exv4w01






EXHIBIT 4.01

EXECUTION COPY




      




CITIGROUP INC.




and




THE BANK OF NEW YORK




First Supplemental Indenture




Dated as of December 3, 2007




Supplement to Indenture of Citigroup Inc.

dated as of July 23, 2004




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.1 Definition of Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
	 	 	 	 
	 
	 	 	 	 
	Section 2.1 Designation and Establishment of Series
	 	 	7	 
	Section 2.2 Extended Interest Payment Periods; Limitation of Transactions
	 	 	10	 
	Section 2.3 Subordination
	 	 	10	 
	Section 2.4 Put Right of Holders
	 	 	10	 
	Section 2.5 Company’s Elections to Change Certain Terms
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	ORIGINAL ISSUE OF DEBENTURES
	 	 	 	 
	Section 3.1 Original Issue of Debentures
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	Section 4.1 Effectiveness
	 	 	12	 
	Section 4.2 Successors and Assigns
	 	 	12	 
	Section 4.3 Further Assurances
	 	 	12	 
	Section 4.4 Effect of Recitals
	 	 	12	 
	Section 4.5 Ratification of Indenture
	 	 	12	 
	Section 4.6 Governing Law
	 	 	12	 
	Section 4.7 Counterparts
	 	 	13	 
	Section 4.8 Payment and Paying Agents
	 	 	13	 
	Section 4.9 Amendment; Execution by Treasurer or Assistant Treasurer
	 	 	13	 





First Supplemental Indenture




 









 





          THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 3, 2007 (this “First Supplemental
Indenture”), to the Indenture, dated as of July 23, 2004, between CITIGROUP INC., a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation (as successor
to JPMORGAN CHASE BANK), not in its individual capacity but solely as trustee under the Indenture
referred to below (the “Trustee”).




RECITALS:




          WHEREAS, the Company and the Trustee entered into an Indenture, dated as of July 23, 2004
(“Indenture”);




          WHEREAS, Section 9.1 of the Indenture provides that the Indenture may be amended without the
consent of any Holder (i) to change or eliminate any of the provisions of the Indenture, provided
that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such Supplemental Indenture which is
entitled to the benefit of such provision, or (ii) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1;




          WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Section 1.2 of the Indenture to the effect that all conditions precedent
provided for in the Indenture to the Trustee’s execution and delivery of this First Supplemental
Indenture have been complied with;




          WHEREAS, pursuant to the Investment Agreement, the Company has agreed to issue or cause to be
issued to the Investor, and the Investor has agreed to purchase, the Purchased Securities (as
defined in the Investment Agreement), which include as a component of the Equity Units (as defined
in the Investment Agreement) the Capital Securities of Citigroup Capital XXIX, a Delaware statutory
trust (the “Trust”), issued under the Declaration, which in turn is the initial Holder of the
Debentures;




          WHEREAS, the Capital Securities are subject to a Remarketing, as provided for in Article X of
the Declaration and a Remarketing Agreement to be entered into among the Company, the Trust, the
Stock Purchase Contract Agent and the Remarketing Agent;




          WHEREAS, by entering into this First Supplemental Indenture the Company wishes to establish
the Debentures, having the terms provided for in this Supplemental Indenture, as a series of
Securities under the Indenture;




          WHEREAS, the Company has requested that the Trustee execute and deliver this First
Supplemental Indenture and satisfy all requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the valid obligations of
the Company and all acts and things necessary have been done and performed to make this First
Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of
this First Supplemental Indenture has been duly authorized in all respects:




First Supplemental Indenture




 









 





     NOW, THEREFORE, the Company and the Trustee agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Definition of Terms.



          Unless the context otherwise requires (including for purposes of the Recitals):




          (a) a term defined in the Indenture has the same meaning when used in this First Supplemental
Indenture unless otherwise specified herein;




          (b) a term defined anywhere in this First Supplemental Indenture has the same meaning
throughout;




          (c) the singular includes the plural and vice versa;




          (d) headings are for convenience of reference only and do not affect interpretation;




          (e) the following terms have the meanings given to them in the Declaration: Capital
Securities; Common Securities; DECS; Distributions; Institutional Trustee; Regular Trustee;
Remarketing; Remarketing Agent; Remarketing Agreement; Failed Remarketing; Remarketing Date;
Remarketing Period; Remarketing Settlement Date; Stock Purchase Contract Agent; and Successful;




          (f) the following terms have the meanings given to them in the Stock Purchase Contract
Agreement: Collateral Agent and Stock Purchase Contract; and




          (g) the following terms have the meanings given to them in this Section 1.1(g):





     “Citigroup Trust” means each of Citigroup Capital II, Citigroup Capital III, Citigroup
Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup
Capital XI, Citigroup Capital XII, Citigroup Capital XIII, Citigroup Capital XIV, Citigroup
Capital XV, Citigroup Capital XVI, Citigroup Capital XVII, Citigroup Capital XVIII,
Citigroup Capital XIX, Citigroup Capital XX and the Trust or any other similar trust created
for the purpose of issuing preferred securities or enhanced trust preferred securities
(“ETruPS”) in connection with the issuances of junior subordinated debt securities
under the indenture, the prior junior subordinated debt indenture or the ETruPS
junior subordinated debt indentures.




