_________________
      

    


    AMENDED
      AND RESTATED DECLARATION

     

    OF
      TRUST

     

    CITIGROUP
      CAPITAL XVII

     

    Dated
      as
      of March 6, 2007

     

    _________________

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	
                  ARTICLE
                  I INTERPRETATION AND DEFINITIONS

              
	 
	
                SECTION

              	
                 1.1

              	
                 Definitions

              	
                1

              
	 	 	 	 
	
                 ARTICLE
                  II TRUST INDENTURE ACT

              
	 
	
                SECTION

              	
                 2.1

              	
                 Trust
                  Indenture Act; Application

              	
                7

              
	
                SECTION

              	
                 2.2

              	
                 Lists
                  of Holders of Securities

              	
                7

              
	
                SECTION

              	
                 2.3

              	
                 Reports
                  by the Institutional Trustee

              	
                8

              
	
                SECTION

              	
                 2.4

              	
                 Periodic
                  Reports to Institutional Trustee

              	
                8

              
	
                SECTION

              	
                 2.5

              	
                 Evidence
                  of Compliance with Conditions Precedent

              	
                8

              
	
                SECTION

              	
                 2.6

              	
                 Defaults;
                  Waiver

              	
                8

              
	
                SECTION

              	
                 2.7

              	
                 Default;
                  Notice

              	
                9

              
	 	 	 	 
	
                 ARTICLE
                  III ORGANIZATION

              
	 
	
                SECTION

              	
                 3.1

              	
                 Name

              	
                10

              
	
                SECTION

              	
                 3.2

              	
                 Office

              	
                10

              
	
                SECTION

              	
                 3.3

              	
                 Purpose

              	
                10

              
	
                SECTION

              	
                 3.4

              	
                 Authority

              	
                11

              
	
                SECTION

              	
                 3.5

              	
                 Title
                  to Property of the Trust

              	
                11

              
	
                SECTION

              	
                 3.6

              	
                 Powers
                  and Duties of the Regular Trustees

              	
                11

              
	
                SECTION

              	
                 3.7

              	
                 Prohibition
                  of Actions by the Trust and the Trustees

              	
                14

              
	
                SECTION

              	
                 3.8

              	
                 Powers
                  and Duties of the Institutional Trustee

              	
                14

              
	
                SECTION

              	
                 3.9

              	
                 Certain
                  Duties and Responsibilities of the Institutional Trustee

              	
                16

              
	
                SECTION

              	
                 3.10
                  Certain Rights of Institutional Trustee

              	
                17

              
	
                SECTION

              	
                 3.11
                  Delaware Trustee

              	
                19

              
	
                SECTION

              	
                 3.12
                  Execution of Documents

              	
                20

              
	
                SECTION

              	
                 3.13
                  Not Responsible for Recitals or Issuance of Securities

              	
                20

              
	
                SECTION

              	
                 3.14
                  Duration of Trust

              	
                20

              
	
                SECTION

              	
                 3.15
                  Mergers

              	
                20

              
	 	 	 
	
                 ARTICLE
                  IV SPONSOR

              
	 
	
                SECTION

              	
                 4.1

              	
                 Sponsor's
                  Purchase of Common Securities

              	
                22

              
	
                SECTION

              	
                 4.2

              	
                 Responsibilities
                  of the Sponsor

              	
                22

              
	 	 	 	 
	
                 ARTICLE
                  V TRUSTEES

              
	 
	
                SECTION

              	
                 5.1

              	
                 Number
                  of Trustees

              	
                22

              
	
                SECTION

              	
                 5.2

              	
                 Delaware
                  Trustee

              	
                23

              
	
                SECTION

              	
                 5.3

              	
                 Institutional
                  Trustee; Eligibility

              	
                23

              


      

      


      
        
           

        

        
          i

          
            

          

        

        
           

        

      

      


      
        	
                SECTION

              	
                 5.4

              	
                 Qualifications
                  of Regular Trustees and Delaware Trustee Generally

              	
                24

              
	
                SECTION

              	
                 5.5

              	
                 Initial
                  Trustees; Additional Powers of Regular Trustees

              	
                24

              
	
                SECTION

              	
                 5.6

              	
                 Appointment,
                  Removal and Resignation of Trustees

              	
                25

              
	
                SECTION

              	
                 5.7

              	
                 Vacancies
                  among Trustees

              	
                27

              
	
                SECTION

              	
                 5.8

              	
                 Effect
                  of Vacancies

              	
                27

              
	
                SECTION

              	
                 5.9

              	
                 Meetings

              	
                27

              
	
                SECTION

              	
                 5.10
                  Delegation of Power

              	
                27

              
	
                SECTION

              	
                 5.11
                  Merger, Conversion, Consolidation or Succession to
                  Business

              	
                28

              
	 	 	 
	
                  ARTICLE
                  VI DISTRIBUTIONS

              
	 
	
                SECTION

              	
                 6.1

              	
                 Distributions

              	
                28

              
	 	 	 	 
	
                  ARTICLE
                  VII ISSUANCE OF SECURITIES

              
	 
	
                SECTION

              	
                 7.1

              	
                 General
                  Provisions Regarding Securities

              	
                28

              
	 	 	 	 
	
                  ARTICLE
                  VIII TERMINATION OF TRUST

              
	 
	
                SECTION

              	
                 8.1

              	
                 Termination
                  of Trust

              	
                29

              
	 	 	 	 
	
                  ARTICLE
                  IX TRANSFER OF INTERESTS

              
	 
	
                SECTION

              	
                 9.1

              	
                 Transfer
                  of Securities

              	
                30

              
	
                SECTION

              	
                 9.2

              	
                 Transfer
                  of Certificates

              	
                30

              
	
                SECTION

              	
                 9.3

              	
                 Deemed
                  Security Holders

              	
                31

              
	
                SECTION

              	
                 9.4

              	
                 Book
                  Entry Interests

              	
                31

              
	
                SECTION

              	
                 9.5

              	
                 Notices
                  to Clearing Agency

              	
                32

              
	
                SECTION

              	
                 9.6

              	
                 Appointment
                  of Successor Clearing Agency

              	
                32

              
	
                SECTION

              	
                 9.7

              	
                 Definitive
                  Capital Security Certificates

              	
                32

              
	
                SECTION

              	
                 9.8

              	
                 Mutilated,
                  Destroyed, Lost or Stolen Certificates

              	
                32

              
	 	 	 	 
	
                ARTICLE
                  X LIMITATION OF LIABILITY OF HOLDERS OF
                  SECURITIES,

              
	
                  TRUSTEES
                  OR OTHERS

              
	 
	
                SECTION

              	
                 10.1
                  Liability

              	
                33

              
	
                SECTION

              	
                 10.2
                  Exculpation

              	
                33

              
	
                SECTION

              	
                 10.3
                  Fiduciary Duty

              	
                34

              
	
                SECTION

              	
                 10.4
                  Indemnification

              	
                35

              
	
                SECTION

              	
                 10.5
                  Outside Businesses

              	
                37

              
	 	 	 
	
                  ARTICLE
                  XI ACCOUNTING

              
	 
	
                SECTION

              	
                 11.1
                  Fiscal Year

              	
                38

              
	
                SECTION

              	
                 11.2
                  Certain Accounting Matters

              	
                38

              


      

      


      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

      


      
        	
                SECTION

              	
                11.3

              	
                 Banking

              	
                38

              
	
                SECTION

              	
                11.4

              	
                 Withholding

              	
                39

              
	 	 	 	 
	
                  ARTICLE
                  XII AMENDMENTS AND MEETINGS

              
	 
	
                SECTION

              	
                12.1

              	
                 Amendments

              	
                39

              
	
                SECTION

              	
                12.2

              	
                 Meetings
                  of the Holders of Securities; Action by Written Consent

              	
                41

              
	 	 	 	 
	
                 ARTICLE
                  XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                  AND 

              
	
                 DELAWARE
                  TRUSTEE 

              


      

      


      
        	
                SECTION

              	
                13.1

              	
                 Representations
                  and Warranties of Institutional Trustee

              	
                42

              
	
                SECTION

              	
                13.2

              	
                 Representations
                  and Warranties of Delaware Trustee

              	
                43

              
	 	 	 	 
	
                 ARTICLE
                  XIV MISCELLANEOUS

              
	 
	
                SECTION

              	
                14.1

              	
                 Notices

              	
                43

              
	
                SECTION

              	
                14.2

              	
                 Governing
                  Law

              	
                45

              
	
                SECTION

              	
                14.3

              	
                 Intention
                  of the Parties

              	
                45

              
	
                SECTION

              	
                14.4

              	
                 Headings

              	
                45

              
	
                SECTION

              	
                14.5

              	
                 Successors
                  and Assigns

              	
                45

              
	
                SECTION

              	
                14.6

              	
                 Partial
                  Enforceability

              	
                45

              
	
                SECTION

              	
                14.7

              	
                 Counterparts

              	
                45

              


      

      


      
        	
                ANNEX
                  I

              	 	 	
                TERMS
                  OF SECURITIES

              	 	 	
                I-1

              	 
	
                EXHIBIT
                  A-1

              	 	 	
                FORM
                  OF CAPITAL SECURITY CERTIFICATE

              	 	 	
                A1-1

              	 
	
                EXHIBIT
                  A-2

              	 	 	
                FORM
                  OF COMMON SECURITY CERTIFICATE

              	 	 	
                A2-1

              	 
	
                EXHIBIT
                  B

              	 	 	
                SPECIMEN
                  OF DEBENTURE

              	 	 	
                B-1

              	 
	
                EXHIBIT
                  C

              	 	 	
                UNDERWRITING
                  AGREEMENT

              	 	 	
                C-1

              	 


      

      


      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

      


      
        	
                CROSS-REFERENCE
                  TABLE*

              


      

       

      
        	
                Section
                  of

              	 	 	 
	
                Trust
                  Indenture Act

              	 	 	 
	
                of
                  1939, as amended

              	 	
                Section
                  of Declaration

              	 
	 	 	 	 
	
                310(a)

              	 	 	
                5.3(a

              	
                )

              
	
                310(c)

              	 	 	
                Inapplicable

              	 
	
                311(c)

              	 	 	
                Inapplicable

              	 
	
                312(a)

              	 	 	
                2.2(a

              	
                )

              
	
                312(b)

              	 	 	
                2.2(b

              	
                )

              
	
                313

              	 	 	
                2.3

              	 
	
                314(a)

              	 	 	
                2.4

              	 
	
                314(b)

              	 	 	
                Inapplicable

              	 
	
                314(c)

              	 	 	
                2.5

              	 
	
                314(d)

              	 	 	
                Inapplicable

              	 
	
                314(f)

              	 	 	
                Inapplicable

              	 
	
                315(a)

              	 	 	
                3.9(b

              	
                )

              
	
                315(c)

              	 	 	
                3.9(a

              	
                )

              
	
                315(d)

              	 	 	
                3.9(a

              	
                )

              
	
                316(a)

              	 	 	
                Annex
                  I

              	 
	
                316(c)

              	 	 	
                3.6(e

              	
                )

              


      

    

    _______________

    


    
      	
              *

            	
              This
                Cross-Reference Table does not constitute part of the Declaration
                and
                shall not affect the interpretation of any of its terms or
                provisions.

            


    

    


    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

    


    AMENDED
      AND RESTATED

     

    DECLARATION
      OF TRUST

     

    OF

     

    CITIGROUP
      CAPITAL XVII

     

    March
      6,
      2007

    


     

    AMENDED
      AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of
      March 6, 2007, by the Trustees (as defined herein), the Sponsor (as defined
      herein) and by the holders, from time to time, of undivided beneficial interests
      in the assets of the Trust to be issued pursuant to this
      Declaration;

     

    WHEREAS,
      The Bank of New York (Delaware) is the successor-in-interest to Chase Bank
      USA,
      National Association, as Delaware Trustee (as defined herein), and The Bank
      of
      New York is the successor-in-interest to JPMorgan Chase Bank, N.A., as
      Institutional Trustee (as defined herein);

     

    WHEREAS,
      the Trustees and the Sponsor established Citigroup Capital XVII (the "Trust"),
      a
      trust under the Statutory Trust Act (as defined herein) pursuant to a
      Declaration of Trust dated as of June 19, 2006 (the "Original Declaration")
      and
      a Certificate of Trust filed with the Secretary of State of the State of
      Delaware on June 19, 2006, as amended and restated on December 8, 2006, for
      the
      sole purpose of issuing and selling certain securities representing undivided
      beneficial interests in the assets of the Trust and investing the proceeds
      thereof in certain Debentures of the Debenture Issuer;

     

    WHEREAS,
      as of the date hereof, no interests in the Trust have been issued;

     

    WHEREAS,
      all of the Trustees and the Sponsor, by this Declaration, amend and restate
      each
      and every term and provision of the Original Declaration.

     

    NOW,
      THEREFORE, it being the intention of the parties hereto to continue the Trust
      as
      a statutory trust under the Statutory Trust Act and that this Declaration
      constitute the governing instrument of such statutory trust, the Trustees
      declare that all assets contributed to the Trust will be held in trust for
      the
      benefit of the holders, from time to time, of the securities representing
      undivided beneficial interests in the assets of the Trust issued hereunder,
      subject to the provisions of this Declaration.

     

    ARTICLE
      I

     

    INTERPRETATION
      AND DEFINITIONS

     

    SECTION
      1.1 Definitions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Unless
      the context otherwise requires:

     

    (a) Capitalized
      terms used in this Declaration but not defined in the preamble above have the
      respective meanings assigned to them in this Section 1.1;

     

    (b) a
      term
      defined anywhere in this Declaration has the same meaning
      throughout;

     

    (c) all
      references to "the Declaration" or "this Declaration" are to this Declaration
      as
      modified, supplemented or amended from time to time;

     

    (d) all
      references in this Declaration to Articles and Sections and Annexes and Exhibits
      are to Articles and Sections of and Annexes and Exhibits to this Declaration
      unless otherwise specified;

     

    (e) a
      term
      defined in the Trust Indenture Act has the same meaning when used in this
      Declaration unless otherwise defined in this Declaration or unless the context
      otherwise requires; and

     

    (f) a
      reference to the singular includes the plural and vice versa.

     

    "Affiliate"
      has the
      same meaning as given to that term in Rule 405 of the Securities Act or any
      successor rule thereunder.

     

    "Authorized
      Officer"
      of a
      Person means any Person that is authorized to bind such Person.

     

    "Book
      Entry Interest"
      means a
      beneficial interest in a Global Certificate, ownership and transfers of which
      shall be maintained and made through book entries by a Clearing Agency as
      described in Section 9.4.

     

    "Business
      Day"
      means
      any day other than a Saturday, Sunday or a day on which banking institutions
      in
      the City of New York, New York are permitted or required by any applicable
      law
      to close.

     

    "Capital
      Securities Guarantee"
      means
      the guarantee agreement dated as of March 6, 2007, of the Sponsor in respect
      of
      the Capital Securities.

     

    "Capital
      Security"
      has the
      meaning specified in Section 7.1.

     

    "Capital
      Security Beneficial Owner"
      means,
      with respect to a Book Entry Interest, a Person who is the beneficial owner
      of
      such Book Entry Interest, as reflected on the books of the Clearing Agency,
      or
      on the books of a Person maintaining an account with such Clearing Agency
      (directly as a Clearing Agency Participant or as an indirect participant, in
      each case in accordance with the rules of such Clearing Agency).

     

    "Capital
      Security Certificate"
      means a
      certificate representing a Capital Security substantially in the form of Exhibit
      A-1.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    "Certificate"
      means a
      Common Security Certificate or a Capital Security Certificate.

     

    "Citigroup"
      means
      Citigroup Inc., a Delaware corporation.

     

    "Clearing
      Agency"
      means
      an organization registered as a "Clearing Agency" pursuant to Section 17A of
      the
      Exchange Act that is acting as depositary for the Capital Securities and in
      whose name or in the name of a nominee of that organization shall be registered
      a Global Certificate and which shall undertake to effect book entry transfers
      and pledges of the Capital Securities.

     

    "Clearing
      Agency Participant"
      means a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time the Clearing Agency effects book entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    "Closing
      Date"
      means
      March 6, 2007.

     

    "Code"
      means
      the Internal Revenue Code of 1986, as amended from time to time, or any
      successor legislation.

     

    "Commission"
      means
      the Securities and Exchange Commission.

     

    "Common
      Security"
      has the
      meaning specified in Section 7.1.

     

    "Common
      Security Certificate"
      means a
      definitive certificate in fully registered form representing a Common Security
      substantially in the form of Exhibit A-2.

     

    "Company
      Indemnified Person"
      means
      (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c) any
      officers, directors, shareholders, members, partners, employees, representatives
      or agents of any Regular Trustee; or (d) any officer, employee or agent of
      the
      Trust or its Affiliates.

     

    "Corporate
      Trust Office"
      means
      the office of the Institutional Trustee at which the corporate trust business
      of
      the Institutional Trustee shall, at any particular time, be principally
      administered, which office at the date of execution of this Declaration is
      located at 101 Barclay Street-8W, New York, New York 10286.

     

    "Covered
      Person"
      means:
      (a) any officer, director, shareholder, partner, member, representative,
      employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b)
      any
      Holder of Securities.

     

    "Debenture
      Issuer"
      means
      Citigroup Inc. (or the Sponsor) in its capacity as issuer of the Debentures
      under the Indenture.

     

    "Debenture
      Trustee"
      means
      The Bank of New York, as trustee under the Indenture until a successor is
      appointed thereunder, and thereafter means such successor trustee.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    "Debentures"
      means
      the series of Debentures to be issued by the Debenture Issuer under the
      Indenture to be held by the Institutional Trustee, a specimen certificate for
      such series of Debentures being Exhibit B.

     

    "Default"
      in
      respect of the Securities means a Default (as defined in the Indenture) has
      occurred and is continuing in respect of the Debentures.

     

    "Definitive
      Capital Security Certificates"
      has the
      meaning set forth in Section 9.4.

     

    "Delaware
      Trustee"
      has the
      meaning set forth in Section 5.2.

     

    "Distribution"
      has the
      meaning set forth in Section 6.1.

     

    "DTC"
      means
      the Depository Trust Company, the initial Clearing Agency.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended from time to time, or any
      successor legislation.

     

    "Fiduciary
      Indemnified Person"
      has the
      meaning set forth in Section 10.4(b).

     

    "Global
      Certificate"
      has the
      meaning set forth in Section 9.4.

     

    "Holder"
      means a
      Person in whose name a Certificate representing a Security is registered, such
      Person being a beneficial owner within the meaning of the Statutory Trust
      Act.

     

    "Indemnified
      Person"
      means a
      Company Indemnified Person or a Fiduciary Indemnified Person.

     

    "Indenture"
      means
      the Indenture, dated as of September 15, 2006 (as supplemented from time to
      time), between the Debenture Issuer and the Debenture Trustee, pursuant to
      which
      the Debentures are to be issued.

     

    "Institutional
      Trustee"
      means
      the Trustee meeting the eligibility requirements set forth in Section
      5.3.

     

    "Institutional
      Trustee Account"
      has the
      meaning set forth in Section 3.8(c).

     

    "Investment
      Company"
      means
      an investment company as defined in the Investment Company Act.

     

    "Investment
      Company Act"
      means
      the Investment Company Act of 1940, as amended from time to time, or any
      successor legislation.

     

    "Investment
      Company Event"
      has the
      meaning set forth in Annex I hereto.

     

    "Legal
      Action"
      has the
      meaning set forth in Section 3.6(g).

     

    "Majority
      in liquidation amount of the Securities"
      means,
      except as provided in the terms of the Capital Securities or by the Trust
      Indenture Act, Holder(s) of outstanding Securities voting together as a single
      class or, as the context may require, Holders of outstanding Capital Securities
      or Holders of outstanding Common Securities voting separately as a class, who
      are the record owners of an aggregate liquidation amount representing more
      than
      50% of the aggregate liquidation amount (including the stated amount that would
      be paid on redemption, liquidation or otherwise, plus accrued and unpaid
      Distributions to the date upon which the voting percentages are determined)
      of
      all outstanding Securities of the relevant class.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    "Officers'
      Certificate"
      means,
      with respect to any Person, a certificate signed by two Authorized Officers
      of
      such Person. Any Officers' Certificate delivered with respect to compliance
      with
      a condition or covenant provided for in this Declaration shall
      include:

     

    (a) a
      statement that each officer signing the Officers' Certificate has read the
      covenant or condition and the definitions relating thereto;

     

    (b) a
      brief
      statement of the nature and scope of the examination or investigation undertaken
      by each officer in rendering the Officers' Certificate;

     

    (c) a
      statement that each such officer has made such examination or investigation
      as,
      in such officer's opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

    (d) a
      statement as to whether, in the opinion of each such officer, such condition
      or
      covenant has been complied with.

     

    "Paying
      Agent"
      has the
      meaning specified in Section 3.8(h).

     

    "Payment
      Amount"
      has the
      meaning specified in Section 6.1.

     

    "Person"
      means a
      legal person, including any individual, corporation, estate, partnership, joint
      venture, association, joint stock company, limited liability company, trust,
      unincorporated association, or government or any agency or political subdivision
      thereof, or any other entity of whatever nature.

     

    "Quorum"
      means
      any one Regular Trustee or, if there is only one Regular Trustee, such Regular
      Trustee.

     

    "Regular
      Trustee"
      has the
      meaning specified in Section 5.1.

     

    "Regulatory
      Capital Event"
      has the
      meaning set forth in Annex I hereto.

