exv4w1






Exhibit 4.1




Execution Version




 





WARRANT AGREEMENT




Dated as of



January 25, 2011



between



CITIGROUP INC.



and



COMPUTERSHARE INC.



and



COMPUTERSHARE TRUST COMPANY, N.A.



as Warrant Agent



 





Warrants for

Common Stock



 





 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	3	 
	Section 1.03. Rules of Construction
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	WARRANTS
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Form
	 	 	3	 
	Section 2.02. Execution and Countersignature
	 	 	4	 
	Section 2.03. Registry
	 	 	5	 
	Section 2.04. Transfer and Exchange
	 	 	6	 
	Section 2.05. Definitive Warrants
	 	 	7	 
	Section 2.06. Replacement Certificates
	 	 	9	 
	Section 2.07. Outstanding Warrants
	 	 	9	 
	Section 2.08. Cancellation
	 	 	9	 
	Section 2.09. CUSIP Numbers
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	EXERCISE TERMS
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Exercise
	 	 	10	 
	Section 3.02. Manner of Exercise and Issuance of Shares
	 	 	10	 
	Section 3.03. Covenant to Make Stock Certificates Available
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	ANTIDILUTION PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Antidilution Adjustments; Notice of Adjustment
	 	 	10	 
	Section 4.02. Adjustment to Warrant Certificate
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	WARRANT AGENT
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Appointment of Warrant Agent
	 	 	11	 
	Section 5.02. Rights and Duties of Warrant Agent
	 	 	11	 
	Section 5.03. Individual Rights of Warrant Agent
	 	 	12	 
	Section 5.04. Warrant Agent’s Disclaimer
	 	 	12	 
	Section 5.05. Compensation and Indemnity
	 	 	13	 






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	 	 	Page	 
	Section 5.06. Successor Warrant Agent
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Persons Benefitting
	 	 	15	 
	Section 6.02. Amendment
	 	 	15	 
	Section 6.03. Notices
	 	 	16	 
	Section 6.04. Governing Law
	 	 	17	 
	Section 6.05. Successors
	 	 	17	 
	Section 6.06. Multiple Originals
	 	 	17	 
	Section 6.07. Inspection of Agreement
	 	 	17	 
	Section 6.08. Table of Contents
	 	 	18	 
	Section 6.09. Severability
	 	 	18	 






EXHIBIT A Form of Warrant




ii









 







          WARRANT AGREEMENT dated as of January 25, 2011 (this “Agreement”), between CITIGROUP
INC. (the “Company”) and Computershare Inc., a Delaware corporation and its wholly-owned
subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company
(collectively, the “Warrant Agent” or individually, “Computershare” and the “Trust
Company,” respectively).


          The Company has issued the warrants described herein (each, a “Warrant” and
collectively, the “Warrants”) to the U.S. Department of the Treasury (“Treasury”)
in connection with Treasury’s Capital Purchase Program pursuant to the Letter Agreement dated
October 26, 2008 between the Company and Treasury, which agreement incorporates by reference the
Securities Purchase Agreement — Standard Terms attached thereto as Exhibit A. Treasury desires to
sell all or a portion of the Warrants at any time or from time to time.


          Each Warrant entitles the registered holder thereof (the “Holder”) to purchase one
share of Common Stock, subject to the provisions of this Agreement and the relevant Warrant
Certificate. Each Warrant Certificate (including any Global Warrant) shall evidence such number of
Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant
Certificate.


          The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be
freely transferable by Holders that are not Affiliates of the Company. The Company desires the
Warrant Agent to act on behalf of the Company in connection with the registration, transfer,
exchange, redemption, exercise and cancellation of the Warrants as provided herein and the Warrant
Agent is willing to so act.


          Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of Warrants:



ARTICLE I




DEFINITIONS


          Section 1.01. Definitions.


          “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with, such other Person. For purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”) when used with respect to any Person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of such Person,
whether through the ownership of voting securities by contract or otherwise.


          “Agent Members” means the securities brokers and dealers, banks and trust companies,
clearing organizations and certain other organizations that are participants in the Depositary’s
system.


          “business day” means any day except Saturday, Sunday and (i) at any time when the
Warrants are listed on the New York Stock Exchange, any day on which the New York Stock Exchange is
authorized or required by law or other governmental actions to close or (ii) at any



1









 








time when the Warrants are not listed on the New York Stock Exchange, any day on which banking
institutions in the State of New York are authorized or required by law or other governmental
actions to close.



          “Common Stock” means the common stock, par value $0.01 per share, of the Company.


          “Definitive Warrant” means a Warrant Certificate in definitive form that is not
deposited with the Depositary or with the Warrant Agent as custodian for the Depositary.


          “Depositary” means The Depository Trust Company, its nominees and their respective
successors.


          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.


          “Exercise Price” has the meaning set forth in the form of Warrant Certificate attached
as Exhibit A hereto.


          “Expiration Time” has the meaning set forth in the form of Warrant Certificate
attached as Exhibit A hereto.


          “Officer” means the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company.


          “Officers’ Certificate” means a certificate signed by two Officers.


          “Opinion of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Warrant Agent. Such counsel may be an employee of or counsel to the Company or
the Warrant Agent.


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


          “Shares” has the meaning set forth in the form of Warrant Certificate attached as
Exhibit A hereto.


          “Transfer Agent” has the meaning set forth in the form of Warrant Certificate attached
as Exhibit A hereto.


          “Warrant Certificate” means any fully registered certificate (including a Global
Warrant) issued by the Company and authenticated by the Warrant Agent under this Agreement
evidencing Warrants, in the form attached as Exhibit A hereto.



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          “Warrant Share Number” has the meaning set forth in the form of Warrant Certificate
attached as Exhibit A hereto.


          Section 1.02. Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section	 
	“Agreement”
	 	Recitals
	“Company”
	 	Recitals
	“Global Warrant”
	 	2.01(a)
	“Holders”
	 	Recitals
	“Registry”
	 	2.03
	“Warrant”
	 	Recitals
	“Warrant Agent”
	 	Recitals





          Section 1.03. Rules of Construction.


          Unless the text otherwise requires:




          (i) a defined term has the meaning assigned to it;




          (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect on the date hereof;




          (iii) “or” is not exclusive;




          (iv) “including” means including, without limitation; and




          (v) words in the singular include the plural and words in the plural include the
singular.



ARTICLE II




WARRANTS


          Section 2.01. Form.


          (a) Global Warrants. Except as provided in Section 2.04 or 2.05, Warrants issued upon
any transfer or exchange thereof shall be issued in the form of one or more permanent global
Warrants in fully registered form with the global securities legend set forth in Exhibit A hereto
(each, a “Global Warrant”), which shall be deposited on behalf of the Company with the
Warrant Agent, as custodian for the Depositary (or with such other custodian as the Depositary



3









 








may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and countersigned by the Warrant Agent as hereinafter provided.



          (b) Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant
deposited with or on behalf of the Depositary.




          (i) The Company shall execute and the Warrant Agent shall, in accordance with Section
2.02, countersign, by either manual or facsimile signature, and deliver one or more Global
Warrants that (A) shall be registered in the name of the Depositary or the nominee of the
Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to
the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary.
Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent.




          (ii) Agent Members shall have no rights under this Agreement with respect to any Global
Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of
the Depositary or under such Global Warrant except to the extent set forth herein or in a
Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and
any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A)
prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of
customary practices of the Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant
shall be exercised through the Depositary subject to the applicable procedures of the
Depositary except to the extent set forth herein or in a Warrant Certificate.


          (c) Definitive Securities. Except as provided in Section 2.04 or 2.05, owners of
beneficial interests in Global Warrants will not be entitled to receive physical delivery of
Definitive Warrants.


          (d) Warrant Certificates. Warrant Certificates shall be in substantially the form
attached as Exhibit A hereto and shall be typed, printed, lithographed or engraved or produced by
any combination of such methods or produced in any other manner permitted by the rules of any
securities exchange on which the Warrants may be listed, all as determined by the Officer or
Officers executing such Warrant Certificates, as evidenced by their execution thereof. Any Warrant
Certificate shall have such insertions as are appropriate or required or permitted by this
Agreement and may have such letters, numbers or other marks of identification and such legends and
endorsements, stamped, printed, lithographed or engraved thereon, (i) as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement, (ii) such as may be
required to comply with this Agreement, any law or any rule of any securities exchange on which the
Warrants may be listed, and (iii) such as may be necessary to conform to customary usage.



