EX-4.B






Exhibit 4(b)




FORM OF PRINCIPAL-PROTECTED TRUST CERTIFICATES

GUARANTEE AGREEMENT




SAFETY FIRST TRUST SERIES [2008-6]




Dated as of September 29, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I

	DEFINITIONS AND INTERPRETATION

	 
	 	 	 	 	 	 
	Section 1.1

	 	Definitions and Interpretation
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	TRUST INDENTURE ACT

	 
	 	 	 	 	 	 
	Section 2.1

	 	Trust Indenture Act: Application
	 	 	4	 
	Section 2.2

	 	Lists of Holders of Securities
	 	 	4	 
	Section 2.3

	 	Reports by the Certificate Guarantee Trustee
	 	 	4	 
	Section 2.4

	 	Periodic Reports to Certificate Guarantee Trustee
	 	 	5	 
	Section 2.5

	 	Evidence of Compliance with Conditions Precedent
	 	 	5	 
	Section 2.6

	 	Events of Default; Waiver
	 	 	5	 
	Section 2.7

	 	Events of Default; Notice
	 	 	5	 
	Section 2.8

	 	Conflicting Interests
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III

	POWERS, DUTIES AND RIGHTS OF CERTIFICATE GUARANTEE TRUSTEE

	 
	 	 	 	 	 	 
	Section 3.1

	 	Powers and Duties of the Certificate Guarantee Trustee
	 	 	6	 
	Section 3.2

	 	Certain Rights of Certificate Guarantee Trustee
	 	 	8	 
	Section 3.3

	 	Not Responsible for Recitals or Issuance of Guarantee
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	CERTIFICATE GUARANTEE TRUSTEE

	 
	 	 	 	 	 	 
	Section 4.1

	 	Certificate Guarantee Trustee; Eligibility
	 	 	10	 
	Section 4.2

	 	Appointment, Removal and Resignation of Certificate Guarantee Trustees
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE V

	GUARANTEE

	 
	 	 	 	 	 	 
	Section 5.1

	 	Guarantee
	 	 	11	 
	Section 5.2

	 	Waiver of Notice and Demand
	 	 	11	 
	Section 5.3

	 	Obligations Not Affected
	 	 	11	 
	Section 5.4

	 	Guarantee of Payment
	 	 	12	 
	Section 5.5

	 	Subrogation
	 	 	12	 
	Section 5.6

	 	Independent Obligations
	 	 	13	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE VI

	CITIGROUP GUARANTEE

	 
	 	 	 	 	 	 
	Section 6.1

	 	Citigroup Guarantee
	 	 	13	 
	Section 6.2

	 	Waiver of Notice and Demand
	 	 	13	 
	Section 6.3

	 	Obligations Not Affected
	 	 	13	 
	Section 6.4

	 	Address for Payment
	 	 	13	 
	Section 6.5

	 	Waiver of Defense
	 	 	13	 
	Section 6.6

	 	Partial Payment
	 	 	15	 
	Section 6.7

	 	Subrogation
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	RIGHTS OF HOLDERS

	 
	 	 	 	 	 	 
	Section 7.1

	 	Rights of Holders
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	TERMINATION

	 
	 	 	 	 	 	 
	Section 8.1

	 	Termination
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	INDEMNIFICATION

	 
	 	 	 	 	 	 
	Section 9.1

	 	Exculpation
	 	 	16	 
	Section 9.2

	 	Indemnification
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE X

	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 10.1

	 	Successors and Assigns
	 	 	17	 
	Section 10.2

	 	Amendments
	 	 	17	 
	Section 10.3

	 	Merger, Consolidation and Sale of Assets
	 	 	17	 
	Section 10.4

	 	Notices
	 	 	18	 
	Section 10.5

	 	Benefit
	 	 	19	 
	Section 10.6

	 	Governing Law
	 	 	19	 







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          This GUARANTEE AGREEMENT (the “Certificate Guarantee”), dated as
of            is executed and delivered by Citigroup Funding Inc., a Delaware
corporation (together with any successors by way of merger, the “Guarantor”), Citigroup Inc., a
Delaware corporation (together with any successors by way of merger, “Citigroup”), and U.S. Bank
National Association, as trustee (the “Certificate Guarantee Trustee”), for the benefit of the
Holders (as defined herein) from time to time of the Certificates (as defined herein) of Safety
First Trust Series [2008-6], a Delaware statutory trust (the “Issuer”).



