ex4_1.htm


    Exhibit
      4.1

    


    


    


    


    


    _________________

    


    AMENDED
      AND RESTATED DECLARATION

     

    OF
      TRUST

     

    CITIGROUP
      CAPITAL XXI

     

    Dated
      as of  December 21, 2007

    


    


    


    


    _________________

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    TABLE
      OF
      CONTENTS

     

    
      
        	
                ARTICLE
                  I INTERPRETATION AND DEFINITIONS

                
                

              
	
                SECTION
                  1.1 Definitions.

                
                

              	
                1

                
                

              
	
                ARTICLE
                  II TRUST INDENTURE ACT

                
                

              	 
	
                SECTION
                  2.1 Trust Indenture Act; Application.

                
                

              	
                7

                
                

              
	
                SECTION
                  2.2 Lists of Holders of Securities.

                
                

              	
                7

                
                

              
	
                SECTION
                  2.3 Reports by the Institutional Trustee.

                
                

              	
                7

                
                

              
	
                SECTION
                  2.4 Periodic Reports to Institutional Trustee.

                
                

              	
                8

                
                

              
	
                SECTION
                  2.5 Evidence of Compliance with Conditions Precedent.

                
                

              	
                8

                
                

              
	
                SECTION
                  2.6 Defaults; Waiver.

                
                

              	
                8

                
                

              
	
                SECTION
                  2.7 Default; Notice.

                
                

              	
                9

                
                

              
	
                ARTICLE
                  III ORGANIZATION

                
                

              	 
	
                SECTION
                  3.1 Name.

                
                

              	
                10

                
                

              
	
                SECTION
                  3.2 Office.

                
                

              	
                10

                
                

              
	
                SECTION
                  3.3 Purpose.

                
                

              	
                10

                
                

              
	
                SECTION
                  3.4 Authority.

                
                

              	
                10

                
                

              
	
                SECTION
                  3.5 Title to Property of the Trust.

                
                

              	
                11

                
                

              
	
                SECTION
                  3.6 Powers and Duties of the Regular Trustees.

                
                

              	
                11

                
                

              
	
                SECTION
                  3.7 Prohibition of Actions by the Trust and the Trustees.

                
                

              	
                13

                
                

              
	
                SECTION
                  3.8 Powers and Duties of the Institutional Trustee.

                
                

              	
                14

                
                

              
	
                SECTION
                  3.9 Certain Duties and Responsibilities of the Institutional
                  Trustee.

                
                

              	
                16

                
                

              
	
                SECTION
                  3.10 Certain Rights of Institutional Trustee.

                
                

              	
                17

                
                

              
	
                SECTION
                  3.11 Delaware Trustee.

                
                

              	
                19

                
                

              
	
                SECTION
                  3.12 Execution of Documents.

                
                

              	
                20

                
                

              
	
                SECTION
                  3.13 Not Responsible for Recitals or Issuance of Securities.

                
                

              	
                20

                
                

              
	
                SECTION
                  3.14 Duration of Trust.

                
                

              	
                20

                
                

              
	
                SECTION
                  3.15 Mergers.

                
                

              	
                20

                
                

              
	
                ARTICLE
                  IV SPONSOR

                
                

              	 
	
                SECTION
                  4.1 Sponsor's Purchase of Common Securities.

                
                

              	
                22

                
                

              
	
                SECTION
                  4.2 Responsibilities of the Sponsor.

                
                

              	
                22

                
                

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                ARTICLE
                  V TRUSTEES

                
                

              	 
	
                SECTION
                  5.1 Number of Trustees.

                
                

              	
                22

                
                

              
	
                SECTION
                  5.2 Delaware Trustee.

                
                

              	
                23

                
                

              
	
                SECTION
                  5.3 Institutional Trustee; Eligibility.

                
                

              	
                23

                
                

              
	
                SECTION
                  5.4 Qualifications of Regular Trustees and Delaware Trustee
                  Generally.

                
                

              	
                24

                
                

              
	
                SECTION
                  5.5 Initial Trustees; Additional Powers of Regular Trustees.

                
                

              	
                24

                
                

              
	
                SECTION
                  5.6 Appointment, Removal and Resignation of Trustees.

                
                

              	
                25

                
                

              
	
                SECTION
                  5.7 Vacancies among Trustees.

                
                

              	
                27

                
                

              
	
                SECTION
                  5.8 Effect of Vacancies.

                
                

              	
                27

                
                

              
	
                SECTION
                  5.9 Meetings.

                
                

              	
                27

                
                

              
	
                SECTION
                  5.10 Delegation of Power.

                
                

              	
                27

                
                

              
	
                SECTION
                  5.11 Merger, Conversion, Consolidation or Succession to
                  Business.

                
                

              	
                28

                
                

              
	
                ARTICLE
                  VI DISTRIBUTIONS

                
                

              	 
	
                SECTION
                  6.1 Distributions.

                
                

              	
                28

                
                

              
	
                ARTICLE
                  VII ISSUANCE OF SECURITIES

                
                

              	 
	
                SECTION
                  7.1 General Provisions Regarding Securities.

                
                

              	
                28

                
                

              
	
                ARTICLE
                  VIII TERMINATION OF TRUST

                
                

              	 
	
                SECTION
                  8.1 Termination of Trust.

                
                

              	
                29

                
                

              
	
                ARTICLE
                  IX TRANSFER OF INTERESTS

                
                

              	 
	
                SECTION
                  9.1 Transfer of Securities.

                
                

              	
                30

                
                

              
	
                SECTION
                  9.2 Transfer of Certificates.

                
                

              	
                31

                
                

              
	
                SECTION
                  9.3 Deemed Security Holders.

                
                

              	
                31

                
                

              
	
                SECTION
                  9.4 Book Entry Interests.

                
                

              	
                31

                
                

              
	
                SECTION
                  9.5 Notices to Clearing Agency.

                
                

              	
                32

                
                

              
	
                SECTION
                  9.6 Appointment of Successor Clearing Agency.

                
                

              	
                32

                
                

              
	
                SECTION
                  9.7 Definitive Capital Security Certificates.

                
                

              	
                32

                
                

              
	
                SECTION
                  9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

                
                

              	
                33

                
                

              
	
                ARTICLE
                  X LIMITATION OF LIABILITY OF HOLDERS OF  SECURITIES, TRUSTEES OR
                  OTHERS

                
                

              	 
	
                SECTION
                  10.1 Liability.

                
                

              	
                33

                
                

              
	
                SECTION
                  10.2 Exculpation.

                
                

              	
                34

                
                

              
	
                SECTION
                  10.3 Fiduciary Duty.

                
                

              	
                34

                
                

              
	
                SECTION
                  10.4 Indemnification.

                
                

              	
                35

                
                

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        	
                SECTION
                  10.5 Outside Businesses.

                
                

              	
                37

                
                

              
	
                ARTICLE
                  XI ACCOUNTING

                
                

              	 
	
                SECTION
                  11.1 Fiscal Year.

                
                

              	
                38

                
                

              
	
                SECTION
                  11.2 Certain Accounting Matters.

                
                

              	
                38

                
                

              
	
                SECTION
                  11.3 Banking.

                
                

              	
                39

                
                

              
	
                SECTION
                  11.4 Withholding.

                
                

              	
                39

                
                

              
	
                ARTICLE
                  XII AMENDMENTS AND MEETINGS

                
                

              	 
	
                SECTION
                  12.1 Amendments.

                
                

              	
                39

                
                

              
	
                SECTION
                  12.2 Meetings of the Holders of Securities; Action by Written
                  Consent.

                
                

              	
                41

                
                

              
	
                ARTICLE
                  XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE
                  TRUSTEE

                
                

              	 
	
                SECTION
                  13.1 Representations and Warranties of Institutional Trustee.

                
                

              	
                42

                
                

              
	
                SECTION
                  13.2 Representations and Warranties of Delaware Trustee.