4









 







          Section 2.02. Execution and Countersignature.


          At least one Officer shall sign the Warrant Certificates for the Company by manual or
facsimile signature.


          If an Officer whose signature is on a Warrant Certificate no longer holds that office at the
time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant
Certificate shall be valid nevertheless.


          The Warrant Agent shall initially countersign, by either manual or facsimile signature, and
deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more
than 210,084,034 shares of Common Stock (subject to adjustment as provided in such Warrant
Certificates) upon a written order of the Company signed by one Officer of the Company. Each
Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent.


          At any time and from time to time after the execution of this Agreement, the Warrant Agent
shall upon receipt of a written order of the Company signed by an Officer of the Company
countersign, by either manual or facsimile signature, for issue a Warrant Certificate evidencing
the number of Warrants specified in such order; provided, however, that the Warrant
Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the
Company that it may reasonably request in connection with such countersignature of Warrants. Such
order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be
countersigned, the date on which such Warrant Certificate is to be countersigned and the number of
Warrants then authorized.


          The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized
signatory of the Warrant Agent countersigns the Warrant Certificate either manually or by facsimile
signature. Such signature shall be solely for the purpose of authenticating the Warrant Certificate
and shall be conclusive evidence that the Warrant Certificate so countersigned has been duly
authenticated and issued under this Agreement.


          Section 2.03. Registry.


          The Warrants shall be issued in registered form only. The Warrant Agent shall keep a registry
(the “Registry”) of the Warrant Certificates and of their transfer and exchange. The
Registry shall show the names and addresses of the respective Holders and the date and number of
Warrants evidenced on the face of each of the Warrant Certificates. The Holder of any Global
Warrant will be the Depositary or a nominee of the Depositary in whose name the Global Warrant is
registered. The Warrant holdings of Agent Members will be recorded on the books of the Depositary.
The beneficial interests in the Global Warrant held by customers of Agent Members will be
reflected on the books and records of such Agent Members and will not be known to the Warrant
Agent, the Company or to the Depositary.


          Except as otherwise provided herein or in the Warrant Certificate, the Company and the Warrant
Agent may deem and treat any Person in whose name a Warrant Certificate is registered in the
Registry as the absolute owner of such Warrant Certificate for all purposes whatsoever and neither
the Company nor the Warrant Agent shall be affected by notice to the contrary.



5









 







          Section 2.04. Transfer and Exchange.


          (a) Transfer and Exchange of Global Warrants.




          (i) Registration of the transfer and exchange of Global Warrants or beneficial
interests therein shall be effected through the book-entry system maintained by the
Depositary, in accordance with this Agreement and the Warrant Certificates and the
procedures of the Depositary therefor. A transferor of a beneficial interest in a Global
Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the
Warrant Agent (x) a written order given in accordance with the Depositary’s procedures
containing information regarding the account of the Agent Member to be credited with a
beneficial interest in the Global Warrant and (y) a written instruction of transfer in form
satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney,
duly authorized in writing. Additionally, prior to the Holder registering the transfer or
making the exchange as requested, the requirements for such transfer or exchange to be
issued in a name other than the registered Holder shall be met. Such requirements include,
inter alia, a signature guarantee from an eligible guarantor institution participating in a
signature guarantee program approved by the Securities Transfer Association, and any other
reasonable evidence of authority that may be required by the Warrant Agent. Upon
satisfaction of the conditions in this Clause (i), the Warrant Agent shall, in accordance
with such instructions, instruct the Depositary to credit to the account of the Agent Member
specified in such instructions a beneficial interest in the Global Warrant and to debit the
account of the Agent Member making the transfer of the beneficial interest in the Warrant
being transferred.




          (ii) Notwithstanding any other provisions of this Agreement (other than the provisions
set forth in Section 2.05), a Global Warrant may only be transferred as a whole, and not in
part, and only by (i) the Depositary, to a nominee of the Depositary, (ii) a nominee of the
Depositary, to the Depositary or another nominee of the Depositary, or (iii) the Depositary
or any such nominee to a successor Depositary or its nominee.




          (iii) In the event that a Global Warrant is exchanged and transferred for Definitive
Warrants pursuant to Section 2.05, such Warrants may be exchanged only in accordance with
such procedures as are substantially consistent with the provisions of this Section 2.04 and
the requirements of any Warrant Certificate and such other procedures as may from time to
time be adopted by the Company that are not inconsistent with the terms of this Agreement or
of any Warrant Certificate.


          (b) Cancellation or Adjustment of Global Warrant. At such time as all beneficial
interests in a Global Warrant have been exchanged for Definitive Warrants, redeemed, repurchased or
canceled, such Global Warrant shall be returned to the Depositary for cancellation or retained and
canceled by the Warrant Agent. At any time prior to such cancellation, if any beneficial interest
in a Global Warrant is transferred or exchanged for Definitive Warrants, redeemed, repurchased or
canceled, the number of Warrants represented by such Global Warrant shall be reduced and an
adjustment shall be made on the books and records of the Warrant Agent to reflect such reduction.



6









 







          (c) Obligations with Respect to Transfers and Exchanges of Warrants.




          (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Warrant Agent shall countersign, by either manual or facsimile signature, Global
Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and
this Section 2.04.




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




          (iii) All Warrants issued upon any registration of transfer or exchange pursuant to the
terms of this Agreement shall be the valid obligations of the Company, entitled to the same
benefits under this Agreement as the Warrants surrendered upon such registration for
transfer or exchange.


          (d) No Obligation of the Warrant Agent.




          (i) The Warrant Agent shall have no responsibility or obligation to any beneficial
owner of a Global Warrant, any Agent Member or other Person with respect to the accuracy of
the records of the Depositary or its nominee or of any participant or member thereof, with
respect to any ownership interest in the Warrants or with respect to the delivery to any
Agent Member, beneficial owner or other Person (other than the Depositary) of any notice or
the payment of any amount, under or with respect to such Warrants. All notices and
communications to be given to the Holders and all payments to be made to Holders under the
Warrants shall be given or made only to or upon the order of the registered Holders (which
shall be the Depositary or its nominee in the case of a Global Warrant). The rights of
beneficial owners in any Global Warrant shall be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary. The Warrant Agent may
rely and shall be fully protected in relying upon information furnished by the Depositary
with respect to its members, participants and any beneficial owners.




          (ii) The Warrant Agent shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Agreement or
under applicable law with respect to any transfer of any interest in any Warrant (including
any transfer between or among the Agent Members or beneficial owners in any Global Warrant)
other than to require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by, the terms of this
Agreement, and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


          Section 2.05. Definitive Warrants.


          (a) Beneficial interests in a Global Warrant deposited with the Depositary or with the Warrant
Agent as custodian for the Depositary pursuant to Section 2.01 shall be transferred



7









 








to each beneficial owner thereof in the form of Definitive Warrants evidencing a number of
Warrants equivalent to such owner’s beneficial interest in such Global Warrant, in exchange for
such Global Warrant, only if such transfer complies with Section 2.04 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for such Global
Warrant or if at any time the Depositary ceases to be a “clearing agency” registered under the
Exchange Act and, in each such case, a successor Depositary is not appointed by the Company within
90 days of such notice, (ii) the Company, in its sole discretion, notifies the Warrant Agent in
writing that it elects to cause the issuance of Definitive Warrants under this Agreement, or (iii)
the Company shall be adjudged a bankrupt or insolvent or makes an assignment for the benefit of its
creditors or institutes proceedings to be adjudicated a bankrupt or shall consent to the filing of
a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking
reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law,
or shall consent to the filing of any such petition, or shall consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall admit in writing its
inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or
any substantial part of its property shall be appointed, or if a public officer shall have taken
charge or control of the Company or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation.



          (b) Any Global Warrant that is transferable to the beneficial owners thereof in the
form of Definitive Warrants pursuant to this Section 2.05 shall be surrendered by the Depositary to
the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and
the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver to each
beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such
Global Warrant, Definitive Warrants evidencing a number of Warrants equivalent to such beneficial
owner’s beneficial interest in the Global Warrant. The Warrant Agent shall register such transfer
in the Registry, and upon such transfer the surrendered Global Warrant shall be cancelled by the
Warrant Agent.


          (c) All Definitive Warrants issued upon registration of transfer pursuant to this Section 2.05
shall be the valid obligations of the Company, evidencing the same obligations of the Company and
entitled to the same benefits under this Agreement and the Global Warrant surrendered for
registration of such transfer.