          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated
as of            among the trustees of the Issuer named therein, the Guarantor, as
sponsor, Citigroup, and the holders from time to time of undivided beneficial interests in the
assets of the Issuer, the Issuer is issuing on the date hereof preferred securities designated the
Principal-Protected Trust Certificates (the “Certificates”);



          WHEREAS, as incentive for the Holders to purchase the Certificates, each of the Guarantor and
Citigroup desires irrevocably and unconditionally to agree, to the extent set forth in this
Certificate Guarantee, to pay to the Holders the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein;



          NOW, THEREFORE, in consideration of the purchase by each Holder of Certificates, which
purchase the Guarantor and Citigroup hereby agree shall benefit the Guarantor and Citigroup, the
Guarantor and Citigroup execute and deliver this Certificate Guarantee for the benefit of the
Holders.



ARTICLE I

DEFINITIONS AND INTERPRETATION




SECTION 1.1 Definitions and Interpretation




In this Certificate Guarantee, unless the context otherwise requires:



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



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



          (c) all references to “the Certificate Guarantee” or “this Certificate Guarantee” are to this
Certificate Guarantee as modified, supplemented or amended from time to time;



          (d) all references in this Certificate Guarantee to Articles and Sections are to Articles and
Sections of this Certificate Guarantee, unless otherwise specified;



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



 









 





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



          “Accelerated Maturity Date” has the meaning specified in the Declaration.



          “Accelerated Maturity Payment” has the meaning specified in the Declaration.



          “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act of
1933, as amended, or any successor rule thereunder.



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



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



          “Certificate Guarantee Trustee” means U.S. Bank National Association, until a Successor
Certificate Guarantee Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Certificate Guarantee and thereafter means each such Successor Certificate Guarantee
Trustee.



          “Common Securities” means the securities representing common undivided beneficial interests in
the assets of the Issuer.



          “Corporate Trust Office” means the office of the Certificate Guarantee Trustee at which the
corporate trust business of the Certificate Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this Agreement is located at 100
Wall Street, 16th Floor, New York, New York 10005, Attention: Marlene J. Fahey — Safety First
Trust Series [2008-6].



          “Covered Person” means any Holder or beneficial owner of Certificates.



          “Event of Default” means a default by the Guarantor or Citigroup, as applicable, on any of its
payment or other obligations under this Certificate Guarantee.



          “Guarantee Payments” means the following payments or distributions, without duplication, with
respect to the Certificates, to the extent not paid or made by the Issuer or the Guarantor: (i)
any Maturity Payment that is required to be made in respect of the Certificates, to the extent the
Issuer has funds available therefor, (ii) any Accelerated Maturity Payment that is required to be
made in respect of the Certificates, to the extent the Issuer has funds available therefor, (iii)
any other distribution that is required to be made on the Certificates in respect of any interest
paid on the Securities, to the extent the Issuer has funds available therefor, and (iv) any other
remaining assets of the Issuer payable to the Holders of the Certificates upon liquidation of the
Issuer.



          “Holder” shall mean any holder, as registered on the books and records of the Issuer, of any
Certificate; provided, however, that in determining whether the holders of the



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requisite percentage of Certificates have given any request, notice, consent or waiver
hereunder, “Holder” shall not include the Guarantor or Citigroup, or any Affiliate of the Guarantor
or Citigroup.



          “Indemnified Person” means the Certificate Guarantee Trustee, any Affiliate of the Certificate
Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Certificate Guarantee Trustee.



          “Institutional
Trustee” means the trustee under the Declaration.



          “Majority of the Certificates” means, except as provided by the Trust Indenture Act, a vote by
Holder(s), voting separately as a class, holding Certificates representing more than 50% of the
aggregate beneficial interests represented by all outstanding Certificates.



          “Maturity Payment” has the meaning specified in the Declaration.