     

    "Related
      Party"
      means,
      with respect to the Sponsor, any direct or indirect wholly owned subsidiary
      of
      the Sponsor or any other Person that owns, directly or indirectly, 100% of
      the
      outstanding voting securities of the Sponsor.

     

    "Responsible
      Officer"
      means,
      with respect to the Institutional Trustee, any officer within the Corporate
      Trust Office of the Institutional Trustee with direct responsibility for the
      administration of this Declaration and also means, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of that officer's knowledge of and familiarity with the particular
      subject.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    "Rule
      3a-5"
      means
      Rule 3a-5 under the Investment Company Act. 

     

    "Securities"
      means
      the Common Securities and the Capital Securities.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended from time to time, or any successor
      legislation.

     

    "Special
      Event"
      has the
      meaning set forth in Annex I hereto.

     

    "Sponsor"
      means
      Citigroup Inc. or any successor entity in a merger, consolidation or
      amalgamation, in its capacity as sponsor of the Trust.

     

    "Statutory
      Trust Act"
      means
      Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Sec.3801 et seq.,
      as
      it may be amended from time to time, or any successor legislation.

     

    "Successor
      Delaware Trustee"
      has the
      meaning set forth in Section 5.6.

     

    "Successor
      Entity"
      has the
      meaning set forth in Section 3.15(b).

     

    "Successor
      Institutional Trustee"
      has the
      meaning set forth in Section 5.6.

     

    "Successor
      Securities"
      has the
      meaning set forth in Section 3.15(b).

     

    "Super
      Majority"
      has the
      meaning set forth in Section 2.6(a)(ii).

     

    "Tax
      Event"
      has the
      meaning set forth in Annex I hereto.

     

    "10%
      in
      liquidation amount of the Securities"
      means,
      except as provided in the terms of the Capital Securities or by the Trust
      Indenture Act, Holder(s) of outstanding Securities voting together as a single
      class or, as the context may require, Holders of outstanding Capital Securities
      or Holders of outstanding Common Securities voting separately as a class, who
      are the record owners of an aggregate liquidation amount representing 10% or
      more of the aggregate liquidation amount (including the stated amount that
      would
      be paid on redemption, liquidation or otherwise, plus accrued and unpaid
      Distributions to the date upon which the voting percentages are determined)
      of
      all outstanding Securities of the relevant class.

     

    "Treasury
      Regulations"
      means
      the income tax regulations, including temporary and proposed regulations,
      promulgated under the Code by the United States Treasury, as such regulations
      may be amended from time to time (including corresponding provisions of
      succeeding regulations).

     

    "Trustee"
      or
      "Trustees"
      means
      each Person who has signed this Declaration as a trustee, so long as such Person
      shall continue in office in accordance with the terms hereof, and all other
      Persons who may from time to time be duly appointed, qualified and serving
      as
      Trustees in accordance with the provisions hereof, and references herein to
      a
      Trustee or the Trustees shall refer to such Person or Persons solely in their
      capacity as trustees hereunder.

     

    
      
         

      

      
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    "Trust
      Indenture Act"
      means
      the Trust Indenture Act of 1939, as amended from time to time, or any successor
      legislation.

     

    "Underwriting
      Agreement"
      means
      the Underwriting Agreement for the offering and sale of Capital Securities
      in
      the form of Exhibit C.

     

    ARTICLE
      II

    TRUST
      INDENTURE ACT

     

    SECTION
      2.1 Trust
      Indenture Act; Application.

     

    (a) This
      Declaration is subject to the provisions of the Trust Indenture Act that are
      required to be part of this Declaration and shall, to the extent applicable,
      be
      governed by such provisions.

     

    (b) The
      Institutional Trustee shall be the only Trustee that is a Trustee for the
      purposes of the Trust Indenture Act.

     

    (c) If
      and to
      the extent that any provision of this Declaration limits, qualifies or conflicts
      with the duties imposed by Sec.Sec. 310 to 317, inclusive, of the Trust
      Indenture Act, such imposed duties shall control.

     

    (d) The
      application of the Trust Indenture Act to this Declaration shall not affect
      the
      nature of the Securities as equity securities representing undivided beneficial
      interests in the assets of the Trust.

     

    SECTION
      2.2 Lists
      of
      Holders of Securities.

     

    (a) Each
      of
      the Sponsor and the Regular Trustees on behalf of the Trust shall provide the
      Institutional Trustee (i) within 14 days after each record date for payment
      of
      Distributions, a list, in such form as the Institutional Trustee may reasonably
      require, of the names and addresses of the Holders of the Securities ("List
      of
      Holders") as of such record date, provided, that neither the Sponsor nor the
      Regular Trustees on behalf of the Trust shall be obligated to provide such
      List
      of Holders at any time the List of Holders does not differ from the most recent
      List of Holders given to the Institutional Trustee by the Sponsor and the
      Regular Trustees on behalf of the Trust, and (ii) at any other time, within
      30
      days of receipt by the Trust of a written request for a List of Holders as
      of a
      date no more than 14 days before such List of Holders is given to the
      Institutional Trustee. The Institutional Trustee shall preserve, in as current
      a
      form as is reasonably practicable, all information contained in Lists of Holders
      given to it or which it receives in the capacity as Paying Agent (if acting
      in
      such capacity), provided, that the Institutional Trustee may destroy any List
      of
      Holders previously given to it on receipt of a new List of Holders.

     

    (b) The
      Institutional Trustee shall comply with its obligations under Sec.Sec. 311(a),
      311(b) and 312(b) of the Trust Indenture Act.

     

    
      
         

      

      
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    SECTION
      2.3 Reports
      by the Institutional Trustee.

     

    Within
      60
      days after May 15 of each year, the Institutional Trustee shall provide to
      the
      Holders of the Capital Securities such reports as are required by Sec. 313
      of
      the Trust Indenture Act, if any, in the form and in the manner provided by
      Sec.
      313 of the Trust Indenture Act. The Institutional Trustee shall also comply
      with
      the requirements of Sec. 313(d) of the Trust Indenture Act.

     

    SECTION
      2.4 Periodic
      Reports to Institutional Trustee.

     

    Each
      of
      the Sponsor and the Regular Trustees on behalf of the Trust shall provide to
      the
      Institutional Trustee such documents, reports and information as required by
      Sec. 314 of the Trust Indenture Act (if any) and the compliance certificate
      required by Sec. 314 of the Trust Indenture Act in the form, in the manner
      and
      at the times required by Sec. 314 of the Trust Indenture Act.

     

    SECTION
      2.5 Evidence
      of Compliance with Conditions Precedent.

     

    Each
      of
      the Sponsor and the Regular Trustees on behalf of the Trust shall provide to
      the
      Institutional Trustee such evidence of compliance with any conditions precedent
      provided for in this Declaration that relate to any of the matters set forth
      in
      Sec. 314(c) of the Trust Indenture Act. Any certificate or opinion required
      to be given by an officer pursuant to Sec. 314(c)(1) of the Trust Indenture
      Act may be given in the form of an Officers' Certificate.

     

    SECTION
      2.6 Defaults;
      Waiver.

     

    (a) The
      Holders of a Majority in liquidation amount of Capital Securities may, by vote,
      on behalf of the Holders of all of the Capital Securities, waive any past
      Default in respect of the Capital Securities and its consequences, provided,
      that if the underlying Default under the Indenture:

     

    (i) is
      not
      waivable under the Indenture, the Default under the Declaration shall also
      not
      be waivable; or

     

    (ii) is
      waivable only with the consent of holders of more than a majority in principal
      amount of the Debentures (a "Super Majority") affected thereby, only the Holders
      of at least the proportion in aggregate liquidation amount of the Capital
      Securities that the relevant Super Majority represents of the aggregate
      principal amount of the Debentures outstanding may waive such Default in respect
      of the Capital Securities under the Declaration.

     

    The
      foregoing provisions of this Section 2.6(a) shall be in lieu of Sec.
      316(a)(1)(B) of the Trust Indenture Act and such Sec. 316(a)(1)(B) of the Trust
      Indenture Act is hereby expressly excluded from this Declaration and the
      Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
      such
      default shall cease to exist, and any Default with respect to the Capital
      Securities arising therefrom shall be deemed to have been cured, for every
      purpose of this Declaration, but no such waiver shall extend to any subsequent
      or other default or a Default with respect to the Capital Securities or impair
      any right consequent thereon. Any waiver by the Holders of the Capital
      Securities of a Default with respect to the Capital Securities shall also be
      deemed to constitute a waiver by the Holders of the Common Securities of any
      such Default with respect to the Common Securities for all purposes of this
      Declaration without any further act, vote, or consent of the Holders of the
      Common Securities.

     

    
      
         

      

      
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    (b) The
      Holders of a Majority in liquidation amount of the Common Securities may, by
      vote, on behalf of the Holders of all of the Common Securities, waive any past
      Default with respect to the Common Securities and its consequences, provided,
      that if the underlying Default under the Indenture:

     

    (i) is
      not
      waivable under the Indenture, except where the Holders of the Common Securities
      are deemed to have waived such Default under the Declaration as provided in
      this
      Section 2.6(b), the Default under the Declaration shall also not be waivable;
      or

     

    (ii) is
      waivable only with the consent of a Super Majority, except where the Holders
      of
      the Common Securities are deemed to have waived such Default under the
      Declaration as provided in this Section 2.6(b), only the Holders of at least
      the
      proportion in aggregate liquidation amount of the Common Securities that the
      relevant Super Majority represents of the aggregate principal amount of the
      Debentures outstanding may waive such Default in respect of the Common
      Securities under the Declaration;

     

    provided,
      further each Holder of Common Securities will be deemed to have waived any
      such
      Default and all Defaults with respect to the Common Securities and its
      consequences until all Defaults with respect to the Capital Securities have
      been
      cured, waived or otherwise eliminated, and until such Defaults with respect
      to
      the Capital Securities have been so cured, waived or otherwise eliminated,
      the
      Institutional Trustee will be deemed to be acting solely on behalf of the
      Holders of the Capital Securities and only the Holders of the Capital Securities
      will have the right to direct the Institutional Trustee in accordance with
      the
      terms of the Securities. The foregoing provisions of this Section 2.6(b) shall
      be in lieu of Sec.Sec. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
      Act
      and such Sec.Sec. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act
      are
      hereby expressly excluded from this Declaration and the Securities, as permitted
      by the Trust Indenture Act. Subject to the foregoing provisions of this Section
      2.6(b), upon the waiver of a Default by the Holders of a Majority in liquidation
      amount of the Common Securities, any such default shall cease to exist and
      any
      Default with respect to the Common Securities arising therefrom shall be deemed
      to have been cured for every purpose of this Declaration, but no such waiver
      shall extend to any subsequent or other default or Default with respect to
      the
      Common Securities or impair any right consequent thereon.

     

    (c) A
      waiver
      of a Default under the Indenture by the Institutional Trustee at the direction
      of the Holders of the Capital Securities, constitutes a waiver of the
      corresponding Default under this Declaration. The foregoing provisions of this
      Section 2.6(c) shall be in lieu of Sec. 316(a)(1)(B) of the Trust Indenture
      Act and such Sec. 316(a)(1)(B) of the Trust Indenture Act is hereby
      expressly excluded from this Declaration and the Securities, as permitted by
      the
      Trust Indenture Act.

     

    SECTION
      2.7 Default;
      Notice.

     

    
      
         

      

      
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    (a) The
      Institutional Trustee shall, within 90 days after the occurrence of a Default,
      transmit by mail, first class postage prepaid, to the Holders of the Securities,
      notices of (i) all defaults with respect to the Securities actually known to
      a
      Responsible Officer of the Institutional Trustee, unless such defaults have
      been
      cured before the giving of such notice (the term "defaults" for the purposes
      of
      this Section 2.7(a) being hereby defined to be a Default as defined in the
      Indenture, not including any periods of grace provided for therein and
      irrespective of the giving of any notice provided therein) and (ii) any notice
      of default received from the Indenture Trustee with respect to the Debentures,
      which notice from the Institutional Trustee to the Holders shall state that
      a
      Default under the Indenture also constitutes a Default with respect to the
      Securities; provided that, except for a default in the payment of principal
      of
      (or premium, if any) or interest on any of the Debentures or in the payment
      of
      any sinking fund installment established for the Debentures, the Institutional
      Trustee shall be protected in withholding such notice if and so long as a
      Responsible Officer of the Institutional Trustee in good faith determines that
      the withholding of such notice is in the interests of the Holders of the
      Securities.

     

    (b) The
      Institutional Trustee shall not be deemed to have knowledge of any default
      except:

     

    (i) a
      default
      under Sections 5.7(b) and 5.7(c) of the Indenture; or

     

    (ii) any
      default as to which the Institutional Trustee shall have received written notice
      or of which a Responsible Officer of the Institutional Trustee charged with
      the
      administration of the Declaration shall have actual knowledge.

     

    ARTICLE
      III

    ORGANIZATION

     

    SECTION
      3.1 Name.

     

    The
      Trust
      is named "Citigroup Capital XVII," as such name may be modified from time to
      time by the Regular Trustees following written notice to the Institutional
      Trustee, the Delaware Trustee and the Holders of Securities. The Trust's
      activities may be conducted under the name of the Trust or any other name deemed
      advisable by the Regular Trustees.

     

    SECTION
      3.2 Office.

     

    The
      address of the principal office of the Trust is c/o Citigroup Inc., 399 Park
      Avenue, New York, NY 10043. On ten Business Days written notice to the
      Institutional Trustee, the Delaware Trustee and the Holders of Securities,
      the
      Regular Trustees may designate another principal office.

     

    SECTION
      3.3 Purpose.

     

    The
      exclusive purposes and functions of the Trust are (a) to issue and sell
      Securities and use the proceeds from such sale to acquire the Debentures, and
      (b) except as otherwise limited herein, to engage in only those other activities
      necessary, or incidental thereto. The Trust shall not borrow money, issue debt
      or reinvest proceeds derived from investments, pledge any of its assets, or
      otherwise undertake (or permit to be undertaken) any activity that would cause
      the Trust not to be classified for United States federal income tax purposes
      as
      a grantor trust. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    SECTION
      3.4 Authority.

     

    Subject
      to the limitations provided in this Declaration and to the specific duties
      of
      the Institutional Trustee, the Regular Trustees shall have exclusive and
      complete authority to carry out the purposes of the Trust. An action taken
      by
      the Regular Trustees in accordance with their powers shall constitute the act
      of
      and serve to bind the Trust and an action taken by the Institutional Trustee
      on
      behalf of the Trust in accordance with its powers shall constitute the act
      of
      and serve to bind the Trust. In dealing with the Trustees acting on behalf
      of
      the Trust, no person shall be required to inquire into the authority of the
      Trustees to bind the Trust. Persons dealing with the Trust are entitled to
      rely
      conclusively on the power and authority of the Trustees as set forth in this
      Declaration.

     

    SECTION
      3.5 Title
      to
      Property of the Trust.

     

    Except
      as
      provided in Section 3.8 with respect to the Debentures and the Institutional
      Trustee Account or as otherwise provided in this Declaration, legal title to
      all
      assets of the Trust shall be vested in the Trust. The Holders shall not have
      legal title to any part of the assets of the Trust, but shall have an undivided
      beneficial interest in the assets of the Trust.

     

    SECTION
      3.6 Powers
      and Duties of the Regular Trustees.

     

    The
      Regular Trustees shall have the exclusive power, duty and authority to cause
      the
      Trust to engage in the following activities:

     

    (a) to
      issue
      and sell the Capital Securities and the Common Securities in accordance with
      this Declaration; provided,
      however,
      that
      the Trust may issue no more than one series of Capital Securities and no more
      than one series of Common Securities, and, provided
      further,
      that
      there shall be no interests in the Trust other than the Securities, and the
      issuance of Securities shall be limited to a simultaneous issuance of both
      Capital Securities and Common Securities on the Closing Date;

     

    (b) in
      connection with the issue and sale of the Capital Securities, at the direction
      of the Sponsor, to:

     

    (i) execute
      and file with the Commission on behalf of the Trust a registration statement
      on
      Form S-3 or on another appropriate form, or a registration statement under
      Rule
      462(b) of the Securities Act, in each case prepared by the Sponsor, including
      any pre-effective or post-effective amendments thereto, relating to the
      registration under the Securities Act of the Capital Securities;

     

    (ii) execute
      and file any documents prepared by the Sponsor, or take any acts as determined
      by the Sponsor to be necessary in order to qualify or register all or part
      of
      the Capital Securities in any State in which the Sponsor has determined to
      qualify or register such Capital Securities for sale;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (iii) execute
      and file an application, prepared by the Sponsor, to the New York Stock
      Exchange, Inc., any other national stock exchange or the Nasdaq National Market
      for listing upon notice of issuance of any Capital Securities;

     

    (iv) execute
      and file with the Commission on behalf of the Trust a registration statement
      on
      Form 8-A, prepared by the Sponsor, including any pre-effective or post-effective
      amendments thereto, relating to the registration of the Capital Securities
      under
      Section 12(b) of the Exchange Act; and

     

    (v) deliver
      the Underwriting Agreement providing for the sale of the Capital
      Securities;

     

    (c) to
      acquire the Debentures with the proceeds of the sale of the Capital Securities
      and the Common Securities; provided, however, that the Regular Trustees shall
      cause legal title to the Debentures to be held of record in the name of the
      Institutional Trustee for the benefit of the Holders of the Capital Securities
      and the Holders of Common Securities;

     

    (d) to
      give
      the Sponsor and the Institutional Trustee prompt written notice of the
      occurrence of a Special Event; provided, that the Regular Trustees shall consult
      with the Sponsor and the Institutional Trustee before taking or refraining
      from
      taking any ministerial action in relation to a Special Event;

     

    (e) to
      establish a record date with respect to all actions to be taken hereunder that
      require a record date be established, including and with respect to, for the
      purposes of Sec.316(c) of the Trust Indenture Act, Distributions, voting rights,
      redemptions and exchanges, and to issue relevant notices to the Holders of
      Capital Securities and Holders of Common Securities as to such actions and
      applicable record dates;

     

    (f) to
      take
      all actions and perform such duties as may be required of the Regular Trustees
      pursuant to the terms of the Securities;

     

    (g) to
      bring
      or defend, pay, collect, compromise, arbitrate, resort to legal action, or
      otherwise adjust claims or demands of or against the Trust ("Legal Action"),
      unless pursuant to Section 3.8(e), the Institutional Trustee has the exclusive
      power to bring such Legal Action;

     

    (h) to
      employ
      or otherwise engage employees and agents (who may be designated as officers
      with
      titles) and managers, contractors, advisors, and consultants and pay reasonable
      compensation for such services; 

     

    (i) to
      cause
      the Trust to comply with the Trust's obligations under the Trust Indenture
      Act;

     

    (j) to
      give
      the certificate required by Sec. 314(a)(4) of the Trust Indenture Act to
      the Institutional Trustee, which certificate may be executed by any Regular
      Trustee;

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (k) to
      incur
      expenses that are necessary or incidental to carry out any of the purposes
      of
      the Trust; 

     

    (l) to
      act
      as, or appoint another Person to act as, registrar and transfer agent for the
      Securities;

     

    (m) to
      give
      prompt written notice to the Holders of the Securities of any notice received
      from the Debenture Issuer of its election to defer payments of interest on
      the
      Debentures by extending the interest payment period under the
      Indenture;

     

    (n) to
      take
      all action that may be necessary or appropriate for the preservation and the
      continuation of the Trust's valid existence, rights, franchises and privileges
      as a statutory statutory trust under the laws of the State of Delaware and
      of
      each other jurisdiction in which such existence is necessary to protect the
      limited liability of the Holders of the Capital Securities or to enable the
      Trust to effect the purposes for which the Trust was created; 

     

    (o) to
      take
      any action, not inconsistent with this Declaration or with applicable law,
      that
      the Regular Trustees determine in their discretion to be necessary or desirable
      in carrying out the activities of the Trust as set out in this Section 3.6,
      including, but not limited to:

     

    (i) causing
      the Trust not to be deemed to be an Investment Company required to be registered
      under the Investment Company Act;

     

    (ii) causing
      the Trust to be classified for United States federal income tax purposes as
      a
      grantor trust; and

     

    (iii) cooperating
      with the Debenture Issuer to ensure that the Debentures will be treated as
      indebtedness of the Debenture Issuer for United States federal income tax
      purposes;

     

    provided,
      that
      any such action does not adversely affect the interests of Holders;


     

    (p) to
      take
      all action necessary to cause all applicable tax returns and tax information
      reports that are required to be filed with respect to the Trust to be duly
      prepared and filed by the Regular Trustees, on behalf of the Trust;
      and

     

    (q) to
      execute all documents or instruments, perform all duties and powers, and do
      all
      things for and on behalf of the Trust in all matters necessary or incidental
      to
      the foregoing.

     

    The
      Regular Trustees must exercise the powers set forth in this Section 3.6 in
      a
      manner that is consistent with the purposes and functions of the Trust set
      out
      in Section 3.3, and the Regular Trustees shall not take any action that is
      inconsistent with the purposes and functions of the Trust set forth in Section
      3.3.

     

    Subject
      to this Section 3.6, the Regular Trustees shall have none of the powers or
      the
      authority of the Institutional Trustee set forth in Section 3.8.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Any
      expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall
      be
      reimbursed by the Debenture Issuer.

     

    SECTION
      3.7 Prohibition
      of Actions by the Trust and the Trustees.