          (d) Subject to the provisions of Section 2.05(b), the registered Holder of a Global Warrant
may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder is entitled to take under
this Agreement or the Warrants.


          (e) In the event of the occurrence of any of the events specified in Section 2.05(a), the
Company will promptly make available to the Warrant Agent a reasonable supply of Definitive
Warrants in definitive, fully registered form.


          (f) Neither the Company nor the Warrant Agent will be liable or responsible for any
registration or transfer of any Warrants that are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary.



8









 







          Section 2.06. Replacement Certificates.


          If a mutilated Warrant Certificate is surrendered to the Warrant Agent or if the Holder of a
Warrant Certificate provides proof reasonably satisfactory to the Company and the Warrant Agent
that the Warrant Certificate has been lost, destroyed or wrongfully taken, the Company shall issue
and the Warrant Agent shall countersign, by either manual or facsimile signature, a replacement
Warrant Certificate of like tenor and representing an equivalent number of Warrants, if the
reasonable requirements of the Warrant Agent and of Section 8-405 of the Uniform Commercial Code as
in effect in the State of New York are met. If required by the Warrant Agent or the Company, such
Holder shall furnish an indemnity bond sufficient in the reasonable judgment of the Company and the
Warrant Agent to protect the Company and the Warrant Agent from any loss that either of them may
suffer if a Warrant Certificate is replaced. The Company and the Warrant Agent may charge the
Holder for their expenses in replacing a Warrant Certificate. Every replacement Warrant
Certificate evidences an additional obligation of the Company.


          Section 2.07. Outstanding Warrants.


          The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates
authenticated by the Warrant Agent except for those canceled by it and those delivered to it for
cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company
holds the Warrant.


          If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby
cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them
that the replaced Warrant Certificate is held by a bona fide purchaser.


          Section 2.08. Cancellation.


          In the event the Company shall purchase or otherwise acquire Definitive Warrants, the same
shall thereupon be delivered to the Warrant Agent for cancellation.


          The Warrant Agent and no one else shall cancel and destroy all Warrant Certificates
surrendered for registration of transfer, exchange, replacement, exercise or cancellation and
deliver a certificate of such destruction to the Company unless the Company directs the Warrant
Agent to deliver canceled Warrant Certificates to the Company. The Company may not issue new
Warrant Certificates to replace Warrant Certificates to the extent they evidence Warrants that have
been exercised or Warrants that the Company has purchased or otherwise acquired.


          Section 2.09. CUSIP Numbers.


          The Company in issuing the Warrants may use “CUSIP” numbers (if then generally in use) and, if
so, the Warrant Agent shall use “CUSIP” numbers in notices as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Warrant Certificates or as contained in
any notice and that reliance may be placed only on the other identification numbers printed on the
Warrant Certificates.



9









 








ARTICLE III




EXERCISE TERMS


          Section 3.01. Exercise.


          The Exercise Price of each Warrant, the Warrant Share Number, the number of Warrants evidenced
by any Warrant Certificate and the Expiration Time of each Warrant shall be set forth in the
related Warrant Certificate. The Exercise Price of each Warrant and the Warrant Share Number are
subject to adjustment pursuant to the terms set forth in the Warrant Certificate.


          Section 3.02. Manner of Exercise and Issuance of Shares.


          Warrants may be exercised in the manner set forth in Section 3 of the Warrant Certificate, and
upon any such exercise, Shares shall be issued in the manner set forth in Section 4 of the Warrant
Certificate.


          Section 3.03. Covenant to Make Stock Certificates Available.


          (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock
transfer agents of the Company stock certificates required to honor outstanding Warrants upon
exercise thereof in accordance with the terms of this Agreement, and the Company agrees to
authorize and direct such transfer agents to comply with all such requests of the Warrant Agent.
The Company shall supply such transfer agents with duly executed stock certificates for such
purposes and shall provide or otherwise make available any cash or scrip that may be payable upon
exercise of Warrants as provided herein and in each Warrant Certificate.


          (b) The Warrant Agent is hereby authorized to create a special account for the reserve of
shares of Common Stock to be issued upon exercise of the Warrants.


          (c) In connection with the shares of Common Stock to be issued upon exercise, the Company
shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such
shares, when issued, will be:




          (i) registered, or subject to a valid exemption from registration, under the Securities
Act of 1933, as amended, and all material and necessary State securities law filings will
have been made with respect to such shares; and




          (ii) validly issued, fully paid and non-assessable.



ARTICLE IV




ANTIDILUTION PROVISIONS


          Section 4.01. Antidilution Adjustments; Notice of Adjustment.



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          The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to
time as provided in Section 12 of the Warrant Certificate. Whenever the Exercise Price or the
Warrant Share Number is so adjusted or is proposed to be adjusted as provided in Section 12 of the
Warrant Certificate, the Company shall deliver to the Warrant Agent the notices or statements, and
shall cause a copy of such notices or statements to be sent or communicated to each Holder pursuant
to Section 6.03, as provided in Sections 12(H) and (I) of the Warrant Certificate.


          Section 4.02. Adjustment to Warrant Certificate.


          The form of Warrant Certificate need not be changed because of any adjustment made pursuant to
the Warrant Certificate, and Warrant Certificates issued after such adjustment may state the same
Exercise Price and the same Warrant Share Number as are stated in the Warrant Certificates
initially issued pursuant to this Agreement. The Company, however, may at any time in its sole
discretion make any change in the form of Warrant Certificate that it may deem appropriate to give
effect to such adjustments and that does not affect the substance of the Warrant Certificate, and
any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for
an outstanding Warrant Certificate or otherwise, may be in the form as so changed.



ARTICLE V




WARRANT AGENT


          Section 5.01. Appointment of Warrant Agent.


          The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the provisions of this Agreement and the Warrant Agent hereby accepts such appointment. The
Warrant Agent shall not be liable and shall be indemnified pursuant to Section 5.05 below, and held
harmless for anything that it may do or refrain from doing in connection with this Agreement,
except for its own gross negligence, willful misconduct or bad faith.


          Section 5.02. Rights and Duties of Warrant Agent.


          (a) Agent for the Company. In acting under this Warrant Agreement and in connection
with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does
not assume any obligation or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.


          (b) Counsel. The Warrant Agent may consult with counsel satisfactory to it (who may
be counsel to the Company), and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the advice of such counsel.


          (c) Documents. The Warrant Agent shall be protected and shall incur no liability for
or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document



11









 








reasonably believed by it to be genuine and to have been presented or signed by the proper
parties.



          (d) No Implied Obligations. The Warrant Agent shall be obligated to perform only such
duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties
or obligations of the Warrant Agent shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action
hereunder that may involve it in any expense or liability for which it does not receive indemnity
if such indemnity is reasonably requested. The Warrant Agent shall not be accountable or under any
duty or responsibility for the use by the Company of any of the Warrant Certificates countersigned
by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to
this Agreement or for the application by the Company of the proceeds of the Warrants. The Warrant
Agent shall have no duty or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a Holder with respect to such default, including any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise.


          (e) Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not
at any time be under any duty or responsibility to any Holder to determine whether any facts exist
that may require an adjustment of the Warrant Share Number or the Exercise Price, or with respect
to the nature or extent of any adjustment when made, or with respect to the method employed, or
herein or in any supplemental agreement provided to be employed, in making the same. The Warrant
Agent shall not be accountable with respect to the validity or value of any Shares or of any
securities or property that may at any time be issued or delivered upon the exercise of any Warrant
or upon any adjustment pursuant to Section 12 of the Warrant Certificate, and it makes no
representation with respect thereto. The Warrant Agent shall not be responsible for any failure of
the Company to make any cash payment or to issue, transfer or deliver any Shares or stock
certificates upon the surrender of any Warrant Certificate for the purpose of exercise or upon any
adjustment pursuant to Section 12 of the Warrant Certificate, or to comply with any of the
covenants of the Company contained in the Warrant Certificate.


          (f) If the Warrant Agent shall receive any notice or demand (other than Notice of Exercise of
Warrants) addressed to the Company by the Holder of a Warrant, the Warrant Agent shall promptly
forward such notice or demand to the Company.


          Section 5.03. Individual Rights of Warrant Agent.


          The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may
buy, sell or deal in any of the Warrants or other securities of the Company or its affiliates or
become pecuniarily interested in transactions in which the Company or its affiliates may be
interested, or contract with or lend money to the Company or its affiliates or otherwise act as
fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal
entity.



12









 







          Section 5.04. Warrant Agent’s Disclaimer.