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



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



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



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



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



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



          “Responsible Officer” means, with respect to the Certificate Guarantee Trustee, any officer
within the Corporate Trust Office of the Certificate Guarantee Trustee, including any vice
president, any assistant vice president, any assistant secretary, the treasurer, any assistant
treasurer, trust officer or other officer of the Corporate Trust Office of the Certificate
Guarantee Trustee customarily performing functions similar to those performed by any of the above
designated officers and, in any case, that has direct responsibility for the administration of this
Certificate Guarantee and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of that officer’s knowledge of and
familiarity with the particular subject.



3









 





          “Securities” has the meaning specified in the Declaration.



          “Successor Certificate Guarantee Trustee” means a successor Certificate Guarantee Trustee
possessing the qualifications to act as Certificate Guarantee Trustee under Section 4.1.



          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.



ARTICLE II

TRUST INDENTURE ACT




SECTION 2.1 Trust Indenture Act: Application




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



          (b) if and to the extent that any provision of this Certificate Guarantee limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.



SECTION 2.2 Lists of Holders of Securities




          (a) The Guarantor shall provide the Certificate Guarantee Trustee with a list, in such form as
the Certificate Guarantee Trustee may reasonably require, of the names and addresses of the Holders
(“List of Holders”) as of such date, (i) within one Business Day after January 1 and June 30 of
each year, and (ii) at any other time within 30 days of receipt by the Guarantor of a written
request for a List of Holders as of a date no more than 14 days before such List of Holders is
given to the Certificate Guarantee Trustee; provided that the Guarantor shall not be obligated to
provide such List of Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Certificate Guarantee Trustee by the Guarantor. The Certificate
Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List
of Holders.



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



SECTION 2.3 Reports by the Certificate Guarantee Trustee




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



4









 





SECTION 2.4 Periodic Reports to Certificate Guarantee Trustee



          Unless available on EDGAR, Citigroup shall provide to the Certificate Guarantee Trustee,
within 30 days after Citigroup shall be required to file the same with the Commission, copies of
such documents, reports and information, if any, as required by Section 314 of the Trust Indenture
Act. In addition, each of the Guarantor, Citigroup and the Issuer shall furnish annually to the
Guarantee Trustee, within 120 days after the end of each fiscal year, the compliance certificate
required by Section 314 of the Trust Indenture Act in the form and in the manner required by the
Trust Indenture Act. Unless otherwise required by the Trust Indenture Act, such compliance
certificate may be in the form of a joint certificate by any of the Guarantor, Citigroup and the
Issuer and shall satisfy the requirement under the Declaration to provide such a compliance
certificate to the Institutional Trustee.



SECTION 2.5 Evidence of Compliance with Conditions Precedent




          The Guarantor and Citigroup shall provide to the Certificate Guarantee Trustee such evidence
of compliance with any conditions precedent, if any, provided for in this Certificate Guarantee
that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers’ Certificate.



SECTION 2.6 Events of Default; Waiver




          The Holders of a Majority of Certificates may, by vote, on behalf of the Holders of all of the
Certificates, waive any past Event of Default and its consequences. Upon such waiver, any such
Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Certificate Guarantee, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.



SECTION 2.7 Events of Default; Notice




          (a) The Certificate Guarantee Trustee shall, within 90 days after the occurrence of an Event
of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of
Default actually known to a Responsible Officer of the Certificate Guarantee Trustee, unless such
defaults have been cured before the giving of such notice; provided that the Certificate Guarantee
Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of
the Certificate Guarantee Trustee in good faith determines that the withholding of such notice is
in the interests of the Holders.



          (b) The Certificate Guarantee Trustee shall not be deemed to have knowledge of any Event of
Default unless the Certificate Guarantee Trustee shall have received written notice of such Event
of Default or a Responsible Officer of the Certificate Guarantee Trustee charged with the
administration of the Declaration shall have obtained actual knowledge of such Event of Default.