     

    (a) The
      Trust
      shall not, and the Trustees (including the Institutional Trustee) shall not
      cause the Trust to, engage in any activity other than as required or authorized
      by this Declaration. In particular, the Trust shall not:

     

    (i) invest
      any proceeds received by the Trust from holding the Debentures, but shall
      promptly distribute all such proceeds to Holders of Securities pursuant to
      the
      terms of this Declaration and of the Securities; 

     

    (ii) acquire
      any assets other than as expressly provided herein;

     

    (iii) possess
      Trust property for other than a Trust purpose;

     

    (iv) make
      any
      loans or incur any indebtedness;

     

    (v) possess
      any power or otherwise act in such a way as to vary the Trust assets or the
      terms of the Securities in any way whatsoever;

     

    (vi) issue
      any
      securities or other evidences of beneficial ownership of, or beneficial interest
      in, the Trust other than the Securities; or

     

    (vii) other
      than as provided in this Declaration or Annex I, (A) direct the time, method
      and
      place of exercising any trust or power conferred upon the Debenture Trustee
      with
      respect to the Debentures, (B) waive any past Default that is waivable under
      the
      Indenture, (C) exercise any right to rescind or annul any declaration that
      the
      principal of all the Debentures shall be due and payable or (D) consent to
      any
      amendment, modification or termination of the Indenture or the Debentures where
      such consent shall be required unless the Trust shall have obtained an opinion
      of nationally recognized independent tax counsel experienced in such matters
      to
      the effect that as a result of such action, the Trust will not fail to be
      classified as a grantor trust for United States federal income tax
      purposes.

     

    SECTION
      3.8 Powers
      and Duties of the Institutional Trustee.

     

    (a) The
      legal
      title to the Debentures shall be owned by and held of record in the name of
      the
      Institutional Trustee in trust for the benefit of the Holders of the Securities.
      The right, title and interest of the Institutional Trustee to the Debentures
      shall vest automatically in each Person who may hereafter be appointed as
      Institutional Trustee in accordance with Section 5.6. Such vesting and cessation
      of title shall be effective whether or not conveyancing documents with regard
      to
      the Debentures have been executed and delivered.

     

    (b) The
      Institutional Trustee shall not transfer its right, title and interest in the
      Debentures to the Regular Trustees or to the Delaware Trustee (if the
      Institutional Trustee does not also act as Delaware Trustee).

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (c) The
      Institutional Trustee shall: 

     

    (i) establish
      and maintain a segregated non-interest bearing trust account (the "Institutional
      Trustee Account") in the name of and under the exclusive control of the
      Institutional Trustee on behalf of the Holders of the Securities and, upon
      the
      receipt of payments of funds made in respect of the Debentures held by the
      Institutional Trustee, deposit such funds into the Institutional Trustee Account
      and make payments to the Holders of the Capital Securities and Holders of the
      Common Securities from the Institutional Trustee Account in accordance with
      Section 6.1. Funds in the Institutional Trustee Account shall be held uninvested
      until disbursed in accordance with this Declaration. The Institutional Trustee
      Account shall be an account that is maintained with a banking institution the
      rating on whose long-term unsecured indebtedness assigned by a "nationally
      recognized statistical rating organization," as that term is defined for
      purposes of Rule 436(g)(2) under the Securities Act, is at least equal to the
      rating assigned to the Capital Securities by a nationally recognized statistical
      rating organization;

     

    (ii) engage
      in
      such ministerial activities as shall be necessary or appropriate to effect
      the
      redemption of the Capital Securities and the Common Securities to the extent
      the
      Debentures are redeemed or mature; and

     

    (iii) upon
      written notice of distribution issued by the Regular Trustees in accordance
      with
      the terms of the Securities, engage in such ministerial activities as shall
      be
      necessary or appropriate to effect the distribution of the Debentures to Holders
      of Securities upon the occurrence of certain Special Events or other specified
      circumstances pursuant to the terms of the Securities.

     

    (d) The
      Institutional Trustee shall take all actions and perform such duties as may
      be
      specifically required of the Institutional Trustee pursuant to the terms of
      the
      Securities.

     

    (e) Subject
      to Section 2.6, the Institutional Trustee shall take any Legal Action which
      arises out of or in connection with a Default of which a Responsible Officer
      of
      the Institutional Trustee has actual knowledge or the Institutional Trustee's
      duties and obligations under this Declaration or the Trust Indenture
      Act.

     

    (f) The
      Institutional Trustee shall not resign as a Trustee unless either:

     

    (i) the
      Trust
      has been completely liquidated and the proceeds of the liquidation distributed
      to the Holders of Securities pursuant to the terms of the Securities;
      or

     

    (ii) a
      Successor Institutional Trustee has been appointed and has accepted that
      appointment in accordance with Section 5.6.

     

    (g) The
      Institutional Trustee shall have the legal power to exercise all of the rights,
      powers and privileges of a holder of Debentures under the Indenture and, if
      a
      Default actually known to a Responsible Officer of the Institutional Trustee
      occurs and is continuing, the Institutional Trustee shall, for the benefit
      of
      Holders of the Securities, enforce its rights as holder of the Debentures
      subject to the rights of the Holders pursuant to the terms of such Securities,
      this Declaration, the Statutory Trust Act and the Trust Indenture Act.


     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (h) The
      Institutional Trustee may authorize one or more Persons (each, a "Paying Agent")
      to pay Distributions, redemption payments or liquidation payments on behalf
      of
      the Trust with respect to all securities and any such Paying Agent shall comply
      with Sec. 317(b) of the Trust Indenture Act. Any Paying Agent may be
      removed by the Institutional Trustee at any time and a successor Paying Agent
      or
      additional Paying Agents may be appointed at any time by the Institutional
      Trustee.

     

    (i) Subject
      to this Section 3.8, the Institutional Trustee shall have none of the duties,
      liabilities, powers or the authority of the Regular Trustees set forth in
      Section 3.6.

     

    The
      Institutional Trustee must exercise the powers set forth in this Section 3.8
      in
      a manner that is consistent with the purposes and functions of the Trust set
      out
      in Section 3.3, and the Institutional Trustee shall not take any action that
      is
      inconsistent with the purposes and functions of the Trust set out in Section
      3.3.

     

    SECTION
      3.9 Certain
      Duties and Responsibilities of the Institutional Trustee.

     

    (a) The
      Institutional Trustee, before the occurrence of any Default and after the curing
      of all Defaults that may have occurred, shall undertake to perform only such
      duties as are specifically set forth in this Declaration and no implied
      covenants shall be read into this Declaration against the Institutional Trustee.
      In case a Default has occurred (that has not been cured or waived pursuant
      to
      Section 2.6) of which a Responsible Officer of the Institutional Trustee has
      actual knowledge, the Institutional Trustee shall exercise such of the rights
      and powers vested in it by this Declaration, and use the same degree of care
      and
      skill in the exercise of such rights and powers, as a prudent person would
      exercise or use under the circumstances in the conduct of his or her own
      affairs.

     

    (b) No
      provision of this Declaration shall be construed to relieve the Institutional
      Trustee from liability for its own negligent action, its own negligent failure
      to act, or its own willful misconduct, except that:

     

    (i) prior
      to
      the occurrence of a Default and after the curing or waiving of all such Defaults
      that may have occurred:

     

    (A) the
      duties and obligations of the Institutional Trustee shall be determined solely
      by the express provisions of this Declaration and the Institutional Trustee
      shall not be liable except for the performance of such duties and obligations
      as
      are specifically set forth in this Declaration, and no implied covenants or
      obligations shall be read into this Declaration against the Institutional
      Trustee; and

     

    (B) in
      the
      absence of bad faith on the part of the Institutional Trustee, the Institutional
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Institutional Trustee and conforming to the requirements of
      this Declaration; but in the case of any such certificates or opinions that
      by
      any provision hereof are specifically required to be furnished to the
      Institutional Trustee, the Institutional Trustee shall be under a duty to
      examine the same to determine whether or not they conform to the requirements
      of
      this Declaration;

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (ii) the
      Institutional Trustee shall not be liable for any error of judgment made in
      good
      faith by a Responsible Officer of the Institutional Trustee, unless it shall
      be
      proved that the Institutional Trustee was negligent in ascertaining the
      pertinent facts;

     

    (iii) the
      Institutional Trustee shall not be liable with respect to any action taken
      or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of not less than a Majority in liquidation amount of the Securities
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Institutional Trustee, or exercising any trust or power
      conferred upon the Institutional Trustee under this Declaration; 

     

    (iv) no
      provision of this Declaration shall require the Institutional Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that the repayment
      of
      such funds or liability is not reasonably assured to it under the terms of
      this
      Declaration or indemnity reasonably satisfactory to the Institutional Trustee
      against such risk or liability is not reasonably assured to it;

     

    (v) the
      Institutional Trustee's sole duty with respect to the custody, safe keeping
      and
      physical preservation of the Debentures and the Institutional Trustee Account
      shall be to deal with such property in a similar manner as the Institutional
      Trustee deals with similar property for its own account, subject to the
      protections and limitations on liability afforded to the Institutional Trustee
      under this Declaration and the Trust Indenture Act;

     

    (vi) the
      Institutional Trustee shall have no duty or liability for or with respect to
      the
      value, genuineness, existence or sufficiency of the Debentures or the payment
      of
      any taxes or assessments levied thereon or in connection therewith;

     

    (vii) the
      Institutional Trustee shall not be liable for any interest on any money received
      by it except as it may otherwise agree with the Sponsor. Money held by the
      Institutional Trustee need not be segregated from other funds held by it except
      in relation to the Institutional Trustee Account maintained by the Institutional
      Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise
      required by law; and

     

    (viii) the
      Institutional Trustee shall not be responsible for monitoring the compliance
      by
      the Regular Trustees or the Sponsor with their respective duties under this
      Declaration, nor shall the Institutional Trustee be liable for any default
      or
      misconduct of the Regular Trustees or the Sponsor.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    SECTION
      3.10 Certain
      Rights of Institutional Trustee.

     

    (a) Subject
      to the provisions of Section 3.9:

     

    (i) the
      Institutional Trustee may conclusively rely and shall be fully protected in
      acting or refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed, sent or presented by
      the
      proper party or parties;

     

    (ii) any
      direction or act of the Sponsor or the Regular Trustees contemplated by this
      Declaration shall be sufficiently evidenced by an Officers'
      Certificate;

     

    (iii) whenever
      in the administration of this Declaration, the Institutional Trustee shall
      deem
      it desirable that a matter be proved or established before taking, suffering
      or
      omitting any action hereunder, the Institutional Trustee (unless other evidence
      is herein specifically prescribed) may, in the absence of bad faith on its
      part,
      request and conclusively rely upon an Officers' Certificate which, upon receipt
      of such request, shall be promptly delivered by the Sponsor or the Regular
      Trustees;

     

    (iv) the
      Institutional Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (including any financing or continuation
      statement or any filing under tax or securities laws) or any rerecording,
      refiling or registration thereof;

     

    (v) the
      Institutional Trustee may consult with counsel or other experts and the advice
      or opinion of such counsel and experts with respect to legal matters or advice
      within the scope of such experts' area of expertise shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in accordance with such advice or opinion,
      such counsel may be counsel to the Sponsor or any of its Affiliates, and may
      include any of its employees. The Institutional Trustee shall have the right
      at
      any time to seek instructions concerning the administration of this Declaration
      from any court of competent jurisdiction;

     

    (vi) the
      Institutional Trustee shall be under no obligation to exercise any of the rights
      or powers vested in it by this Declaration at the request or direction of any
      Holder, unless such Holder shall have provided to the Institutional Trustee
      security and indemnity, reasonably satisfactory to the Institutional Trustee,
      against the costs, expenses (including attorneys' fees and expenses and the
      expenses of the Institutional Trustee's agents, nominees or custodians) and
      liabilities that might be incurred by it in complying with such request or
      direction, including such reasonable advances as may be requested by the
      Institutional Trustee provided that nothing contained in this Section
      3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the
      occurrence of a Default, of its obligation to exercise the rights and powers
      vested in it by this Declaration;

     

    (vii) the
      Institutional Trustee shall not be bound to make any investigation into the
      facts or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture,
      note, other evidence of indebtedness or other paper or document, but the
      Institutional Trustee, in its discretion, may make such further inquiry or
      investigation into such facts or matters as it may see fit;

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (viii) the
      Institutional Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents,
      custodians, nominees or attorneys and the Institutional Trustee shall not be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care by it hereunder;

     

    (ix) any
      action taken by the Institutional Trustee or its agents hereunder shall bind
      the
      Trust and the Holders of the Securities, and the signature of the Institutional
      Trustee or its agents alone shall be sufficient and effective to perform any
      such action and no third party shall be required to inquire as to the authority
      of the Institutional Trustee to so act or as to its compliance with any of
      the
      terms and provisions of this Declaration, both of which shall be conclusively
      evidenced by the Institutional Trustee's or its agent's taking such
      action;

     

    (x) whenever
      in the administration of this Declaration the Institutional Trustee shall deem
      it desirable to receive instructions with respect to enforcing any remedy or
      right or taking any other action hereunder, the Institutional Trustee (i) may
      request instructions from the Holders of the Securities which instructions
      may
      only be given by the Holders of the same proportion in liquidation amount of
      the
      Securities as would be entitled to direct the Institutional Trustee under the
      terms of the Securities in respect of such remedy, right or action, (ii) may
      refrain from enforcing such remedy or right or taking such other action until
      such instructions are received, and (iii) shall be protected in conclusively
      relying on or acting in or accordance with such instructions; and

     

    (xi) except
      as
      otherwise expressly provided by this Declaration, the Institutional Trustee
      shall not be under any obligation to take any action that is discretionary
      under
      the provisions of this Declaration. 

     

    (b) No
      provision of this Declaration shall be deemed to impose any duty or obligation
      on the Institutional Trustee to perform any act or acts or exercise any right,
      power, duty or obligation conferred or imposed on it, in any jurisdiction in
      which it shall be illegal, or in which the Institutional Trustee shall be
      unqualified or incompetent in accordance with applicable law, to perform any
      such act or acts, or to exercise any such right, power, duty or obligation.
      No
      permissive power or authority available to the Institutional Trustee shall
      be
      construed to be a duty.

     

    SECTION
      3.11 Delaware
      Trustee.

     

    The
      Delaware Trustee is appointed to serve as the trustee of the Trust in the State
      of Delaware for the sole purpose of satisfying the requirement of Section
      3807(a) of the Statutory Trust Act that the Trust have at least one trustee
      with
      a principal place of business in the State of Delaware. It is understood and
      agreed by the parties hereto that the Delaware Trustee shall have none of the
      duties or liabilities of the Regular Trustees or the Institutional Trustee.
      The
      duties of the Delaware Trustee shall be limited to (i) accepting legal process
      served on the Trust in the State of Delaware and (ii) the execution of any
      certificates required to be filed with the Delaware Secretary of State which
      the
      Delaware Trustee is required to execute under Section 3811 of the Statutory
      Trust Act. To the extent that, at law or in equity, the Delaware Trustee has
      duties (including fiduciary duties) and liabilities relating thereto to the
      Trust or the Holders, it is hereby understood and agreed by the other parties
      hereto that such duties and liabilities are replaced by the duties and
      liabilities of the Delaware Trustee expressly set forth in this Declaration.
      The
      Delaware trustee shall have no liability for the acts or omissions of the
      Regular Trustees or the Institutional Trustee. The Delaware Trustee shall be
      entitled to all of the same rights, protections, indemnities and immunities
      under this Declaration and with respect to the Trust as the Institutional
      Trustee.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    SECTION
      3.12 Execution
      of Documents.

     

    Unless
      otherwise determined by the Regular Trustees, and except as otherwise required
      by the Statutory Trust Act, any Regular Trustee is authorized to execute on
      behalf of the Trust any documents that the Regular Trustees have the power
      and
      authority to execute pursuant to Section 3.6; provided, that the registration
      statement referred to in Section 3.6(b)(i), including any amendments
      thereto, shall be signed by all of the Regular Trustees.

     

    SECTION
      3.13 Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained in this Declaration and the Securities shall be taken as
      the
      statements of the Sponsor, and the Trustees do not assume any responsibility
      for
      their correctness. The Trustees make no representations as to the value or
      condition of the property of the Trust or any part thereof. The Trustees make
      no
      representations as to the validity or sufficiency of this Declaration or the
      Securities.

     

    SECTION
      3.14 Duration
      of Trust.

     

    The
      Trust, unless dissolved and terminated pursuant to the provisions of Article
      VIII hereof, shall have existence for sixty (60) years from the Closing
      Date.

     

    SECTION
      3.15 Mergers.

     

    (a) The
      Trust
      may not consolidate, amalgamate, merge with or into, or be replaced by, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to any corporation or other body, except as described in Section 3.15(b) and
      (c).

     

    (b) The
      Trust
      may, with the consent of the Regular Trustees or, if there are more than two,
      a
      majority of the Regular Trustees and without the consent of the Holders of
      the
      Securities, the Delaware Trustee or the Institutional Trustee, consolidate,
      amalgamate, merge with or into, or be replaced by a trust organized as such
      under the laws of any State; provided, that:

     

    (i) such
      successor entity (the "Successor Entity") either:

     

    (A) expressly
      assumes all of the obligations of the Trust under the Securities;
      or

     

    (B) substitutes
      for the Securities other securities having substantially the same terms as
      the
      Capital Securities (the "Successor Securities") so long as the Successor
      Securities rank the same as the Capital Securities rank with respect to
      Distributions and payments upon liquidation, redemption and otherwise;


     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (ii) the
      Debenture Issuer expressly acknowledges a trustee of the Successor Entity that
      possesses the same powers and duties as the Institutional Trustee in its
      capacity as the Holder of the Debentures; 

     

    (iii) the
      Capital Securities or any Successor Securities are listed, or any Successor
      Securities will be listed upon notification of issuance, on any national
      securities exchange or with any other organization on which the Capital
      Securities are then listed or quoted;

     

    (iv) such
      merger, consolidation, amalgamation or replacement does not cause the Capital
      Securities (including any Successor Securities) to be downgraded by any
      nationally recognized statistical rating organization;

     

    (v) such
      merger, consolidation, amalgamation or replacement does not adversely affect
      the
      rights, preferences and privileges of the Holders of the Securities (including
      any Successor Securities) in any material respect (other than with respect
      to
      any dilution of such Holders' interests in the new entity as a result of such
      merger, consolidation, amalgamation or replacement);

     

    (vi) such
      Successor Entity has a purpose identical to that of the Trust; 

     

    (vii) prior
      to
      such merger, consolidation, amalgamation or replacement, the Trust has received
      an opinion of a nationally recognized independent counsel to the Trust
      experienced in such matters to the effect that:

     

    (A) such
      merger, consolidation, amalgamation or replacement does not adversely affect
      the
      rights, preferences and privileges of the Holders of the Securities (including
      any Successor Securities) in any material respect (other than with respect
      to
      any dilution of the Holders' interest in the new entity); and

     

    (B) following
      such merger, consolidation, amalgamation or replacement, neither the Trust
      nor
      the Successor Entity will be required to register as an Investment Company;
      and

     

    (C) following
      such merger, consolidation, amalgamation or replacement, the Trust (or the
      Successor Entity) will continue to be classified as a grantor trust for United
      States federal income tax purposes; and

     

    (viii) the
      Sponsor guarantees the obligations of such Successor Entity under the Successor
      Securities at least to the extent provided by the Capital Securities Guarantee.
      

     

    (c) Notwithstanding
      Section 3.15(b), the Trust shall not, except with the consent of Holders of
      100%
      in liquidation amount of the Securities, consolidate, amalgamate, merge with
      or
      into, or be replaced by any other entity or permit any other entity to
      consolidate, amalgamate, merge with or into, or replace it, if in the opinion
      of
      a nationally recognized independent tax counsel experienced in such matters,
      such consolidation, amalgamation, merger or replacement would cause the Trust
      or
      the Successor Entity to be classified as other than a grantor trust for United
      States federal income tax purposes.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

    SPONSOR

     

    SECTION
      4.1 Sponsor's
      Purchase of Common Securities.

     

    On
      the
      Closing Date, the Sponsor will purchase all of the Common Securities issued
      by
      the Trust at the same time as the Capital Securities are sold.

     

    SECTION
      4.2 Responsibilities
      of the Sponsor.

     

    In
      connection with the issue and sale of the Capital Securities, the Sponsor shall
      have the exclusive right and responsibility to engage in the following
      activities:

     

    (a) to
      prepare for filing by the Trust with the Commission a registration statement
      on
      Form S-3 or on another appropriate form, or a registration statement under
      Rule
      462(b) of the Securities Act, including any pre-effective or post-effective
      amendments thereto, relating to the registration under the Securities Act of
      the
      Capital Securities;

     

    (b) to
      determine the States in which to take appropriate action to qualify or register
      for sale all or part of the Capital Securities and to do any and all such acts,
      other than actions which must be taken by the Trust, and advise the Trust of
      actions it must take, and prepare for execution and filing any documents to
      be
      executed and filed by the Trust, as the Sponsor deems necessary or advisable
      in
      order to comply with the applicable laws of any such States;

     

    (c) to
      prepare for filing by the Trust an application to the New York Stock Exchange,
      any other national stock exchange or the Nasdaq National Market for listing
      upon
      notice of issuance of any Capital Securities;

     

    (d) to
      prepare for filing by the Trust with the Commission a registration statement
      on
      Form 8-A, including any pre-effective or post-effective amendments thereto,
      relating to the registration of the Capital Securities under Section 12(b)
      of
      the Exchange Act, including any amendments thereto; and

     

    (e) to
      negotiate the terms of the Underwriting Agreement providing for the sale of
      the
      Capital Securities.

