Exhibit 4.5




 


 





CITIGROUP INC.


 


and


 


THE BANK OF NEW YORK MELLON


 


SIXTH SUPPLEMENTAL INDENTURE


 


Dated as of December 20,
2012


 


Supplemental to Indenture
dated as of March 15, 1987

providing for the issuance of

Debt Securities


 






    	 



    	 



    
 


SIXTH SUPPLEMENTAL INDENTURE dated as of
December 20, 2012 (the “Sixth Supplemental Indenture”), between Citigroup Inc. (as successor to Primerica Corporation),
a Delaware corporation (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), a
New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture
dated as of March 15, 1987 (as supplemented, the “Indenture”).


 


WHEREAS, pursuant to Section 13.01(d) of
the Indenture, the Company and the Trustee may enter into a supplemental indenture to supplement any provision in the Indenture;


 


WHEREAS, the Company and the Trustee desire
to enter into this Sixth Supplemental Indenture;


 


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


 


ARTICLE ONE


 


Modifications


 


Section 1.01. The definition of Officers’
Certificate contained in Section 1.02 of the Indenture is hereby amended by inserting immediately after the words “any Vice
President” in the first sentence thereof the words: “or any designee acting as true and lawful attorney-in-fact of
any of the foregoing”.


 


Section 1.02.Section 2.02 of the Indenture
is hereby amended by deleting the words “and set forth in an Officers’ Certificate” in the second sentence of
the second paragraph of such Section and inserting in lieu thereof the words: “and set forth in an Officers’ Certificate
or in such other manner as the Company and the Trustee (or any agent appointed by the Trustee for the purpose of authenticating
Securities) may agree”.


 


Section 1.03. Section 2.03 of the Indenture
is hereby amended by inserting immediately after the words “any Vice President” in the first sentence thereof the words:
“or any designee acting as true and lawful attorney-in-fact of any of the foregoing”.


 


Section 1.04. Section 3.01 of the Indenture
is hereby amended by (a) inserting immediately after the words “any Vice President” in the second sentence thereof
the words: “or any designee acting as true and lawful attorney-in-fact of any of the foregoing” and (b) deleting the
penultimate paragraph thereof and inserting in lieu of such paragraph the following:


 


“Notwithstanding the provisions
of Section 2.02 and of this Section 3.01, if all the Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 2.02
or the written order of the Company, Board Resolution, record of action taken pursuant to such resolution, Officers’ Certificate
and Opinion of Counsel required pursuant to this Section 3.01 at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of
such series to be issued.”


 






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Section 1.05. For purposes of Article
Six of the Indenture, with respect to any Securities issued after the date hereof, the term “series” shall be deemed
to refer to Securities with identical terms, except as to issue date, principal amount and, if applicable, the date from which
interest begins to accrue.


 


ARTICLE TWO


 


Miscellaneous


 


Section 2.01. The Trustee accepts the
trusts created by this Sixth Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall
not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the
validity or sufficiency of this Sixth Supplemental Indenture or the due execution hereof by the Company and shall not be responsible
in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.


 


Section 2.02. Except as hereby expressly
modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect.


 


Section 2.03. This Sixth Supplemental
Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but
such counterparts shall together be deemed to constitute but one and the same instrument.


 






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IN WITNESS WHEREOF, each of CITIGROUP INC.
and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Sixth Supplemental Indenture to be signed and acknowledged by one
of its officers thereunto duly authorized, and its corporate seal to be affixed hereto, and the same to be attested by the signature
of its Secretary or one of its Assistant Secretaries, all as of December 20, 2012.


 


CITIGROUP INC.


  


 


By:  /s/ Joseph Bonocore                     


Name:Joseph Bonocore

Title:Deputy Treasurer


 


Attest:


 


/s/ Michael J. Tarpley                          

Name:Michael J. Tarpley

Title:Assistant Secretary


 


[Corporate seal]


 


 


 


 


THE BANK OF NEW YORK MELLON,

as Trustee


  


 


By: /s/ Francine Kincaid                     

Name:Francine Kincaid

Title:Vice President


 


Attest:


 


/s/ Latoya S. Elvin                                 

Name:Latoya S. Elvin

Title:Vice President


 


[Corporate seal]


 


 


 


 





Sixth Supplemental Indenture

Citigroup Inc. Senior Debt Indenture

December 20, 2012











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