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SECTION 2.8 Conflicting Interests



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



ARTICLE III

POWERS, DUTIES AND RIGHTS OF

CERTIFICATE GUARANTEE TRUSTEE




SECTION 3.1 Powers and Duties of the Certificate Guarantee Trustee




          (a) This Certificate Guarantee shall be held by the Certificate Guarantee Trustee for the
benefit of the Holders, and the Certificate Guarantee Trustee shall not transfer its right, title
and interest in this Certificate Guarantee to any Person except a Holder exercising his or her
rights pursuant to Section 7.1(b) or to a Successor Certificate Guarantee Trustee on acceptance by
such Successor Certificate Guarantee Trustee of its appointment to act as Successor Certificate
Guarantee Trustee. The right, title and interest of the Certificate Guarantee Trustee shall
automatically vest in any Successor Certificate Guarantee Trustee, and such vesting and cessation
of title shall be effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Certificate Guarantee Trustee.



          (b) If an Event of Default actually known to a Responsible Officer of the Certificate
Guarantee Trustee has occurred and is continuing, the Certificate Guarantee Trustee shall enforce
this Certificate Guarantee for the benefit of the Holders of the Certificates.



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



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




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




     (A) the duties and obligations of the Certificate Guarantee Trustee shall be determined
solely by the express provisions of this Certificate Guarantee, and the Certificate
Guarantee Trustee shall not be liable except for the performance of such



6









 







duties and obligations as are specifically set forth in this Certificate Guarantee, and
no implied covenants or obligations shall be read into this Certificate Guarantee against
the Certificate Guarantee Trustee; and




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




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




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




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




     (v) the granting of any right to the Certificate Guarantee Trustee hereunder shall not,
subject to the following, be deemed to impose on the Certificate Guarantee Trustee an
obligation to exercise such rights subject to Section 3.1(d)(vi); and




     (vi) the Certificate Guarantee Trustee shall not be obligated to exercise any remedy or
take any action hereunder unless directed to do so by the holders of a Majority of the
Certificates and shall have no liability for its failure to act pending receipt by it of any
such direction.



          This Section 3.1 is in furtherance of and subject to Sections 315 and 316 of the Trust
Indenture Act.



7









 





SECTION 3.2 Certain Rights of Certificate Guarantee Trustee



          (a) Subject to the provisions of Section 3.1:




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




     (ii) Any direction or act of the Guarantor or Citigroup contemplated by this
Certificate Guarantee shall be sufficiently evidenced by an Officers’ Certificate.




     (iii) Whenever, in the administration of this Certificate Guarantee, the Certificate
Guarantee Trustee shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Certificate Guarantee Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of bad faith
on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt
of such request, shall be promptly delivered by the Guarantor or Citigroup, as applicable.




     (iv) The Certificate Guarantee Trustee shall have no duty to see to any recording,
filing or registration of any instrument (or any rerecording, refiling or registration
thereof).




     (v) The Certificate Guarantee Trustee may consult with counsel, and the advice or
opinion of such counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion. Such counsel may be
counsel to the Guarantor or Citigroup or any of their respective Affiliates and may include
any of its employees. The Certificate Guarantee Trustee shall have the right at any time to
seek instructions concerning the administration of this Certificate Guarantee from any court
of competent jurisdiction.




     (vi) The Certificate Guarantee Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Certificate Guarantee at the request or direction
of any Holder, unless such Holder shall have provided to the Certificate Guarantee Trustee
such security and indemnity, reasonably satisfactory to the Certificate Guarantee Trustee,
against the costs, expenses (including attorneys’ fees and expenses and the expenses of the
Certificate Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such reasonable
advances as may be requested by the Certificate Guarantee Trustee; provided that nothing
contained in this Section 3.2(a)(vi) shall be taken to relieve the Certificate Guarantee
Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Certificate Guarantee.




     (vii) The Certificate Guarantee Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,



8









 







instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the
Certificate Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.




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




     (ix) Any action taken by the Certificate Guarantee Trustee or its agents hereunder
shall bind the Holders of the Certificates, and the signature of the Certificate Guarantee
Trustee or its agents alone shall be sufficient and effective to perform any such action.
No third party shall be required to inquire as to the authority of the Certificate Guarantee
Trustee to so act or as to its compliance with any of the terms and provisions of this
Certificate Guarantee, both of which shall be conclusively evidenced by the Certificate
Guarantee Trustee’s or its agent’s taking such action.