     

    ARTICLE
      V

    TRUSTEES

     

    SECTION
      5.1 Number
      of
      Trustees.

     

    The
      number of Trustees initially shall be five (5), and:

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    (a) at
      any
      time before the issuance of any Securities, the Sponsor may, by written
      instrument, increase or decrease the number of Trustees; and

     

    (b) after
      the
      issuance of any Securities, the number of Trustees may be increased or decreased
      by vote of the Holders of a majority in liquidation amount of the Common
      Securities voting as a class at a meeting of the Holders of the Common
      Securities,

     

    provided,
      however,
      that
      the number of Trustees shall in no event be less than two (2); provided further
      that (1) one Trustee, in the case of a natural person, shall be a person who
      is
      a resident of the State of Delaware or that, if not a natural person, shall
      be
      an entity which has its principal place of business in the State of Delaware
      (the "Delaware Trustee"); (2) there shall be at least one Trustee who is an
      employee or officer of, or is affiliated with the Sponsor (a "Regular Trustee");
      and (3) one Trustee shall be the Institutional Trustee for so long as this
      Declaration is required to qualify as an indenture under the Trust Indenture
      Act, and such Trustee may also serve as Delaware Trustee if it meets the
      applicable requirements.

     

    SECTION
      5.2 Delaware
      Trustee.

     

    If
      required by the Statutory Trust Act, the Delaware Trustee shall be:

     

    (a) a
      natural
      person who is a resident of the State of Delaware; or

     

    (b) if
      not a
      natural person, an entity which has its principal place of business in the
      State
      of Delaware, and otherwise meets the requirements of applicable
      law,

     

    provided,
      that if
      the Institutional Trustee has its principal place of business in the State
      of
      Delaware and otherwise meets the requirements of applicable law, then the
      Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall
      have no application.

     

    SECTION
      5.3 Institutional
      Trustee; Eligibility.

     

    (a) There
      shall at all times be one Trustee that shall act as Institutional Trustee which
      shall:

     

    (i) not
      be an
      Affiliate of the Sponsor;

     

    (ii) be
      a
      corporation organized and doing business under the laws of the United States
      of
      America or any State or Territory thereof or of the District of Columbia, or
      a
      corporation or Person permitted by the Commission to act as an institutional
      trustee under the Trust Indenture Act, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least 50
      million U.S. dollars ($50,000,000), and subject to supervision or examination
      by
      Federal, State, Territorial or District of Columbia authority. If such
      corporation publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of the supervising or examining authority referred to above,
      then for the purposes of this Section 5.3(a)(ii), the combined capital and
      surplus of such corporation shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published;
      and

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (iii) if
      the
      Trust is excluded from the definition of an Investment Company solely by means
      of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having certain
      qualifications to hold title to the "eligible assets" of the Trust, the
      Institutional Trustee shall possess those qualifications.

     

    (b) If
      at any
      time the Institutional Trustee shall cease to be eligible to so act under
      Section 5.3(a), the Institutional Trustee shall immediately resign in the manner
      and with the effect set forth in Section 5.6(c).

     

    (c) If
      the
      Institutional Trustee has or shall acquire any "conflicting interest" within
      the
      meaning of Sec. 310(b) of the Trust Indenture Act, the Institutional Trustee
      and
      the Holders of the Common Securities (as if such Holders were the obligor
      referred to in Sec. 310(b) of the Trust Indenture Act) shall in all respects
      comply with the provisions of Sec. 310(b) of the Trust Indenture
      Act.

     

    (d) The
      Capital Securities Guarantee shall be deemed to be specifically described in
      this Declaration for purposes of clause (i) of the first provision contained
      in
      Section 310(b) of the Trust Indenture Act.

     

    (e) The
      initial Institutional Trustee shall be as set forth in Section 5.5
      hereof.

     

    SECTION
      5.4 Qualifications
      of Regular Trustees and Delaware Trustee Generally.

     

    Each
      Regular Trustee and the Delaware Trustee (unless the Institutional Trustee
      also
      acts as Delaware Trustee) shall be either a natural person who is at least
      21
      years of age or a legal entity that shall act through one or more Authorized
      Officers.

     

    SECTION
      5.5 Initial
      Trustees; Additional Powers of Regular Trustees.

     

    
      	
            	(a)	
              The
                initial Regular Trustees shall be:

            


    

     

    Saul
      Rosen

    Sallie
      Krawcheck

    John
      Gerspach

    


    The
      initial Delaware Trustee shall be:

    


    The
      Bank
      of New York (Delaware) 

    100
      White
      Clay Center 

    Route
      273


    P.
      O. Box
      6995 

    Newark,
      DE 19711

    Attn:
      Corporate Trust Department

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    The
      initial Institutional Trustee shall be:

    


    The
      Bank
      of New York

    101
      Barclay Street-8W 

    New
      York,
      New York 10286

    Attn:
      Global Trust Administration

    


    (b) Except
      as
      expressly set forth in this Declaration and except if a meeting of the Regular
      Trustees is called with respect to any matter over which the Regular Trustees
      have power to act, any power of the Regular Trustees may be exercised by, or
      with the consent of, any one such Regular Trustee.

     

    (c) Unless
      otherwise determined by the Regular Trustees, and except as otherwise required
      by the Statutory Trust Act or applicable law, any Regular Trustee is authorized
      to execute on behalf of the Trust any documents which the Regular Trustees
      have
      the power and authority to cause the Trust to execute pursuant to Section 3.6,
      provided, that the registration statement referred to in Section 3.6, including
      any amendments thereto, shall be signed by all of the Regular Trustees;
      and

     

    (d) a
      Regular
      Trustee may, by power of attorney consistent with applicable law, delegate
      to
      any other natural person over the age of 21 his or her power for the purposes
      of
      signing any documents which the Regular Trustees have power and authority to
      cause the Trust to execute pursuant to Section 3.6.

     

    SECTION
      5.6 Appointment,
      Removal and Resignation of Trustees.

     

    (a) Subject
      to Section 5.6(b), Trustees may be appointed or removed without cause at any
      time:

     

    (i) until
      the
      issuance of any Securities, by written instrument executed by the Sponsor;
      and

     

    (ii) in
      the
      case of the Regular Trustees, after the issuance of any Securities, by vote
      of
      the Holders of a Majority in liquidation amount of the Common Securities voting
      as a class at a meeting of the Holders of the Common Securities;

     

    (iii) in
      the
      case of the Institutional Trustee and the Delaware Trustee, unless a Default
      shall have occurred and be continuing after the issuance of any Securities,
      by a
      vote of the Holders of a Majority in liquidation amount of the Common Securities
      voting as a class at a meeting of the Holders of the Common Securities;
      and

     

    (iv) in
      the
      case of the Institutional Trustee and the Delaware Trustee, if a Default shall
      have occurred and be continuing after the issuance of the Securities, by a
      vote
      of the Holders of a Majority in liquidation amount of the Capital Securities
      voting as a class at a meeting of the Holders of the Capital
      Securities.

     

    (b) 
      The
      Trustee that acts as Institutional Trustee shall not be removed in accordance
      with Section 5.6(a) until a successor Trustee possessing the qualifications
      to
      act as Institutional Trustee under Section 5.3 (a "Successor Institutional
      Trustee") has been appointed and has accepted such appointment by written
      instrument executed by such Successor Institutional Trustee and delivered to
      the
      Regular Trustees and the Sponsor; and

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    (ii) the
      Trustee that acts as Delaware Trustee shall not be removed in accordance with
      Section 5.6(a) until a successor Trustee possessing the qualifications to act
      as
      Delaware Trustee under Sections 5.2 and 5.4 (a "Successor Delaware Trustee")
      has
      been appointed and has accepted such appointment by written instrument executed
      by such Successor Delaware Trustee and delivered to the Regular Trustees and
      the
      Sponsor.

     

    (c) A
      Trustee
      appointed to office shall hold office until his successor shall have been
      appointed or until his death, removal or resignation. Any Trustee may resign
      from office (without need for prior or subsequent accounting) by an instrument
      in writing signed by the Trustee and delivered to the Sponsor and the Trust,
      which resignation shall take effect upon such delivery or upon such later date
      as is specified therein; provided, however, that:

     

    (i) No
      such
      resignation of the Trustee that acts as the Institutional Trustee shall be
      effective:

     

    (A) until
      a
      Successor Institutional Trustee has been appointed and has accepted such
      appointment by instrument executed by such Successor Institutional Trustee
      and
      delivered to the Trust, the Sponsor and the resigning Institutional Trustee;
      or

     

    (B) until
      the
      assets of the Trust have been completely liquidated and the proceeds thereof
      distributed to the holders of the Securities; and

     

    (ii) no
      such
      resignation of the Trustee that acts as the Delaware Trustee shall be effective
      until a Successor Delaware Trustee has been appointed and has accepted such
      appointment by instrument executed by such Successor Delaware Trustee and
      delivered to the Trust, the Sponsor and the resigning Delaware
      Trustee.

     

    (d) The
      Holders of the Common Securities shall use their best efforts to promptly
      appoint a Successor Delaware Trustee or Successor Institutional Trustee as
      the
      case may be if the Institutional Trustee or the Delaware Trustee delivers an
      instrument of resignation in accordance with this Section 5.6.

     

    (e) If
      no
      Successor Institutional Trustee or Successor Delaware Trustee shall have been
      appointed and accepted appointment as provided in this Section 5.6 within 60
      days after delivery to the Sponsor and the Trust of an instrument of
      resignation, the resigning Institutional Trustee or Delaware Trustee, as
      applicable, may petition any court of competent jurisdiction for appointment
      of
      a Successor Institutional Trustee or Successor Delaware Trustee. Such court
      may
      thereupon, after prescribing such notice, if any, as it may deem proper and
      prescribe, appoint a Successor Institutional Trustee or Successor Delaware
      Trustee, as the case may be.

     

    (f) No
      Institutional Trustee or Delaware Trustee shall be liable for the acts or
      omissions to act of any Successor Institutional Trustee or Successor Delaware
      Trustee, as the case may be.

     

    
      
         

      

      
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    SECTION
      5.7 Vacancies
      among Trustees.

     

    If
      a
      Trustee ceases to hold office for any reason and the number of Trustees is
      not
      reduced pursuant to Section 5.1, or if the number of Trustees is increased
      pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the
      existence of such vacancy by the Regular Trustees or, if there are more than
      two, a majority of the Regular Trustees shall be conclusive evidence of the
      existence of such vacancy. The vacancy shall be filled with a Trustee appointed
      in accordance with Section 5.6.

     

    SECTION
      5.8 Effect
      of
      Vacancies.

     

    The
      death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
      incompetence or incapacity to perform the duties of a Trustee shall not operate
      to annul the Trust. Whenever a vacancy in the number of Regular Trustees shall
      occur, until such vacancy is filled by the appointment of a Regular Trustee
      in
      accordance with Section 5.6, the Regular Trustees in office, regardless of
      their
      number, shall have all the powers granted to the Regular Trustees and shall
      discharge all the duties imposed upon the Regular Trustees by this
      Declaration.

     

    SECTION
      5.9 Meetings.

     

    If
      there
      is more than one Regular Trustee, meetings of the Regular Trustees shall be
      held
      from time to time upon the call of any Regular Trustee. Regular meetings of
      the
      Regular Trustees may be held at a time and place fixed by resolution of the
      Regular Trustees. Notice of any in-person meetings of the Regular Trustees
      shall
      be hand delivered or otherwise delivered in writing (including by facsimile,
      with a hard copy by overnight courier) not less than 48 hours before such
      meeting. Notice of any telephonic meetings of the Regular Trustees or any
      committee thereof shall be hand delivered or otherwise delivered in writing
      (including by facsimile, with a hard copy by overnight courier) not less than
      24
      hours before a meeting. Notices shall contain a brief statement of the time,
      place and anticipated purposes of the meeting. The presence (whether in person
      or by telephone) of a Regular Trustee at a meeting shall constitute a waiver
      of
      notice of such meeting except where a Regular Trustee attends a meeting for
      the
      express purpose of objecting to the transaction of any activity on the ground
      that the meeting has not been lawfully called or convened. Unless provided
      otherwise in this Declaration, any action of the Regular Trustees may be taken
      at a meeting by vote of a majority of the Regular Trustees present (whether
      in
      person or by telephone) and eligible to vote with respect to such matter,
      provided that a Quorum is present, or without a meeting by the unanimous written
      consent of the Regular Trustees. In the event there is only one Regular Trustee,
      any and all action of such Regular Trustee shall be evidenced by a written
      consent of such Regular Trustee.

     

    SECTION
      5.10 Delegation
      of Power.

     

    (a) Any
      Regular Trustee may, by power of attorney consistent with applicable law,
      delegate to any other natural person over the age of 21 his or her power for
      the
      purpose of executing any documents contemplated in Section 3.6, including any
      registration statement or amendment thereto filed with the Commission, or making
      any other governmental filing; and 

     

    
      
         

      

      
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    (b) the
      Regular Trustees shall have power to delegate from time to time to such of
      their
      number or to officers of the Trust the doing of such things and the execution
      of
      such instruments either in the name of the Trust or the names of the Regular
      Trustees or otherwise as the Regular Trustees may deem expedient, to the extent
      such delegation is not prohibited by applicable law or contrary to the
      provisions of the Trust, as set forth herein.

     

    SECTION
      5.11 Merger,
      Conversion, Consolidation or Succession to Business.

     

    Any
      corporation into which the Institutional Trustee or the Delaware Trustee, as
      the
      case may be, may be merged or converted or with which either may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Institutional Trustee or the Delaware Trustee, as
      the
      case may be, shall be a party, or any corporation succeeding to all or
      substantially all the corporate trust business of the Institutional Trustee
      or
      the Delaware Trustee, as the case may be, shall be the successor of the
      Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
      provided such corporation shall be otherwise qualified and eligible under this
      Article, without the execution or filing of any paper or any further act on
      the
      part of any of the parties hereto.

     

    ARTICLE
      VI

    DISTRIBUTIONS

     

    SECTION
      6.1 Distributions.

     

    Holders
      shall receive Distributions (as defined herein) in accordance with the
      applicable terms of the relevant Holder's Securities. Distributions shall be
      made on the Capital Securities and the Common Securities in accordance with
      the
      preferences set forth in their respective terms. If and to the extent that
      the
      Debenture Issuer makes a payment of interest (including Compounded Interest
      (as
      defined in the Indenture) and Additional Interest (as defined in the
      Indenture)), premium and/or principal on the Debentures held by the
      Institutional Trustee (the amount of any such payment being a "Payment Amount"),
      the Institutional Trustee shall and is directed to make a distribution (a
      "Distribution") of the Payment Amount to Holders.

     

    ARTICLE
      VII

    ISSUANCE
      OF SECURITIES

     

    SECTION
      7.1 General
      Provisions Regarding Securities.

     

    (a) The
      Regular Trustees shall on behalf of the Trust issue one class of capital
      securities representing undivided beneficial interests in the assets of the
      Trust having such terms as are set forth in Annex I (the "Capital Securities")
      and one class of common securities representing undivided beneficial interests
      in the assets of the Trust having such terms as are set forth in Annex I (the
      "Common Securities"). The Trust shall issue no securities or other interests
      in
      the assets of the Trust other than the Capital Securities and the Common
      Securities.

     

    (b) The
      Certificates shall be signed on behalf of the Trust by a Regular Trustee. Such
      signature shall be the manual or facsimile signature of any present or any
      future Regular Trustee. In case any Regular Trustee of the Trust who shall
      have
      signed any of the Securities shall cease to be such Regular Trustee before
      the
      Certificates so signed shall be delivered by the Trust, such Certificates
      nevertheless may be delivered as though the person who signed such Certificates
      had not ceased to be such Regular Trustee; and any Certificate may be signed
      on
      behalf of the Trust by such persons who, at the actual date of execution of
      such
      Security, shall be the Regular Trustees of the Trust, although at the date
      of
      the execution and delivery of the Declaration any such person was not such
      a
      Regular Trustee. Certificates shall be printed, lithographed or engraved or
      may
      be produced in any other manner as is reasonably acceptable to the Regular
      Trustees, as evidenced by their execution thereof, and may have such letters,
      numbers or other marks of identification or designation and such legends or
      endorsements as the Regular Trustees may deem appropriate, or as may be required
      to comply with any law or with any rule or regulation of any stock exchange
      on
      which Securities may be listed, or to conform to usage.

     

    
      
         

      

      
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    (c) The
      consideration received by the Trust for the issuance of the Securities shall
      constitute a contribution to the capital of the Trust and shall not constitute
      a
      loan to the Trust. 

     

    (d) Upon
      issuance of the Securities as provided in this Declaration, the Securities
      so
      issued shall be deemed to be validly issued, fully paid and
      non-assessable.

     

    (e) Every
      Person, by virtue of having become a Holder or a Capital Security Beneficial
      Owner in accordance with the terms of this Declaration, shall be deemed to
      have
      expressly assented and agreed to the terms of, and shall be bound by, this
      Declaration.

     

    ARTICLE
      VIII

    TERMINATION
      OF TRUST

     

    SECTION
      8.1 Termination
      of Trust.

     

    (a) The
      Trust
      shall terminate:

     

    (i) upon
      the
      bankruptcy of any Holder of the Common Securities or the Sponsor;

     

    (ii) upon
      the
      filing of a certificate of dissolution or its equivalent with respect to any
      Holder of the Common Securities or the Sponsor; the filing of a certificate
      of
      cancellation with respect to the Trust or the revocation of the Holder of the
      Common Securities or the Sponsor's charter and the expiration of 90 days after
      the date of revocation without a reinstatement thereof;

     

    (iii) upon
      the
      entry of a decree of judicial dissolution of any Holder of the Common
      Securities, the Sponsor or the Trust; 

     

    (iv) Subject
      to obtaining any required regulatory approval, when all of the Securities have
      been called for redemption and the amounts necessary for redemption thereof
      have
      been paid to the Holders in accordance with the terms of the
      Securities;

     

    (v) Subject
      to obtaining any required regulatory approval, when the Trust shall have been
      dissolved in accordance with the terms of the Securities upon election by the
      Sponsor of its right to terminate the Trust and distribute all of the Debentures
      to the Holders of Securities in exchange for all of the Securities and all
      of
      the Debentures shall have been distributed to the Holders of Securities in
      accordance with such election;

     

    
      
         

      

      
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    (vi) before
      the issuance of any Securities, with the consent of all of the Regular Trustees
      and the Sponsor; or

     

    (vii) upon
      the
      expiration of the term of the Trust set forth in Section 3.14.

     

    (b) As
      soon
      as is practicable after the occurrence of an event referred to in Section
      8.1(a), and after satisfaction of liabilities to creditors of the Trust as
      required by applicable law, including Section 3808 of the Statutory Trust Act,
      and subject to the terms set forth in Annex I, the Delaware Trustee, when
      notified in writing of the completion of the winding up of the Trust in
      accordance with the Statutory Trust Act, shall terminate the Trust by filing,
      at
      the expense of the Sponsor, a certificate of cancellation with the Secretary
      of
      State of the State of Delaware.

     

    (c) The
      provisions of Section 3.9 and Article X shall survive the termination of the
      Trust.

     

    ARTICLE
      IX

    TRANSFER
      OF INTERESTS

     

    SECTION
      9.1 Transfer
      of Securities.

     

    (a) Securities
      may only be transferred, in whole or in part, in accordance with the terms
      and
      conditions set forth in this Declaration and in the terms of the Securities.
      Any
      transfer or purported transfer of any Security not made in accordance with
      this
      Declaration shall be null and void.

     

    (b) Subject
      to this Article IX, Capital Securities shall be freely transferable.


     

    (c) Subject
      to this Article IX, the Sponsor and any Related Party may only transfer Common
      Securities to the Sponsor or a Related Party of the Sponsor; provided, that
      any
      such transfer is subject to the condition precedent that the transferor obtain
      the written opinion of nationally recognized independent counsel experienced
      in
      such matters that such transfer would not cause more than an insubstantial
      risk
      that:

     

    (i) the
      Trust
      would not be classified for United States federal income tax purposes as a
      grantor trust; and

     

    (ii) the
      Trust
      would be an Investment Company or the transferee would become an Investment
      Company. 

     

    SECTION
      9.2 Transfer
      of Certificates.

     

    The
      Regular Trustees shall provide for the registration of Certificates and of
      transfers of Certificates, which will be effected without charge but only upon
      payment (with such indemnity as the Regular Trustees may require) in respect
      of
      any tax or other government charges that may be imposed in relation to it.
      Upon
      surrender for registration of transfer of any Certificate, the Regular Trustees
      shall cause one or more new Certificates to be issued in the name of the
      designated transferee or transferees. Every Certificate surrendered for
      registration of transfer shall be accompanied by a written instrument of
      transfer in form satisfactory to the Regular Trustees duly executed by the
      Holder or such Holder's attorney duly authorized in writing. Each Certificate
      surrendered for registration of transfer shall be canceled by the Regular
      Trustees. A transferee of a Certificate shall be entitled to the rights and
      subject to the obligations of a Holder hereunder upon the receipt by such
      transferee of a Certificate. By acceptance of a Certificate, each transferee
      shall be deemed to have agreed to
      be
      bound by this Declaration.

     

    
      
         

      

      
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    SECTION
      9.3 Deemed
      Security Holders.