     “Contemporaneously Issued Debentures” means each of the series of Securities issued
under the Second Supplemental Indenture to the Indenture, the Third Supplemental Indenture
to the Indenture and the Fourth Supplemental Indenture to the Indenture, each dated the day
hereof, and each between the Company and the Trustee.



First Supplemental Indenture




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     “Debentures” has the meaning set forth in Section 2.1.




     “Declaration” means the Amended and Restated Declaration of Trust of Citigroup Capital
XXIX, dated as of December 3, 2007.




     “Federal Reserve” means the Board of Governors of the Federal Reserve System and
includes the Federal Reserve Bank of New York or any other Federal Reserve Bank that has
primary supervisory authority with respect to the Company.




     “Guarantee Agreement” means the Guarantee Agreement, of even date herewith, between the
Company and The Bank of New York, as Guarantee Trustee, with respect to the Capital
Securities.




     “Investment Agreement” means the Investment Agreement, dated November 26, 2007, between
the Company and the Investor.




     “Investment Company Act” means the Investment Company Act of 1940, as amended.




     “Investment Company Event” means that the Regular Trustees will have received an
opinion of a nationally recognized independent counsel experienced in such matters which
states 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, there is 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.




     “Investor” means Abu Dhabi Investment Authority, a public institution established under
the laws of Abu Dhabi.




     “Regulatory Capital Event” means that the Company determines, based on an opinion of
counsel experienced in such matters, who may be an employee of the Company or any of its
Affiliates, that, as a result of




	 	•	 	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
	 
	 	•	 	any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations,






there is more than an insubstantial risk that, at any time prior to the applicable
Remarketing Settlement Date for the Debentures, the DECS, or a portion thereof, will no
longer constitute Tier 1 capital of the Company or any bank holding company of which the
Company is a subsidiary for purposes of the capital adequacy guidelines or policies of the
Federal Reserve; provided, however, that the distribution of the Debentures in



First Supplemental Indenture




3









 







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.




     “Reset Rate” means the rate of Distributions on the Capital Securities (and,
accordingly, the interest rate applicable to the Debentures) applicable from and after a
Remarketing Settlement Date, established pursuant to the Declaration in a Remarketing that
is Successful.




     “Senior Indebtedness” means any obligation of the Company to its creditors, whether now
outstanding or subsequently incurred, including the following:




	 	•	 	the principal, premium, if any, and interest in respect of (a) indebtedness
for money borrowed and (b) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by the Company including
all indebtedness (whether now or hereafter outstanding) issued under the Senior
Debt Indenture, dated as of March 15, 1987, between the Company and The Bank of
New York, as trustee, in case as the same may be amended, modified, or
supplemented from time to time, and the Subordinated Debt Indenture, dated as
of April 12, 2001, between the Company and The Bank of New York (as successor
to J.P. Morgan Trust Company, National Association), as trustee, in case as the
same may be amended, modified or supplemented from time to time;
	 
	 	•	 	all capital lease obligations of the Company;
	 
	 	•	 	all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company and all
obligations of the Company under any conditional sale or title retention
agreement, but excluding trade accounts payable arising in the ordinary course
of business;
	 
	 	•	 	all obligations, contingent or otherwise, of the Company in respect of any
letters of credit, bankers acceptance, security purchase facilities or similar
credit transactions;
	 
	 	•	 	all obligations of the Company in respect of interest rate swap, cap or
other agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar agreements;
	 
	 	•	 	all obligations of the type referred to above of other persons for the
payment of which the Company is responsible or liable as obligor, guarantor or
otherwise; and
	 
	 	•	 	all obligations of the type referred to above of other persons secured by





First Supplemental Indenture




4









 






	 	 	 	any lien on any property or asset of the Company, whether or not such
obligation is assumed by the Company;





     except that Senior Indebtedness will not include:




	 	•	 	any other indebtedness (whether now or hereafter outstanding) issued to a
Citigroup Trust under the Indenture;
	 
	 	•	 	any indebtedness issued to a Citigroup Trust under the Indenture, dated as
of October 7, 1996, between the Company and The Bank of New York (as successor
to JPMorgan Chase Bank), as trustee, as the same has been or may be amended,
modified or supplemented from time to time (the “Prior Junior Subordinated Debt
Indenture”);
	 
	 	•	 	any indebtedness issued to a Citigroup Trust under the Indenture, dated as
of June 30, 2006, between the Company and The Bank of New York (as successor to
JPMorgan Chase Bank, National Association), as trustee, as the same has been or
may be amended, modified or supplemented from time to time (the “First
ETruPS Junior Subordinated Debt Indenture”);
	 
	 	•	 	any indebtedness (whether now or hereafter outstanding) issued to a
Citigroup Trust under the Indenture, dated as of June 28, 2007, between the
Company and The Bank of New York, as trustee, as the same has been or may be
amended, modified or supplemented from time to time (together with the First
ETruPS Junior Subordinated Debt Indenture, the “ETruPS Junior
Subordinated Debt Indentures”);
	 