                
                

              	
                43

                
                

              
	
                ARTICLE
                  XIV MISCELLANEOUS

                
                

              	 
	
                SECTION
                  14.1 Notices.

                
                

              	
                44

                
                

              
	
                SECTION
                  14.2 Governing Law.

                
                

              	
                45

                
                

              
	
                SECTION
                  14.3 Intention of the Parties.

                
                

              	
                45

                
                

              
	
                SECTION
                  14.4 Headings.

                
                

              	
                45

                
                

              
	
                SECTION
                  14.5 Successors and Assigns.

                
                

              	
                45

                
                

              
	
                SECTION
                  14.6 Partial Enforceability.

                
                

              	
                45

                
                

              
	
                SECTION
                  14.7 Counterparts

                
                

              	
                45

                
                

              
	 	 


      

      


      ANNEX
        I                  
TERMS OF
        SECURITIES                                                     
I-1

      EXHIBIT
        A-1             FORM
        OF CAPITAL SECURITY
        CERTIFICATE           
A1-1

      EXHIBIT
        A-2             FORM
        OF COMMON SECURITY CERTIFICATE        
A2-1

      EXHIBIT
        B                 SPECIMEN
        OF
        DEBENTURE                                           
B-1

      EXHIBIT
        C                 UNDERWRITING
        AGREEMENT                                      
C-1

       

      
 

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      CROSS-REFERENCE
        TABLE*

       

       

      
        	
                Section
                  of

                Trust
                  Indenture Act

                of
                  1939, as
                  amended

              	
                Section
                  of
                  Declaration

              
	 	 
	 	 
	 	 
	
                310(a)

              	
                5.3(a)

              
	
                310(c)

              	
                Inapplicable

              
	
                311(c)

              	
                Inapplicable

              
	
                312(a)

              	
                2.2(a)

              
	
                312(b)

              	
                2.2(b)

              
	
                313

              	
                2.3

              
	
                314(a)

              	
                2.4

              
	
                314(b)

              	
                Inapplicable

              
	
                314(c)

              	
                2.5

              
	
                314(d)

              	
                Inapplicable

              
	
                314(f)

              	
                Inapplicable

              
	
                315(a)

              	
                3.9(b)

              
	
                315(c)

              	
                3.9(a)

              
	
                315(d)

              	
                3.9(a)

              
	
                316(a)

              	
                Annex
                  I

              
	
                316(c)

              	
                3.6(e)

              


      

    

     

    __________________

    
      	
               

              *

            	
               

              This
                Cross-Reference Table does not constitute part of the Declaration
                and
                shall not affect the interpretation of any of its terms or provisions.
                

            


    

    


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    AMENDED
      AND RESTATED

     

    DECLARATION
      OF TRUST

     

    OF

     

    CITIGROUP
      CAPITAL XXI

     

        December
      21, 2007

     

     

    AMENDED
      AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of
      December 21, 2007, by the Trustees (as defined herein), the Sponsor (as defined
      herein) and by the holders, from time to time, of undivided beneficial interests
      in the assets of the Trust to be issued pursuant to this
      Declaration;

     

    WHEREAS,
      the Trustees and the Sponsor established Citigroup Capital XXI (the "Trust"),
      a
      trust under the Statutory Trust Act (as defined herein) pursuant to a
      Declaration of Trust dated as of April 20, 2007 (the "Original Declaration")
      and
      a Certificate of Trust filed with the Secretary of State of the State of
      Delaware on April 20, 2007 for the sole purpose of issuing and selling certain
      securities representing undivided beneficial interests in the assets of the
      Trust and investing the proceeds thereof in certain Debentures of the Debenture
      Issuer;

     

    WHEREAS,
      as of the date hereof, no interests in the Trust have been issued;

     

    WHEREAS,
      all of the Trustees and the Sponsor, by this Declaration, amend and restate
      each
      and every term and provision of the Original Declaration.

     

    NOW,
      THEREFORE, it being the intention of the parties hereto to continue the Trust
      as
      a statutory trust under the Statutory Trust Act and that this Declaration
      constitute the governing instrument of such statutory trust, the Trustees
      declare that all assets contributed to the Trust will be held in trust for
      the
      benefit of the holders, from time to time, of the securities representing
      undivided beneficial interests in the assets of the Trust issued hereunder,
      subject to the provisions of this Declaration.

     

    ARTICLE
      I

    INTERPRETATION
      AND DEFINITIONS

     

    SECTION
      1.1 Definitions.

     

    Unless
      the context otherwise requires:

     

    (a) Capitalized
      terms used in this
      Declaration 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
      Declaration has the same meaning throughout;

     

    (c) all
      references to "the Declaration" or
      "this Declaration" are to this Declaration as modified, supplemented or amended
      from time to time;

     

    (d) all
      references in this Declaration to
      Articles and Sections and Annexes and Exhibits are to Articles and Sections
      of
      and Annexes and Exhibits to this Declaration unless otherwise
      specified;

     

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

     

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

     

    "Affiliate"
      has the
      same meaning as given to that term in Rule 405 of the Securities Act or any
      successor rule thereunder.

     

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

     

    "Book
      Entry Interest"
      means a beneficial interest in a Global Certificate, ownership and transfers
      of
      which shall be maintained and made through book entries by a Clearing Agency
      as
      described in Section 9.4.

     

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

     

    "Capital
      Securities
      Guarantee" means the guarantee agreement dated as of  December
      21, 2007, of the Sponsor in respect of the Capital Securities.

     

    "Capital
      Security" has
      the meaning specified in Section 7.1.

     

    "Capital
      Security Beneficial
      Owner" means, with respect to a Book Entry Interest, a Person who is the
      beneficial owner of such Book Entry Interest, as reflected on the books of
      the
      Clearing Agency, or on the books of a Person maintaining an account with such
      Clearing Agency (directly as a Clearing Agency Participant or as an indirect
      participant, in each case in accordance with the rules of such Clearing
      Agency).

     

    "Capital
      Security
      Certificate" means a certificate representing a Capital Security
      substantially in the form of Exhibit A-1.

     

    "Certificate"
      means a
      Common Security Certificate or a Capital Security Certificate.

     

    "Citigroup"
      means
      Citigroup Inc., a Delaware corporation.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Clearing
      Agency"
      means an organization registered as a "Clearing Agency" pursuant to Section
      17A
      of the Exchange Act that is acting as depositary for the Capital Securities
      and
      in whose name or in the name of a nominee of that organization shall be
      registered a Global Certificate and which shall undertake to effect book entry
      transfers and pledges of the Capital Securities.

     

    "Clearing
      Agency
      Participant" means a broker, dealer, bank, other financial institution or
      other Person for whom from time to time the Clearing Agency effects book entry
      transfers and pledges of securities deposited with the Clearing
      Agency.

     

    "Closing
      Date" means
      December 21, 2007.

     

    "Code"
      means the
      Internal Revenue Code of 1986, as amended from time to time, or any successor
      legislation.

     

    "Commission"
      means the
      Securities and Exchange Commission.

     

    "Common
      Security" has
      the meaning specified in Section 7.1.

     

    "Common
      Security
      Certificate" means a definitive certificate in fully registered form
      representing a Common Security substantially in the form of Exhibit
      A-2.

     

    "Company
      Indemnified
      Person" means (a) any Regular Trustee; (b) any Affiliate of any Regular
      Trustee; (c) any officers, directors, shareholders, members, partners,
      employees, representatives or agents of any Regular Trustee; or (d) any officer,
      employee or agent of the Trust or its Affiliates.

     

    "Corporate
      Trust
      Office" means the office of the Institutional Trustee at which the
      corporate trust business of the Institutional Trustee shall, at any particular
      time, be principally administered, which office at the date of execution of
      this
      Declaration is located at 101 Barclay Street-8W, New York, New York
      10286.

     

    "Covered
      Person"
      means: (a) any officer, director, shareholder, partner, member, representative,
      employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b)
      any
      Holder of Securities.