     

    The
      Trustees may treat the Person in whose name any Certificate shall be registered
      on the books and records of the Trust as the sole holder of such Certificate
      and
      of the Securities represented by such Certificate for purposes of receiving
      Distributions and for all other purposes whatsoever and, accordingly, shall
      not
      be bound to recognize any equitable or other claim to or interest in such
      Certificate or in the Securities represented by such Certificate on the part
      of
      any Person, whether or not the Trust shall have actual or other notice
      thereof.

     

    SECTION
      9.4 Book
      Entry Interests.

     

    Unless
      otherwise specified in the terms of the Capital Securities, the Capital
      Securities Certificates, on original issuance, will be issued in the form of
      one
      or more, fully registered, global Capital Security Certificates (each a "Global
      Certificate"), to be delivered to DTC, the initial Clearing Agency, by, or
      on
      behalf of, the Trust. Such Global Certificates shall initially be registered
      on
      the books and records of the Trust in the name of Cede & Co., the nominee of
      DTC, and no Capital Security Beneficial Owner will receive a definitive Capital
      Security Certificate representing such Capital Security Beneficial Owner's
      interests in such Global Certificates, except as provided in Section 9.7. Unless
      and until definitive, fully registered Capital Security Certificates (the
      "Definitive Capital Security Certificates") have been issued to the Capital
      Security Beneficial Owners pursuant to Section 9.7:

     

    (a) the
      provisions of this Section 9.4 shall be in full force and effect;

     

    (b) the
      Trust
      and the Trustees shall be entitled to deal with the Clearing Agency for all
      purposes of this Declaration (including the payment of Distributions on the
      Global Certificates and receiving approvals, votes or consents hereunder) as
      the
      Holder of the Capital Securities and the sole holder of the Global Certificates
      and shall have no obligation to the Capital Security Beneficial
      Owners;

     

    (c) to
      the
      extent that the provisions of this Section 9.4 conflict with any other
      provisions of this Declaration, the provisions of this Section 9.4 shall
      control; and

     

    (d) the
      rights of the Capital Security Beneficial Owners shall be exercised only through
      the Clearing Agency and shall be limited to those established by law and
      agreements between such Capital Security Beneficial Owners and the Clearing
      Agency and/or the Clearing Agency Participants and receive and transmit payments
      of Distributions on the Global Certificates to such Clearing Agency
      Participants. DTC will make book entry transfers among the Clearing Agency
      Participants.

     

    
      
         

      

      
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    SECTION
      9.5 Notices
      to Clearing Agency.

     

    Whenever
      a notice or other communication to the Capital Security Holders is required
      under this Declaration, unless and until Definitive Capital Security
      Certificates shall have been issued to the Capital Security Beneficial Owners
      pursuant to Section 9.7, the Regular Trustees shall give all such notices and
      communications specified herein to be given to the Capital Security Holders
      to
      the Clearing Agency, and shall have no notice obligations to the Capital
      Security Beneficial Owners.

     

    SECTION
      9.6 Appointment
      of Successor Clearing Agency.

     

    If
      any
      Clearing Agency elects to discontinue its services as a securities depositary
      with respect to the Capital Securities, the Regular Trustees may, in their
      sole
      discretion, appoint a successor Clearing Agency with respect to such Capital
      Securities.

     

    SECTION
      9.7 Definitive
      Capital Security Certificates.

     

    If:

     

    (a) a
      Clearing Agency elects to discontinue its services as a securities depositary
      with respect to the Capital Securities and a successor Clearing Agency is not
      appointed within 90 days after such discontinuance pursuant to Section 9.6;
      or


     

    (b) the
      Regular Trustees elect after consultation with the Sponsor to terminate the
      book
      entry system through the Clearing Agency with respect to the Capital Securities,
      

     

    then:

     

    (c) Definitive
      Capital Security Certificates shall be prepared by the Regular Trustees on
      behalf of the Trust with respect to such Capital Securities; and

     

    (d) upon
      surrender of the Global Certificates by the Clearing Agency, accompanied by
      registration instructions, the Regular Trustees shall cause Definitive
      Certificates to be delivered to Capital Security Beneficial Owners in accordance
      with the instructions of the Clearing Agency. Neither the Trustees nor the
      Trust
      shall be liable for any delay in delivery of such instructions and each of
      them
      may conclusively rely on and shall be protected in relying on, said instructions
      of the Clearing Agency. The Definitive Capital Security Certificates shall
      be
      printed, lithographed or engraved or may be produced in any other manner as
      is
      reasonably acceptable to the Regular Trustees, as evidenced by their execution
      thereof, and may have such letters, numbers or other marks of identification
      or
      designation and such legends or endorsements as the Regular Trustees may deem
      appropriate, or as may be required to comply with any law or with any rule
      or
      regulation made pursuant thereto or with any rule or regulation of any stock
      exchange on which Capital Securities may be listed, or to conform to
      usage.

     

    
      
         

      

      
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    SECTION
      9.8 Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If:
      

     

    (a) any
      mutilated Certificates should be surrendered to the Regular Trustees, or if
      the
      Regular Trustees shall receive evidence to their satisfaction of the
      destruction, loss or theft of any Certificate; and

     

    (b) there
      shall be delivered to the Regular Trustees such security or indemnity as may
      be
      required by them to keep each of them harmless.

     

    then,
      in
      the absence of notice that such Certificate shall have been acquired by a bona
      fide purchaser, any Regular Trustee on behalf of the Trust shall execute and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Certificate, a new Certificate of like denomination. In connection with
      the issuance of any new Certificate under this Section 9.8, the Regular Trustees
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection therewith. Any duplicate
      Certificate issued pursuant to this Section shall constitute conclusive evidence
      of an ownership interest in the relevant Securities, as if originally issued,
      whether or not the lost, stolen or destroyed Certificate shall be found at
      any
      time.

     

    ARTICLE
      X

    LIMITATION
      OF LIABILITY OF HOLDERS OF 

    SECURITIES,
      TRUSTEES OR OTHERS

     

    SECTION
      10.1 Liability.

     

    (a) Except
      as
      expressly set forth in this Declaration, the Capital Securities Guarantee and
      the terms of the Securities, the Sponsor shall not be: 

     

    (i) personally
      liable for the return of any portion of the capital contributions (or any return
      thereon) of the Holders of the Securities which shall be made solely from assets
      of the Trust; and

     

    (ii) required
      to pay to the Trust or to any Holder of Securities any deficit upon dissolution
      of the Trust or otherwise. 

     

    (b) The
      Holder of the Common Securities shall be liable for all of the debts and
      obligations of the Trust (other than with respect to the Securities) to the
      extent not satisfied out of the Trust's assets.

     

    (c) Pursuant
      to Sec. 3803(a) of the Statutory Trust Act, the Holders of the Capital
      Securities shall be entitled to the same limitation of personal liability
      extended to stockholders of private corporations for profit organized under
      the
      General Corporation Law of the State of Delaware.

     

    SECTION
      10.2 Exculpation.

     

    (a) No
      Indemnified Person shall be liable, responsible or accountable in damages or
      otherwise to the Trust or any Covered Person for any loss, damage or claim
      incurred by reason of any act or omission performed or omitted by such
      Indemnified Person in good faith on behalf of the Trust and in a manner such
      Indemnified Person reasonably believed to be within the scope of the authority
      conferred on such Indemnified Person by this Declaration or by law, except
      that
      an Indemnified Person shall be liable for any such loss, damage or claim
      incurred by reason of such Indemnified Person's gross negligence or willful
      misconduct with respect to such acts or omissions.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    (b) An
      Indemnified Person shall be fully protected in relying in good faith upon the
      records of the Trust and upon such information, opinions, reports or statements
      presented to the Trust by any Person as to matters the Indemnified Person
      reasonably believes are within such other Person's professional or expert
      competence and who has been selected with reasonable care by or on behalf of
      the
      Trust, including information, opinions, reports or statements as to the value
      and amount of the assets, liabilities, profits, losses, or any other facts
      pertinent to the existence and amount of assets from which Distributions to
      Holders of Securities might properly be paid.

     

    SECTION
      10.3 Fiduciary
      Duty.

     

    (a) To
      the
      extent that, at law or in equity, an Indemnified Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Trust or to any other
      Covered Person, an Indemnified Person acting under this Declaration shall not
      be
      liable to the Trust or to any other Covered Person for its good faith reliance
      on the provisions of this Declaration. The provisions of this Declaration,
      to
      the extent that they restrict the duties and liabilities of an Indemnified
      Person otherwise existing at law or in equity (other than the duties imposed
      on
      the Institutional Trustee under the Trust Indenture Act), are agreed by the
      parties hereto to replace such other duties and liabilities of such Indemnified
      Person.

     

    (b) Unless
      otherwise expressly provided herein:

     

    (i) whenever
      a conflict of interest exists or arises between any Covered Persons; or


     

    (ii) whenever
      this Declaration or any other agreement contemplated herein or therein provides
      that an Indemnified Person shall act in a manner that is, or provides terms
      that
      are, fair and reasonable to the Trust or any Holder of Securities,

     

    the
      Indemnified Person shall resolve such conflict of interest, take such action
      or
      provide such terms, considering in each case the relative interest of each
      party
      (including its own interest) to such conflict, agreement, transaction or
      situation and the benefits and burdens relating to such interests, any customary
      or accepted industry practices, and any applicable generally accepted accounting
      practices or principles. In the absence of bad faith by the Indemnified Person,
      the resolution, action or term so made, taken or provided by the Indemnified
      Person shall not constitute a breach of this Declaration or any other agreement
      contemplated herein or of any duty or obligation of the Indemnified Person
      at
      law or in equity or otherwise.

     

    (c) Whenever
      in this Declaration an Indemnified Person is permitted or required to make
      a
      decision: 

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    (i) in
      its
      "discretion" or under a grant of similar authority, the Indemnified Person
      shall
      be entitled to consider such interests and factors as it desires, including
      its
      own interests, and shall have no duty or obligation to give any consideration
      to
      any interest of or factors affecting the Trust or any other Person;
      or

     

    (ii) in
      its
      "good faith" or under another express standard, the Indemnified Person shall
      act
      under such express standard and shall not be subject to any other or different
      standard imposed by this Declaration or by applicable law.

     

    SECTION
      10.4 Indemnification.

     

    (a)
      The
      Debenture Issuer shall indemnify, to the full extent permitted by law, any
      Company Indemnified Person who was or is a party or is threatened to be made
      a
      party to any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative (other than an action
      by or in the right of the Trust) by reason of the fact that he is or was a
      Company Indemnified Person against expenses (including attorneys' fees),
      judgments, fines and amounts paid in settlement actually and reasonably incurred
      by him in connection with such action, suit or proceeding if he acted in good
      faith and in a manner he reasonably believed to be in or not opposed to the
      best
      interests of the Trust, and, with respect to any criminal action or proceeding,
      had no reasonable cause to believe his conduct was unlawful. The termination
      of
      any action, suit or proceeding by judgment, order, settlement, conviction,
      or
      upon a plea of nolo
      contendere
      or its
      equivalent, shall not, of itself, create a presumption that the Company
      Indemnified Person did not act in good faith and in a manner which he reasonably
      believed to be in or not opposed to the best interests of the Trust, and, with
      respect to any criminal action or proceeding, had reasonable cause to believe
      that his conduct was unlawful.

     

    (ii) The
      Debenture Issuer shall indemnify, to the full extent permitted by law, any
      Company Indemnified Person who was or is a party or is threatened to be made
      a
      party to any threatened, pending or completed action or suit by or in the right
      of the Trust to procure a judgment in its favor by reason of the fact that
      he is
      or was a Company Indemnified Person against expenses (including attorneys'
      fees)
      actually and reasonably incurred by him in connection with the defense or
      settlement of such action or suit if he acted in good faith and in a manner
      he
      reasonably believed to be in or not opposed to the best interests of the Trust
      and except that no such indemnification shall be made in respect of any claim,
      issue or matter as to which such Company Indemnified Person shall have been
      adjudged to be liable to the Trust unless and only to the extent that the Court
      of Chancery of Delaware or the court in which such action or suit was brought
      shall determine upon application that, despite the adjudication of liability
      but
      in view of all the circumstances of the case, such person is fairly and
      reasonably entitled to indemnity for such expenses which such Court of Chancery
      or such other court shall deem proper.

     

    (iii) To
      the
      extent that a Company Indemnified Person shall be successful on the merits
      or
      otherwise (including dismissal of an action without prejudice or the settlement
      of an action without admission of liability) in defense of any action, suit
      or
      proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a),
      or in
      defense of any claim, issue or matter therein, he shall be indemnified, to
      the
      full extent permitted by law, against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.

     

    
      
         

      

      
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    (iv) Any
      indemnification under paragraphs (i) and (ii) of this Section 10.4(a)
      (unless ordered by a court) shall be made by the Debenture Issuer only as
      authorized in the specific case upon a determination that indemnification of
      the
      Company Indemnified Person is proper in the circumstances because he has met
      the
      applicable standard of conduct set forth in paragraphs (i) and (ii). Such
      determination shall be made (1) by the Regular Trustees by a majority vote
      of a
      quorum consisting of such Regular Trustees who were not parties to such action,
      suit or proceeding, (2) if such a quorum is not obtainable, or, even if
      obtainable, if a quorum of disinterested Regular Trustees so directs, by
      independent legal counsel in a written opinion, or (3) by the Common Security
      Holder of the Trust.

     

    (v) Expenses
      (including attorneys' fees) incurred by a Company Indemnified Person in
      defending a civil, criminal, administrative or investigative action, suit or
      proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall
      be paid by the Debenture Issuer in advance of the final disposition of such
      action, suit or proceeding upon receipt of an undertaking by or on behalf of
      such Company Indemnified Person to repay such amount if it shall ultimately
      be
      determined that he is not entitled to be indemnified by the Debenture Issuer
      as
      authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance
      shall be made by the Debenture Issuer if a determination is reasonably and
      promptly made (i) by the Regular Trustees by a majority vote of a quorum of
      disinterested Regular Trustees, (ii) if such a quorum is not obtainable, or,
      even if obtainable, if a quorum of disinterested Regular Trustees so directs,
      by
      independent legal counsel in a written opinion or (iii) the Common Security
      Holder of the Trust, that, based upon the facts known to the Regular Trustees,
      counsel or the Common Security Holder at the time such determination is made,
      such Company Indemnified Person acted in bad faith or in a manner that such
      person did not believe to be in or not opposed to the best interests of the
      Trust, or, with respect to any criminal proceeding, that such Company
      Indemnified Person believed or had reasonable cause to believe his conduct
      was
      unlawful. In no event shall any advance be made in instances where the Regular
      Trustees, independent legal counsel or Common Security Holder reasonably
      determine that such person deliberately breached his duty to the Trust or its
      Common or Capital Security Holders.

     

    (vi) The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      the other paragraphs of this Section 10.4(a) shall not be deemed exclusive
      of
      any other rights to which those seeking indemnification and advancement of
      expenses may be entitled under any agreement, vote of stockholders or
      disinterested directors of the Debenture Issuer or Capital Security Holders
      of
      the Trust or otherwise, both as to action in his official capacity and as to
      action in another capacity while holding such office. All rights to
      indemnification under this Section 10.4(a) shall be deemed to be provided by
      a
      contract between the Debenture Issuer and each Company Indemnified Person who
      serves in such capacity at any time while this Section 10.4(a) is in effect.
      Any
      repeal or modification of this Section 10.4(a) shall not affect any rights
      or
      obligations then existing.

     

    
      
         

      

      
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    (vii) The
      Debenture Issuer may purchase and maintain insurance on behalf of any person
      who
      is or was a Company Indemnified Person against any liability asserted against
      him and incurred by him in any such capacity, or arising out of his status
      as
      such, whether or not the Debenture Issuer would have the power to indemnify
      him
      against such liability under the provisions of this Section
      10.4(a).

     

    (viii) For
      purposes of this Section 10.4(a), references to "the Trust" shall include,
      in
      addition to the resulting or surviving entity, any constituent entity (including
      any constituent of a constituent) absorbed in a consolidation or merger, so
      that
      any person who is or was a director, trustee, officer or employee of such
      constituent entity, or is or was serving at the request of such constituent
      entity as a director, trustee, officer, employee or agent of another entity,
      shall stand in the same position under the provisions of this Section 10.4(a)
      with respect to the resulting or surviving entity as he would have with respect
      to such constituent entity if its separate existence had continued.

     

    (ix) The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      this Section 10.4(a) shall, unless otherwise provided when authorized or
      ratified, continue as to a person who has ceased to be a Company Indemnified
      Person and shall inure to the benefit of the heirs, executors and administrators
      of such a person.

     

    (b) The
      Debenture Issuer agrees to indemnify the (i) Institutional Trustee, (ii) the
      Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the
      Delaware Trustee, and (iv) any officers, directors, shareholders, members,
      partners, employees, representatives, custodians, nominees or agents of the
      Institutional Trustee and the Delaware Trustee (each of the Persons in (i)
      through (iv) being referred to as a "Fiduciary Indemnified Person") for, and
      to
      hold each Fiduciary Indemnified Person harmless against, any loss, liability
      or
      expense incurred without negligence or bad faith on its part, arising out of
      or
      in connection with the acceptance or administration or the trust or trusts
      hereunder, including the costs and expenses (including reasonable legal fees
      and
      expenses) of defending itself against or investigating any claim or liability
      in
      connection with the exercise or performance of any of its powers or duties
      hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
      shall survive the resignation or removal of the Institutional Trustee or the
      Delaware Trustee, as the case may be, and the satisfaction and discharge of
      this
      Declaration.

     

    SECTION
      10.5 Outside
      Businesses.

     

    Any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      may engage in or possess an interest in other business ventures of any nature
      or
      description, independently or with others, similar or dissimilar to the business
      of the Trust, and the Trust and the Holders of Securities shall have no rights
      by virtue of this Declaration in and to such independent ventures or the income
      or profits derived therefrom, and the pursuit of any such venture, even if
      competitive with the business of the Trust, shall not be deemed wrongful or
      improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
      Institutional Trustee shall be obligated to present any particular investment
      or
      other opportunity to the Trust even if such opportunity is of a character that,
      if presented to the Trust, could be taken by the Trust, and any Covered Person,
      the Sponsor, the Delaware Trustee and the Institutional Trustee shall have
      the
      right to take for its own account (individually or as a partner or fiduciary)
      or
      to recommend to others any such particular investment or other opportunity.
      Any
      Covered Person, the Delaware Trustee and the Institutional Trustee may engage
      or
      be interested in any financial or other transaction with the Sponsor or any
      Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
      or
      act on any committee or body of holders of, securities or other obligations
      of
      the Sponsor or its Affiliates.

     

    
      
         

      

      
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    ARTICLE
      XI

    ACCOUNTING

     

    SECTION
      11.1 Fiscal
      Year.

     

    The
      fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such
      other year as is required by the Code.

     

    SECTION
      11.2 Certain
      Accounting Matters.

     

    (a) At
      all
      times during the existence of the Trust, the Regular Trustees shall keep, or
      cause to be kept, full books of account, records and supporting documents,
      which
      shall reflect in reasonable detail, each transaction of the Trust. The books
      of
      account shall be maintained on the accrual method of accounting, in accordance
      with generally accepted accounting principles, consistently applied. The Trust
      shall use the accrual method of accounting for United States federal income
      tax
      purposes. The books of account and the records of the Trust shall be examined
      by
      and reported upon as of the end of each Fiscal Year of the Trust by a firm
      of
      independent certified public accountants selected by the Regular
      Trustees.

     

    (b) The
      Regular Trustees shall cause to be prepared and delivered to each of the Holders
      of Securities, to the extent, if any, required by the Trust Indenture Act,
      within 90 days after the end of each Fiscal Year of the Trust, annual financial
      statements of the Trust, including a balance sheet of the Trust as of the end
      of
      such Fiscal Year, and the related statements of income or loss;

     

    (c) The
      Regular Trustees shall cause to be duly prepared and delivered to each of the
      Holders of Securities, any annual United States federal income tax information
      statement required by the Code, containing such information with regard to
      the
      Securities held by each Holder as is required by the Code and the Treasury
      Regulations. Notwithstanding any right under the Code to deliver any such
      statement at a later date, the Regular Trustees shall endeavor to deliver all
      such statements within 30 days after the end of each Fiscal Year of the
      Trust.

     

    (d) The
      Regular Trustees shall cause to be duly prepared and filed with the appropriate
      taxing authority, an annual United States federal income tax return, on a Form
      1041 or such other form required by United States federal income tax law, and
      any other annual income tax returns required to be filed by the Regular Trustees
      on behalf of the Trust with any state or local taxing authority.

     

    SECTION
      11.3 Banking.

     

    The
      Trust
      shall maintain one or more bank accounts in the name and for the sole benefit
      of
      the Trust; provided, however, that all payments of funds in respect of the
      Debentures held by the Institutional Trustee shall be made directly to the
      Institutional Trustee Account and no other funds of the Trust shall be deposited
      in the Institutional Trustee Account. The sole signatories for such accounts
      shall be designated by the Regular Trustees; provided, however, that the
      Institutional Trustee shall designate the signatories for the Institutional
      Trustee Account.

     

    
      
         

      

      
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    SECTION
      11.4 Withholding.