	 	•	 	any guarantee entered into by the Company in respect of any preferred
securities, capital securities or preference stock of a Citigroup Trust to
which the Company issued any indebtedness under this Indenture, the Prior
Junior Subordinated Debt Indenture or the ETruPS Junior Subordinated
Debt Indentures;
	 
	 	•	 	any indebtedness or any guarantee that is by its terms subordinated to, or
ranks equally with, the Debentures and the issuance of which does not at the
time of issuance prevent the Debentures from qualifying for Tier 1 capital
treatment (irrespective of any limits on the amount of the Company’s Tier 1
capital) under the applicable capital adequacy guidelines, regulations,
policies, published interpretations, or the concurrence or approval of the
Federal Reserve; and
	 
	 	•	 	trade accounts payable and other accrued liabilities arising in the ordinary
course of business.






     “Special Event” means a Tax Event, an Investment Company Event or a Regulatory Capital
Event.



First Supplemental Indenture




5









 






     “Stock Purchase Contract Agreement” means that certain agreement, dated as of December
3, 2007, between the Company and The Bank of New York, as Stock Purchase Contract Agent.




     “Stock Purchase Date” means the “Series A Stock Purchase Date” as defined in the Stock
Purchase Contract Agreement.




     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which
is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by
the Company and one or more other Subsidiaries. For purposes of this definition, “voting
stock” means stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power by reason of
any contingency.




     “Tax Event” means that the Regular Trustees (or, if the Debentures are no longer held
by a Citigroup Trust, the Trustee) will have received an opinion of a nationally recognized
independent tax counsel experienced in such matters which states that, as a result of any:




	 	•	 	amendment to, or change (including any announced prospective change) in, the
laws or associated regulations of the United States or any political
subdivision or taxing authority of the United States; or
	 
	 	•	 	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, regulatory determination or administrative pronouncement
on or after November 26, 2007;





     there is more than an insubstantial risk that:




	 	•	 	the Trust or other Citigroup Trust that holds the Debentures would be
subject to United States federal income tax relating to interest accrued or
received on the Debentures (provided that this clause shall apply only for so
long as all of the Debentures are owned by the Trust or another Citigroup
Trust);
	 
	 	•	 	interest payable on the Debentures would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes; or
	 
	 	•	 	the Trust or other Citigroup Trust that holds the Debentures would be
subject to more than a minimal amount of other taxes, duties or other
governmental charges (provided that this clause shall apply only for so long as
all of the Debentures are owned by the Trust or another Citigroup Trust).





First Supplemental Indenture




6









 












     “Trust” has the meaning set forth in the recitals hereto.




     “Trust Securities” means the Capital Securities and the Common Securities.



ARTICLE II




GENERAL TERMS AND CONDITIONS OF THE DEBENTURES




     Section 2.1 Designation and Establishment of Series.



          (a) There is hereby established a series of Securities to be issued under the Indenture which
has the following terms:





	 	1.	 	The title of the Securities of the series is 6.320% Junior
Subordinated Deferrable Interest Debentures due March 15, 2041 (the
“Debentures”).
	 
	 	2.	 	The limit upon the aggregate principal amount of the Debentures
which may be authenticated and delivered under the Indenture (except for
Debentures authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures pursuant to Sections 3.4, 3.5,
3.6, 9.6 or 11.7 of the Indenture) is $1,875,010,000.
	 
	 	3.	 	The principal of the Debentures is payable on March 15, 2041
or, if an earlier date is designated pursuant to Section 2.5(a), such earlier
date.
	 
	 	4.	 	The Debentures shall bear interest at the rate per annum of
6.320% to but not including the Remarketing Settlement Date and, from and after
the Remarketing Settlement Date, if applicable, at the Reset Rate.
	 
	 	5.	 	The Debentures shall accrue interest from December 3, 2007.
	 
	 	6.	 	The Interest Payment Dates on which interest on the Debentures
shall be payable are March 15, June 15, September 15 and December 15,
commencing March 15, 2008 and continuing to the Remarketing Settlement Date,
and thereafter semiannually on each March 15 and September 15 or June 15 and
December 15 (commencing with the first such date to occur in the month six
months after the month in which the Remarketing Settlement Date occurs), as
applicable.
	 
	 	7.	 	The Regular Record Date (as that term is defined in the
Indenture) for the interest payable on any Interest Payment Date shall be the
close of business on the Business Day immediately preceding such Interest
Payment Date. If the Debentures are neither (x) owned by a Citigroup Trust or
(y) Book-Entry Debentures, the Company shall have the right to select different
Regular Record Dates which shall be more than 14 but less than 60 days prior to
any Interest Payment Date.





First Supplemental Indenture




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	 	8.	 	The Debentures will initially be issued in fully registered
form without coupons, will be exchangeable for other Debentures of the same
series, and will be transferable at any time or from time to time at the
Corporate Trust Office of the Trustee or any other office or agency of the
Company designated for that purpose.
	 