          The Warrant Agent shall not be responsible for, and makes no representation as to the validity
or adequacy of, this Agreement (except the due and valid authorized execution and delivery of this
Agreement by the Warrant Agent) or the Warrant Certificates (except the due countersignature of the
Warrant Certificate(s) by the Warrant Agent) and it shall not be responsible for any statement in
this Agreement or the Warrant Certificates other than its countersignature thereon.


          Section 5.05. Compensation and Indemnity.


          (a) The Company agrees to pay the Warrant Agent from time to time reasonable compensation for
its services as agreed and to reimburse the Warrant Agent upon request for all reasonable
out-of-pocket expenses incurred by it, including the reasonable compensation and expenses of the
Warrant Agent’s agents and counsel as agreed. The Company shall indemnify the Warrant Agent, its
officers, directors, agents and counsel against any loss, liability or expense (including
reasonable agents’ and attorneys’ fees and expenses) incurred by it without gross negligence,
willful misconduct or bad faith on its part arising out of or in connection with the acceptance or
performance of its duties under this Agreement. The Warrant Agent shall notify the Company
promptly of any claim for which it may seek indemnity. The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Warrant Agent through willful
misconduct, gross negligence or bad faith. The Company’s payment obligations pursuant to this
Section shall survive the termination of this Agreement.


          (b) The Warrant Agent shall be responsible for and shall indemnify and hold the Company
harmless from and against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to
comply with the terms of this Agreement, or which arise out of Warrant Agent’s gross negligence,
bad faith or willful misconduct or which arise out of the breach of any representation or warranty
of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification
under this Agreement; provided, however, the Warrant Agent’s aggregate liability hereunder during
any term of this Agreement with respect to, arising from, or arising in connection with this
Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including
reimbursable expenses.


          To secure the Company’s payment obligations under this Agreement, the Warrant Agent shall have
a lien prior to the Holders on all money or property held or collected by the Warrant Agent.


          Section 5.06. Successor Warrant Agent.


          (a) Company to Provide and Maintain Warrant Agent. The Company agrees for the benefit
of the Holders that there shall at all times be a Warrant Agent hereunder until all the Warrants
have been exercised or cancelled or are no longer exercisable.


          (b) Resignation and Removal. The Warrant Agent may at any time resign by giving
written notice to the Company of such intention on its part, specifying the date on which its
desired resignation shall become effective; provided, however, that such date shall
not be less



13









 








than 60 days after the date on which such notice is given unless the Company otherwise agrees.
The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and the date when it
shall become effective, which date shall not be less than 60 days after such notice is given unless
the Warrant Agent otherwise agrees. Any removal under this Section shall take effect upon the
appointment by the Company as hereinafter provided of a successor Warrant Agent (which shall be (i)
a bank or trust company, (ii) organized under the laws of the United States of America or one of
the states thereof, (iii) authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers, (iv) having a combined capital and surplus of at least $50,000,000
(as set forth in its most recent reports of condition published pursuant to law or to the
requirements of any United States federal or state regulatory or supervisory authority) and (v)
having an office in the Borough of Manhattan, The City of New York) and the acceptance of such
appointment by such successor Warrant Agent. The obligations of the Company under Section 5.05
shall continue to the extent set forth herein notwithstanding the resignation or removal of the
Warrant Agent.



          (c) Company to Appoint Successor. In the event that at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now
or hereafter constituted, or under any other applicable Federal or State bankruptcy, insolvency or
similar law or shall consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its
property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall take corporate action
in furtherance of any such action, or a decree or order for relief by a court having jurisdiction
in the premises shall have been entered in respect of the Warrant Agent in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal
or State bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent or of its property
or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. In the event that a successor Warrant Agent is
not appointed by the Company, a successor Warrant Agent, qualified as aforesaid, may be appointed
by the Warrant Agent or the Warrant Agent may petition a court to appoint a successor Warrant
Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent
hereunder; provided, however, that in the event of the resignation of the Warrant
Agent under this subsection (c), such resignation shall be effective on the earlier of (i) the date
specified in the Warrant Agent’s notice of resignation and (ii) the appointment and acceptance of a
successor Warrant Agent hereunder.


          (d) Successor to Expressly Assume Duties. Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent,
without any further act, deed or conveyance, shall become vested with all the



14









 








rights and obligations of such predecessor with like effect as if originally named as Warrant
Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant
Agent shall be entitled to receive, all monies, securities and other property on deposit with or
held by such predecessor, as Warrant Agent hereunder.



          (e) Successor by Merger. Any entity into which the Warrant Agent hereunder may be
merged or consolidated, or any entity resulting from any merger or consolidation to which the
Warrant Agent shall be a party, or any entity to which the Warrant Agent shall sell or otherwise
transfer all or substantially all of its assets and business, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that it shall be qualified as
aforesaid.


          Section 5.07. Representations of the Company. The Company represents and warrants to the
Warrant Agent that:


          (a) the Company has been duly organized and is validly existing under the laws of the
jurisdiction of its incorporation;


          (b) this Agreement has been duly authorized, executed and delivered by the Company and is
enforceable against the Company in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement
of creditors’ rights generally; and


          (c) the execution and delivery of this Agreement does not, and the issuance of the Warrants in
accordance with the terms of this Agreement and the Warrant Certificate will not, (i) violate the
Company’s certificate of incorporation or by-laws, (ii) violate any law or regulation applicable to
the Company or order or decree of any court or public authority having jurisdiction over the
Company, or (iii) result in a breach of any mortgage, indenture, contract, agreement or undertaking
to which the Company is a party or by which it is bound, except in the case of (ii) and (iii) for
any violations or breaches that could not reasonably be expected to have a material adverse effect
on the Company and its subsidiaries, taken as a whole.



ARTICLE VI




MISCELLANEOUS


          Section 6.01. Persons Benefitting.


          Nothing in this Agreement is intended or shall be construed to confer upon any Person other
than the Company, the Warrant Agent and the Holders any right, remedy or claim under or by reason
of this Agreement or any part hereof.


          Section 6.02. Amendment.


          This Agreement and the Warrants may be amended by the parties hereto without the consent of
any Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein or therein or adding or changing any



15









 








other provisions with respect to matters or questions arising under this Agreement or the
Warrants as the Company and the Warrant Agent may deem necessary or desirable; provided,
however, that such action shall not adversely affect the rights of any of the Holders in
any material respect. Any amendment or supplement to this Agreement or the Warrants that has a
material adverse effect on the interests of any of the Holders or owners of a beneficial interest
in a Global Warrant shall require the written consent of the Holders of a majority of the then
outstanding Warrants; provided that the consent of each Holder affected thereby shall be
required for any amendment pursuant to which (i) the Exercise Price would be increased or the
Warrant Share Number would be decreased (in each case, other than pursuant to adjustments provided
for in Section 12 of the Warrant Certificate), (ii) the time period during which the Warrants are
exercisable would be shortened or (iii) any change adverse to the Holder would be made to the
anti-dilution provisions set forth in Article IV of this Agreement or Section 12 of the Warrant
Certificate. In determining whether the Holders of the required number of Warrants have concurred
in any direction, waiver or consent, Warrants owned by the Company or by any Affiliate of the
Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Warrant Agent shall be protected in relying on any such direction, waiver
or consent, only Warrants that the Warrant Agent knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Warrants outstanding at the time shall be considered in any such
determination. The Warrant Agent shall have no duty to determine whether any such amendment would
have an effect on the rights or interests of the holders of the Warrants. Upon receipt by the
Warrant Agent of an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the execution of the amendment have been complied with and such execution
is permitted by this Agreement and the Warrant Certificate, the Warrant Agent shall join in the
execution of such amendment; provided, that the Warrant Agent may, but shall not be obligated to,
execute any amendment or supplement which affects the rights or changes or increases the duties or
obligations of the Warrant Agent.



          Section 6.03. Notices.


          Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:


          if to the Company:




Citigroup Inc.



One Court Square, 45th Floor



Long Island City, NY 11120



Telephone: (718) 248-4107



Facsimile: (718) 248-2705



Attention: Michael J. Tarpley



 Associate General Counsel-Capital Markets



16









 







          if to the Warrant Agent:




Computershare Trust Company, N.A.



250 Royall Street



Canton MA, 02021



Facsimile: (781) 575-2901



Attention: Corporate Actions


          The Company or the Warrant Agent by notice to the other may designate additional or different
addresses for subsequent notices or communications.