     

    The
      Trust
      and the Regular Trustees shall comply with all withholding requirements under
      United States federal, state and local law. The Trust shall request, and the
      Holders shall provide to the Trust, such forms or certificates as are necessary
      to establish an exemption from withholding with respect to each Holder, and
      any
      representations and forms as shall reasonably be requested by the Trust to
      assist it in determining the extent of, and in fulfilling, its withholding
      obligations. The Regular Trustees shall file required forms with applicable
      jurisdictions and, unless an exemption from withholding is properly established
      by a Holder, shall remit amounts withheld with respect to the Holder to
      applicable jurisdictions. To the extent that the Trust is required to withhold
      and pay over any amounts to any authority with respect to distributions or
      allocations to any Holder, the amount withheld shall be deemed to be a
      distribution in the amount of the withholding to the Holder. In the event of
      any
      claimed overwithholding, Holders shall be limited to an action against the
      applicable jurisdiction. If the amount required to be withheld was not withheld
      from actual Distributions made, the Trust may reduce subsequent Distributions
      by
      the amount of such withholding. 

     

    ARTICLE
      XII

    AMENDMENTS
      AND MEETINGS

     

    SECTION
      12.1 Amendments.

     

    (a) Except
      as
      otherwise provided in this Declaration or by any applicable terms of the
      Securities, this Declaration may only be amended by a written instrument
      approved and executed by:

     

    (i) the
      Regular Trustees (or, if there are more than two Regular Trustees a majority
      of
      the Regular Trustees); 

     

    (ii) if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Institutional Trustee, the Institutional Trustee; and

     

    (iii) if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Delaware Trustee, the Delaware Trustee;

     

    (b) no
      amendment shall be made, and any such purported amendment shall be void and
      ineffective:

     

    (i) unless,
      in the case of any proposed amendment, the Institutional Trustee shall have
      first received an Officers' Certificate from each of the Trust and the Sponsor
      that such amendment is permitted by, and conforms to, the terms of this
      Declaration (including the terms of the Securities);

     

    
      
         

      

      
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    (ii) unless,
      in the case of any proposed amendment which affects the rights, powers, duties,
      obligations or immunities of the Institutional Trustee, the Institutional
      Trustee shall have first received:

     

    (A) an
      Officers' Certificate from each of the Trust and the Sponsor that such amendment
      is permitted by, and conforms to, the terms of this Declaration (including
      the
      terms of the Securities); and

     

    (B) an
      opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
      amendment is permitted by, and conforms to, the terms of this Declaration
      (including the terms of the Securities); and

     

    (iii) to
      the
      extent the result of such amendment would be to:

     

    (A) cause
      the
      Trust to fail to continue to be classified for purposes of United States federal
      income taxation as a grantor trust;

     

    (B) reduce
      or
      otherwise adversely affect the powers of the Institutional Trustee in
      contravention of the Trust Indenture Act; or

     

    (C) cause
      the
      Trust to be deemed to be an Investment Company required to be registered under
      the Investment Company Act;

     

    (c) at
      such
      time after the Trust has issued any Securities that remain outstanding, any
      amendment that would adversely affect the rights, privileges or preferences
      of
      any Holder of Securities may be effected only with such additional requirements
      as may be set forth in the terms of such Securities;

     

    (d) Section
      9.1(c) and this Section 12.1 shall not be amended without the consent of all
      of
      the Holders of the Securities;

     

    (e) Article
      IV shall not be amended without the consent of the Holders of a Majority in
      liquidation amount of the Common Securities and;

     

    (f) the
      rights of the Holders of the Common Securities under Article V to increase
      or
      decrease the number of, and appoint and remove Trustees shall not be amended
      without the consent of the Holders of a Majority in liquidation amount of the
      Common Securities; and

     

    (g) subject
      to Section 12.1(c), this Declaration may be amended without the consent of
      the
      Holders of the Securities to:

     

    (i) cure
      any
      ambiguity;

     

    (ii) correct
      or supplement any provision in this Declaration that may be defective or
      inconsistent with any other provision of this Declaration;

     

    (iii) add
      to
      the covenants, restrictions or obligations of the Sponsor;

     

    
      
         

      

      
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    (iv) to
      conform to any change in Rule 3a-5 or written change in interpretation or
      application of Rule 3a-5 by any legislative body, court, government agency
      or
      regulatory authority which amendment does not have a material adverse effect
      on
      the right, preferences or privileges of the Holders; and

     

    (v) to
      modify, eliminate and add to any provision of the Declaration to such extent
      as
      may be reasonably necessary to effectuate any of the foregoing or to otherwise
      comply with applicable law.

     

    SECTION
      12.2 Meetings
      of the Holders of Securities; Action by Written Consent.

     

    (a) Meetings
      of the Holders of any class of Securities may be called at any time by the
      Regular Trustees (or as provided in the terms of the Securities) to consider
      and
      act on any matter on which Holders of such class of Securities are entitled
      to
      act under the terms of this Declaration, the terms of the Securities or the
      rules of any stock exchange on which the Capital Securities are listed or
      admitted for trading. The Regular Trustees shall call a meeting of the Holders
      of such class if directed to do so by the Holders of Securities representing
      at
      least 10% in liquidation amount of such class of Securities. Such direction
      shall be given by delivering to the Regular Trustees one or more calls in a
      writing stating that the signing Holders of Securities wish to call a meeting
      and indicating the general or specific purpose for which the meeting is to
      be
      called. Any Holders of Securities calling a meeting shall specify in writing
      the
      Security Certificates held by the Holders of Securities exercising the right
      to
      call a meeting and only those Securities specified shall be counted for purposes
      of determining whether the required percentage set forth in the second sentence
      of this paragraph has been met.

     

    (b) Except
      to
      the extent otherwise provided in the terms of the Securities, the following
      provisions shall apply to meetings of Holders of Securities:

     

    (i) notice
      of
      any such meeting shall be given to all the Holders of Securities having a right
      to vote thereat at least 7 days and not more than 60 days before the date of
      such meeting. Whenever a vote, consent or approval of the Holders of Securities
      is permitted or required under this Declaration or the rules of any stock
      exchange on which the Capital Securities are listed or admitted for trading,
      such vote, consent or approval may be given at a meeting of the Holders of
      Securities. Any action that may be taken at a meeting of the Holders of
      Securities may be taken without a meeting if a consent in writing setting forth
      the action so taken is signed by the Holders of Securities owning not less
      than
      the minimum amount of Securities in liquidation amount that would be necessary
      to authorize or take such action at a meeting at which all Holders of Securities
      having a right to vote thereon were present and voting. Prompt notice of the
      taking of action without a meeting shall be given to the Holders of Securities
      entitled to vote who have not consented in writing. The Regular Trustees may
      specify that any written ballot submitted to the Security Holder for the purpose
      of taking any action without a meeting shall be returned to the Trust within
      the
      time specified by the Regular Trustees;

     

    (ii) each
      Holder of a Security may authorize any Person to act for it by proxy on all
      matters in which a Holder of Securities is entitled to participate, including
      waiving notice of any meeting, or voting or participating at a meeting. No
      proxy
      shall be valid after the expiration of 11 months from the date thereof unless
      otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
      of the Holder of Securities executing it. Except as otherwise provided herein,
      all matters relating to the giving, voting or validity of proxies shall be
      governed by the General Corporation Law of the State of Delaware relating to
      proxies, and judicial interpretations thereunder, as if the Trust were a
      Delaware corporation and the Holders of the Securities were stockholders of
      a
      Delaware corporation;

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    (iii) each
      meeting of the Holders of the Securities shall be conducted by the Regular
      Trustees or by such other Person that the Regular Trustees may designate;
      and

     

    (iv) unless
      the Statutory Trust Act, this Declaration, the terms of the Securities, the
      Trust Indenture Act or the listing rules of any stock exchange on which the
      Capital Securities are then listed or trading, otherwise provides, the Regular
      Trustees, in their sole discretion, shall establish all other provisions
      relating to meetings of Holders of Securities, including notice of the time,
      place or purpose of any meeting at which any matter is to be voted on by any
      Holders of Securities, waiver of any such notice, action by consent without
      a
      meeting, the establishment of a record date, quorum requirements, voting in
      person or by proxy or any other matter with respect to the exercise of any
      such
      right to vote.

     

    ARTICLE
      XIII

    REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE

    AND
      DELAWARE TRUSTEE

     

    SECTION
      13.1 Representations
      and Warranties of Institutional Trustee.

     

    The
      Trustee that acts as initial Institutional Trustee represents and warrants
      to
      the Trust and to the Sponsor at the date of this Declaration, and each Successor
      Institutional Trustee represents and warrants to the Trust and the Sponsor
      at
      the time of the Successor Institutional Trustee's acceptance of its appointment
      as Institutional Trustee that:

     

    (a) the
      Institutional Trustee is a banking corporation with trust powers, duly
      organized, validly existing and in good standing under the laws of the State
      of
      New York, with trust power and authority to execute and deliver, and to carry
      out and perform its obligations under the terms of, this
      Declaration;

     

    (b) the
      execution, delivery and performance by the Institutional Trustee of the
      Declaration has been duly authorized by all necessary corporate action on the
      part of the Institutional Trustee. The Declaration has been duly executed and
      delivered by the Institutional Trustee, and it constitutes a legal, valid and
      binding obligation of the Institutional Trustee, enforceable against it in
      accordance with its terms, subject to applicable bankruptcy, reorganization,
      moratorium, insolvency, and other similar laws affecting creditors' rights
      generally and to general principles of equity and the discretion of the court
      (regardless of whether the enforcement of such remedies is considered in a
      proceeding in equity or at law);

     

    
      
         

      

      
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    (c) the
      execution, delivery and performance of the Declaration by the Institutional
      Trustee does not conflict with or constitute a breach of the Articles of
      Organization or By-laws of the Institutional Trustee; and

     

    (d) no
      consent, approval or authorization of, or registration with or notice to, any
      State or Federal banking authority is required for the execution, delivery
      or
      performance by the Institutional Trustee, of the Declaration.

     

    SECTION
      13.2 Representations
      and Warranties of Delaware Trustee.

     

    The
      Trustee that acts as initial Delaware Trustee represents and warrants to the
      Trust and to the Sponsor at the date of this Declaration, and each Successor
      Delaware Trustee represents and warrants to the Trust and the Sponsor at the
      time of the Successor Delaware Trustee's acceptance of its appointment as
      Delaware Trustee that:

     

    (a) The
      Delaware Trustee is a Delaware banking corporation with trust powers, duly
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware, with trust power and authority to execute and deliver, and to carry
      out and perform its obligations under the terms of, the
      Declaration.

     

    (b) The
      Delaware Trustee has been authorized to perform its obligations under the
      Certificate of Trust and the Declaration. The Declaration under Delaware law
      constitutes a legal, valid and binding obligation of the Delaware Trustee,
      enforceable against it in accordance with its terms, subject to applicable
      bankruptcy, reorganization, moratorium, insolvency, and other similar laws
      affecting creditors' rights generally and to general principles of equity and
      the discretion of the court (regardless of whether the enforcement of such
      remedies is considered in a proceeding in equity or at law).

     

    (c) No
      consent, approval or authorization of, or registration with or notice to, any
      State or Federal banking authority is required for the execution, delivery
      or
      performance by the Delaware Trustee, of the Declaration.

     

    (d) The
      Delaware Trustee is an entity which maintains its principal place of business
      in
      the State of Delaware.

    


     

    ARTICLE
      XIV

    MISCELLANEOUS

     

    SECTION
      14.1 Notices.

     

    All
      notices provided for in this Declaration shall be in writing, duly signed by
      the
      party giving such notice, and shall be delivered, telecopied or mailed by
      registered or certified mail, as follows:

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    (a) if
      given
      to the Trust, in care of the Regular Trustees at the Trust's mailing address
      set
      forth below (or such other address as the Trust may give notice of to the
      Holders of the Securities):

     

    Citigroup
      Capital XVII

    c/o
      Citigroup Inc.

    153
      East
      53rd Street

    New
      York,
      NY 10043

    Attention:
      Sallie Krawcheck

    


    (b) if
      given
      to the Delaware Trustee, at the mailing address set forth below (or such other
      address as Delaware Trustee may give notice of to the Holders of the
      Securities):

     

    The
      Bank
      of New York (Delaware) 

    100
      White
      Clay Center 

    Route
      273


    P.
      O. Box
      6995 

    Newark,
      DE 19711 

    Attention:
      Corporate Trust Department

    


    (c) if
      given
      to the Institutional Trustee, at the mailing address set forth below (or such
      other address as the Institutional Trustee may give notice of to the Holders
      of
      the Securities):

     

    The
      Bank
      of New York

    101
      Barclay Street-8W

    New
      York,
      New York 10286

    Attention:
      Global Trust Administration

    


    (d) if
      given
      to the Holder of the Common Securities, at the mailing address of the Sponsor
      set forth below (or such other address as the Holder of the Common Securities
      may give notice of to the Trust):

     

    Citigroup
      Inc.

    153
      East
      53rd Street

    New
      York,
      NY 10043

    Attention:
      Charles E. Wainhouse

    


    (e) if
      given
      to any other Holder, at the address set forth on the books and records of the
      Trust.

     

    All
      such
      notices shall be deemed to have been given when received in person, telecopied
      with receipt confirmed, or mailed by first class mail, postage prepaid except
      that if a notice or other document is refused delivery or cannot be delivered
      because of a changed address of which no notice was given, such notice or other
      document shall be deemed to have been delivered on the date of such refusal
      or
      inability to deliver.

     

    
      
         

      

      
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    SECTION
      14.2 Governing
      Law.

     

    This
      Declaration and the rights of the parties hereunder shall be governed by and
      interpreted in accordance with the laws of the State of Delaware and all rights
      and remedies shall be governed by such laws without regard to principles of
      conflict of laws.

     

    SECTION
      14.3 Intention
      of the Parties.

     

    It
      is the
      intention of the parties hereto that the Trust be classified for United States
      federal income tax purposes as a grantor trust. The provisions of this
      Declaration shall be interpreted to further this intention of the
      parties.

     

    SECTION
      14.4 Headings.

     

    Headings
      contained in this Declaration are inserted for convenience of reference only
      and
      do not affect the interpretation of this Declaration or any provision
      hereof.

     

    SECTION
      14.5 Successors
      and Assigns.

     

    Whenever
      in this Declaration any of the parties hereto is named or referred to, the
      successors and assigns of such party shall be deemed to be included, and all
      covenants and agreements in this Declaration by the Sponsor and the Trustees
      shall bind and inure to the benefit of their respective successors and assigns,
      whether so expressed.

     

    SECTION
      14.6 Partial
      Enforceability.

     

    If
      any
      provision of this Declaration, or the application of such provision to any
      Person or circumstance, shall be held invalid, the remainder of this
      Declaration, or the application of such provision to Persons or circumstances
      other than those to which it is held invalid, shall not be affected
      thereby.

     

    SECTION
      14.7 Counterparts

     

    This
      Declaration may contain more than one counterpart of the signature page and
      this
      Declaration may be executed by the affixing of the signature of each of the
      Trustees to one of such counterpart signature pages. All of such counterpart
      signature pages shall be read as though one, and they shall have the same force
      and effect as though all of the signers had signed a single signature
      page.

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have caused these presents to be executed
      as of
      the day and year first above written.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
/s/
              Sallie Krawcheck 
	 	Name:  	Sallie
              Krawcheck
	 	Title: 	Regular Trustee 


    

     

    
      	 	 	 
	 	THE
              BANK OF NEW
              YORK (DELAWARE),
	 	as Delaware Trustee 
	 
 	 
 	 
 
	 	By:  	/s/
              Kristine K.
              Gullo
	 	Name: 	Kristine K. Gullo 
	 	Title: 	Vice President 


    

     

    
      	 	 	 
	 	THE
              BANK OF NEW
              YORK,
	 	as Institutional Trustee
	 
 	 
 	 
 
	 	By:  	/s/
              James D.
              Heaney
	 	Name: 	James D. Heaney
	 	Title: 	Vice President


    

     

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


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      I

     

    TERMS
      OF

    6.35%
      CAPITAL SECURITIES

    6.35%
      COMMON SECURITIES

     

    Pursuant
      to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of
      March 6, 2007 (as amended from time to time, the "Declaration"), the
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Capital Securities and the Common Securities are set out
      below
      (each capitalized term used but not defined herein has the meaning set forth
      in
      the Declaration or, if not defined in such Declaration, as defined in the
      Prospectus referred to below):

     

    1. Designation
      and Number.

     

    (a) Capital
      Securities.
      46,000,000 Capital Securities of the Trust with an aggregate liquidation amount
      with respect to the assets of the Trust of ONE BILLION ONE HUNDRED AND FIFTY
      MILLION dollars ($1,150,000,000), and a liquidation amount with respect to
      the
      assets of the Trust of $25 per capital security, are hereby designated for
      the
      purposes of identification only as "6.35% Capital Securities" (the "Capital
      Securities"). The Capital Security Certificates evidencing the Capital
      Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
      with such changes and additions thereto or deletions therefrom as may be
      required by ordinary usage, custom or practice or to conform to the rules of
      any
      stock exchange on which the Capital Securities are listed.

     

    (b) Common
      Securities.
      20,000
      Common Securities of the Trust with an aggregate liquidation amount with respect
      to the assets of the Trust of FIVE HUNDRED THOUSAND dollars ($500,000), and
      a
      liquidation amount with respect to the assets of the Trust of $25 per common
      security, are hereby designated for the purposes of identification only as
      "6.35% Common Securities" (the "Common Securities"). The Common Security
      Certificates evidencing the Common Securities shall be substantially in the
      form
      of Exhibit A-2 to the Declaration, with such changes and additions thereto
      or
      deletions therefrom as may be required by ordinary usage, custom or
      practice.

     

    2. Distributions.

     

    (a) Distributions
      payable on each Security will be fixed at a rate per annum of 6.35% (the "Coupon
      Rate") of the stated liquidation amount of $25 per Security, such rate being
      the
      rate of interest payable on the Debentures to be held by the Institutional
      Trustee. Distributions in arrears beyond the first date such Distributions
      are
      payable (or would be payable, if not for any Extension Period (as defined below)
      or default by the Debenture Issuer on the Debentures) will bear interest thereon
      compounded quarterly at the Coupon Rate (to the extent permitted by applicable
      law). The term "Distributions" as used herein includes such cash distributions
      and any such interest payable unless otherwise stated. A Distribution is payable
      only to the extent that payments are made in respect of the Debentures held
      by
      the Institutional Trustee and to the extent the Institutional Trustee has funds
      available therefor. The amount of Distributions payable for any period will
      be
      computed for any full quarterly Distribution period on the basis of a 360-day
      year of twelve 30-day months, and for any period shorter than a full quarterly
      Distribution period for which Distributions are computed, Distributions will
      be
      computed on the basis of the actual number of days elapsed per 90-day
      quarter.

     

    
      
         

      

      
        I-1

        
          

        

      

      
         

      

    

     

    (b) Distributions
      on the Securities will be cumulative, will accrue from and including March
      6,
      2007, and will be payable quarterly in arrears, on March 15, June 15, September
      15 and December 15 of each year, commencing on June 15, 2007. When, as and
      if
      available for payment, Distributions will be made by the Institutional Trustee,
      except as otherwise described below. The Debenture Issuer has the right under
      the Indenture to defer payments of interest on the Debentures by extending
      the
      interest payment period from time to time on the Debentures for a period not
      exceeding 40 consecutive quarters (each an "Extension Period"), during which
      Extension Period no interest shall be due and payable on the Debentures,
      provided, that no Extension Period may extend beyond the date of maturity of
      the
      Debentures. As a consequence of the Debenture Issuer's extension of the interest
      payment period, quarterly Distributions will also be deferred. Despite such
      deferral, quarterly Distributions will continue to accrue with interest thereon
      (to the extent permitted by applicable law) at the Coupon Rate compounded
      quarterly during any such Extension Period. In the event that the Debenture
      Issuer exercises its right to extend the interest payment period, then (a)
      the
      Debenture Issuer and any subsidiary of the Debenture Issuer shall not declare
      or
      pay any dividend on, make any distributions with respect to, or redeem,
      purchase, acquire or make a liquidation payment with respect to, any of its
      capital stock or make any guarantee payment with respect thereto (other than
      (i)
      purchases, redemptions or other acquisitions of shares of capital stock of
      the
      Debenture Issuer in connection with any employment contract, benefit plan or
      other similar arrangement with or for the benefit of employees, officers,
      directors or consultants, (ii) purchases of shares of common stock of the
      Debenture Issuer pursuant to a contractually binding requirement to buy stock
      existing prior to the commencement of the extension period, including under
      a
      contractually binding stock repurchase plan (iii) as a result of an exchange
      or
      conversion of any class or series of the Debenture Issuer's capital stock for
      any other class or series of the Debenture Issuer's capital stock, (iv) the
      purchase of fractional interests in shares of the Debenture Issuer's capital
      stock pursuant to the conversion or exchange provisions of such capital stock
      or
      the security being converted or exchanged), or (v) the purchase of Debenture
      Issuer's capital stock in connection with the distribution thereof; and (b)
      the
      Debenture Issuer and any subsidiary of the Debenture Issuer will not make any
      payment of interest, principal or premium on, or repay, repurchase or redeem,
      any debt securities or guarantees issued by the Debenture Issuer that rank
      pari
      passu with or junior to the Debentures (other than (i) any payment of current
      or
      deferred interest on securities that rank pari passu with the Debentures that
      is
      made pro rata to the amounts due on such securities (including the Debentures),
      provided that any such payments of deferred interest are made in accordance
      with
      the Alternative Payment Mechanism (as defined below) or (ii) any payments of
      deferred interest on securities that rank pari passu with the Debentures that,
      if not made, would give rise to an event of default permitting acceleration
      of
      such securities). The foregoing, however, will not apply to any stock dividends
      paid by the Debenture Issuer where the dividend stock is the same stock as
      that
      on which the dividend is being paid. In addition, the Debenture Issuer may
      pay
      current interest at any time with cash from any source. Prior to the termination
      of any such Extension Period, the Debenture Issuer may further extend such
      Extension Period; provided, that such Extension Period, together with all such
      previous and further extensions thereof, may not exceed 40 consecutive quarters;
      provided further, that no Extension Period may extend beyond the maturity of
      the
      Debentures. Payments of deferred Distributions and accrued interest thereon
      will
      be payable to Holders as they appear on the books and records of the Trust
      on
      the first record date before the end of the Extension Period. Upon the
      termination of any Extension Period and the payment of all amounts then due,
      the
      Debenture Issuer may commence a new Extension Period, subject to the above
      requirements. The Regular Trustees will give notice to each Holder of any
      Extension Period upon their receipt of notice thereof from the Debenture
      Issuer.