     (x) Whenever in the administration of this Certificate Guarantee the Certificate
Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing
any remedy or right or taking any other action hereunder, the Certificate Guarantee Trustee
(A) may request instructions from the Holders of a Majority of the Certificates, (B) may
refrain from enforcing such remedy or right or taking such other action until such
instructions are received, and (C) shall be protected in conclusively relying on or acting
in accordance with such instructions.



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



SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee




          The recitals contained in this Guarantee shall be taken as the statements of the Guarantor and
Citigroup, and the Certificate Guarantee Trustee does not assume any responsibility for their
correctness. The Certificate Guarantee Trustee makes no representation as to the validity or
sufficiency of this Certificate Guarantee.



9









 





ARTICLE IV

CERTIFICATE GUARANTEE TRUSTEE




SECTION 4.1 Certificate Guarantee Trustee; Eligibility




          (a) There shall at all times be a Certificate Guarantee Trustee which shall:




     (i) not be an Affiliate of the Guarantor or Citigroup; and




     (ii) be a corporation organized and doing business under the laws of the United States
of America or any State or Territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Securities and Exchange Commission to act as an
institutional trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published.



          (b) If at any time the Certificate Guarantee Trustee shall cease to be eligible to so act
under Section 4.1(a), the Certificate Guarantee Trustee shall immediately resign in the manner and
with the effect set out in Section 4.2(c).



          (c) If the Certificate Guarantee Trustee has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the Trust Indenture Act, the Certificate Guarantee Trustee
and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.



SECTION 4.2 Appointment, Removal and Resignation of Certificate Guarantee Trustees




          (a) Subject to Section 4.2(b), the Certificate Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor or Citigroup.



          (b) The Certificate Guarantee Trustee shall not be removed in accordance with Section 4.2(a)
until a Successor Certificate Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Certificate Guarantee Trustee and
delivered to the Guarantor and Citigroup.



          (c) The Certificate Guarantee Trustee appointed to office shall hold office until a Successor
Certificate Guarantee Trustee shall have been appointed or until its removal or resignation. The
Certificate Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Certificate Guarantee Trustee and delivered
to the Guarantor and Citigroup, which resignation shall not take effect until a Successor
Certificate Guarantee Trustee has been appointed and has accepted such appointment by instrument in
writing executed by such Successor Certificate Guarantee Trustee and delivered to the Guarantor,
Citigroup and the resigning Certificate Guarantee Trustee.



          (d) If no Successor Certificate Guarantee Trustee shall have been appointed and accepted
appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor and
Citigroup of an instrument of resignation, the resigning Certificate Guarantee



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Trustee may petition any court of competent jurisdiction for appointment of a Successor
Certificate Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as
it may deem proper, appoint a Successor Certificate Guarantee Trustee.



          (e) No Certificate Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Certificate Guarantee Trustee.



          (f) Upon termination of this Certificate Guarantee or removal or resignation of the
Certificate Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Certificate Guarantee Trustee all amounts accrued and owing to such Certificate Guarantee Trustee
to the date of such termination, removal or resignation.



ARTICLE V

GUARANTEE




SECTION 5.1 Guarantee




          The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when
due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or
assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment
of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.



SECTION 5.2 Waiver of Notice and Demand




          The Guarantor hereby waives notice of acceptance of this Certificate Guarantee and of any
liability to which it applies or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.



SECTION 5.3 Obligations Not Affected




          The obligations, covenants, agreements and duties of the Guarantor under this Certificate
Guarantee shall in no way be affected or impaired by reason of the happening from time to time of
any of the following:



          (a) the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer of any express or implied agreement, covenant, term or condition relating to the
Certificates to be performed or observed by the Issuer;



          (b) the extension of time for the payment by the Issuer of all or any portion of the Maturity
Payment or Accelerated Maturity Payment, as the case may be, any other distribution that is
required to be made on the Certificates in respect of any interest paid on the Securities or any
other sums payable under the terms of the Certificates or the extension of time



11









 







for the performance of any other obligation under, arising out of, or in connection with, the
Certificates;



          (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce,
assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the
terms of the Certificates, or any action on the part of the Issuer granting indulgence or extension
of any kind;



          (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;



          (e) any invalidity of, or defect or deficiency in, the Certificates;



          (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or



          (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations
of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.