     

    "Debenture
      Issuer"
      means Citigroup Inc. (or the Sponsor) in its capacity as issuer of the
      Debentures under the Indenture.

     

    "Debenture
      Trustee"
      means The Bank of New York, as trustee under the Indenture until a successor
      is
      appointed thereunder, and thereafter means such successor trustee.

     

    "Debentures"
      means the
      series of Debentures to be issued by the Debenture Issuer under the Indenture
      to
      be held by the Institutional Trustee, a specimen certificate for such series
      of
      Debentures being Exhibit B.

     

    "Default"
      in respect
      of the Securities means a Default (as defined in the Indenture) has occurred
      and
      is continuing in respect of the Debentures.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Definitive
      Capital Security
      Certificates" has the meaning set forth in Section 9.4.

     

    "Delaware
      Trustee" has
      the meaning set forth in Section 5.2.

     

    "Distribution"
      has the
      meaning set forth in Section 6.1.

     

    "DTC"
      means the
      Depository Trust Company, the initial Clearing Agency.

     

    "Exchange
      Act" means
      the Securities Exchange Act of 1934, as amended from time to time, or any
      successor legislation.

     

    "Fiduciary
      Indemnified
      Person" has the meaning set forth in Section 10.4(b).

     

    "Global
      Certificate"
      has the meaning set forth in Section 9.4.

     

    "Holder"
      means a
      Person in whose name a Certificate representing a Security is registered, such
      Person being a beneficial owner within the meaning of the Statutory Trust
      Act.

     

    "Indemnified
      Person"
      means a Company Indemnified Person or a Fiduciary Indemnified
      Person.

     

    "Indenture"
      means the
      Indenture, dated as of [June 28, 2007] (as supplemented from time to time),
      between the Debenture Issuer and the Debenture Trustee, pursuant to which the
      Debentures are to be issued.

     

    "Institutional
      Trustee" means the Trustee meeting the eligibility requirements set forth
      in Section 5.3.

     

    "Institutional
      Trustee
      Account" has the meaning set forth in Section 3.8(c).

     

    "Investment
      Company"
      means an investment company as defined in the Investment Company
      Act.

     

    "Investment
      Company
      Act" means the Investment Company Act of 1940, as amended from time to
      time, or any successor legislation.

     

    "Investment
      Company
      Event" has the meaning set forth in Annex I hereto.

     

    "Legal
      Action" has the
      meaning set forth in Section 3.6(g).

     

    "Majority
      in liquidation
      amount of the Securities" means, except as provided in the terms of the
      Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding
      Securities voting together as a single class or, as the context may require,
      Holders of outstanding Capital Securities or Holders of outstanding Common
      Securities voting separately as a class, who are the record owners of an
      aggregate liquidation amount representing more than 50% of the aggregate
      liquidation amount (including the stated amount that would be paid on
      redemption, liquidation or otherwise, plus accrued and unpaid Distributions
      to
      the date upon which the voting percentages are determined) of all outstanding
      Securities of the relevant class.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Officers'
      Certificate" means, with respect to any Person, a certificate signed by
      two Authorized Officers of such Person; provided that only one Authorized
      Officer of the Trust is required to sign on behalf of the Trust any Officers’
Certificate delivered pursuant to Section 2.5 of this
      Declaration.  Any Officers' Certificate delivered with respect to
      compliance with a condition or covenant provided for in this Declaration 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.

     

    "Paying
      Agent" has the
      meaning specified in Section 3.8(h).

     

    "Payment
      Amount" has
      the meaning specified in Section 6.1.

     

    "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.

     

    "Quorum"
      means any one
      Regular Trustee or, if there is only one Regular Trustee, such Regular
      Trustee.

     

    "Regular
      Trustee" has
      the meaning specified in Section 5.1.

     

    "Regulatory
      Capital
      Event" has the meaning set forth in Annex I hereto.

     

    "Related
      Party" means,
      with respect to the Sponsor, any direct or indirect wholly owned subsidiary
      of
      the Sponsor or any other Person that owns, directly or indirectly, 100% of
      the
      outstanding voting securities of the Sponsor.

     

    "Responsible
      Officer"
      means, with respect to the Institutional Trustee, any officer within the
      Corporate Trust Office of the Institutional Trustee with direct responsibility
      for the administration of this Declaration 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.

     

    "Rule
      3a-5" means Rule
      3a-5 under the Investment Company Act.

     

    "Securities"
      means the
      Common Securities and the Capital Securities.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Securities
      Act" means
      the Securities Act of 1933, as amended from time to time, or any successor
      legislation.

     

    "Special
      Event" has
      the meaning set forth in Annex I hereto.

     

    "Sponsor"
      means
      Citigroup Inc. or any successor entity in a merger, consolidation or
      amalgamation, in its capacity as sponsor of the Trust.

     

    "Statutory
      Trust Act"
      means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq.,
      as it may be amended from time to time, or any successor
      legislation.

     

    "Successor
      Delaware
      Trustee" has the meaning set forth in Section 5.6.

     

    "Successor
      Entity" has
      the meaning set forth in Section 3.15(b).

     

    "Successor
      Institutional
      Trustee" has the meaning set forth in Section 5.6.

     

    "Successor
      Securities"
      has the meaning set forth in Section 3.15(b).

     

    "Super
      Majority" has
      the meaning set forth in Section 2.6(a)(ii).

     

    "Tax
      Event" has the
      meaning set forth in Annex I hereto.

     

    "10%
      in liquidation amount of
      the Securities" means, except as provided in the terms of the Capital
      Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities
      voting together as a single class or, as the context may require, Holders of
      outstanding Capital Securities or Holders of outstanding Common Securities
      voting separately as a class, who are the record owners of an aggregate
      liquidation amount representing 10% or more of the aggregate liquidation amount
      (including the stated amount that would be paid on redemption, liquidation
      or
      otherwise, plus accrued and unpaid Distributions to the date upon which the
      voting percentages are determined) of all outstanding Securities of the relevant
      class.

     

    "Treasury
      Regulations"
      means the income tax regulations, including temporary and proposed regulations,
      promulgated under the Code by the United States Treasury, as such regulations
      may be amended from time to time (including corresponding provisions of
      succeeding regulations).

     

    "Trustee"
      or "Trustees" means each
      Person who has signed this Declaration as a trustee, so long as such Person
      shall continue in office in accordance with the terms hereof, and all other
      Persons who may from time to time be duly appointed, qualified and serving
      as
      Trustees in accordance with the provisions hereof, and references herein to
      a
      Trustee or the Trustees shall refer to such Person or Persons solely in their
      capacity as trustees hereunder.

     

    "Trust
      Indenture Act"
      means the Trust Indenture Act of 1939, as amended from time to time, or any
      successor legislation.

     

    "Underwriting
      Agreement" means the Underwriting Agreement for the offering and sale of
      Capital Securities in the form of Exhibit C.

     

    
      
        
        

      

      
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    ARTICLE
      II           

    TRUST
      INDENTURE ACT

     

    SECTION
      2.1 Trust
      Indenture Act; Application.

     

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

     

    (b) The
      Institutional Trustee shall be the
      only Trustee that is a Trustee for the purposes of the Trust Indenture
      Act.

     

    (c) If
      and to the extent that any provision
      of this Declaration limits, qualifies or conflicts with the duties imposed
      by §§
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
      control.

     

    (d) The
      application of the Trust Indenture
      Act to this Declaration shall not affect the nature of the Securities as equity
      securities representing undivided beneficial interests in the assets of the
      Trust.

     

    SECTION
      2.2 Lists
      of
      Holders of Securities.