          Unless the Warrant is a Global Warrant, any notice or communication mailed to a Holder shall
be mailed to the Holder at the Holder’s address as it appears on the Registry and shall be
sufficiently given if so mailed within the time prescribed. Any notice to the owners of a
beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance
with the procedures of the Depositary. Communications to such Holder shall be deemed to be
effective at the time of dispatch to the Depositary.


          Failure to provide a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. If a notice or communication is provided in the
manner provided above, it is duly given, whether or not the intended recipient actually receives
it.


          Section 6.04. Governing Law.


          This Agreement will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such State.


          Section 6.05. Successors.


          All agreements of the Company in this Agreement and the Warrants shall bind its successors.
All agreements of the Warrant Agent in this Agreement shall bind its successors.


          Section 6.06. Multiple Originals.


          The parties may sign any number of copies of this Agreement. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove
this Agreement.


          Section 6.07. Inspection of Agreement.


          A copy of this Agreement shall be made available at all reasonable times for inspection by any
registered Holder or owner of a beneficial interest in a Global Warrant at the principal office of
the Warrant Agent (or successor warrant agent).



17









 







          Section 6.08. Table of Contents.


          The table of contents and headings of the Articles and Sections of this Agreement have been
inserted for convenience of reference only, are not intended to be considered a part hereof and
shall not modify or restrict any of the terms or provisions hereof.


          Section 6.09. Severability.


          The provisions of this Agreement are severable, and if any clause or provision shall be held
invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof,
and shall not in any manner affect such clause or provision in any other jurisdiction or any other
clause or provision of this Agreement in any jurisdiction.



18









 







          IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	



CITIGROUP INC.

 	 
	 	By:  	/s/ Martin A. Waters	 
	 	 	Name:  	Martin A. Waters	 
	 	 	Title:  	Assistant Treasurer	 
	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., 
AND COMPUTERSHARE
INC.

Collectively, as Warrant Agent,

 	 
	 	By:  	/s/ Thomas Borbely	 
	 	 	Name:  	Thomas Borbely	 
	 	 	Title:  	Manager, Corporate Actions	 
	 




19











 





EXHIBIT A




FORM OF WARRANT




[Global Securities Legend]




     UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY WARRANT CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.



1









 





GLOBAL WARRANT


representing




WARRANTS




to purchase


Shares of


Common Stock


of




CITIGROUP INC.




			
	 	 	 
	No. [       ]
	 	CUSIP No: 172967 234






     1. Definitions. Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated. Any capitalized terms used but not defined herein that
are defined in the Warrant Agreement shall have the meanings set forth in the Warrant Agreement.



     “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling,
controlled by or under common control with, such other Person. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled by” and “under common
control with”) when used with respect to any Person, means the possession, directly or indirectly,
of the power to cause the direction of management and/or policies of such Person, whether through
the ownership of voting securities by contract or otherwise.



     “Agent Members” means the securities brokers and dealers, banks and trust companies, clearing
organizations and certain other organizations that are participants in the Depositary’s system.



     “Board of Directors” means the board of directors of the Company, including any duly
authorized committee thereof.



     “Business Combination” means a merger, consolidation, statutory share exchange or similar
transaction that requires the approval of the Company’s stockholders.



     “business day” means any day except Saturday, Sunday and (i) at any time when the Warrants are
listed on the New York Stock Exchange, any day on which The New York Stock Exchange is authorized
or required by law or other governmental actions to close or (ii) at any time when the Warrants are
not listed on the New York Stock Exchange, any day on which banking institutions in the State of
New York are authorized or required by law or other governmental actions to close.



     “Capital Stock” means (A) with respect to any Person that is a corporation or company, any and
all shares, interests, participations or other equivalents (however designated) of capital



2









 




or capital stock of such Person and (B) with respect to any Person that is not a corporation
or company, any and all partnership or other equity interests of such Person.



     “Charter” means, with respect to any Person, its certificate or articles of incorporation,
articles of association, or similar organizational document.



     “Common Stock” means the common stock, par value $0.01 per share, of the Company.



     “Company” means Citigroup Inc., a corporation duly organized and existing under the laws of
Delaware.



     “Definitive Warrant” means a Warrant Certificate in definitive form that is not deposited with
the Depositary or with the Warrant Agent as custodian for the Depositary.



     “Depositary” means The Depository Trust Company, its nominees and their respective successors.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



     “Exercise Price” means $17.85, subject to adjustment as set forth herein.



     “Expiration Time” has the meaning set forth in Section 3.



     “Fair Market Value” means, with respect to any security or other property, the fair market
value of such security or other property as determined by the Board of Directors, acting in good
faith.



     “Global Warrant” means a Warrant Certificate in global form that is deposited with the
Depositary or with the Warrant Agent as custodian for the Depositary.



     “Governmental Entities” means, collectively, all United States and other governmental,
regulatory or judicial authorities.



     “Issue Date” means October 28, 2008.



     “Market Price” means, with respect to a particular security, on any given day, the last
reported sale price regular way or, in case no such reported sale takes place on such day, the
average of the last closing bid and ask prices regular way, in either case on the principal
national securities exchange on which the applicable securities are listed or admitted to trading,
or if not listed or admitted to trading on any national securities exchange, the average of the
closing bid and ask prices as furnished by two members of the Financial Industry Regulatory
Authority, Inc. selected from time to time by the Company for that purpose. “Market Price” shall
be determined without reference to after hours or extended hours trading. If such security is not
listed and traded in a manner that the quotations referred to above are available for the period
required hereunder, the Market Price per share of Common Stock shall be deemed to be the fair
market value per share of such security as determined in good faith by the Board of Directors in
reliance on an opinion of a nationally recognized independent investment banking corporation
retained by



3









 




the Company for this purpose; provided that if any such security is listed or traded
on a non-U.S. market, such fair market value shall be determined by reference to the closing price
of such security as of the end of the most recently ended business day in such market prior to the
date of determination; and further, provided that if making such determination
requires the conversion of any currency other than U.S. dollars into U.S. dollars, such conversion
shall be done in accordance with customary procedures based on the rate for conversion of such
currency into U.S. dollars displayed on the relevant page by Bloomberg L.P. (or any successor or
replacement service) on or by 4:00 p.m., New York City time, on such exercise date. For the
purposes of determining the Market Price of the Common Stock on the “trading day” preceding, on or
following the occurrence of an event, (i) that trading day shall be deemed to commence immediately
after the regular scheduled closing time of trading on the New York Stock Exchange or, if trading
is closed at an earlier time, such earlier time and (ii) that trading day shall end at the next
regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for
the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last
trading day preceding a specified event and the closing time of trading on a particular day is 4:00
p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined
by reference to such 4:00 p.m. closing price).



     “Ordinary Cash Dividends” means a regular quarterly cash dividend on shares of Common Stock
out of surplus or net profits legally available therefor (determined in accordance with U.S. GAAP
in effect from time to time), provided that Ordinary Cash Dividends shall not include any
cash dividends paid subsequent to the Issue Date to the extent the aggregate per share dividends
paid on the outstanding Common Stock in any quarter exceed $0.16, as adjusted for any stock split,
stock dividend, reverse stock split, reclassification or similar transaction.



     “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act.



     “Per Share Fair Market Value” has the meaning set forth in Section 12(B).



     “Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or any
Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or
14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available
to substantially all holders of Common Stock, in the case of both (A) and (B), whether for cash,
shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness
of the Company or any other Person or any other property (including, without limitation, shares of
Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination
thereof, effected while this Warrant Certificate is outstanding. The “Effective Date” of a Pro
Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company
under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with
respect to any Pro Rata Repurchase that is not a tender or exchange offer.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.



4









 





     “Shares” has the meaning set forth in Section 2.



     “trading day” means (A) if the shares of Common Stock are not traded on any national or
regional securities exchange or association or over-the-counter market, a business day or (B) if
the shares of Common Stock are traded on any national or regional securities exchange or
association or over-the-counter market, a business day on which such relevant exchange or quotation
system is scheduled to be open for business and on which the shares of Common Stock (i) are not
suspended from trading on any national or regional securities exchange or association or
over-the-counter market for any period or periods aggregating one half hour or longer; and (ii)
have traded at least once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the shares of Common Stock.
The term “trading day” with respect to any security other than the Common Stock shall have a
correlative meaning based on the primary exchange or quotation system on which such security is
listed or traded.



     “Transfer Agent” means Computershare Trust Company, N.A., as transfer agent of the Company,
and any successor transfer agent.