	 	 	 	Under certain circumstances, the Debentures may be issued in the form of one
or more global securities deposited with, or on behalf, The Depository Trust
Company (the “Depositary”) and registered in the name of the Depositary or
its nominee (a “Book-Entry Debenture”), and transfer of the Debentures will
be restricted in accordance with the existing operating procedures of the
Depositary. The Company will make payments of principal, premium, if any,
or interest due on the Debentures represented by one or more Book-Entry
Debentures to the Depositary or its nominee, as the case may be, as the
registered owner of the related Book-Entry Debenture or Debentures. The
Depositary will credit the accounts of the related participants in
accordance with its existing operating procedures.
	 
	 	 	 	If the Depositary is at any time unwilling, unable or ineligible to continue
as depositary and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Debentures in certificated form in
exchange for beneficial interest in the Book-Entry Debentures. In addition,
the Company may at any time determine not to have its Debentures represented
by one or more Book-Entry Debentures, and, in such event, will issue
Debentures in certificated form in exchange for beneficial interests in
Book-Entry Debentures. In any such instance, an owner of a beneficial
interest in a Book-Entry Debenture will be entitled to physical delivery in
certificated form of Debentures equal in principal amount to such beneficial
interest and to have such Debentures registered in its name. Debentures so
issued in certificated form will be issued in denominations of $25 or any
amount in excess thereof that is an integral multiple of $25 and will be
issued in registered form only, without coupons.
	 
	 	9.	 	Principal of and interest on the Debentures shall be payable at
the office or agency of the Company to be maintained in the Borough of
Manhattan, The City of New York, initially at the Corporate Trust Office of the
Trustee, 101 Barclay Street, 8W, New York, New York 10286; provided, however,
that at the option of the Company, payment of interest may be made by check
mailed to the address of the person entitled thereto as such address shall
appear in the register of holders of the Debentures. Notwithstanding the
foregoing, payments of principal and interest on the Debentures represented by
one or more Book-Entry Debentures will be made as provided above.





First Supplemental Indenture




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	 	10.	 	The Debentures may be redeemed at the option of the Company
only as provided in the form of Debenture attached hereto as Annex 1.
	 
	 	11.	 	The Debentures are not subject to any sinking fund.
	 
	 	12.	 	The Company shall have the right, at any time and from time to
time during the terms of the Debentures, to defer payments of interest as
provided for in Section 13.1 of the Indenture, subject to (and modified) as
follows:






	 	(a)	 	the Company shall defer payment of interest on
each of the Contemporaneously Issued Debentures on the same dates and
for the same periods as it elects to defer interest on the Debentures;
and
	 
	 	(b)	 	any Extended Interest Payment Period must end
on an Interest Payment Date.






	 	13.	 	If at any time the Trust shall be required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any such case, the Company will pay as additional interest on the
Debentures such amounts as shall be required so that the net amounts received
and retained by the Trust after paying any such taxes, duties, assessments or
other governmental charges will be not less than the amounts the Trust would
have received had no such taxes, duties, assessments or other governmental
charges been imposed.
	 
	 	14.	 	The Debentures will be subordinated and junior in right of
payment to all Senior Indebtedness of the Company to the extent set forth in
the Indenture, subject to Sections 2.3 and 2.5(c) of this Supplemental
Indenture.
	 
	 	15.	 	The Debentures shall be denominated, and principal of and
interest on the Debentures shall be payable, in United States dollars.
	 
	 	16.	 	From and after (but not before) the Remarketing Settlement
Date, the Debentures shall be subject to the satisfaction, discharge and
defeasance provisions of Article IV of the Indenture.
	 
	 	(b)	 	The following additional matters pertain to the Debentures.
	 
	 	1.	 	The Debentures shall be subject to the covenants and Defaults
provided for by the Indenture (except as modified hereby) and shall not be
subject to any additional covenants or Defaults.





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	 	2.	 	The Debentures shall be in substantially the form of Debentures
attached hereto as Annex 1, with such additions and changes as any officer
delivering the Debentures shall, in his discretion, approve, such approval to
be conclusively evidenced by his delivery thereof.





     Section 2.2 Extended Interest Payment Periods; Limitation of Transactions.



          (a) Section 13.2 of the Indenture, as applicable to the Debentures and each series of
Securities issued on or after December 3, 2007, is amended by adding a new paragraph (d) at the end
thereof reading as follows:





“Notwithstanding anything else contained in this Indenture, the Company
shall not be required to give notice to any Person of its election of an
Extended Interest Payment Period more than 15 Business Days before the next
succeeding Interest Payment Date of the affected Securities.”



          (b) Section 13.3 of the Indenture, as applicable to the Debentures and the Contemporaneously
Issued Debentures but not for purposes of any other series of Securities issued under the Indenture
(unless provided otherwise in the terms of the Securities as established pursuant to Section 3.1 of
the Indenture), shall be amended in its entirety to read as set forth on Annex 2.