     

    (a) Each
      of the Sponsor and the Regular
      Trustees on behalf of the Trust shall provide the Institutional Trustee (i)
      within 14 days after each record date for payment of Distributions, a list,
      in
      such form as the Institutional Trustee may reasonably require, of the names
      and
      addresses of the Holders of the Securities ("List of Holders") as of such record
      date, provided, that neither the Sponsor nor the Regular Trustees on behalf
      of
      the Trust shall 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 Institutional Trustee by the Sponsor and the Regular Trustees on behalf
      of
      the Trust, and (ii) at any other time, within 30 days of receipt by the Trust
      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 Institutional Trustee.  The
      Institutional Trustee shall preserve, in as current a form as is reasonably
      practicable, all information contained in Lists of Holders given to it or which
      it receives in the capacity as Paying Agent (if acting in such capacity),
      provided, that the Institutional Trustee may destroy any List of Holders
      previously given to it on receipt of a new List of Holders.

     

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

     

    SECTION
      2.3 Reports
      by
      the Institutional Trustee.

     

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

     

     

    
      
        
        

      

      
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    SECTION
      2.4 Periodic
      Reports to Institutional Trustee.

     

    Each
      of the Sponsor and the Regular Trustees on behalf of the Trust shall provide
      to
      the Institutional Trustee such documents, reports and information as required
      by
§ 314 of the Trust Indenture Act (if any) and the compliance certificate
      required by § 314 of the Trust Indenture Act in the form, in the manner and at
      the times required by § 314 of the Trust Indenture Act.

     

    SECTION
      2.5 Evidence
      of
      Compliance with Conditions Precedent.

     

    Each
      of the Sponsor and the Regular Trustees on behalf of the Trust shall provide
      to
      the Institutional Trustee such evidence of compliance with any conditions
      precedent provided for in this Declaration that relate to any of the matters
      set
      forth in § 314(c) of the Trust Indenture Act.  Any certificate or
      opinion required to be given by an officer pursuant to § 314(c)(1) of the
      Trust Indenture Act may be given in the form of an Officers'
      Certificate.

     

    SECTION
      2.6 Defaults;
      Waiver.

     

    (a) The
      Holders of a Majority in liquidation
      amount of Capital Securities may, by vote, on behalf of the Holders of all
      of
      the Capital Securities, waive any past Default in respect of the Capital
      Securities and its consequences, provided, that if the underlying Default under
      the Indenture:

     

    (i) is
      not waivable under the Indenture, the
      Default under the Declaration shall also not be waivable; or

     

    (ii) is
      waivable only with the consent of
      holders of more than a majority in principal amount of the Debentures (a "Super
      Majority") affected thereby, only the Holders of at least the proportion in
      aggregate liquidation amount of the Capital Securities that the relevant Super
      Majority represents of the aggregate principal amount of the Debentures
      outstanding may waive such Default in respect of the Capital Securities under
      the Declaration.

     

    The
      foregoing provisions of this Section 2.6(a) shall be in lieu of § 316(a)(1)(B)
      of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is
      hereby expressly excluded from this Declaration and the Securities, as permitted
      by the Trust Indenture Act.  Upon such waiver, any such default shall
      cease to exist, and any Default with respect to the Capital Securities arising
      therefrom shall be deemed to have been cured, for every purpose of this
      Declaration, but no such waiver shall extend to any subsequent or other default
      or a Default with respect to the Capital Securities or impair any right
      consequent thereon.  Any waiver by the Holders of the Capital
      Securities of a Default with respect to the Capital Securities shall also be
      deemed to constitute a waiver by the Holders of the Common Securities of any
      such Default with respect to the Common Securities for all purposes of this
      Declaration without any further act, vote, or consent of the Holders of the
      Common Securities.

     

    (b) The
      Holders of a Majority in liquidation
      amount of the Common Securities may, by vote, on behalf of the Holders of all
      of
      the Common Securities, waive any past Default with respect to the Common
      Securities and its consequences, provided, that if the underlying Default under
      the Indenture:

     

    
      
        
        

      

      
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    (i) is
      not waivable under the Indenture,
      except where the Holders of the Common Securities are deemed to have waived
      such
      Default under the Declaration as provided in this Section 2.6(b), the Default
      under the Declaration shall also not be waivable; or

     

    (ii) is
      waivable only with the consent of a
      Super Majority, except where the Holders of the Common Securities are deemed
      to
      have waived such Default under the Declaration as provided in this Section
      2.6(b), only the Holders of at least the proportion in aggregate liquidation
      amount of the Common Securities that the relevant Super Majority represents
      of
      the aggregate principal amount of the Debentures outstanding may waive such
      Default in respect of the Common Securities under the
      Declaration;

     

    provided,
      further each Holder of Common Securities will be deemed to have waived any
      such
      Default and all Defaults with respect to the Common Securities and its
      consequences until all Defaults with respect to the Capital Securities have
      been
      cured, waived or otherwise eliminated, and until such Defaults with respect
      to
      the Capital Securities have been so cured, waived or otherwise eliminated,
      the
      Institutional Trustee will be deemed to be acting solely on behalf of the
      Holders of the Capital Securities and only the Holders of the Capital Securities
      will have the right to direct the Institutional Trustee in accordance with
      the
      terms of the Securities.  The foregoing provisions of this Section
      2.6(b) shall be in lieu of §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust
      Indenture Act and such §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
      Act are hereby expressly excluded from this Declaration and the Securities,
      as
      permitted by the Trust Indenture Act.  Subject to the foregoing
      provisions of this Section 2.6(b), upon the waiver of a Default by the Holders
      of a Majority in liquidation amount of the Common Securities, any such default
      shall cease to exist and any Default with respect to the Common Securities
      arising therefrom shall be deemed to have been cured for every purpose of this
      Declaration, but no such waiver shall extend to any subsequent or other default
      or Default with respect to the Common Securities or impair any right consequent
      thereon.

     

    (c) A
      waiver of a Default under the
      Indenture by the Institutional Trustee at the direction of the Holders of the
      Capital Securities, constitutes a waiver of the corresponding Default under
      this
      Declaration.  The foregoing provisions of this Section 2.6(c) shall be
      in lieu of § 316(a)(1)(B) of the Trust Indenture Act and such
§ 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
      this Declaration and the Securities, as permitted by the Trust Indenture
      Act.

     

    SECTION
      2.7 Default;
      Notice.

     

    (a) The
      Institutional Trustee shall, within
      90 days after the occurrence of a Default, transmit by mail, first class postage
      prepaid, to the Holders of the Securities, notices of (i) all defaults with
      respect to the Securities actually known to a Responsible Officer of the
      Institutional Trustee, unless such defaults have been cured before the giving
      of
      such notice (the term "defaults" for the purposes of this Section 2.7(a) being
      hereby defined to be a Default as defined in the Indenture, not including any
      periods of grace provided for therein and irrespective 

     

     

    
      
        
        

      

      
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    of
      the giving of any notice provided
      therein) and (ii) any notice of default received from the Indenture Trustee
      with
      respect to the Debentures, which notice from the Institutional Trustee to the
      Holders shall state that a Default under the Indenture also constitutes a
      Default with respect to the Securities; provided that, except for a default
      in
      the payment of principal of (or premium, if any) or interest on any of the
      Debentures or in the payment of any sinking fund installment established for
      the
      Debentures, the Institutional Trustee shall be protected in withholding such
      notice if and so long as a Responsible Officer of the Institutional Trustee
      in
      good faith determines that the withholding of such notice is in the interests
      of
      the Holders of the Securities.

     

    (b) The
      Institutional Trustee shall not be
      deemed to have knowledge of any default except:

     

    (i) a
      default under Sections 5.7(b) and
      5.7(c) of the Indenture; or

     

    (ii) any
      default as to which the
      Institutional Trustee shall have received written notice or of which a
      Responsible Officer of the Institutional Trustee charged with the administration
      of the Declaration shall have actual knowledge.

     

    ARTICLE
      III

    ORGANIZATION

     

    SECTION
      3.1 Name.