     “U.S. GAAP” means United States generally accepted accounting principles.



     “Warrant” means a right to purchase a number of shares of the Company’s Common Stock equal to
the Warrant Share Number as provided herein. References herein to “Warrant” shall include the
Global Warrant where the context requires.



     “Warrant Agent” has the meaning set forth in Section 16.



     “Warrant Agreement” has the meaning set forth in Section 16.



     “Warrant Certificate” means a fully registered certificate evidencing Warrants.



     “Warrantholder” means a registered owner of Warrants as set forth in the Registry.



     “Warrant Share Number” means one share of Common Stock, as subsequently adjusted pursuant to
the terms of this Warrant and the Warrant Agreement.



     2. Number of Shares; Exercise Price. This certifies that, for value received, Cede &
Co., and any of its registered assigns, is the registered owner of the number of Warrants set forth
on Schedule A hereto, each of which entitles the Warrantholder to purchase from the Company, upon
the terms and subject to the conditions hereinafter set forth, a number of fully paid and
nonassessable shares of Common Stock (each a “Share” and collectively the “Shares”) equal to the
Warrant Share Number at a purchase price per share equal to the Exercise Price. The Warrant Share
Number and the Exercise Price are subject to adjustment as provided herein, and all references to
“Warrant Share Number” and “Exercise Price” herein shall be deemed to include any such adjustment
or series of adjustments.



     3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by
applicable laws and regulations, all or a portion of the Warrants evidenced by this Warrant



5









 




Certificate are exercisable by the Warrantholder, at any time or from time to time after the
execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no
event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the
“Expiration Time”), by (A) delivery to the Warrant Agent of a Notice of Exercise in the form
annexed hereto, duly completed and executed (or to the Company or to such other office or agency of
the Company in the United States as the Company may designate by notice in writing to the
Warrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares
thereby purchased by having the Company withhold, from the shares of Common Stock that would
otherwise be delivered to such Warrantholder upon such exercise, Shares issuable upon exercise of
the Warrants so exercised equal in value to the aggregate Exercise Price as to such Shares, based
on the Market Price of the Common Stock on the trading day on which such Warrants are exercised and
the Notice of Exercise is delivered to the Warrant Agent pursuant to this Section 3. For the
avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value
of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder to
the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global
Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the
relevant Agent Member in accordance with procedures of the Depositary.



     In the case of a Global Warrant, whenever some but not all of the Warrants represented by such
Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement,
such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall
cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants
represented thereby will be equal to the number of Warrants theretofor represented by such Global
Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly
return such Global Warrant to the Warrantholder or its nominee or custodian. In the case of a
Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive
Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the
Warrantholder shall be entitled, at the request of such Warrantholder, to receive from the Company
within a reasonable time, not to exceed three business days, a new Definitive Warrant in
substantially identical form for the number of Warrants equal to the number of Warrants theretofor
represented by such Definitive Warrant less the number of Warrants then exercised.



     If this Warrant Certificate shall have been exercised in full, the Warrant Agent shall
promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as
applicable.



     Notwithstanding anything in this Warrant Certificate to the contrary, in the case of Warrants
evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or
any other person, on its own behalf and on behalf of any beneficial owner for which it is acting,
enforce, and may institute and maintain, any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, its right to exercise, and to receive
Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant
Agreement.



6









 





     4. Issuance of Shares; Authorization; Listing. Shares issued upon exercise of
Warrants evidenced by this Warrant Certificate shall be (i) issued in such name or names as the
exercising Warrantholder may designate and (ii) delivered by the Transfer Agent to such
Warrantholder or its nominee or nominees (A) via book-entry transfer crediting the account of such
Warrantholder (or the relevant Agent Member for the benefit of such Warrantholder) through the
Depositary’s DWAC system (if the Transfer Agent participates in such system), or (B) otherwise in
certificated form by physical delivery to the address specified by the Warrantholder in the Notice
of Exercise. The Company shall use its commercially reasonable efforts to cause its Transfer Agent
to be a participant in the Depositary’s DWAC system. The Company shall cause the number of full
Shares to which such Warrantholder shall be entitled to be so delivered by the Transfer Agent
within a reasonable time, not to exceed three business days after the date on which Warrants
evidenced by this Warrant Certificate have been duly exercised in accordance with the terms hereof.



     The Company hereby represents and warrants that any Shares issued upon the exercise of
Warrants evidenced by this Warrant Certificate in accordance with the provisions of Section 3 will
be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges (other than liens or charges created by a Warrantholder, income and franchise
taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer
occurring contemporaneously therewith). The Company agrees that the Shares so issued will be
deemed to have been issued to a Warrantholder as of the close of business on the date on which
Warrants evidenced by this Warrant Certificate have been duly exercised, notwithstanding that the
stock transfer books of the Company may then be closed or certificates representing such Shares may
not be actually delivered on such date. The Company will at all times until the Expiration Time
(or, if such date shall not be a business day, then on the next succeeding business day) reserve
and keep available, out of its authorized but unissued Common Stock, solely for the purpose of
providing for the exercise of Warrants evidenced by this Warrant Certificate, the aggregate number
of shares of Common Stock then issuable upon exercise hereof at any time. The Company will (A)
procure, at its sole expense, the listing of the Shares issuable upon exercise hereof at any time,
subject to issuance or notice of issuance, on all principal stock exchanges on which the Common
Stock is then listed or traded and (B) maintain such listings of such Shares at all times after
issuance. The Company will use reasonable best efforts to ensure that the Shares may be issued
without violation of any applicable law or regulation or of any requirement of any securities
exchange on which the Shares are listed or traded.



     5. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon any exercise of Warrants evidenced by this Warrant
Certificate. In lieu of any fractional Share that would otherwise be issued to a Warrantholder
upon the exercise of any Warrants, such Warrantholder shall be entitled to receive a cash payment
equal to the Market Price of the Common Stock on the trading day on which such warrants are
exercised representing such fractional Share. The beneficial owners of the Warrants and the
Warrantholder, by their
acceptance hereof, expressly waive their right to receive any fraction of a share of Common
Stock or a certificate representing a fraction of a share of Common Stock or Warrant Certificate
representing a fractional Warrant upon exercise of any Warrant.



7









 





     6. No Rights as Stockholders; Transfer Books. Warrants evidenced by this Warrant
Certificate do not entitle the Warrantholder or the owner of any beneficial interest in such
Warrants to any voting rights or other rights as a stockholder of the Company prior to the date of
exercise hereof. The Company will at no time close its transfer books against transfer of Warrants
in any manner which interferes with the timely exercise hereof.



     7. Charges, Taxes and Expenses. Issuance of Shares in certificated or book-entry form
to the Warrantholder upon the exercise of Warrants evidenced by this Warrant Certificate shall be
made without charge to the Warrantholder for any issue or transfer tax or other incidental expense
in respect of the issuance of such Shares (other than liens or charges created by a Warrantholder,
income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in
respect of any transfer occurring contemporaneously therewith), all of which taxes and expenses
shall be paid by the Company.



     8. Transfer/Assignment. This Warrant Certificate and all rights hereunder are
transferable, in whole or in part, upon the books of the Company (or an agent duly appointed by the
Company) by the registered holder hereof in person or by duly authorized attorney, and one or more
new Warrant Certificates shall be made and delivered by the Company, of the same tenor and date as
this Warrant Certificate but registered in the name of one or more transferees, upon surrender of
this Warrant Certificate, duly endorsed, to the office or agency of the Company described in
Section 3; provided that if this Warrant Certificate is a Global Warrant registered in the
name of the Depositary, transfers of such Global Warrant may only be made as a whole, and not in
part, and only by (i) the Depositary to a nominee of the Depositary, (ii) a nominee of the
Depositary to the Depositary or another nominee of the Depositary or (iii) the Depositary or any
such nominee to a successor Depositary or its nominee. All expenses (other than stock transfer
taxes) and other charges payable in connection with the preparation, execution and delivery of the
new Warrant Certificates pursuant to this Section 8 shall be paid by the Company.