     Section 2.3 Subordination. For purposes of Article XIV of the Indenture as applicable to the
Debentures and the Contemporaneously Issued Debentures, but not for purposes of any other series of
Securities issued under the Indenture (unless otherwise provided in the terms of such Securities as
established pursuant to Section 3.1 of the Indenture), the definition of “Senior Indebtedness” set
forth in the Indenture shall be replaced with the definition of “Senior Indebtedness” set forth in
Section 1.1(g) of this Supplemental Indenture.



     Section 2.4 Put Right of Holders.



          If there is a Failed Remarketing, each Holder of Debentures will have the right to require the
Company to purchase all or a portion of its Debentures on such date as described below. Such right
will be exercisable only upon delivery of notice to the Trustee (i) for as long as the Debentures
are held by the Institutional Trustee, on or prior to 11:00 A.M., New York City time, on the
Business Day immediately prior to such date, or (ii) in all other cases, on or prior to 11:00 A.M.,
New York City time, on the second Business Day prior to such date. The Company shall purchase such
Debentures for consideration per Debenture of cash in an amount equal to 100% of their principal
amount, plus a note of the Company, bearing interest at the rate of 6.320% per annum, in the amount
of the accrued and unpaid interest (including Additional Interest), if any, to, but excluding such
date on such Debentures and payable on September 15, 2013 or, if September 15, 2013 is during an
Extension Period and such Extension Period ends after September 15, 2013, the fifth anniversary of
the first day of such Extension Period. Settlement of such purchase shall be effected on the Stock
Purchase Date in March 2011.


First Supplemental Indenture





10









 








     Section 2.5 Company’s Elections to Change Certain Terms.



          (a) The Company may elect at any time, but on one occasion only, to change the Stated Maturity
of principal of the Debentures to a date that is earlier than March 15, 2041; provided, however,
that the Stated Maturity of principal of the Debentures may not be changed to a date earlier than
March 15, 2013; provided, however, that if the Company is deferring interest on the Debentures at
the time of such election, it may not elect a Stated Maturity of principal that is earlier than
five years after commencement of the related Extended Interest Payment Period.




          (b) The Debentures as initially issued are not redeemable at the Company’s election except
upon the occurrence of a Special Event as provided for in the form of Debenture. The Company may
elect at any time, but on one occasion only, to change the terms of the Debentures to specify a
date that may not be earlier than March 15, 2013 on and after which the Debentures will be
redeemable at the Company’s option either (x) in whole or (y) in whole or in part (as elected by
the Company), at a redemption price equal to their principal amount plus accrued and unpaid
interest; provided, however, that if the Company is deferring interest on the Debentures at the
time of such election it may not specify such a date for redemption that is earlier than five years
after commencement of the related Extended Interest Payment Period.




          (c) The Company may elect at any time, but on one occasion only, that is not during an
Extended Interest Payment Period to have the subordination provisions in Article XIV of the
Indenture become inapplicable to the Debentures and, as a consequence, to cause the Debentures to
become Senior Indebtedness.




          (d) The Company shall make the elections provided for in paragraph (a), (b) or (c) of this
Section 2.5, as applicable, by giving notice of such election to the Trustee, the Institutional
Trustee (if the Debentures are then held by a Citigroup Trust) and the Stock Purchase Contract
Agent (if the Debentures are then held by a Citigroup Trust and the Stock Purchase Date has not yet
occurred) at least 30 days prior to such election becoming effective.




ARTICLE III




ORIGINAL ISSUE OF DEBENTURES




     Section 3.1 Original Issue of Debentures.



     Debentures in the aggregate principal amount of $1,875,010,000, and in denominations of $25
and integral multiples thereof, may, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debentures in accordance with a Company Order.


First Supplemental Indenture




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ARTICLE IV




MISCELLANEOUS




     Section 4.1 Effectiveness.



          This First Supplemental Indenture will become effective upon its execution and delivery.




     Section 4.2 Successors and Assigns.



          All of the covenants, promises, stipulations and agreements of the Company contained in the
Indenture, as supplemented and amended by this First Supplemental Indenture, will bind the Company
and its successors and assigns and will inure to the benefit of the Trustee and its successors and
assigns.




     Section 4.3 Further Assurances.



          The Company will, at its own cost and expense, execute and deliver any documents or
agreements, and take any other actions, which are required by applicable law or which the Trustee
or its counsel may from time to time request in order to assure the Trustee of the benefits of the
rights granted to the Trustee under the Indenture, as supplemented and amended by this First
Supplemental Indenture.




     Section 4.4 Effect of Recitals.



          The recitals in this First Supplemental Indenture are made by the Company and not by the
Trustee, and the Trustee shall not be responsible for the validity or sufficiency hereof.




     Section 4.5 Ratification of Indenture.



          The Indenture as supplemented by this First Supplemental Indenture, is in all respects
ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture
in the manner and to the extent herein and therein provided.




     Section 4.6 Governing Law.



          THIS FIRST SUPPLEMENTAL INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF
LAWS.



First Supplemental Indenture




12









 








     Section 4.7 Counterparts.



          This First Supplemental Indenture may be executed in any number of separate counterparts each
of which shall be an original; but such separate counterparts shall together constitute but one and
the same instrument.