     

    The
      Trust is named "Citigroup Capital
      XXI," as such name may be modified from time to time by the Regular Trustees
      following written notice to the Institutional Trustee, the Delaware Trustee
      and
      the Holders of Securities.  The Trust's activities may be conducted
      under the name of the Trust or any other name deemed advisable by the Regular
      Trustees.

     

    SECTION
      3.2 Office.

     

    The
      address of the principal office of the Trust is c/o Citigroup Inc., 399 Park
      Avenue, New York, NY 10043.  On ten Business Days written notice to
      the Institutional Trustee, the Delaware Trustee and the Holders of Securities,
      the Regular Trustees may designate another principal office.

     

    SECTION
      3.3 Purpose.

     

    The
      exclusive purposes and functions of the Trust are (a) to issue and sell
      Securities and use the proceeds from such sale to acquire the Debentures, and
      (b) except as otherwise limited herein, to engage in only those other activities
      necessary, or incidental thereto.  The Trust shall not borrow money,
      issue debt or reinvest proceeds derived from investments, pledge any of its
      assets, or otherwise take any action or undertake (or permit to be undertaken)
      any activity that would cause the Trust not to be classified for United States
      federal income tax purposes as a grantor trust.

     

     

    
      
        
        

      

      
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    SECTION
      3.4 Authority.

     

    Subject
      to the limitations provided in this Declaration and to the specific duties
      of
      the Institutional Trustee, the Regular Trustees shall have exclusive and
      complete authority to carry out the purposes of the Trust.  An action
      taken by the Regular Trustees in accordance with their powers shall constitute
      the act of and serve to bind the Trust and an action taken by the Institutional
      Trustee on behalf of the Trust in accordance with its powers shall constitute
      the act of and serve to bind the Trust.  In dealing with the Trustees
      acting on behalf of the Trust, no person shall be required to inquire into
      the
      authority of the Trustees to bind the Trust.  Persons dealing with the
      Trust are entitled to rely conclusively on the power and authority of the
      Trustees as set forth in this Declaration.

     

    SECTION
      3.5 Title
      to
      Property of the Trust.

     

    Except
      as provided in Section 3.8 with respect to the Debentures and the Institutional
      Trustee Account or as otherwise provided in this Declaration, legal title to
      all
      assets of the Trust shall be vested in the Trust.  The Holders shall
      not have legal title to any part of the assets of the Trust, but shall have
      an
      undivided beneficial interest in the assets of the Trust.

     

    SECTION
      3.6 Powers
      and
      Duties of the Regular Trustees.

     

    The
      Regular Trustees shall have the exclusive power, duty and authority to cause
      the
      Trust to engage in the following activities:

     

    (a) to
      issue and sell the Capital Securities
      and the Common Securities in accordance with this Declaration; provided,
      however, that the Trust may
      issue no more than one series of Capital Securities and no more than one series
      of Common Securities, and, provided
      further, that there shall
      be no interests in the Trust other than the Securities, and the issuance of
      Securities shall be limited to a simultaneous issuance of both Capital
      Securities and Common Securities on the Closing Date;

     

    (b) in
      connection with the issue and sale of
      the Capital Securities, at the direction of the Sponsor, to:

     

    (i) execute
      and file with the Commission on
      behalf of the Trust a registration statement on Form S-3 or on another
      appropriate form, or a registration statement under Rule 462(b) of the
      Securities Act, in each case prepared by the Sponsor, including any
      pre-effective or post-effective amendments thereto, relating to the registration
      under the Securities Act of the Capital Securities;

     

    (ii) execute
      and file any documents prepared
      by the Sponsor, or take any acts as determined by the Sponsor to be necessary
      in
      order to qualify or register all or part of the Capital Securities in any State
      in which the Sponsor has determined to qualify or register such Capital
      Securities for sale;

     

    (iii) execute
      and file with the Commission on
      behalf of the Trust a registration statement on Form 8-A, prepared by the
      Sponsor, including any pre-effective or post-effective amendments thereto,
      relating to the registration of the Capital Securities under Section 12(b)
      of
      the Exchange Act; and

     

     

    
      
        
        

      

      
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    (iv) deliver
      the Underwriting Agreement
      providing for the sale of the Capital Securities;

     

    (c) to
      acquire the Debentures with the
      proceeds of the sale of the Capital Securities and the Common Securities;
      provided, however, that the Regular Trustees shall cause legal title to the
      Debentures to be held of record in the name of the Institutional Trustee for
      the
      benefit of the Holders of the Capital Securities and the Holders of Common
      Securities;

     

    (d) to
      give the Sponsor and the
      Institutional Trustee prompt written notice of the occurrence of a Special
      Event; provided, that the Regular Trustees shall consult with the Sponsor and
      the Institutional Trustee before taking or refraining from taking any
      ministerial action in relation to a Special Event;

     

    (e) to
      establish a record date with respect
      to all actions to be taken hereunder that require a record date be established,
      including and with respect to, for the purposes of §316(c) of the Trust
      Indenture Act, Distributions, voting rights, redemptions and exchanges, and
      to
      issue relevant notices to the Holders of Capital Securities and Holders of
      Common Securities as to such actions and applicable record
      dates;

     

    (f) to
      take all actions and perform such
      duties as may be required of the Regular Trustees pursuant to the terms of
      the
      Securities;

     

    (g) to
      bring or defend, pay, collect,
      compromise, arbitrate, resort to legal action, or otherwise adjust claims or
      demands of or against the Trust ("Legal Action"), unless pursuant to Section
      3.8(e), the Institutional Trustee has the exclusive power to bring such Legal
      Action;

     

    (h) to
      employ or otherwise engage employees
      and agents (who may be designated as officers with titles) and managers,
      contractors, advisors, and consultants and pay reasonable compensation for
      such
      services;

     

    (i) to
      cause the Trust to comply with the
      Trust's obligations under the Trust Indenture Act;

     

    (j) to
      give the certificate required by
§ 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which
      certificate may be executed by any Regular Trustee;

     

    (k) to
      incur expenses that are necessary or
      incidental to carry out any of the purposes of the Trust;

     

    (l) to
      act as, or appoint another Person to
      act as, registrar and transfer agent for the Securities;

     

    (m) to
      give prompt written notice to the
      Holders of the Securities of any notice received from the Debenture Issuer
      of
      its election to defer payments of interest on the Debentures by extending the
      interest payment period under the Indenture;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    (n) to
      take all action that may be necessary
      or appropriate for the preservation and the continuation of the Trust's valid
      existence, rights, franchises and privileges as a statutory trust under the
      laws
      of the State of Delaware and of each other jurisdiction in which such existence
      is necessary to protect the limited liability of the Holders of the Capital
      Securities or to enable the Trust to effect the purposes for which the Trust
      was
      created;

     

    (o) to
      take any action, not inconsistent
      with this Declaration or with applicable law, that the Regular Trustees
      determine in their discretion to be necessary or desirable in carrying out
      the
      activities of the Trust as set out in this Section 3.6, including, but not
      limited to:

     

    (i) causing
      the Trust not to be deemed to be
      an Investment Company required to be registered under the Investment Company
      Act;

     

    (ii) causing
      the Trust to be classified for
      United States federal income tax purposes as a grantor trust;
      and

     

    (iii) cooperating
      with the Debenture Issuer to
      ensure that the Debentures will be treated as indebtedness of the Debenture
      Issuer for United States federal income tax purposes;

     

    provided,
      that any such
      action does not adversely affect the interests of Holders;

     

    (p) to
      take all action necessary to cause
      all applicable tax returns and tax information reports that are required to
      be
      filed with respect to the Trust to be duly prepared and filed by the Regular
      Trustees, on behalf of the Trust; and

     

    (q) to
      execute all documents or instruments,
      perform all duties and powers, and do all things for and on behalf of the Trust
      in all matters necessary or incidental to the foregoing.

     

    The
      Regular Trustees must exercise the powers set forth in this Section 3.6 in
      a
      manner that is consistent with the purposes and functions of the Trust set
      out
      in Section 3.3, and the Regular Trustees shall not take any action that is
      inconsistent with the purposes and functions of the Trust set forth in Section
      3.3.