     If this Warrant Certificate is a Global Warrant, then so long as the Global Warrant is
registered in the name of the Depositary, the holders of beneficial interests in the Warrants
evidenced thereby shall have no rights under this Warrant Certificate with respect to the Global
Warrant held on their behalf by the Depositary or the Warrant Agent as its custodian, and the
Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the
Warrant Agent as the absolute owner of the Global Warrant for all purposes whatsoever except to the
extent set forth herein. Accordingly, any such owner’s beneficial interest in the Global Warrant
will be shown only on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or the Agent Members, and neither the Company
nor the Warrant Agent shall have any responsibility with respect to such records maintained by
the Depositary or the Agent Members. Notwithstanding the foregoing, nothing herein shall (i)
prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or
(ii) impair, as between the Depositary and the Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of a beneficial interest in any Warrant. Except
as may otherwise be provided in this Warrant Certificate or the Warrant Agreement, the rights of
beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the
applicable procedures of the Depositary. Any holder of the Global



8









 




Warrant shall, by acceptance of
the Global Warrant, agree that transfers of beneficial interests in the Global Warrant may be
effected only through a book-entry system maintained by the Depositary, and that ownership of a
beneficial interest in the Warrants represented thereby shall be required to be reflected in
book-entry form.



     A Global Warrant shall be exchanged for Definitive Warrants, and Definitive Warrants may be
transferred or exchanged for a beneficial interest in a Global Warrant, only at such times and in
the manner specified in the Warrant Agreement. Subject to the provisions of the Warrant Agreement,
the holder of a Global Warrant may grant proxies and otherwise authorize any person, including
Agent Members and persons that may hold beneficial interests in such Global Warrant through Agent
Members, to take any action that a Warrantholder is entitled to take under a Warrant or the Warrant
Agreement.



     9. Exchange and Registry of Warrants. This Warrant Certificate is exchangeable, upon
the surrender hereof by the Warrantholder to the Company, for a new Warrant Certificate or Warrant
Certificates of like tenor and representing the same aggregate number of Warrants. The Company or
an agent duly appointed by the Company (which initially shall be the Warrant Agent) shall maintain
a Registry showing the name and address of the Warrantholder as the registered holder of this
Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise in
accordance with its terms, at the office of the Company or any such agent, and the Company shall be
entitled to rely in all respects, prior to written notice to the contrary, upon such Registry.



     10. Loss, Theft, Destruction or Mutilation of Warrant Certificate. Upon receipt by
the Company of proof reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant Certificate, and in the case of any such loss, theft or destruction, upon receipt of a
bond, indemnity or security reasonably satisfactory to the Company and the Warrant Agent, or, in
the case of any such mutilation, upon surrender and cancellation of this Warrant Certificate, the
Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of like tenor and representing the same aggregate number of
Warrants as provided for in such lost, stolen, destroyed or mutilated Warrant Certificate.



     11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a business day, then such action may be taken or such right
may be exercised on the next succeeding day that is a business day.



     12. Adjustments and Other Rights. The Exercise Price and the Warrant Share Number
shall be subject to adjustment from time to time as follows; provided that if more than one
subsection of this Section 12 is applicable to a single event, the subsection shall be applied that
produces the largest adjustment and no single event shall cause an adjustment under more than one
subsection of this Section 12 so as to result in duplication:



     (A) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company
shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify the outstanding shares of Common Stock



9









 




into a smaller number
of shares, the Warrant Share Number at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of a Warrant after such date shall be entitled to
purchase the number of shares of Common Stock which such holder would have owned or been entitled
to receive in respect of the Warrant Share Number had such Warrant been exercised immediately prior
to such date. In such event, the Exercise Price in effect immediately prior to the record date for
such dividend or distribution or the effective date of such subdivision, combination or
reclassification shall be adjusted by multiplying such Exercise Price by the quotient of (x) the
Warrant Share Number immediately prior to such adjustment divided by (y) the new Warrant Share
Number determined pursuant to the immediately preceding sentence.



     (B) Other Distributions. In case the Company shall fix a record date for the making
of a distribution to all holders of shares of its Common Stock of securities, evidences of
indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its
Common Stock and other dividends or distributions referred to in Section 12(A)), in each such case,
the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to
the price determined by multiplying the Exercise Price in effect immediately prior to the reduction
by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the
first date on which the Common Stock trades regular way on the principal national securities
exchange on which the Common Stock is listed or admitted to trading without the right to receive
such distribution, minus the amount of cash and/or the Fair Market Value of the securities,
evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share
of Common Stock (such subtracted amount and/or Fair Market Value, the “Per Share Fair Market
Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment
shall be made successively whenever such a record date is fixed. In such event, the Warrant Share
Number shall be increased to the number obtained by multiplying the Warrant Share Number
immediately prior to such adjustment by the quotient of (x) the Exercise Price in
effect immediately prior to the distribution giving rise to this adjustment divided by (y) the
new Exercise Price determined in accordance with the immediately preceding sentence. In the case
of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash
dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion
of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such
distribution is not so made, the Exercise Price and the Warrant Share Number then in effect shall
be readjusted, effective as of the date when the Board of Directors determines not to distribute
such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to
the Exercise Price and the Warrant Share Number that would then be in effect if such record date
had not been fixed.



     (C) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata
Repurchase of Common Stock, then the Exercise Price shall be reduced to the price determined by
multiplying the Exercise Price in effect immediately prior to the Effective Date of such Pro Rata
Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of
shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market
Price of a share of Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata
Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which



10









 




the
denominator shall be the product of (i) the number of shares of Common Stock outstanding
immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so
repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately
preceding the first public announcement by the Company or any of its Affiliates of the intent to
effect such Pro Rata Repurchase. In such event, the Warrant Share Number shall be increased to the
number obtained by multiplying the Warrant Share Number immediately prior to such adjustment by the
quotient of (x) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving
rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the
immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or
decrease in the Warrant Share Number shall be made pursuant to this Section 12(C).



     (D) Business Combinations or Reclassifications of Common Stock. In case of any
Business Combination or reclassification of Common Stock (other than a reclassification of Common
Stock referred to in Section 12(A)), a Warrantholder’s right to receive Shares upon exercise of a
Warrant shall be converted into the right to exercise such Warrant to acquire the number of shares
of stock or other securities or property (including cash) which the Common Stock issuable (at the
time of such Business Combination or reclassification) upon exercise of such Warrant immediately
prior to such Business Combination or reclassification would have been entitled to receive upon
consummation of such Business Combination or reclassification; and in any such case, if necessary,
the provisions set forth herein with respect to the rights and interests thereafter of the
Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably
be, to such Warrantholder’s right to exercise a Warrant in exchange for any shares of stock or
other securities or property pursuant to this paragraph. In determining the kind and amount of
stock, securities or the property receivable upon exercise of a Warrant following the consummation
of such Business Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business Combination, then the
consideration that a Warrantholder shall be entitled to receive upon exercise shall be deemed to be
the types and amounts of consideration received by the majority of all holders of the shares of
Common Stock that affirmatively make an election (or of all such holders if none make an election).
For purposes of determining any amount to be withheld pursuant to Section 3 from stock, securities
or the property that would otherwise be
delivered to a Warrantholder upon exercise of Warrants following any Business Combination, the
amount of such stock, securities or property to be withheld shall have a Market Price equal to the
aggregate Exercise Price as to which such Warrants are so exercised, based on the fair market value
of such stock, securities or property on the trading day on which such Warrants are exercised and
the Notice of Exercise is delivered to the Warrant Agent; provided that in the case of any
property that is not a security, the Market Price of such property shall be deemed to be its fair
market value as determined in good faith by the Board of Directors in reliance on an opinion of a
nationally recognized independent investment banking firm retained by the Company for this purpose;
and further, provided that if making such determination requires the conversion of
any currency other than U.S. dollars into U.S. dollars, such conversion shall be done in accordance
with customary procedures based on the rate for conversion of such currency into U.S. dollars
displayed on the relevant page by Bloomberg L.P. (or any successor or replacement service) on or by
4:00 p.m., New York City time, on such exercise date.




11












 





     (E) Rounding of Calculations; Minimum Adjustments. All calculations under this
Section 12 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 12 to the
contrary notwithstanding, no adjustment in the Exercise Price or the Warrant Share Number shall be
made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of
Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto
shall be made at the time of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a
share of Common Stock, or more, or on exercise of a Warrant if it shall earlier occur.



     (F) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any
case in which the provisions of this Section 12 shall require that an adjustment shall become
effective immediately after a record date for an event, the Company may defer until the occurrence
of such event (i) issuing to a Warrantholder of Warrants exercised after such record date and
before the occurrence of such event the additional shares of Common Stock issuable upon such
exercise by reason of the adjustment required by such event over and above the shares of Common
Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such
Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided,
however, that the Company upon request shall deliver to such Warrantholder a due bill or
other appropriate instrument evidencing such Warrantholder’s right to receive such additional
shares, and such cash, upon the occurrence of the event requiring such adjustment.