     Section 4.8 Payment and Paying Agents.



          If the Debentures are distributed to holders of the Capital Securities in liquidation of the
holders’ interests in the Trust, the Company will appoint a paying agent from whom holders of such
Capital Securities can receive payment of the principal, interest or premium on the Debentures.
Notwithstanding the foregoing, at the Company’s option, payment of any interest may be made by
check mailed to the address of the person entitled thereto as such address appears in the security
register.




     Section 4.9 Amendment; Execution by Treasurer or Assistant Treasurer.



          For purposes of this First Supplemental Indenture and any Securities issued hereunder, Section
3.3 of the Indenture is hereby amended by adding “its Treasurer or an Assistant Treasurer”
immediately following “the Chief Accounting Officer,” in the first paragraph thereof.


First Supplemental Indenture





13









 





          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, on the day and year first
above written.




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	/s/ ZION SHOHET
 	 
	 	 	Name:  	Zion Shohet 	 
	 	 	Title:  	Treasurer and Head of Corporate Finance 	 
	 
	 	THE BANK OF NEW YORK,

as Trustee

 	 
	 	By:  	/s/ ROBERT A. MASSIMILLO
 	 
	 	 	Name:  	Robert A. Massimillo 	 
	 	 	Title:  	Vice President 	 
	 



 First Supplemental Indenture




14









 








Annex 1




          [IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT — This Security is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Security (other than a transfer of this
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 Security is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository Trust Company 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.]




No.                                         




CITIGROUP INC.




[INSERT TITLE OF SERIES OF SECURITY]





          CITIGROUP INC., a Delaware corporation (the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to                     , or registered assigns, the principal sum of                      Dollars ($                    ) on March
15, 2041, and to pay interest on said principal sum from December 3, 2007, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, subject to deferral as
set forth herein, in arrears at a rate per annum of (i) 6.320% to but not including the earlier of
the repayment of the outstanding principal amount of this Security and the Remarketing Settlement
Date, and (ii) if the Remarketing Settlement Date occurs, of the Reset Rate from and after the
Remarketing Settlement Date, payable (x) on March 15, June 15, September 15 and December 15,
commencing March 15, 2008 and continuing to the Remarketing Settlement Date, and (y) thereafter
semi-annually on each March 15 and September 15 or June 15 and December 15 (as applicable) (each
such date, an “Interest Payment Date”), commencing with the first such date to occur in the month
six months after the month in which the Remarketing Settlement Date occurs, until the principal
hereof shall have become due and payable, and on any overdue principal and premium, if any, and
(without duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per annum compounded
quarterly or semi-annually, as applicable. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the
event that any date on which interest is payable on this Security is not a Business Day, then
payment of


First Supplemental Indenture




A-1-1









 







interest 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. The interest installment
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be the close of business on the
Business Day next preceding such Interest Payment Date, or, if the Securities are neither (x)
Global Securities or (y) registered in the name of a holder other than Citigroup Capital XXIX or
another Citigroup Trust, such other record dates selected by the Company from time to time which
shall be more than 14 but not less than 60 days prior to any Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall forthwith cease to be payable
to the registered Holders on such regular record date and may be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders of this series of Securities not less than 10 days
prior to such special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the
Indenture. The principal of (and premium, if any) and the interest on this Security shall be
payable at the office or agency of the Trustee maintained for that purpose in any coin or currency
of the United States of America that at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at the option of the
Company by check mailed to the registered Holder at such address as shall appear in the Security
Register. Notwithstanding the foregoing, so long as the Holder of this Security is the
Institutional Trustee of a Citigroup Trust, the payment of the principal of (and premium, if any)
and interest on this Security will be made at such place and to such account as may be designated
by such Institutional Trustee.



          The Securities are not deposits or savings accounts. The Securities are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.



          The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness
of the Company, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by,
such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder
hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness of the company, whether now outstanding or hereafter incurred, and waives reliance by
each such holder upon said provisions.


First Supplemental Indenture




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     This Security shall not be entitled to any benefit under the Indenture hereinafter referred
to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.



     The provisions of this Security are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.



Dated:                     




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



First Supplemental Indenture




A-1-3









 






	 	 	 	 	 



[Form of Reverse of Debentures]





          This Security is one of a duly authorized series of securities of the Company (herein
sometimes referred to as the “Securities”), specified in the Indenture, all issued or to be issued
in one or more series under and pursuant to an Indenture dated as of July 23, 2004 (the “Base
Indenture”), duly executed and delivered between the Company and The Bank of New York (as successor
to JPMorgan Chase Bank), as Trustee (the “Trustee”), and a First Supplemental Indenture, dated as
of December 3, 2007 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms
of the Indenture, the Securities are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount to $1,875,010,000.