     

    
      
         

      

      
        I-2

        
          

        

      

      
         

      

    

     

    (c) If
      the
      Debenture Issuer does not pay all accrued and unpaid interest on the Debentures
      for a period of 20 consecutive quarterly periods or if the Debenture Issuer
      pays
      current interest on the Debentures during an Extension Period, it will be
      subject to the "Alternative Payment Mechanism," whereby the Debenture Issuer
      will be obliged to continuously use its commercially reasonable efforts to
      sell
      shares of its common stock (including treasury shares). The Debenture Issuer
      will notify the Board of Governors of the Federal Reserve Bank and the Federal
      Reserve Bank of New York, or its successor as the Debenture Issuer’s primary
      federal banking regulator (collectively, the “Federal Reserve”) (1) of the
      commencement of any Extension Period, (2) of the fifth anniversary of the
      commencement of an Extension period or earlier payment of current interest
      on
      the Debentures during an Extension Period and (3) of its intention to sell
      shares of its common stock and/or Qualified Warrants (as defined below) and
      to
      apply the net proceeds from such sale to pay deferred interest on the Debentures
      at least 25 Business Days in advance of the relevant payment date (or such
      longer period as may be required by the Federal Reserve or by other supervisory
      action). The Debenture Issuer may pay accrued and unpaid interest on the
      Debentures on or prior to the next interest payment date using only the net
      proceeds (after underwriters’ or placement agents’ fees, commissions or
      discounts and other expenses relating to the issuances) of such sales received
      by the Debenture Issuer during the 180-day period prior to that interest payment
      date, except that the Debenture Issuer may pay accrued and unpaid interest
      on
      the Debentures with cash from any source (i) upon the maturity of the
      Debentures, (ii) during the occurrence and continuation of a Supervisory Event
      (as defined in the Indenture) or (iii) if an Event of Default and Acceleration
      under the Indenture shall have occurred and be continuing. Corresponding
      Distributions will be made on the Securities. If (1) a Supervisory Event or
      (2)
      a Market Disruption Event (as defined in the Indenture) shall have occurred
      and
      be continuing; then the Debenture Issuer will be excused from its obligation
      to
      use its commercially reasonable efforts to sell its common stock and apply
      the
      net proceeds of such sale to pay accrued and unpaid interest on the Debentures.
      During the occurrence of a Supervisory Event, the Debenture Issuer will, no
      later than 30 Business Days prior to each interest payment date, notify the
      Federal Reserve of its intention to both (1) issue or sell shares of common
      stock and (2) to apply the net proceeds from such sale to pay deferred interest
      on the Debentures, and shall only take any such actions if the Federal Reserve
      does not disapprove of any such actions within ten (10) Business Days after
      the
      Debenture Issuer gives such notice to the Federal Reserve. The obligation of
      the
      Debenture Issuer to use commercially reasonable efforts to sell its common
      stock
      and apply the net proceeds of such sale to pay accrued and unpaid interest
      on
      the Debentures shall resume at such time as no Market Disruption Event or
      Supervisory Event exists or is continuing. The Debenture Issuer is not permitted
      to sell shares of common stock in excess of a number of shares of common stock
      which at March 6, 2007 is equal to 55,000,000 (the "Share Cap Amount"), for
      the
      purpose of satisfying the Alternative Payment Mechanism or otherwise paying
      deferred interest on the Debentures then outstanding. If the issued and
      outstanding shares of common 

     

    
      
         

      

      
        I-3

        
          

        

      

      
         

      

    

     

    stock
      shall have been changed into a different number of shares or a different class
      by reason of any stock split, reverse stock split, stock dividend,
      reclassification, recapitalization, split-up, combination, exchange of shares
      or
      other similar transaction, then the Share Cap Amount shall be correspondingly
      adjusted. The Debenture Issuer shall increase the Share Cap Amount (including
      through the increase of its authorized share capital, if necessary) to an amount
      that would allow the Debenture Issuer to raise sufficient proceeds to satisfy
      its obligations to pay deferred interest in full at the end of the first year
      of
      an Extension Period (and on each subsequent anniversary of the end of the first
      year of an Extension Period to the extent that an Extension Period would last
      more than one year), if the then-current Share Cap Amount would not allow the
      Debenture Issuer to raise sufficient proceeds to satisfy its obligations to
      pay
      deferred interest (including compounded interest to that date) assuming a price
      per share equal to the average trading price of the Debenture Issuer's common
      shares over the ten-trading-day period preceding such date; provided that the
      Debenture Issuer will not be obligated to increase the Share Cap Amount above
      170,000,000 shares. Until the tenth anniversary of the commencement of an
      Extension Period, a Default will occur if the Debenture Issuer does not increase
      the Share Cap Amount to an amount that is greater than 55,000,000 shares when
      required to do so as described above; provided that no Default will occur if
      the
      Debenture Issuer has increased the share cap amount to 170,000,000 shares.
      The
      Debenture Issuer will not be obligated to issue common stock prior to the fifth
      anniversary of the commencement of an Extension Period if the gross proceeds
      of
      any issuance of common stock and Qualified Warrants applied to pay deferred
      interest on the Debentures pursuant to the Alternative Payment Mechanism,
      together with the gross proceeds of all prior issuances of common stock and
      Qualified Warrants applied since the commencement of the Extension Period,
      would
      exceed an amount equal to 2% of the product of (1) the average of the Current
      Stock Market Prices (as defined in the Indenture) of the Debenture Issuer's
      common stock on the 10 consecutive trading days ending on the fourth trading
      day
      immediately preceding the date of issuance by the Debenture Issuer of common
      stock applied to pay deferred interest on the Debentures pursuant to the
      Alternative Payment Mechanism and (2) the total number of issued and outstanding
      shares of the Debenture Issuer's common stock as of the date of the Debenture
      Issuer's publicly available consolidated financial statements (the “APM Maximum
      Obligation”). Once the Debenture Issuer reaches the APM Maximum Obligation for
      an Extension Period, the Debenture Issuer will not be obligated to issue more
      common stock or Qualified Warrants in satisfaction of the Alternative Payment
      Mechanism prior to the fifth anniversary of the commencement of an Extension
      Period even if the Current Stock Market Price of the Debenture Issuer's common
      stock or the number of outstanding shares of its common stock subsequently
      increase. The APM Maximum Obligation will cease to apply following the fifth
      anniversary of the commencement of an Extension Period, at which point the
      Debenture Issuer must repay any deferred interest, regardless of the time at
      which it was deferred, using proceeds from sales of the Debenture Issuer's
      common stock, including treasury shares, subject to any Market Disruption Event,
      Supervisory Event, and the Share Cap Amount. If the APM Maximum Obligation
      has
      been reached during an Extension Period and the Debenture Issuer subsequently
      repays all deferred interest, the APM Maximum Obligation will cease to apply
      at
      the termination of such Extension Period and will not apply again unless and
      until the Debenture Issuer starts a new Extension Period. "Qualified Warrants"
      means warrants for the Debenture Issuer's common stock on their date of issuance
      that (1) have an exercise price greater than the Current Stock Market Price
      of
      the Debenture Issuer's common stock, and (2) the Debenture Issuer is not
      entitled to redeem for cash and the holders are not entitled to require the
      Debenture Issuer to repurchase for cash in any circumstances.

     

    
      
         

      

      
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    (d) Distributions
      on the Securities will be payable to the Holders thereof as they appear on
      the
      books and records of the Trust at the close of business on the relevant record
      dates. While the Capital Securities remain in book-entry only form, the relevant
      record dates shall be one Business Day prior to the relevant payment dates
      which
      payment dates shall correspond to the interest payment dates on the Debentures.
      Subject to any applicable laws and regulations and the provisions of the
      Declaration, each such payment in respect of the Capital Securities will be
      made
      as described under the heading "Description of the Capital Securities --
      Book-Entry Only Issuance" in the Prospectus dated February 27, 2007 (the
      "Prospectus"), of the Trust included in the Registration Statement on Form
      S-3
      of the Sponsor, the Trust and certain other statutory trusts. The relevant
      record dates for the Common Securities shall be the same record date as for
      the
      Capital Securities. If the Capital Securities shall not continue to remain
      in
      book-entry only form, the relevant record dates for the Capital Securities
      shall
      conform to the rules of any securities exchange on which the securities are
      listed and, if none, shall be selected by the Regular Trustees, which dates
      shall be more than 14 days but less than 60 days prior to the relevant payment
      dates, which payment dates shall correspond to the interest payment dates on
      the
      Debentures. Distributions payable on any Securities that are not punctually
      paid
      on any Distribution payment date, as a result of the Debenture Issuer having
      failed to make a payment under the Debentures, will cease to be payable to
      the
      Person in whose name such Securities are registered on the relevant record
      date,
      and such defaulted Distribution will instead be payable to the Person in whose
      name such Securities are registered on the special record date or other
      specified date determined in accordance with the Indenture. If any date on
      which
      Distributions are payable on the Securities is not a Business Day, then payment
      of the Distribution payable on such date will be made on the next succeeding
      day
      that is a Business Day (and without any interest or other payment in respect
      of
      any such delay) except that, if such Business Day is in the next succeeding
      calendar year, such payment shall be made on the immediately preceding Business
      Day, in each case with the same force and effect as if made on such
      date.

     

    (e) In
      the
      event that there is any money or other property held by or for the Trust that
      is
      not accounted for hereunder, such property shall be distributed Pro Rata (as
      defined herein) among the Holders of the Securities.

     

    3. Liquidation
      Distribution Upon Dissolution.

     

    (a) In
      the
      event of any voluntary or involuntary dissolution, winding-up or termination
      of
      the Trust, the Holders of the Securities on the date of the dissolution,
      winding-up or termination, as the case may be, will be entitled to receive
      out
      of the assets of the Trust available for distribution to Holders of Securities
      after satisfaction of liabilities of creditors, distributions in an amount
      equal
      to the aggregate of the stated liquidation amount of $25 per Security plus
      accrued and unpaid Distributions thereon to the date of payment (such amount
      being the "Liquidation Distribution"), unless, in connection with such
      dissolution, winding-up or termination, Debentures in an aggregate principal
      amount equal to the aggregate stated liquidation amount of, with an interest
      rate equal to the Coupon Rate, and bearing accrued and unpaid interest in an
      amount equal to the accrued and unpaid Distributions on, such Securities
      outstanding at such time, have been distributed on a Pro Rata basis to the
      Holders of the Securities in exchange for such Securities. Prior to any such
      Liquidation Distribution, the Debenture Issuer will obtain any required
      regulatory approval.

     

    
      
         

      

      
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    (b) If,
      upon
      any such dissolution, the Liquidation Distribution can be paid only in part
      because the Trust has insufficient assets available to pay in full the aggregate
      Liquidation Distribution, then the amounts payable directly by the Trust on
      the
      Securities shall be paid on a Pro Rata basis.

     

    4. Redemption
      and Distribution.

     

    (a) Upon
      the
      repayment of the Debentures in whole or in part, whether at maturity or upon
      redemption (either at the option of the Debenture Issuer or pursuant to a
      Special Event as described below), the proceeds from such repayment or payment
      shall be simultaneously applied to redeem Securities having an aggregate
      liquidation amount equal to the aggregate principal amount of the Debentures
      so
      repaid or redeemed at a redemption price of $25 per Security plus an amount
      equal to accrued and unpaid Distributions thereon at the date of the redemption,
      payable in cash (the "Redemption Price"). Holders shall be given not less than
      30 nor more than 60 days' notice of such redemption. Prior to any such
      redemption, the Debenture Issuer will obtain any required regulatory
      approval.

     

    (b) If
      fewer
      than all the outstanding Securities are to be so redeemed, the Securities will
      be redeemed Pro Rata and the Capital Securities to be redeemed will be as
      described in Section 4(f)(ii) below.

     

    (c) Subject
      to obtaining any required regulatory approval, if, at any time, a Tax Event,
      an
      Investment Company Event or a Regulatory Capital Event (each as defined below,
      and each a "Special Event") shall occur and be continuing, Citigroup shall
      have
      the right, upon not less than 30 nor more than 60 days' notice, to redeem the
      Debentures, in whole or in part, for cash within 90 days following the
      occurrence of such Special Event, and, following such redemption, Securities
      with an aggregate liquidation amount equal to the aggregate principal amount
      of
      the Debentures so redeemed shall be redeemed by the Trust at the Redemption
      Price on a Pro Rata basis; provided, however, that if at the time there is
      available to Citigroup or the Trust the opportunity to eliminate, within such
      90-day period, the Special Event by taking some ministerial action, such as
      filing a form or making an election or pursuing some other similar reasonable
      measure that will have no adverse effect on the Trust, Citigroup or the holders
      of the Securities, then Citigroup or the Trust will pursue such measure in
      lieu
      of redemption.

     

    "Tax
      Event" means that the Regular Trustees shall have received an opinion of a
      nationally recognized independent tax counsel experienced in such matters (a
      "Tax Event Opinion") to the effect that, as a result of (a) any amendment to,
      or
      change (including any announced prospective change) in, the laws (or any
      regulations thereunder) of the United States or any political subdivision or
      taxing authority thereof or therein or (b) any amendment to, or change in,
      an
      interpretation or application of such laws or regulations by any legislative
      body, court, governmental agency or regulatory authority (including the
      enactment of any legislation and the publication of any judicial decision or
      regulatory determination on or after the date of the Prospectus), in either
      case
      after the date of the Prospectus, there is more than an insubstantial risk
      that
      (i) the Trust would be subject to United States federal income tax with respect
      to interest accrued or received on the Debentures, (ii) the Trust would be
      subject to more than a de minimis amount of other taxes, duties or other
      governmental charges, or (iii) interest payable to the Trust on the Debentures
      would not be deductible, in whole or in part, by the Debenture Issuer for United
      States federal income tax purposes.

     

    
      
         

      

      
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    "Investment
      Company Event" means that the Regular Trustees shall have received an opinion
      of
      a nationally recognized independent counsel experienced in practice under the
      Investment Company Act (an "Investment Company Event Opinion") to the effect
      that, as a result of the occurrence of a change in law or regulation or a
      written change in interpretation or application of law or regulation by any
      legislative body, court, governmental agency or regulatory authority (a "Change
      in 1940 Act Law"), there is a more than an insubstantial risk that the Trust
      is
      or will be considered an Investment Company which is required to be registered
      under the Investment Company Act, which Change in 1940 Act Law becomes effective
      on or after the date of the Prospectus.

     

    "Regulatory
      Capital Event" means a determination by Citigroup, based on an opinion of
      counsel experienced in such matters (who may be an employee of Citigroup or
      any
      of its affiliates), that, as a result of (a) any amendment to, clarification
      of
      or change (including any announced prospective change) in applicable laws or
      regulations or official interpretations thereof or policies with respect thereto
      or (b) any official administrative pronouncement or judicial decision
      interpreting or applying such laws or regulations, which amendment,
      clarification, change, pronouncement or decision is announced or is effective
      after the date of the Prospectus, there is more than an insubstantial risk
      that
      the Capital Securities will no longer constitute Tier I Capital of Citigroup
      or
      any bank holding company of which Citigroup is a subsidiary (or its equivalent)
      for purposes of the capital adequacy guidelines or policies of the Board of
      Governors of the Federal Reserve System or its successor as Citigroup's primary
      federal banking regulator, provided, however that the distribution of the
      Debentures in connection with the liquidation of the Trust shall not in and
      of
      itself constitute a Regulatory Capital Event unless such liquidation shall
      have
      occurred in connection with a Tax Event or an Investment Company
      Event.

     

    On
      and
      from the date fixed by the Regular Trustees for any distribution of the
      Debentures and dissolution of the Trust: (i) the Securities will no longer
      be
      deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing
      Agency or its nominee), as the record Holder of the Capital Securities, will
      receive a registered global certificate or certificates representing the
      Debentures to be delivered upon such distribution and (iii) any certificates
      representing Securities, except for certificates representing Capital Securities
      held by DTC or its nominee (or any successor Clearing Agency or its nominee),
      will be deemed to represent beneficial interests in the Debentures having an
      aggregate principal amount equal to the aggregate stated liquidation amount
      of,
      with an interest rate identical to the Coupon Rate of, and accrued and unpaid
      interest equal to accrued and unpaid Distributions on such Securities until
      such
      certificates are presented to the Debenture Issuer or its agent for transfer
      or
      reissue.

     

    (d) The
      Trust
      may not redeem fewer than all the outstanding Securities unless all accrued
      and
      unpaid Distributions have been paid on all Securities for all quarterly
      Distribution periods terminating on or before the date of
      redemption.

     

    (e) If
      the
      Debentures are distributed to the Holders of the Securities, pursuant to the
      terms of the Indenture, the Debenture Issuer will use its best efforts to cause
      the Debentures to be listed on the New York Stock Exchange or on such other
      exchange as the Capital Securities were listed immediately prior to the
      distribution of the Debentures.

     

    
      
         

      

      
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    (f) Redemption
      or Distribution procedures will be as follows:

     

    (i) Notice
      of
      any redemption of, or notice of distribution of Debentures in exchange for
      the
      Securities (a "Redemption/Distribution Notice") will be given by the Trust
      by
      mail to the Institutional Trustee and the Delaware Trustee and to each Holder
      of
      the Securities to be redeemed or exchanged not fewer than 30 nor more than
      60
      days before the date fixed for redemption or exchange thereof which, in the
      case
      of a redemption, will be the date fixed for redemption of the Debentures. For
      purposes of the calculation of the date of redemption or exchange and the dates
      on which notices are given pursuant to this Section 4(f)(i), a Redemption/
      Distribution Notice shall be deemed to be given on the day such notice is first
      mailed by first-class mail, postage prepaid, to the Holders of the Securities.
      Each Redemption/Distribution Notice shall be addressed to the Holders of the
      Securities at the address of each such Holder appearing in the books and records
      of the Trust. No defect in the Redemption/Distribution Notice or in the mailing
      of either thereof with respect to any Holder shall affect the validity of the
      redemption or exchange proceedings with respect to any other
      Holder.

     

    (ii) In
      the
      event that fewer than all the outstanding Securities are to be redeemed, the
      Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital
      Securities, it being understood that, in respect of Capital Securities
      registered in the name of and held of record by DTC or its nominee (or any
      successor Clearing Agency or its nominee), the distribution of the proceeds
      of
      such redemption will be made to each Clearing Agency Participant (or Person
      on
      whose behalf such nominee holds such securities) in accordance with the
      procedures applied by such agency or nominee.

     

    (iii) If
      Securities are to be redeemed and the Trust gives a Redemption/Distribution
      Notice, which notice may only be issued if the Debentures are redeemed as set
      out in this Section 4 (which notice will be irrevocable), then (A) while the
      Capital Securities are in book-entry only form, with respect to the Capital
      Securities, by 12:00 noon, New York City time, on the redemption date, provided,
      that the Debenture Issuer has paid to the Institutional Trustee a sufficient
      amount of cash in connection with the related redemption or maturity of the
      Debentures, the Institutional Trustee will deposit irrevocably with DTC or
      its
      nominee (or successor Clearing Agency or its nominee) funds sufficient to pay
      the applicable Redemption Price with respect to the Capital Securities and
      will
      give DTC (or any successor Clearing Agency) irrevocable instructions and
      authority to pay the Redemption Price to the Holders of the Capital Securities,
      and (B) with respect to Capital Securities issued in definitive form and Common
      Securities, provided, that the Debenture Issuer has paid the Institutional
      Trustee a sufficient amount of cash in connection with the related redemption
      or
      maturity of the Debentures, the Institutional Trustee will pay the relevant
      Redemption Price to the Holders of such Securities by check mailed to the
      address of the relevant Holder appearing on the books and records of the Trust
      on the redemption date. If a Redemption/Distribution Notice shall have been
      given and funds deposited as required, if applicable, then immediately prior
      to
      the close of business on the date of such deposit, or on the redemption date,
      as
      applicable, distributions will cease to accrue on the Securities so called
      for
      redemption and all rights of the Holders of such Securities so called for
      redemption will cease, except the right of the Holders of such Securities to
      receive the Redemption Price, but without interest on such Redemption Price.
      Neither the Regular Trustees nor the Trust shall be required to register or
      cause to be registered the transfer of any Securities that have been so called
      for redemption. If any date fixed for redemption of Securities is not a Business
      Day, then payment of the Redemption Price payable on such date will be made
      on
      the next succeeding day that is a Business Day (and without any interest or
      other payment in respect of any such delay) except that, if such Business Day
      falls in the next calendar year, such payment will be made on the immediately
      preceding Business Day, in each case with the same force and effect as if made
      on such date fixed for redemption. If payment of the Redemption Price in respect
      of any Securities is improperly withheld or refused and not paid either by
      the
      Institutional Trustee or by the Sponsor as guarantor pursuant to the relevant
      Securities Guarantee, Distributions on such Securities will continue to accrue
      from the original redemption date to the actual date of payment, in which case
      the actual payment date will be considered the date fixed for redemption for
      purposes of calculating the Redemption Price.

