Exhibit 4.02


 


 


This Note is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee
of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its
nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer
of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository) may be registered except in the limited circumstances described herein.


 


Unless this certificate is presented
by an authorized representative of The Euroclear System or Clearstream Banking, société anonyme (each a “Depository”),
to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Citivic Nominees Limited or in such other name as is requested by an authorized representative of the Depository (and any
payment is made to Citivic Nominees Limited or to such other entity as is requested by an authorized representative of the Depository),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Citivic Nominees Limited, has an interest herein.


 


 


CITIGROUP INC.


6.250% Notes due March 2, 2017


 


	REGISTERED	REGISTERED
	 	 
	 	CUSIP: 172967 GA 3
	 	ISIN: XS0800340597
	 	Common Code: 080034059
	 	 
	No. R-_____-INT	up to NZ$__________


 


CITIGROUP INC., a Delaware corporation
(the “Company”, which term includes any successor Person under the Indenture), for value received, hereby promises
to pay to Citivic Nominees Limited, or registered assigns, the principal sum of up to NZ$__________ (or such other principal sum
as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on June 29, 2017 and to pay interest thereon
from and including June 29, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 29 and December 29 of each year, commencing December 29, 2012, at the rate of 6.250% per annum on each
Interest Payment Date until the principal hereof is paid or made available for payment. The interest 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 Note is registered at the close of business on the Record Date for such interest, which shall be the June 15 or December 15
(whether or not a Business Day) immediately preceding such Interest Payment Date.


 


 



    	 



    	 



    



 


Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid to the Person
in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not
less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes
of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture.


 


Interest hereon will be calculated
on the basis of the actual number of days elapsed and the actual number of days in the year divided by two.


 


If either an Interest Payment
Date or the Maturity of the Notes falls on a day that is not a Business Day, such Interest Payment Date or Maturity will be the
next succeeding Business Day. If a date for payment of interest or principal on the Notes falls on a day that is not a business
day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made
on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for
payment of such principal or interest.


 


For these purposes, “Business
Day” means any day which is a day on which commercial banks settle payments and are open for general business in The City
of New York, London, Auckland and Wellington.


 


Payment of the principal of and
interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in London in New Zealand
dollars.


 


Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

 


Dated: June 29, 2012


 








	 	 	 	 
	 	 	CITIGROUP INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	Title:  Chief Financial Officer










 


 


ATTEST:


 


By:___________________________


Title: Assistant Secretary


 






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This is one of the Notes of the series
issued under the within-mentioned Indenture.


 


Dated: June 29, 2012


 


 








	 	 	THE BANK OF NEW YORK MELLON,
	 	 	as Trustee
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	-or-	 
	 	 	 	 
	 	 	 	 
	 	 	CITIBANK, N.A., LONDON OFFICE,
	 	 	as Authenticating Agent
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:













 



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This Note is one of a duly authorized
issue of Securities of the Company (the “Notes”), issued and to be issued in one or more series under the Indenture,
dated as of March 15, 1987 (as amended and supplemented to date, the “Indenture”), between the Company and The Bank
of New York Mellon, formerly known as The Bank of New York, as Trustee (the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of
the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof, initially limited in aggregate principal to NZ$500,000,000.


 


So long as the Notes of this series
are in the form of Global Securities only, all Notes of this series will collectively be evidenced (a) by the Global Securities
for this series registered in the name of Cede & Co. and bearing registration number R-0001-DTC-A (the “DTC Global Note”)
and (b) by this Global Note (the "International Global Note"). The DTC Global Note and the International Global Note
will at all times collectively represent the aggregate principal amount of this series outstanding from time to time. If at any
time a portion of the International Global Note is exchanged for an interest in the DTC Global Note, the principal amount of the
DTC Global Note shall be increased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of
Exchanges of Interests thereto to reflect such principal increase, subject to the limitation that in no event may the principal
amount of the DTC Global Note be greater than the equivalent in U.S. dollars of $500,000,000. If at any time a portion of the DTC
Global Note is exchanged for an interest in the International Global Note, the principal amount of the DTC Global Note shall be
decreased by the amount of such portion, and the DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto
to reflect such principal decrease. To ascertain the U.S. dollar equivalent of the principal amount endorsed on the Schedule of
Exchanges of Interests attached to the DTC Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency Agreement,
and the U.S. dollar equivalent quoted by such exchange agent (and the date of such quote) shall be noted on such Schedule of Exchanges
of Interests next to the corresponding New Zealand dollar amount.


 


If an event of default (as defined
in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth
in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.


 


The Indenture contains provisions
permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things,
the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent
of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding which are affected
thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be
affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the rate or extend the
time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of
the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or
impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent
of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of
the holders of which is required for any such modification without the consent of the holders of all Securities of such series
then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.


 






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No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


This Note is a Global Security
registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other
than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in
whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


The Notes represented by this
Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of NZ$1,000
and whole multiples of NZ$1,000 in excess thereof only if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the DTC Global Note or (ii) the Depository ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System and Clearstream Banking, société
anonyme, notify the Company that they are unwilling or unable to continue as a clearing system for the International Global Note
or (iv) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form.
Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized
denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained
by the Company in The City of New York for such purpose, upon surrender of the definitive Note for registration of transfer at
the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon
one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for
a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository
or its nominee.


