpetual Preferred Stock”
means
      Non-Cumulative Preferred Stock that, either by its terms or when taken together
      with any related transaction agreements, (a) is perpetual, (b) has either
      (i) a Capital Replacement Covenant or an Other Qualifying Capital
      Replacement Covenant or (ii) has a provision that prohibits the Corporation
      from making any Distributions thereon upon the Corporation’s failure to satisfy
      one or more financial tests set forth therein and Intent-Based Replacement
      Disclosure, and (c) has no redemption rights at the option of the holder of
      such
      security.

     

    “Redesignation
      Date”
means,
      as to the then-effective Covered Debt, the earliest of (i) the date that is
      two years prior to the final maturity date of such Covered Debt, (ii) if
      the Corporation elects to redeem, or the Corporation or a Subsidiary of the
      Corporation elects to repurchase, such Covered Debt either in whole or in part
      with the consequence that after giving effect to such redemption or repurchase
      the outstanding principal amount of such Covered Debt is less than $100,000,000,
      the applicable redemption or repurchase date and (iii) if the
      then-effective Covered Debt is not Eligible Subordinated Debt, the date on
      which
      the Corporation issues long-term indebtedness for money borrowed that is
      Eligible Subordinated Debt.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    “Securities”
has
      the
      meaning specified in Recital B.

     

    “Share
      Buy-Back Covenant”
means,
      as to any security or combination of securities, a covenant made by the
      Corporation to the effect that it will not repurchase any of its Common Stock,
      or in the case of Debt Exchangeable for Equity, any securities ranking pari
      passu or junior to Qualifying Non-Cumulative Perpetual Preferred Stock, for
      a
      period of one year (to the extent such securities contain a No Payment Provision
      or a Mandatory Trigger Provision) following the payment of all deferred
      Distributions with proceeds from the sale of Common Stock or rights to acquire
      Common Stock pursuant to a New Equity Settlement.

     

    “Supervisory
      Event”
shall
      have the meaning given to it in the indenture relating to the relevant
      securities.

     

    “Subsidiary”
      of the
      Corporation means, at any time, any Person the shares of stock or other
      ownership interests of which having ordinary voting power to elect a majority
      of
      the board of directors or other managers of such Person are at the time owned,
      or the management or policies of which are otherwise at the time controlled,
      directly or indirectly through one or more intermediaries (including other
      Subsidiaries) or both, by the Corporation.

     

    “Termination
      Date”
has
      the
      meaning specified in Section 5(a).

     

    
      
         

      

      
        11