          There shall be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.



SECTION 5.4 Guarantee of Payment




          This Certificate Guarantee creates a guarantee of payment and not of collection.



SECTION 5.5 Subrogation




          The Guarantor shall be subrogated to all rights of the Holders of Certificates and the
Certificate Guarantee Trustee against the Issuer, as applicable, in respect of any amounts paid to
such Holders by the Guarantor pursuant to the provisions of this Certificate Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Maturity Payment or the Accelerated
Maturity Payment, as the case may be, any other distribution that is required to be made on the
Certificates in respect of any interest paid on the Securities and any other sums payable in
respect of all Certificates issued under the Declaration shall have been paid in full.



SECTION 5.6 Independent Obligations




          The Guarantor acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Certificates, and that the Guarantor shall be liable as principal
and as debtor hereunder to make Guarantee Payments pursuant to the terms of this



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Certificate Guarantee notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.



ARTICLE VI

CITIGROUP GUARANTEE




SECTION 6.1 Citigroup Guarantee




          Citigroup does hereby fully and unconditionally guarantee (the “Citigroup Guarantee”) to the
Holders the payment of the Guarantee Payments when due, in accordance with the provisions of this
Certificate Guarantee.



SECTION 6.2 Waiver of Notice and Demand




          Citigroup hereby waives notice of acceptance of the Citigroup Guarantee and of default of
performance by the Guarantor, and hereby agrees that payment under the Citigroup Guarantee shall be
subject to no condition other than the giving of a written request for payment, stating the fact of
default of performance, at the address provided in Section 10.4(c). This Citigroup Guarantee is a
guarantee of payment and not of collection.



SECTION 6.3 Obligations Not Affected 




          The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (a)
any extension, amendment, modification or renewal of the Certificates; (b) any waiver of any event
of default, extension of time or failure to enforce any of the Certificates; or (c) any extension,
moratorium or other relief granted to the Issuer or the Guarantor pursuant to any applicable law or
statute.



SECTION 6.4 Address for Payment




          Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of
the Holders, at the same address as the Issuer is obligated to make payment.



SECTION 6.5 Waiver of Defense




          (a) Subject to Section 6.5(b) below, Citigroup hereby agrees that



          (i) the Guarantee Payments will be paid strictly in accordance with the terms of this
Certificate Guarantee, regardless of the value, genuineness, validity, regularity or enforceability
of the Certificates, and of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Certificate Guarantee Trustee with
respect thereto, and



          (ii) the liability of Citigroup to the extent herein set forth shall be absolute and
unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset,
counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup)
whether by reason of any claim of any character whatsoever, including, without limitation, any



13









 







claim of waiver, release, surrender, alteration or compromise, or by reason of any liability
at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or
otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether
resulting from default, willful misconduct, negligence or otherwise, and without limiting the
foregoing, irrespective of:




     (A) any lack of validity or enforceability of any agreement or instrument relating to
the Certificates;




     (B) any change in the time, manner or place of payment of, or in any other term in
respect of, all or any of the Certificates, or any other amendment or waiver of or consent
to any departure from any other agreement relating to any Certificate;




     (C) any increase in, addition to, exchange or release of, or nonperfection of any lien
on or security interest in, any collateral, or any release or amendment or waiver of or
consent to any departure from or failure to enforce any other guarantee, for all or any of
the indebtedness;




     (D) any other circumstance that might otherwise constitute a defense available to, or a
discharge of, the Issuer and/or the Guarantor in respect of the Certificates;




     (E) the absence of any action on the part of the Certificate Guarantee Trustee to
obtain payment of the Certificates from the Issuer and/or the Guarantor;




     (F) any insolvency, bankruptcy, reorganization or dissolution, or any similar
proceeding of the Guarantor, including, without limitation, rejection of the Certificates in
such bankruptcy; or




     (G) the absence of notice or any delay in any action to enforce any Certificate or to
exercise any right or remedy against the Issuer, the Guarantor or Citigroup, whether
hereunder, under any Certificate or any agreement or any indulgence, compromise or extension
granted.