          If a Tax Event, Investment Company Event or Regulatory Capital Event (with respect to a
Citigroup Trust that is the holder of the Securities, the Securities or the Company, as applicable)
occurs, the Company may redeem the Securities, in whole but not in part, at a redemption price
equal to:




     (i) in the case of a redemption prior to the earlier of the Remarketing Settlement Date
and the Stock Purchase Date, an amount equal to the amount necessary to purchase (x) a
principal amount of the outstanding zero coupon treasury securities equal to the principal
amount of the Securities to be redeemed and that have the latest maturity date occurring
prior to the Stock Purchase Date and (y) a 1.5800% fractional interest in a portfolio of
zero coupon treasury securities maturing on or prior to each Interest Payment Date occurring
after the redemption date and on or prior to the Stock Purchase Date; and




     (ii) in the case of a redemption after the earlier of the Remarketing Settlement Date
and the Stock Purchase Date, the principal amount of the securities to be redeemed,


in each case plus accrued and unpaid interest through the redemption date. In the case of a
redemption prior to the Stock Purchase Date at a time when the Securities are held by Citigroup
Capital XXIX and the Capital Securities are part of DECS, such amount shall be paid on behalf of
Citigroup Capital XXIX to the Stock Purchase Contract Agent and applied by the Stock Purchase
Contract Agent to purchase the relevant zero coupon treasury securities in accordance with the
Stock Purchase Contract Agreement. Any redemption pursuant to this paragraph will be made upon not
less than 30 days nor more than 60 days’ notice. If the Securities are only partially redeemed by
the Company pursuant to a redemption effected after the terms of the Securities are amended to
permit such a redemption pursuant to the fourth succeeding paragraph, the Securities will be
redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at
the time of redemption, the Securities are registered as a Global Security, the Depositary shall
determine the principal amount of such Securities held by each Security



First Supplemental Indenture




A-1-4









 






Beneficial
Owner to be redeemed in accordance with its procedures. 


          Any redemption of the Securities of this series, in whole or in part, prior to the Stated
Maturity of principal is subject to receipt by the Company of prior written approval from the
Federal Reserve, if then required under applicable capital adequacy guidelines, regulations or
policies of the Board of Governors of the Federal Reserve System.



          In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



          Except as provided in the two preceding paragraphs and subject to the next paragraph, the
Securities may not be redeemed prior to March 15, 2041.



          Notwithstanding (and as a qualification) to the terms of the Securities described herein, the
Indenture provides that:




     (i) the Company may elect at any time, but on one occasion only, to change the Stated
Maturity of principal of the Securities to a date that is earlier than March 15, 2041 but
not earlier than March 15, 2013; provided, however, that if the Company is deferring
interest on the Securities at the time of such election, it may not elect a Stated Maturity
of principal that is earlier than five years after commencement of the related Extended
Interest Payment Period;




     (ii) the Company may elect at any time, but on one occasion only, to change the terms
of the Securities to specify a date that may be not earlier than March 15, 2013 on and after
which the Securities will be redeemable at the Company’s option, either (x) in whole or (y)
in whole or in part (as elected by the Company) at a redemption price equal to their
principal amount plus accrued and unpaid interest; provided, however, that if the Company is
deferring interest on the Securities at the time of such election, it may not specify such a
date for redemption that is earlier than five years after commencement of the related
Extended Interest Payment Period; and




     (iii) the Company may elect at any time, but on one occasion only, that is not during
an Extended Interest Payment Period to have the subordination provisions in Article XIV of
the Base Indenture become inapplicable to the Securities and, as a consequence, to cause the
Securities to become Senior Indebtedness.


The Company shall make the elections provided for in this paragraph by giving notice of such
election to the Trustee, the Institutional Trustee (if the Securities are held by a Citigroup Trust
at the time of such election) and the Stock Purchase Contract Agent (if the Stock Purchase Date has
not occurred at or before the time of such election), at the time of such election at least 30 days
prior to such election becoming effective.




          In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Securities may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions



First Supplemental Indenture




A-1-5









 





provided
in the Indenture.



          The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities; provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required
to consent to any such supplemental indenture, without the consent of the Holders of each Security
then outstanding and affected thereby. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Securities of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Securities of such series, to
waive any past default in the performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture with respect to such series, and its consequences, except a
default in the payment of the principal of or premium, if any, or interest on any of the Securities
of such series. Any such consent or waiver by the registered Holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Security and of any Security issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Security.



          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest on this Security at the time and place and at
the rate and in the money herein prescribed.



          The Company shall have the right at any time during the term of the Securities and from time
to time to extend the interest payment period of such Securities for up to 20 consecutive quarters
(an “Extended Interest Payment Period”), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon, compounded quarterly prior to the
Remarketing Settlement Date and semi-annually thereafter from the date that would have been the
Interest Payment Date but for such extension of the interest payment period, at the rate specified
for the Securities to the extent that payment of such interest is enforceable under applicable
law); provided, that no such Extended Interest Payment Period shall extend beyond the maturity of
the Securities. During any such Extended Interest Payment Period, and during any other period when
a Default shall have occurred and be continuing or the Securities are held by a Citigroup Trust and
the Company shall be in default relating to its payment of any obligation under the Guarantee
Agreement or another guarantee agreement relating to the beneficial interest in such Citigroup
Trust (if other than Citigroup XXIX), (a) the Company and its Subsidiaries shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with