 


 



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No service charge shall be made
for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Company will pay additional
amounts (“Additional Amounts”) to the beneficial owner of any Note that is a non-United States person in order to ensure
that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable.
For this purpose, a “net payment” on a Note means a payment by the Company or a paying agent, including payment of
principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States.
These Additional Amounts will constitute additional interest on the Note.


 


The Company will not be required
to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.


 


		(1)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason
of the beneficial owner:



 


		(a)	having a relationship with the United States as a
citizen, resident or otherwise;



		(b)	having had such a relationship in the past or



		(c)	being considered as having had such a relationship.



 


		(2)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason
of the beneficial owner:



 


		(a)	being treated as present in or engaged in a trade
or business in the United States;



		(b)	being treated as having been present in or engaged
in a trade or business in the United States in the past or



		(c)	having or having had a permanent establishment in
the United States.



 


		(3)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in
part by reason of the beneficial owner being or having been any of the following (as such terms are defined in the Internal Revenue
Code of 1986, as amended):



 






    	R-3



    	 



    
 


		(a)	personal holding company;



		(b)	foreign personal holding company;



		(c)	foreign private foundation or other foreign tax-exempt
organization;



		(d)	passive foreign investment company;



		(e)	controlled foreign corporation or



		(f)	corporation which has accumulated earnings to avoid
United States federal income tax.



 


		(4)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason
of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power
of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in
a Note as an extension of credit in the ordinary course of its trade or business.



 


For purposes of items (1) through (4) above,
“beneficial owner” means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an
estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate
or trust administered by a fiduciary holder.


 


		(5)	Additional Amounts will not be payable to any beneficial
owner of a Note that is a:



 


		(a)	fiduciary;



		(b)	partnership;



		(c)	limited liability company or



		(d)	other fiscally transparent entity



 


or
that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay
Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner
or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to
the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment.


 


		(6)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason
of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation
or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance
with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty
to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.



 






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		(7)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method
other than by withholding from a payment on a Note by the Company or a paying agent.



 


		(8)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of
a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later.



 


		(9)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of
the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes
due or is duly provided for, whichever occurs later.



 


		(10)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any:



 


		(a)	estate tax;



		(b)	inheritance tax;



		(c)	gift tax;



		(d)	sales tax;



		(e)	excise tax;



		(f)	transfer tax;



		(g)	wealth tax;



		(h)	personal property tax or



		(i)	any similar tax, assessment, withholding, deduction
or other governmental charge.



 


		(11)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent
from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent.



 


		(12)	Additional amounts will not be payable if a payment
on a Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any
European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform
to, any such directive.



 


		(13)	Additional Amounts will not be payable if a payment
on a Note is reduced as a result of any combination of items (1) through (12) above.



 






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Except as specifically
provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed
by any government or a political subdivision or taxing authority of such government.


 


As used in this Note,
“United States person” means:


 


		(a)	any individual who is a citizen or resident of the
United States;



		(b)	any corporation, partnership or other entity created
or organized in or under the laws of the United States;



		(c)	any estate if the income of such estate falls within
the federal income tax jurisdiction of the United States regardless of the source of such income and



		(d)	any trust if a United States court is able to exercise
primary supervision over its administration and one or more United States persons have the authority to control all of the substantial
decisions of the trust.



 


Additionally, “non-United
States person” means a person who is not a United States person, and “United States” means the states of the
United States of America and the District of Columbia, but excluding its territories and its possessions.


 


Except as provided
below, the Notes may not be redeemed prior to maturity.


 


		(1)	The Company may, at its option, redeem the Notes if:



 


		(a)	the Company becomes or will become obligated to pay
Additional Amounts as described above;



		(b)	the obligation to pay Additional Amounts arises as
a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application
or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after June 25, 2012
and



		(c)	the Company determines, in its business judgment,
that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other
than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company.



 


		(2)	The Company may also redeem the Notes, at its option,
if:



 


		(a)	any act is taken by a taxing authority of the United
States on or after June 25, 2012, whether or not such act is taken in relation to the Company or any affiliate, that results in
a substantial probability that the Company will or may be required to pay Additional Amounts as described above;



		(b)	the Company determines, in its business judgment,
that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other
than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company and



 






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		(c)	the Company receives an opinion of independent counsel
to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company
will or may be required to pay the Additional Amounts described under above, and delivers to the Trustee a certificate, signed
by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their
terms.



 


Any redemption of the Notes as set forth
in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal
amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30
days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption.


 


All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the
State of New York.


 



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SCHEDULE OF EXCHANGES OF INTERESTS


 


The following exchanges of a part of this
Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or
certificated Note for an interest in this Note, have been made:


 


 





	 

         

         

        Date of 

        Exchange
	 

        Amount of decrease

        in Principal Amount 

        of this Note
	 

        Amount of increase

        in Principal Amount 

        of this Note
	Principal
    Amount of

    this Note following

    such decrease (or 

    increase)	Signature
    of 

    Authorized

    Officer of 

    Trustee or 

    Fiscal Agent
	 	 	 	 	 
	June 29, 2012 (original issuance)  	 	NZ$__ 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



  


 


		*	This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note,
and, if so used, shall be deemed a part thereof for all purposes.



 


 



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