          (b) Notwithstanding anything to the contrary in this Certificate Guarantee, Citigroup does not
waive any defense that would be available to the Issuer and/or the Guarantor based on, among other
things, a breach, default or misrepresentation by the Certificate Guarantee Trustee, or failure of
any condition to the Issuer’s and/or the Guarantor’s obligations under the Declaration or this
Certificate Guarantee, or the illegality of any provision of the Declaration or this Certificate
Guarantee.



SECTION 6.6 Partial Payment




          Citigroup further agrees that, to the extent that the Issuer, the Guarantor or Citigroup makes
a payment or payments to the Holders, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to
be repaid to the Issuer, the Guarantor or Citigroup or their respective estate, trustee, receiver
or any other party under any federal bankruptcy laws, state or federal law, common law



14









 







or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee
and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the date such initial payment, reduction or
satisfaction occurred.



SECTION 6.7 Subrogation




          Citigroup shall be subrogated to all rights of the Holders of Certificates and the Certificate
Guarantee Trustee against the Issuer and the Guarantor, as applicable, in respect of any amounts
paid to such Holders by Citigroup pursuant to the provisions of the Citigroup Guarantee; provided,
however, that Citigroup shall not be entitled to enforce, or to receive any payments arising out of
or based upon such right of subrogation until the Maturity Payment or the Accelerated Maturity
Payment, as the case may be, any other distribution that is required to be made on the Certificates
in respect of any interest paid on the Securities and any other sums payable in respect of all
Certificates issued under the Declaration shall have been paid in full.



ARTICLE VII

RIGHTS OF HOLDERS




SECTION 7.1 Rights of Holders




          (a) The Holders of a Majority of the Certificates have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Certificate Guarantee
Trustee in respect of this Certificate Guarantee or exercising any trust or power conferred upon
the Certificate Guarantee Trustee under this Certificate Guarantee.



          (b) If the Certificate Guarantee Trustee fails to enforce its rights under this Certificate
Guarantee, any Holder may directly institute a legal proceeding against the Guarantor or Citigroup,
as applicable, to enforce the Certificate Guarantee Trustee’s rights under this Certificate
Guarantee, without first instituting a legal proceeding against the Issuer, the Certificate
Guarantee Trustee or any other Person or entity.



          (c) A Holder of Certificates may also directly institute a legal proceeding against the
Guarantor or Citigroup, as applicable, to enforce such Holder’s right to receive payment under this
Certificate Guarantee without first (i) directing the Certificate Guarantee Trustee to enforce the
terms of this Certificate Guarantee or (ii) instituting a legal proceeding directly against the
Issuer or any other Person or entity.



ARTICLE VIII

TERMINATION




SECTION 8.1 Termination




          This Certificate Guarantee shall terminate upon the earliest to occur of (a) full payment of
the Maturity Payment, (b) full payment of the Accelerated Maturity Payment on an Accelerated
Maturity Date to the Holders of the Certificates and the Common Securities and (c) full payment of
the amounts payable in accordance with the Declaration upon liquidation of the



15









 







Issuer. Notwithstanding the foregoing, this Certificate Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder must restore payment
of any sums paid under the Certificates or under this Certificate Guarantee.



ARTICLE IX

INDEMNIFICATION




SECTION 9.1 Exculpation




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



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



SECTION 9.2 Indemnification




          The Guarantor and Citigroup jointly and severally agree to indemnify each Indemnified Person
for, and to hold each Indemnified Person harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder.
The obligation to indemnify as set forth in this Section 9.2 shall survive the termination of this
Certificate Guarantee.



ARTICLE X

MISCELLANEOUS




SECTION 10.1 Successors and Assigns




          All guarantees and agreements contained in this Certificate Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of each of the Guarantor and Citigroup
and shall inure to the benefit of the Holders of the Certificates then outstanding.