     

    Subject
      to this Section 3.6, the Regular Trustees shall have none of the powers or
      the
      authority of the Institutional Trustee set forth in Section 3.8.

     

    Any
      expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall
      be
      reimbursed by the Debenture Issuer.

     

    SECTION
      3.7 Prohibition
      of Actions by the Trust and the Trustees.

     

    (a) The
      Trust shall not, and the Trustees
      (including the Institutional Trustee) shall not cause the Trust to, engage
      in
      any activity other than as required or authorized by this
      Declaration.  In particular, the Trust shall not:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i) invest
      any proceeds received by the
      Trust from holding the Debentures, but shall promptly distribute all such
      proceeds to Holders of Securities pursuant to the terms of this Declaration
      and
      of the Securities;

     

    (ii) acquire
      any assets other than as
      expressly provided herein;

     

    (iii) possess
      Trust property for other than a
      Trust purpose;

     

    (iv) make
      any loans or incur any
      indebtedness;

     

    (v) possess
      any power or otherwise act in
      such a way as to vary the Trust assets or the terms of the Securities in any
      way
      whatsoever;

     

    (vi) issue
      any securities or other evidences
      of beneficial ownership of, or beneficial interest in, the Trust other than
      the
      Securities; or

     

    (vii) other
      than as provided in this
      Declaration or Annex I, (A) direct the time, method and place of exercising
      any
      trust or power conferred upon the Debenture Trustee with respect to the
      Debentures, (B) waive any past Default that is waivable under the Indenture,
      (C)
      exercise any right to rescind or annul any declaration that the principal of
      all
      the Debentures shall be due and payable or (D) consent to any amendment,
      modification or termination of the Indenture or the Debentures where such
      consent shall be required unless the Trust shall have obtained an opinion of
      nationally recognized independent tax counsel experienced in such matters to
      the
      effect that as a result of such action, the Trust will not fail to be classified
      as a grantor trust for United States federal income tax
      purposes.

     

    SECTION
      3.8 Powers
      and
      Duties of the Institutional Trustee.

     

    (a) The
      legal title to the Debentures shall
      be owned by and held of record in the name of the Institutional Trustee in
      trust
      for the benefit of the Holders of the Securities.  The right, title
      and interest of the Institutional Trustee to the Debentures shall vest
      automatically in each Person who may hereafter be appointed as Institutional
      Trustee in accordance with Section 5.6.  Such vesting and cessation of
      title shall be effective whether or not conveyancing documents with regard
      to
      the Debentures have been executed and delivered.

     

    (b) The
      Institutional Trustee shall not
      transfer its right, title and interest in the Debentures to the Regular Trustees
      or to the Delaware Trustee (if the Institutional Trustee does not also act
      as
      Delaware Trustee).

     

    (c) The
      Institutional Trustee
      shall:

     

     

    
      
        
        

      

      
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    (i) establish
      and maintain a segregated
      non-interest bearing trust account (the "Institutional Trustee Account") in
      the
      name of and under the exclusive control of the Institutional Trustee on behalf
      of the Holders of the Securities and, upon the receipt of payments of funds
      made
      in respect of the Debentures held by the Institutional Trustee, deposit such
      funds into the Institutional Trustee Account and make payments to the Holders
      of
      the Capital Securities and Holders of the Common Securities from the
Institutional
      Trustee Account in
      accordance with Section 6.1.  Funds in the Institutional Trustee
Account
      shall be held uninvested until
      disbursed in accordance with this Declaration.  The Institutional
      Trustee Account shall be an account that is maintained with a banking
      institution the rating on whose long-term unsecured indebtedness assigned by
      a
      "nationally recognized statistical rating organization," as that term is defined
      for purposes of Rule 436(g)(2) under the Securities Act, is at least equal
      to
      the rating assigned to the Capital Securities by a nationally recognized
      statistical rating organization;

     

    (ii) engage
      in such ministerial activities as
      shall be necessary or appropriate to effect the redemption of the Capital
      Securities and the Common Securities to the extent the Debentures are redeemed
      or mature; and

     

    (iii) upon
      written notice of distribution
      issued by the Regular Trustees in accordance with the terms of the Securities,
      engage in such ministerial activities as shall be necessary or appropriate
      to
      effect the distribution of the Debentures to Holders of Securities upon the
      occurrence of certain Special Events or other specified circumstances pursuant
      to the terms of the Securities.

     

    (d) The
      Institutional Trustee shall take all
      actions and perform such duties as may be specifically required of the
      Institutional Trustee pursuant to the terms of the
      Securities.

     

    (e) Subject
      to Section 2.6, the
      Institutional Trustee shall take any Legal Action which arises out of or in
      connection with a Default of which a Responsible Officer of the Institutional
      Trustee has actual knowledge or the Institutional Trustee's duties and
      obligations under this Declaration or the Trust Indenture
      Act.

     

    (f) The
      Institutional Trustee shall not
      resign as a Trustee unless either:

     

    (i) the
      Trust has been completely liquidated
      and the proceeds of the liquidation distributed to the Holders of Securities
      pursuant to the terms of the Securities; or

     

    (ii) a
      Successor Institutional Trustee has
      been appointed and has accepted that appointment in accordance with Section
      5.6.

     

    (g) The
      Institutional Trustee shall have the
      legal power to exercise all of the rights, powers and privileges of a holder
      of
      Debentures under the Indenture and, if a Default actually known to a Responsible
      Officer of the Institutional Trustee occurs and is continuing, the Institutional
      Trustee shall, for the benefit of Holders of the Securities, enforce its rights
      as holder of the Debentures subject to the rights of the Holders pursuant to
      the
      terms of such Securities, this Declaration, the Statutory Trust Act and the
      Trust Indenture Act.

     

    (h) The
      Institutional Trustee may authorize
      one or more Persons (each, a "Paying Agent") to pay Distributions, redemption
      payments or liquidation payments on behalf of the Trust with respect to all
      securities and any such Paying Agent shall comply with § 317(b) of the
      Trust Indenture Act.  Any Paying Agent may be removed by the
      Institutional Trustee at any time and a successor Paying Agent or additional
      Paying Agents may be appointed at any time by the Institutional
      Trustee.

     

     

    
      
        
        

      

      
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    (i) Subject
      to this Section 3.8, the
      Institutional Trustee shall have none of the duties, liabilities, powers or
      the
      authority of the Regular Trustees set forth in
      Section 3.6.

     

    The
      Institutional Trustee must exercise the powers set forth in this Section 3.8
      in
      a manner that is consistent with the purposes and functions of the Trust set
      out
      in Section 3.3, and the Institutional Trustee shall not take any action that
      is
      inconsistent with the purposes and functions of the Trust set out in Section
      3.3.

     

    SECTION
      3.9 Certain
      Duties and Responsibilities of the Institutional Trustee.