     (G) Other Events. Neither the Exercise Price nor the Warrant Share Number shall be
adjusted in the event of a change in the par value of the Common Stock or a change in the
jurisdiction of incorporation of the Company.



     (H) Statement Regarding Adjustments. Whenever the Exercise Price or the Warrant Share
Number shall be adjusted as provided in Section 12, the Company shall forthwith file at the
principal office of the Company a statement showing in reasonable detail the facts requiring such
adjustment and the Exercise Price that shall be in effect and the Warrant Share Number after such
adjustment. The Company shall deliver to the Warrant Agent a copy of such statement and shall
cause a copy of such statement to be sent or communicated to the Warrantholders pursuant to Section
18.



     (I) Notice of Adjustment Event. In the event that the Company shall propose to take
any action of the type described in this Section 12 (but only if the action of the type described
in this Section 12 would result in an adjustment in the Exercise Price or the Warrant Share Number
or a change in the type of securities or property to be delivered upon exercise of a Warrant), the
Company shall deliver to the Warrant Agent a notice and shall cause such notice to be sent or
communicated to the
Warrantholders in the manner set forth in Section 18, which notice shall specify the record
date, if any, with respect to any such action and the approximate date on which such action is to
take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably
necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or
other securities or property which shall be deliverable upon exercise of a Warrant. In the case of
any action which would require the fixing of a record date, such notice shall be given at least 10
days prior to the date so fixed, and in case of all other action, such



12









 




notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such action.




     (J) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to
the taking of any action which would require an adjustment pursuant to this Section 12, the Company
shall take any action which may be necessary, including obtaining regulatory, New York Stock
Exchange, NASDAQ Stock Market or other applicable national securities exchange or stockholder
approvals or exemptions, in order that the Company may thereafter validly and legally issue as
fully paid and nonassessable all Shares that a Warrantholder is entitled to receive upon exercise
of a Warrant pursuant to this Section 12.



     (K) Adjustment Rules. Any adjustments pursuant to this Section 12 shall be made
successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price
made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock,
then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par
value of the Common Stock.



     13. No Impairment. The Company will not, by amendment of its Charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant Certificate and in taking of all
such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.



     14. Governing Law. This Warrant Certificate and the Warrants evidenced hereby shall
be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.



     15. Binding Effect; Countersignature by Warrant Agent. This Warrant Certificate shall
be binding upon any successors or assigns of the Company. This Warrant Certificate shall not be
valid until an authorized signatory of the Warrant Agent (as defined below) or its agent as
provided in the Warrant Agreement (as defined below) countersigns this Warrant Certificate. Such
signature shall be solely for the purpose of
authenticating this Warrant Certificate and shall be conclusive evidence that this Warrant
Certificate has been countersigned under the Warrant Agreement.



     16. Warrant Agreement; Amendments. This Warrant Certificate is issued under and in
accordance with a Warrant Agreement dated as of January 25, 2011 (the “Warrant Agreement”), between
the Company and Computershare Inc. and Computershare Trust Company N.A. (collectively, the “Warrant
Agent,” which term includes any successor Warrant Agent under the Warrant Agreement), and is
subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and
provisions the beneficial owners of the Warrants and the Warrantholders consent by acceptance
hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof.
Reference is hereby made to the Warrant Agreement for a statement of the respective rights,
limitations of rights, duties and obligations of the Company, the Warrant Agent and the
Warrantholders and beneficial owners of



13









 




the Warrants. A copy of the Warrant Agreement may be
obtained for inspection by the Warrantholders or beneficial owners of the Warrants upon request to
the Warrant Agent at the address of the Warrant Agent (or successor warrant agent) set forth in the
Warrant Agreement. The Warrant Agreement and this Warrant Certificate may be amended and the
observance of any term of the Warrant Agreement or this Warrant Certificate may be waived only to
the extent provided in the Warrant Agreement.




     17. Prohibited Actions. The Company agrees that it will not take any action which
would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of
shares of Common Stock issuable after such action upon exercise of the Warrants evidenced by this
Warrant Certificate, together with all shares of Common Stock then outstanding and all shares of
Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and
other rights, would exceed the total number of shares of Common Stock then authorized by its
Charter.



     18. Notices. Unless this Warrant Certificate is a Global Warrant, any notice or
communication mailed to the Warrantholder shall be mailed to the Warrantholder at the
Warrantholder’s address as it appears in the Registry and shall be sufficiently given if so mailed
within the time prescribed. Any notice to holders of a beneficial interest in a Global Warrant
shall be distributed through the Depositary in accordance with the procedures of the Depositary.
Communications to such holders shall be deemed to be effective at the time of dispatch to the
Depositary. 



[Remainder of page intentionally left blank]






14









 








     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a
duly authorized officer. This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Warrant Agent.


Dated: _______________




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Countersigned:




COMPTERSHARE TRUST COMPANY, N.A.

AND COMPUTERSHARE INC.

Collectively, as Warrant Agent




	 	 	 	 	 
	By:  	 	 
	 	Authorized Signatory 	 
	 	 	 



15









 






	 	 	 	 	 



Schedule A to Global Warrant





     The initial number of Warrants represented by the Global Warrant is 210,084,034.



     The following decreases in the number of Warrants represented by this Global Warrant have been
made as a result of the exercise of certain Warrants represented by this Global Warrant:



	 	 	 	 	 	 	 
	 	 	 	 	Total Number of Warrants	 	 
	Date of Exercise	 	Number of	 	Represented Hereby	 	Notation Made
	of Warrants	 	Warrants Exercised	 	Following Such Exercise	 	by Warrant Agent
	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 





1









 






Form of Notice of Exercise

(to be executed only upon exercise of Warrants)




Date: _________


TO:  Citigroup Inc. (the “Company”)



RE:  Election to Purchase Common Stock




     The undersigned registered holder of [________] Warrants irrevocably elects to exercise the
number of Warrants set forth below represented by the Global Warrant (or, in the case of a
Definitive Warrant, the Warrant Certificate enclosed herewith), and surrenders all right, title and
interest in the number of Warrants exercised hereby to the Company, and directs that the shares of
Common Stock or other securities or property delivered upon exercise of such Warrants, and any
interests in the Global Warrant or Definitive Warrant representing unexercised Warrants, be
registered or placed in the name and at the address specified below and delivered thereto.


Number of Warrants                              




	 	 	 	 	 
	 	Holder:	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Signature guaranteed by (if a guarantee is required):









1









 







Securities and/or check to be issued to:



If in book-entry form through the Depositary:




	 	 	 

	Depositary Account Number:
	 	 
	 

	 	 





	 	 	 

	Name of Agent Member:
	 	 
	 

	 	 




If in definitive form:




	 	 	 

	Social Security Number 

or Other Identifying Number:
	 	 
	 

	 	 
	 
	 	 
	Name:
	 	 
	 

	 	 
	 
	 	 
	Street Address:
	 	 
	 

	 	 
	 
	 	 
	City, State and Zip Code:
	 	 
	 

	 	 




Any unexercised Warrants evidenced by the exercising Warrantholder’s interest in the Global Warrant
or Definitive Warrant, as the case may be, to be issued to:



If in book-entry form through the Depositary:




	 	 	 

	Depositary Account Number:
	 	 
	 

	 	 
	 
	 	 
	Name of Agent Member:
	 	 
	 

	 	 




If in definitive form:




	 	 	 

	Social Security Number 

or Other Identifying Number:
	 	 
	 

	 	 
	 
	 	 
	Name:
	 	 
	 

	 	 
	 
	 	 
	 Street Address:
	 	 
	 

	 	 
	 
	 	 
	City, State and Zip Code:
	 	 
	 

	 	 





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Form of Assignment




     For value received, the undersigned registered Warrantholder of the within Warrant Certificate
hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned
with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant
Certificate not being assigned hereby) all of the right, title and interest of the undersigned
under the within Warrant Certificate with respect to the number of Warrants set forth below.



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Social Security
	 	 	 	 	 	 	Number
	 	 	 	 	 	 	or other Identifying
	Name of Assignees	 	Address	 	Number of Warrants	 	Number
	 
	 	 
	 	 
	 	 




and does irrevocably constitute and appoint [___________], the undersigned’s attorney, to make
such transfer on the books of the Company maintained for the purpose, with full power of
substitution in the premises.



Dated:



	 	 	 	 	 
	 	Holder:	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Signature guaranteed by (if a guarantee is required):








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