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SECTION 10.2 Amendments




          Except with respect to any changes that do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Certificate Guarantee may be amended only
with the prior approval of the Holders of not less than a Majority of the Certificates. The
provisions of Section 12.2 of the Declaration with respect to meetings of Holders apply to the
giving of such approval.



SECTION 10.3 Merger, Consolidation and Sale of Assets




          (a) Neither the Guarantor nor Citigroup will consolidate with any other entity or accept a
merger of any other entity into the Guarantor or Citigroup, as applicable, or permit the Guarantor
or Citigroup, as applicable, to be merged into any other entity, or sell other than for cash or
lease all or substantially all its assets to another entity, or purchase all or substantially all
the assets of another entity, unless (i) either the Guarantor or Citigroup, as applicable, shall be
the continuing entity, or the successor, transferee or lessee entity (if other than the Guarantor
or Citigroup, as applicable) shall expressly assume, by Certificate guarantee agreement
supplemental hereto satisfactory to the Certificate Guarantee Trustee, executed and delivered by
such entity prior to or simultaneously with such consolidation, merger, sale or lease, the full,
irrevocable and unconditional guarantee of the payment of the Guarantee Payments when due, and the
performance and observance of all other obligations of the Guarantor or Citigroup, as applicable,
to the Holders and the Certificate Guarantee Trustee under this Certificate Guarantee, all in
accordance with the terms hereof; and (ii) immediately after such consolidation, merger, sale,
lease or purchase the Guarantor or Citigroup, as applicable, or the successor, transferee or lessee
entity (if other than the Guarantor or Citigroup, as applicable), would not be in default in the
performance of any covenant or condition of this Certificate Guarantee. A purchase by a subsidiary
of all or substantially all of the assets of another entity shall not be deemed to be a purchase of
such assets by the Guarantor or Citigroup, as applicable.



          (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or
lease of all or substantially all of the assets of the Guarantor or Citigroup, as applicable, in
accordance with this Section 10.3, the successor entity formed by such consolidation or into or
with which the Guarantor or Citigroup, as applicable, is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Guarantor or Citigroup, as applicable, under this Certificate Guarantee with the
same effect as if such successor entity had been named as the Guarantor or Citigroup, as
applicable, herein, and thereafter, except in the case of a lease, the predecessor Guarantor or
Citigroup, as applicable, shall be relieved of all obligations and covenants under this Certificate
Guarantee.



SECTION 10.4 Notices




          All notices provided for in this Certificate Guarantee shall be in writing, duly signed by the
party giving such notice, and shall be delivered, telecopied or mailed by first class mail postage
prepaid as follows:



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          (a) If given to the Certificate Guarantee Trustee, at the Certificate Guarantee Trustee’s
mailing address set forth below (or such other address as the Certificate Guarantee Trustee may
give notice of to the Holders):


U.S. Bank National Association

100 Wall Street, 16th Floor,

New York, New York 10005

Attention: Marlene J. Fahey — Safety First Trust Series [2008-6]




          (b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such
other address as the Guarantor may give notice of to the Holders):


Citigroup Funding Inc.

388 Greenwich Street

New York, New York 10013




          (c) If given to Citigroup, at Citigroup’s mailing address set forth below (or such other
address as Citigroup may give notice of to the Holders):


Citigroup Inc.

Office of Corporate Treasury

153 East 53rd Street, 5th Floor

New York, New York 10043

Attention: Treasurer




          (d) If given to any Holder, at the address set forth on the books and records of the Issuer.



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



SECTION 10.5 Benefit




          This Certificate Guarantee is solely for the benefit of the Holders of the Certificates and,
subject to Section 3.l(a), is not separately transferable from the Certificates.



SECTION 10.6 Governing Law




          THIS CERTIFICATE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS
WITHOUT REGARD FOR THE PRINCIPLES OF ITS CONFLICTS OF LAWS.




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          THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.



	 	 	 	 	 
	 	CITIGROUP FUNDING INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Geoffrey S. Richards 	 
	 	 	Title:  	Executive Vice President and Assistant
Treasurer 	 
	 



	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	John Trohan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

     Certificate Guarantee Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	Marlene J. Fahey 	 
	 	 	Title:  	Vice President