     

    
      
         

      

      
        I-8

        
          

        

      

      
         

      

    

     

    (iv) Redemption/Distribution
      Notices shall be sent by the Regular Trustees on behalf of the Trust to (A)
      in
      respect of the Capital Securities, DTC or its nominee (or any successor Clearing
      Agency or its nominee) if the Global Certificates have been issued or, if
      Definitive Capital Security Certificates have been issued, to the Holder thereof
      and (B) in respect of the Common Securities to the Holder thereof.

     

    (v) Subject
      to the foregoing and applicable law (including, without limitation, United
      States federal securities laws), the Debenture Issuer or its affiliates may
      at
      any time and from time to time purchase outstanding Capital Securities by
      tender, in the open market or by private agreement.

     

    5. Voting
      Rights - Capital Securities.

     

    (a) Except
      as
      provided under Sections 5(b) and 7 and as otherwise required by law and the
      Declaration, the Holders of the Capital Securities will have no voting
      rights.

     

    (b) Subject
      to the requirements set forth in this paragraph, the Holders of a Majority
      in
      aggregate liquidation amount of the Capital Securities, voting separately as
      a
      class, may direct the time, method, and place of conducting any proceeding
      for
      any remedy available to the Institutional Trustee, or direct the exercise of
      any
      trust or power conferred upon the Institutional Trustee under the Declaration,
      including the right to direct the Institutional Trustee, as holder of the
      Debentures, to (i) direct the time, method and place of conducting any
      proceeding for any remedy available to the Debenture Trustee, or exercise any
      trust or power conferred on the Debenture Trustee with respect to the
      Debentures, (ii) waive any past Default (as defined in the Indenture) that
      is
      waivable under Section 5.6 of the Indenture, (iii) exercise any right to rescind
      or annul a declaration that the principal of all the Debentures shall be due
      and
      payable or (iv) consent to any amendment, modification or termination of the
      Indenture or the Debentures where such consent shall be required; provided,
      however, that, where a consent or action under the Indenture would require
      the
      consent or act of each holder of each Debenture affected thereby, such consent
      or action under the Indenture shall not be effective until each Holder of
      Capital Securities shall have consented to such action or provided such consent.
      The Institutional Trustee shall not revoke any action previously authorized
      or
      approved by a vote of the Holders of the Capital Securities. Except with respect
      to directing the time, method and place of conducting a proceeding for a remedy
      available to the Institutional Trustee, the Institutional Trustee, as holder
      of
      the Debentures, shall not take any of the actions described in clauses (i),
      (ii), (iii) or (iv) above unless the Institutional Trustee has obtained an
      opinion of a nationally recognized independent tax counsel experienced in such
      matters to the effect that as a result of such action, the Trust will not fail
      to be classified as a grantor trust for United States federal income tax
      purposes. If the Institutional Trustee fails to enforce its rights under the
      Debentures, any Holder of Capital Securities may directly institute a legal
      proceeding against the Debenture Issuer to enforce the Institutional Trustee's
      rights under the Debentures without first instituting a legal proceeding against
      the Institutional Trustee or any other Person or entity. If a Default under
      the
      Declaration has occurred and is continuing and such event is attributable to
      the
      failure of the Debenture Issuer to pay interest or principal on the Debentures
      on the date such interest or principal is otherwise payable (or in the case
      of
      redemption, on the redemption date), then a holder of Capital Securities may
      also directly institute a proceeding for enforcement of payment to such holder
      (a "Direct Action") of the principal of or interest on the Debentures having
      a
      principal amount equal to the aggregate liquidation amount of the Capital
      Securities of such holder on or after the respective due date specified in
      the
      Debentures without first (i) directing the Institutional Trustee to enforce
      the
      terms of the Debentures or (ii) instituting a legal proceeding directly against
      the Debenture Issuer to enforce the Institutional Trustee's rights under the
      Debentures. Except as provided in the preceding sentence, the Holders of Capital
      Securities will not be able to exercise directly any other remedy available
      to
      the holders of the Debentures. In connection with such Direct Action, Citigroup
      will be subrogated to the rights of such Holder of Capital Securities under
      the
      Declaration to the extent of any payment made by Citigroup to such holder of
      Capital Securities in such Direct Action.

     

    
      
         

      

      
        I-9

        
          

        

      

      
         

      

    

     

    Any
      required approval or direction of Holders of Capital Securities may be given
      at
      a separate meeting of Holders of Capital Securities convened for such purpose,
      at a meeting of all of the Holders of Securities in the Trust or pursuant to
      written consent. The Regular Trustees will cause a notice of any meeting at
      which Holders of Capital Securities are entitled to vote, or of any matter
      upon
      which action by written consent of such Holders is to be taken, to be mailed
      to
      each Holder of record of Capital Securities. Each such notice will include
      a
      statement setting forth (i) the date of such meeting or the date by which such
      action is to be taken, (ii) a description of any resolution proposed for
      adoption at such meeting on which such Holders are entitled to vote or of such
      matter upon which written consent is sought and (iii) instructions for the
      delivery of proxies or consents.

     

    No
      vote
      or consent of the Holders of the Capital Securities will be required for the
      Trust to redeem and cancel Capital Securities or to distribute the Debentures
      in
      accordance with this Declaration and the terms of the Securities.

     

    Notwithstanding
      that Holders of Capital Securities are entitled to vote or consent under any
      of
      the circumstances described above, any of the Capital Securities that are owned
      by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote
      or
      consent and shall, for purposes of such vote or consent, be treated as if they
      were not outstanding.

     

    
      
         

      

      
        I-10

        
          

        

      

      
         

      

    

     

    6. Voting
      Rights - Common Securities.

     

    (a) Except
      as
      provided under Sections 6(b), (c) and 7 as otherwise required by law and the
      Declaration, the Holders of the Common Securities will have no voting
      rights.

     

    (b) The
      Holders of the Common Securities are entitled, in accordance with and subject
      to
      Article V of the Declaration, to vote to appoint, remove or replace any Trustee
      or to increase or decrease the number of Trustees.

     

    (c) Subject
      to Section 2.6 of the Declaration and only after the Default with respect to
      the
      Capital Securities has been cured, waived, or otherwise eliminated and subject
      to the requirements of the second to last sentence of this paragraph, the
      Holders of a Majority in liquidation amount of the Common Securities, voting
      separately as a class, may direct the time, method, and place of conducting
      any
      proceeding for any remedy available to the Institutional Trustee, or direct
      the
      exercise of any trust or power conferred upon the Institutional Trustee under
      the Declaration, including (i) directing the time, method, place of conducting
      any proceeding for any remedy available to the Debenture Trustee, or exercising
      any trust or power conferred on the Debenture Trustee with respect to the
      Debentures, (ii) waiving any past Default (as defined in the Indenture) that
      is
      waivable under Section 5.6 of the Indenture, or (iii) exercising any right
      to rescind or annul a declaration that the principal of all the Debentures
      shall
      be due and payable, provided that, where a consent or action under the Indenture
      would require the consent or act of the Holders of greater than a majority
      in
      principal amount of Debentures affected thereby (a "Super Majority"), the
      Institutional Trustee may only give such consent or take such action at the
      written direction of the Holders of at least the proportion in liquidation
      amount of the Common Securities which the relevant Super Majority represents
      of
      the aggregate principal amount of the Debentures outstanding. Pursuant to this
      Section 6(c), the Institutional Trustee shall not revoke any action previously
      authorized or approved by a vote of the Holders of the Capital Securities.
      Other
      than with respect to directing the time, method and place of conducting any
      proceeding for any remedy available to the Institutional Trustee or the
      Debenture Trustee as set forth above, the Institutional Trustee shall not take
      any action in accordance with the directions of the Holders of the Common
      Securities under this paragraph unless the Institutional Trustee has obtained
      an
      opinion of tax counsel to the effect that for the purposes of United States
      federal income tax the Trust will not be classified as other than a grantor
      trust on account of such action. If the Institutional Trustee fails to enforce
      its rights under the Declaration, any Holder of Common Securities may institute
      a legal proceeding directly against any Person to enforce the Institutional
      Trustee's rights under the Declaration, without first instituting a legal
      proceeding against the Institutional Trustee or any other Person.

     

    Any
      approval or direction of Holders of Common Securities may be given at a separate
      meeting of Holders of Common Securities convened for such purpose, at a meeting
      of all of the Holders of Securities in the Trust or pursuant to written consent.
      The Regular Trustees will cause a notice of any meeting at which Holders of
      Common Securities are entitled to vote, or of any matter upon which action
      by
      written consent of such Holders is to be taken, to be mailed to each Holder
      of
      record of Common Securities. Each such notice will include a statement setting
      forth (i) the date of such meeting or the date by which such action is to be
      taken, (ii) a description of any resolution proposed for adoption at such
      meeting on which such Holders are entitled to vote or of such matter upon which
      written consent is sought and (iii) instructions for the delivery of proxies
      or
      consents.

     

    
      
         

      

      
        I-11

        
          

        

      

      
         

      

    

     

    No
      vote
      or consent of the Holders of the Common Securities will be required for the
      Trust to redeem and cancel Common Securities or to distribute the Debentures
      in
      accordance with the Declaration and the terms of the Securities.

     

    7. Amendments
      to Declaration and Indenture.

     

    (a) In
      addition to any requirements under Section 12.1 of the Declaration, if any
      proposed amendment to the Declaration provides for, or the Regular Trustees
      otherwise propose to effect, (i) any action that would adversely affect the
      powers, preferences or special rights of the Securities, whether by way of
      amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
      or termination of the Trust, other than as described in Section 8.1 of the
      Declaration, then the Holders of outstanding Securities as a class, will be
      entitled to vote on such amendment or proposal (but not on any other amendment
      or proposal) and such amendment or proposal shall not be effective except with
      the approval of the Holders of at least a Majority in liquidation amount of
      the
      Securities, voting together as a single class; provided, however, if any
      amendment or proposal referred to in clause (i) above would adversely affect
      only the Capital Securities or only the Common Securities, then only the
      affected class will be entitled to vote on such amendment or proposal and such
      amendment or proposal shall not be effective except with the approval of a
      Majority in liquidation amount of such class of Securities.

     

    (b) In
      the
      event the consent of the Institutional Trustee as the holder of the Debentures
      is required under the Indenture with respect to any amendment, modification
      or
      termination on the Indenture or the Debentures, the Institutional Trustee shall
      request the written direction of the Holders of the Securities with respect
      to
      such amendment, modification or termination and shall vote with respect to
      such
      amendment, modification or termination as directed by a Majority in liquidation
      amount of the Securities voting together as a single class; provided, however,
      that where a consent under the Indenture would require the consent of the
      holders of greater than a majority in aggregate principal amount of the
      Debentures (a "Super Majority"), the Institutional Trustee may only give such
      consent at the direction of the Holders of at least the proportion in
      liquidation amount of the Securities which the relevant Super Majority
      represents of the aggregate principal amount of the Debentures outstanding;
      provided, further, that the Institutional Trustee shall not take any action
      in
      accordance with the directions of the Holders of the Securities under this
      Section 7(b) unless the Institutional Trustee has obtained an opinion of tax
      counsel to the effect that for the purposes of United States federal income
      tax
      the Trust will not be classified as other than a grantor trust on account of
      such action.

     

    8. Pro
      Rata.

     

    A
      reference in these terms of the Securities to any payment, distribution or
      treatment as being "Pro Rata" shall mean pro rata to each Holder of Securities
      according to the aggregate liquidation amount of the Securities held by the
      relevant Holder in relation to the aggregate liquidation amount of all
      Securities outstanding unless, in relation to a payment, an a Default under
      the
      Declaration has occurred and is continuing, in which case any funds available
      to
      make such payment shall be paid first to each Holder of the Capital Securities
      pro rata according to the aggregate liquidation amount of Capital Securities
      held by the relevant Holder relative to the aggregate liquidation amount of
      all
      Capital Securities outstanding, and only after satisfaction of all amounts
      owed
      to the Holders of the Capital Securities, to each Holder of Common Securities
      pro rata according to the aggregate liquidation amount of Common Securities
      held
      by the relevant Holder relative to the aggregate liquidation amount of all
      Common Securities outstanding.

     

    
      
         

      

      
        I-12

        
          

        

      

      
         

      

    

     

    9. Ranking.

     

    The
      Capital Securities rank pari passu and payment thereon shall be made Pro Rata
      with the Common Securities except that, where a Default (as defined in the
      Indenture) occurs and is continuing under the Indenture in respect of the
      Debentures held by the Institutional Trustee, the rights of Holders of the
      Common Securities to payment in respect of Distributions and payments upon
      liquidation, redemption and otherwise are subordinated to the rights to payment
      of the Holders of the Capital Securities.

     

    10. Listing.

     

    The
      Regular Trustees shall use their best efforts to cause the Capital Securities
      to
      be listed on the New York Stock Exchange.

     

    11. Acceptance
      of Securities Guarantee and Indenture.

     

    Each
      Holder of Capital Securities and Common Securities, by the acceptance thereof,
      agrees to the provisions of the Capital Securities Guarantee, including the
      subordination provisions therein and to the provisions of the
      Indenture.

     

    12. No
      Preemptive Rights.

     

    The
      Holders of the Securities shall have no preemptive rights to subscribe for
      any
      additional securities.

     

    13. Miscellaneous.

     

    These
      terms constitute a part of the Declaration.

     

    The
      Sponsor will provide a copy of the Declaration or the Capital Securities
      Guarantee, and the Indenture to a Holder without charge on written request
      to
      the Sponsor at its principal place of business.

     

    
      
         

      

      
        I-13

        
          

        

      

      
         

      

    


    EXHIBIT
      A-1

    FORM
      OF CAPITAL SECURITY CERTIFICATE

     

    THIS
      CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
      COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY
      IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
      THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
      IN THE DECLARATION AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A
      TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
      OF
      THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
      CIRCUMSTANCES.

     

    UNLESS
      THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT
      FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
      AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE
      TO
      CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
      BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    
      	Certificate Number 	
              Number
                of Capital
                Securities 

            
	 	 
	 	
              CUSIP
                NO.
                _____________ 

            


    

    


    Certificate
      Evidencing Capital Securities

     

    of

     

    CITIGROUP
      CAPITAL XVII

     

    6.35%
      Capital Securities

    (Liquidation
      Amount $25 per Capital Security)

     

    CITIGROUP
      CAPITAL XVII, a statutory trust formed under the laws of the State of Delaware
      (the "Trust"), hereby certifies that ___________ (the "Holder") is the
      registered owner of ________ (____) capital securities of the Trust representing
      undivided beneficial interests in the assets of the Trust designated the 6.35%
      Capital Securities (the "Capital Securities"). The Capital Securities are
      transferable on the books and records of the Trust, in person or by a duly
      authorized attorney, upon surrender of this certificate duly endorsed and in
      proper form for transfer. The designation, rights, privileges, restrictions,
      preferences and other terms and provisions of the Capital Securities are set
      forth in, and this certificate and the Capital Securities represented hereby
      are
      issued and shall in all respects be subject to, the provisions of the Amended
      and Restated Declaration of Trust of the Trust dated as of March 6, 2007, as
      the
      same may be amended from time to time (the "Declaration"), including the
      designation of the terms of the Capital Securities as set forth in Annex I
      thereto. Capitalized terms used herein but not defined shall have the meaning
      given them in the Declaration. The Holder is entitled to the benefits of the
      Capital Securities Guarantee to the extent provided therein. The Sponsor will
      provide a copy of the Declaration, the Capital Securities Guarantee and the
      Indenture to a Holder without charge upon written request to the Sponsor at
      its
      principal place of business.

     

    
      
         

      

      
        A1-1

        
          

        

      

      
         

      

    

     

    The
      Holder of this certificate, by accepting this certificate, is deemed to have
      (i)
      agreed to the terms of the Indenture and the Debentures, including that the
      Debentures are subordinate and junior in right of payment to all Senior
      Indebtedness (as defined in the Indenture) and (ii) agreed to the terms of
      the
      Capital Securities Guarantee, including that the Capital Securities Guarantee
      is
      (A) subordinate and junior in right of payment to all other liabilities of
      Citigroup, (B) pari passu with the most senior preferred or preference stock
      now
      or hereafter issued by Citigroup and with any guarantee now or hereafter issued
      by Citigroup with respect to preferred or preference stock of Citigroup's
      affiliates and (C) senior to Citigroup's common stock.

     

    Upon
      receipt of this certificate, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    By
      acceptance, the Holder agrees to treat, for United States federal income tax
      purposes, the Debentures as indebtedness and the Capital Securities as evidence
      of indirect beneficial ownership in the Debentures.

     

    
      
         

      

      
        A1-2

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
      _______, ____.

     

    
      	 	 	 	 
	 	 	Name: Sallie Krawcheck 	 
	 	 	Title: Regular Trustee 	 


    

     

    
      
         

      

      
        A1-3

        
          

        

      

      
         

      

    

    _____________________

     

    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Capital Security
      Certificate to:

     

      
        

      

      
        

      

      
        

      

    

    (Insert
      assignee's social security or tax identification number)

     

     

    
      
        

      

      
        

      

      
        

      

    

    (Insert
      address and zip code of assignee)

    


    


    and
      irrevocably appoints

    
      
        

      

      
        

      

      
        

      

    

    agent
      to
      transfer this Capital Security Certificate on the books of the Trust. The agent
      may substitute another to act for him or her.

    


    


    Date:
      _______________________

    


    Signature:
      __________________

    (Sign
      exactly as your name appears on the other side of this Capital Security
      Certificate)

     

    
      
         

      

      
        A1-4

        
          

        

      

      
         

      

    


    EXHIBIT
      A-2

     

    FORM
      OF COMMON SECURITY CERTIFICATE

     

    TRANSFER
      OF THIS CERTIFICATE 

    IS
      SUBJECT TO THE CONDITIONS 

    SET
      FORTH
      IN THE DECLARATION 

    REFERRED
      TO BELOW

     

    
      	Certificate Number 	
              Number
                of Common
                Securities 

            


    

     

    Certificate
      Evidencing Common Securities

     

    of

     

    CITIGROUP
      CAPITAL XVII

     

    6.35%
      Common Securities

    (Liquidation
      Amount $25 per Common Security)

     

    CITIGROUP
      CAPITAL XVII, a statutory trust formed under the laws of the State of Delaware
      (the "Trust"), hereby certifies that Citigroup Inc., a Delaware corporation
      (the
      "Holder"), is the registered owner of __________ (________) common securities
      of
      the Trust representing undivided beneficial interests in the assets of the
      Trust
      designated the 6.35% Common Securities (the "Common Securities"). The Common
      Securities are transferable on the books and records of the Trust, in person
      or
      by a duly authorized attorney, upon surrender of this certificate duly endorsed
      and in proper form for transfer and satisfaction of the other conditions set
      forth in the Declaration (as defined below), including, without limitation,
      Section 9.1 thereof. The designation, rights, privileges, restrictions,
      preferences and other terms and provisions of the Common Securities represented
      hereby are issued and shall in all respects be subject to the provisions of
      the
      Amended and Restated Declaration of Trust of the Trust dated as of March 6,
      2007, as the same may be amended from time to time (the "Declaration"),
      including the designation of the terms of the Common Securities as set forth
      in
      Annex I thereto. Capitalized terms used herein but not defined shall have the
      meaning given them in the Declaration. The Sponsor will provide a copy of the
      Declaration and the Indenture to a Holder without charge upon written request
      to
      the Sponsor at its principal place of business.

     

    Upon
      receipt of this certificate, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    The
      Holder of this certificate, by accepting this certificate, is deemed to have
      agreed to the terms of the Indenture and the Debentures, including that the
      Debentures are subordinate and junior in right of payment to all Senior
      Indebtedness (as defined in the Indenture) as and to the extent provided in
      the
      Indenture.

     

    By
      acceptance, the Holder agrees to treat, for United States federal income tax
      purposes, the Debentures as indebtedness and the Common Securities as evidence
      of indirect beneficial ownership in the Debentures.

     

    
      
         

      

      
        A2-1

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
      _______, ____.

     

    
      	 	 	 	 
	 	 	Name: Sallie Krawcheck 	 
	 	 	Title: Regular Trustee 	 


    

    


    
      
         

      

      
        A2-2

        
          

        

      

      
         

      

    

    _____________________

    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Common Security Certificate
      to:

     

      
        

      

    

    
      
        

      

      
        
          

        

      

    

    (Insert
      assignee's social security or tax identification number)

     

    
      
        

      

    

    
      
        

      

      
        

      

    

    (Insert
      address and zip code of assignee) 

    


    and
      irrevocably appoints 

    
      
        

      

      
        
          

        

        
          
            

          

        

      

    

    agent
      to
      transfer this Common Security Certificate on the books of the Trust. The agent
      may substitute another to act for him or her.

    


    Date:
      _______________________

    


    Signature:
      __________________

    (Sign
      exactly as your name appears on the other side of this Common Security
      Certificate)

     

    
      
         

      

      
        A2-3

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    SPECIMEN
      OF DEBENTURE

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    


    EXHIBIT
      C

     

    UNDERWRITING
      AGREEMENT

     

    
      
         

      

      
        C-1