     

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

     

    (b) No
      provision of this Declaration shall
      be construed to relieve the Institutional 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 a Default and
      after the curing or waiving of all such Defaults that may have
      occurred:

     

    (A) the
      duties and obligations of the
      Institutional Trustee shall be determined solely by the express provisions
      of
      this Declaration and the Institutional Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set forth
      in
      this Declaration, and no implied covenants or obligations shall be read into
      this Declaration against the Institutional Trustee; and

     

    (B) in
      the absence of bad faith on the part
      of the Institutional Trustee, the Institutional 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 Institutional
      Trustee and conforming to the requirements of this Declaration; but in the
      case
      of any such certificates or opinions that by any provision hereof are
      specifically required to be furnished to the Institutional Trustee, the
      Institutional Trustee shall be under a duty to examine the same to determine
      whether or not they conform to the requirements of this
      Declaration;

     

     

    
      
        
        

      

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

     

    (iii) the
      Institutional 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 in liquidation amount of the Securities relating to the time, method
      and place of conducting any proceeding for any remedy available to the
      Institutional Trustee, or exercising any trust or power conferred upon the
      Institutional Trustee under this Declaration;

     

    (iv) no
      provision of this Declaration shall
      require the Institutional 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 it 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 Declaration or indemnity reasonably
      satisfactory to the Institutional Trustee against such risk or liability is
      not
      reasonably assured to it;

     

    (v) the
      Institutional Trustee's sole duty
      with respect to the custody, safe keeping and physical preservation of the
      Debentures and the Institutional Trustee Account shall be to deal with such
      property in a similar manner as the Institutional Trustee deals with similar
      property for its own account, subject to the protections and limitations on
      liability afforded to the Institutional Trustee under this Declaration and
      the
      Trust Indenture Act;

     

    (vi) the
      Institutional Trustee shall have no
      duty or liability for or with respect to the value, genuineness, existence
      or
      sufficiency of the Debentures or the payment of any taxes or assessments levied
      thereon or in connection therewith;

     

    (vii) the
      Institutional Trustee shall not be
      liable for any interest on any money received by it except as it may otherwise
      agree with the Sponsor.  Money held by the Institutional Trustee need
      not be segregated from other funds held by it except in relation to the
      Institutional Trustee Account maintained by the Institutional Trustee pursuant
      to Section 3.8(c)(i) and except to the extent otherwise required by law;
      and

     

    (viii) the
      Institutional Trustee shall not be
      responsible for monitoring the compliance by the Regular Trustees or the Sponsor
      with their respective duties under this Declaration, nor shall the Institutional
      Trustee be liable for any default or misconduct of the Regular Trustees or
      the
      Sponsor.

     

    SECTION
      3.10 Certain
      Rights of Institutional Trustee.

     

    (a) Subject
      to the provisions of Section
      3.9:

     

    (i) the
      Institutional 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;

     

     

    
      
        
        

      

      
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    (ii) any
      direction or act of the Sponsor or
      the Regular Trustees contemplated by this Declaration shall be sufficiently
      evidenced by an Officers' Certificate;

     

    (iii) whenever
      in the administration of this
      Declaration, the Institutional Trustee shall deem it desirable that a matter
      be
      proved or established before taking, suffering or omitting any action hereunder,
      the Institutional 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 Sponsor or the Regular
      Trustees;

     

    (iv) the
      Institutional Trustee shall have no
      duty to see to any recording, filing or registration of any instrument
      (including any financing or continuation statement or any filing under tax
      or
      securities laws) or any rerecording, refiling or registration
      thereof;

     

    (v) the
      Institutional Trustee may consult
      with counsel or other experts and the advice or opinion of such counsel and
      experts with respect to legal matters or advice within the scope of such
      experts' area of expertise 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 Sponsor or any of its Affiliates, and may include any of its
      employees.  The Institutional Trustee shall have the right at any time
      to seek instructions concerning the administration of this Declaration from
      any
      court of competent jurisdiction;

     

    (vi) the
      Institutional Trustee shall be under
      no obligation to exercise any of the rights or powers vested in it by this
      Declaration at the request or direction of any Holder, unless such Holder shall
      have provided to the Institutional Trustee security and indemnity, reasonably
      satisfactory to the Institutional Trustee, against the costs, expenses
      (including attorneys' fees and expenses and the expenses of the Institutional
      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 Institutional Trustee provided that nothing
      contained in this Section 3.10(a)(vi) shall be taken to relieve the
      Institutional Trustee, upon the occurrence of a Default, of its obligation
      to
      exercise the rights and powers vested in it by this
      Declaration;

     

    (vii) the
      Institutional Trustee shall not be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Institutional Trustee, in
      its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit;

     

    (viii) the
      Institutional Trustee may execute
      any of the trusts or powers hereunder or perform any duties hereunder either
      directly or by or through agents, custodians, nominees or attorneys and the
      Institutional 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;

     

     

    
      
        
        

      

      
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    (ix) any
      action taken by the Institutional
      Trustee or its agents hereunder shall bind the Trust and the Holders of the
      Securities, and the signature of the Institutional Trustee or its agents alone
      shall be sufficient and effective to perform any such action and no third party
      shall be required to inquire as to the authority of the Institutional Trustee
      to
      so act or as to its compliance with any of the terms and provisions of this
      Declaration, both of which shall be conclusively evidenced by the Institutional
      Trustee's or its agent's taking such action;

     

    (x) whenever
      in the administration of this
      Declaration the Institutional Trustee shall deem it desirable to receive
      instructions with respect to enforcing any remedy or right or taking any other
      action hereunder, the Institutional Trustee (i) may request instructions from
      the Holders of the Securities which instructions may only be given by the
      Holders of the same proportion in liquidation amount of the Securities as would
      be entitled to direct the Institutional Trustee under the terms of the
      Securities in respect of such remedy, right or action, (ii) may refrain from
      enforcing such remedy or right or taking such other action until such
      instructions are received, and (iii) shall be protected in conclusively relying
      on or acting in or accordance with such instructions; and

     

    (xi) except
      as otherwise expressly provided
      by this Declaration, the Institutional Trustee shall not be under any obligation
      to take any action that is discretionary under the provisions of this
      Declaration.

     

    (b) No
      provision of this Declaration shall
      be deemed to impose any duty or obligation on the Institutional 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 Institutional 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 Institutional Trustee shall be construed to be a
      duty.

     

    SECTION
      3.11 Delaware
      Trustee.

     

    The
      Delaware Trustee is appointed to serve as the trustee of the Trust in the State
      of Delaware for the sole purpose of satisfying the requirement of Section
      3807(a) of the  Statutory Trust Act that the Trust have at least one
      trustee with a principal place of business in the State of
      Delaware.  It is understood and agreed by the parties hereto that the
      Delaware Trustee shall have none of the duties or liabilities of the Regular
      Trustees or the Institutional Trustee.  The duties of the Delaware
      Trustee shall be limited to (i) accepting legal process served on the Trust
      in
      the State of Delaware and (ii) the execution of any certificates required to
      be
      filed with the Delaware Secretary of State which the Delaware Trustee is
      required to execute under Section 3811 of the Statutory Trust Act.  To
      the extent that, at law or in equity, the Delaware Trustee has duties (including
      fiduciary duties) and liabilities relating thereto to the Trust or the Holders,
      it is hereby understood and agreed by the other parties hereto that such duties
      and liabilities are replaced by the duties and liabilities of the Delaware
      Trustee expressly set forth in this 

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Declaration.  The
      Delaware trustee shall have no liability for the acts or omissions of the
      Regular Trustees or the Institutional Trustee. The Delaware Trustee shall be
      entitled to all of the same rights, protections, indemnities and immunities
      under this Declaration and with respect to the Trust as the Institutional
      Trustee.

     

    SECTION
      3.12 Execution
      of
      Documents.

     

    Unless
      otherwise determined by the Regular Trustees, and except as otherwise required
      by the Statutory Trust Act, any Regular Trustee is authorized to execute on
      behalf of the Trust any documents that the Regular Trustees have the power
      and
      authority to execute pursuant to Section 3.6; provided, that the registration
      statement referred to in Section 3.6(b)(i), including any amendments
      thereto, shall be signed by all of the Regular Trustees.

     

    SECTION
      3.13 Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained in this Declaration and the Securities shall be taken as
      the
      statements of the Sponsor, and the Trustees do not assume any responsibility
      for
      their correctness.  The Trustees make no representations as to the
      value or condition of the property of the Trust or any part
      thereof.  The Trustees make no representations as to the validity or
      sufficiency of this Declaration or the Securities.

     

    SECTION
      3.14 Duration
      of
      Trust.

     

    The
      Trust, unless dissolved and terminated pursuant to the provisions of Article
      VIII hereof, shall have existence for sixty (60) years from the Closing
      Date.

     

    SECTION
      3.15 Mergers.