First Supplemental Indenture




A-1-6









 







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 Company 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 Company pursuant to a contractually binding requirement to buy stock existing prior to the
commencement of the Extended Interest Payment Period or Default or default, including under a
contractually binding stock repurchase plan, (iii) as a result of an exchange or conversion of any
class or series of the Company’s capital stock for any other class or series of the Company’s
capital stock, (iv) the purchase of fractional interests in shares of the Company’s capital stock
pursuant to the conversion or exchange provisions of such capital stock or the security being
converted or exchanged), or (v) purchase of the Company’s capital stock in connection with the
distribution thereof), and (b) the Company and its Subsidiaries shall not make any payment of
interest on or principal or premium on, or repay, repurchase or redeem, any debt securities or
guarantees issued by the Company that rank pari passu with or junior to the Securities (other than
(A) any payment of current or deferred interest on securities that rank pari passu with the
Securities that is made pro rata to the amounts due on such securities (including the Securities)
and (B) any payments that, if not made, would cause the Company to violate the terms of the
instrument governing such Securities or guarantees). The foregoing, however, will not apply to any
stock “dividends” paid by the Company where the dividend stock is the same stock as that on which
the dividend is being paid. Before the termination of any such Extended Interest Payment Period,
the Company may further extend such Extended Interest Payment Period, provided that such Extended
Interest Payment Period together with all such further extensions thereof shall not exceed 20
consecutive quarters and such Extended Interest Payment Period does not end on a date other than an
Interest Payment Date. At the termination of any such Extended Interest Payment Period and upon
the payment of all accrued and unpaid interest and any additional amounts then due, the Company may
commence a new Extended Interest Payment Period.



          As provided in the Indenture and subject to certain limitations therein set forth, this
Security is transferable by the registered Holder hereof on the Security Register of the Company,
upon surrender of this Security for registration of transfer at the office or agency of the Trustee
in the City and State of New York accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Securities of authorized
denominations and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any such transfer, by the
Company or the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.



          Prior to due presentment for registration of transfer of this Security, the Company, the
Trustee, any paying agent and the Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Security shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to



First Supplemental Indenture




A-1-7









 







the
contrary.

          No recourse shall be had for the payment of the principal of or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.



          The Securities of this series are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations herein and therein set forth, Securities of this series so issued are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



          If the Securities are distributed to holders of the Capital Securities in liquidation of the
holders’ interests in Citigroup Capital XXIX, the Company will appoint a paying agent from whom
holders of such Capital Securities can receive payment of the principal, interest or premium on the
Securities. Notwithstanding the foregoing, at the Company’s option, payment of any interest may be
made by check mailed to the address of the person entitled thereto as such address appears in the
security register.



          All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


First Supplemental Indenture




A-1-8









 





     Form of Trustee’s Certificate of Authentication.



CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series of Securities described in the within-mentioned
Indenture.



	 	 	 	 	 
	THE BANK OF NEW YORK,

as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 




First Supplemental Indenture





A-1-9









 





Annex 2




     Section 13.1.Limitation of Transactions.



If:





	 	•	 	there shall have occurred and be continuing a Default;
	 
	 	•	 	the Debentures are held by the Trust and the Company shall be in default
relating to its payment of any obligations under the Guarantee Agreement; or
	 
	 	•	 	the Company shall have given notice pursuant to Section 13.2 of the
Indenture of its election to defer payments of interest on the Debentures and
the Extended Interest Payment Period, or any extension of the Extended Interest
Payment Period, shall be continuing;





then:





	 	•	 	the Company and its Subsidiaries shall not declare or pay any dividend on,
make any distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any guarantee
payment with respect thereto, other than:
	 
	 	•	 	purchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;
	 
	 	•	 	purchases of shares of common stock of the Company pursuant to a
contractually binding requirement to buy stock existing prior to the
commencement of the Extended Interest Payment Period, including under a
contractually binding stock repurchase plan;
	 
	 	•	 	as a result of an exchange or conversion of any class or series of
the Company’s capital stock for any other class or series of the
Company’s capital stock;
	 
	 	•	 	the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; or
	 
	 	•	 	purchase of the Company’s capital stock in connection with the
distribution thereof; and






	 	•	 	the Company and its Subsidiaries shall not make any payment of interest,





First Supplemental Indenture




A-2-1









 






	 	 	 	principal or premium on, or repay, purchase or redeem, any debt securities
or guarantees issued by the Company that rank equally with or junior to the
Debentures, other than
	 
	 	•	 	any payment of current or deferred interest on securities that rank
equally with the Debentures that is made pro rata to the amounts due on
such securities (including the junior subordinated debt securities),
and
	 
	 	•	 	any payments that, if not made, would cause the Company to violate
the terms of the instrument governing such debt securities or
guarantees.




These restrictions, however, will not apply to any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.



For purposes of these provisions and Article 14 of the Indenture as applicable to the Debentures
(and as amended by the Supplemental Indenture to which this Annex 2 is attached, the Debentures and
the Contemporaneously Issued Debentures rank on a parity with each other in all respects.



First Supplemental Indenture





A-2-2