     

    (a) The
      Trust may not consolidate,
      amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
      its properties and assets substantially as an entirety to any corporation or
      other body, except as described in Section 3.15(b) and (c).

     

    (b) The
      Trust may, with the consent of the
      Regular Trustees or, if there are more than two, a majority of the Regular
      Trustees and without the consent of the Holders of the Securities, the Delaware
      Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or
      into, or be replaced by a trust organized as such under the laws of any State;
      provided, that:

     

    (i) such
      successor entity (the "Successor
      Entity") either:

     

    (A) expressly
      assumes all of the obligations
      of the Trust under the Securities; or

     

    (B) substitutes
      for the Securities other
      securities having substantially the same terms as the Capital Securities (the
      "Successor Securities") so long as the Successor Securities rank the same as
      the
      Capital Securities rank with respect to Distributions and payments upon
      liquidation, redemption and otherwise;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (ii) the
      Debenture Issuer expressly
      acknowledges a trustee of the Successor Entity that possesses the same powers
      and duties as the Institutional Trustee in its capacity as the Holder of the
      Debentures;

     

    (iii) the
      Capital Securities or any Successor
      Securities are listed, or any Successor Securities will be listed upon
      notification of issuance, on any national securities exchange or with any other
      organization on which the Capital Securities are then listed or
      quoted;

     

    (iv) such
      merger, consolidation, amalgamation
      or replacement does not cause the Capital Securities (including any Successor
      Securities) to be downgraded by any nationally recognized statistical rating
      organization;

     

    (v) such
      merger, consolidation, amalgamation
      or replacement does not adversely affect the rights, preferences and privileges
      of the Holders of the Securities (including any Successor Securities) in any
      material respect (other than with respect to any dilution of such Holders'
      interests in the new entity as a result of such merger, consolidation,
      amalgamation or replacement);

     

    (vi) such
      Successor Entity has a purpose
      identical to that of the Trust;

     

    (vii) prior
      to such merger, consolidation,
      amalgamation or replacement, the Trust has received an opinion of a nationally
      recognized independent counsel to the Trust experienced in such matters to
      the
      effect that:

     

    (A) such
      merger, consolidation, amalgamation
      or replacement does not adversely affect the rights, preferences and privileges
      of the Holders of the Securities (including any Successor Securities) in any
      material respect (other than with respect to any dilution of the Holders'
      interest in the new entity); and

     

    (B) following
      such merger, consolidation,
      amalgamation or replacement, neither the Trust nor the Successor Entity will
      be
      required to register as an Investment Company; and

     

    (C) following
      such merger, consolidation,
      amalgamation or replacement, the Trust (or the Successor Entity) will continue
      to be classified as a grantor trust for United States federal income tax
      purposes; and

     

    (viii) the
      Sponsor guarantees the obligations
      of such Successor Entity under the Successor Securities at least to the extent
      provided by the Capital Securities Guarantee.

     

    (c) Notwithstanding
      Section 3.15(b), the
      Trust shall not, except with the consent of Holders of 100% in liquidation
      amount of the Securities, consolidate, amalgamate, merge with or into, or be
      replaced by any other entity or permit any other entity to consolidate,
      amalgamate, merge with or into, or replace it, if in the opinion of a nationally
      recognized independent tax counsel experienced in such matters, such
      consolidation, amalgamation, merger or replacement would cause the Trust or
      the
      Successor Entity to be classified as other than a grantor trust for United
      States federal income tax purposes.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    SPONSOR

     

    SECTION
      4.1 Sponsor's
      Purchase of Common Securities.

     

    On
      the Closing Date, the Sponsor will purchase all of the Common Securities issued
      by the Trust at the same time as the Capital Securities are sold.

     

    SECTION
      4.2 Responsibilities
      of the Sponsor.

     

    In
      connection with the issue and sale of the Capital Securities, the Sponsor shall
      have the exclusive right and responsibility to engage in the following
      activities:

     

    (a) to
      prepare for filing by the Trust with
      the Commission a registration statement on Form S-3 or on another appropriate
      form, or a registration statement under Rule 462(b) of the Securities Act,
      including any pre-effective or post-effective amendments thereto, relating
      to
      the registration under the Securities Act of the Capital
      Securities;

     

    (b) to
      determine the States in which to take
      appropriate action to qualify or register for sale all or part of the Capital
      Securities and to do any and all such acts, other than actions which must be
      taken by the Trust, and advise the Trust of actions it must take, and prepare
      for execution and filing any documents to be executed and filed by the Trust,
      as
      the Sponsor deems necessary or advisable in order to comply with the applicable
      laws of any such States;

     

    (c) to
      prepare for filing by the Trust with
      the Commission a registration statement on Form 8-A, including any pre-effective
      or post-effective amendments thereto, relating to the registration of the
      Capital Securities under Section 12(b) of the Exchange Act, including any
      amendments thereto; and

     

    (d) to
      negotiate the terms of the
      Underwriting Agreement providing for the sale of the Capital
      Securities.

     

    ARTICLE
      V

    TRUSTEES

     

    SECTION
      5.1 Number
      of
      Trustees.

     

    The
      number of Trustees initially shall be five (5), and:

     

    (a) at
      any time before the issuance of any
      Securities, the Sponsor may, by written instrument, increase or decrease the
      number of Trustees; and

     

    (b) after
      the issuance of any Securities,
      the number of Trustees may be increased or decreased by vote of the Holders
      of a
      majority in liquidation amount of the Common Securities voting as a class at
      a
      meeting of the Holders of the Common Securities,

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    provided,
      however, that the
      number of Trustees shall in no event be less than two (2); provided further
      that
      (1) one Trustee, in the case of a natural person, shall be a person who is
      a
      resident of the State of Delaware or that, if not a natural person, shall be
      an
      entity which has its principal place of business in the State of Delaware (the
      "Delaware Trustee"); (2) there shall be at least one Trustee who is an employee
      or officer of, or is affiliated with the Sponsor (a "Regular Trustee"); and
      (3)
      one Trustee shall be the Institutional Trustee for so long as this Declaration
      is required to qualify as an indenture under the Trust Indenture Act, and such
      Trustee may also serve as Delaware Trustee if it meets the applicable
      requirements.

     

    SECTION
      5.2 Delaware
      Trustee.

     

    If
      required by the Statutory Trust Act, the Delaware Trustee shall be:

     

    (a) a
      natural person who is a resident of
      the State of Delaware; or

     

    (b) if
      not a natural person, an entity which
      has its principal place of business in the State of Delaware, and otherwise
      meets the requirements of applicable law,

     

    provided,
      that if the
      Institutional Trustee has its principal place of business in the State of
      Delaware and otherwise meets the requirements of applicable law, then the
      Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall
      have no application.

     

    SECTION
      5.3 Institutional
      Trustee; Eligibility.

     

    (a) There
      shall at all times be one Trustee
      that shall act as Institutional Trustee which shall:

     

    (i) not
      be an Affiliate of the
      Sponsor;

     

    (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 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 5.3(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;
      and

     

    (iii) if
      the Trust is excluded from the
      definition of an Investment Company solely by means of Rule 3a-7 and to the
      extent Rule 3a-7 requires a trustee having certain qualifications to hold title
      to the "eligible assets" of the Trust, the Institutional Trustee shall possess
      those qualifications.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    (b) If
      at any time the Institutional Trustee
      shall cease to be eligible to so act under Section 5.3(a), the Institutional
      Trustee shall immediately resign in the manner and with the effect set forth
      in
      Section 5.6(c).

     

    (c) If
      the Institutional Trustee has or
      shall acquire any "conflicting interest" within the meaning of § 310(b) of the
      Trust Indenture Act, the Institutional Trustee and the Holders of the Common
      Securities (as if such Holders were the obligor referred to in § 310(b) of the
      Trust Indenture Act) shall in all respects comply with the provisions of
§ 310(b) of the Trust Indenture Act.

     

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

     

    (e) The
      initial Institutional Trustee shall
      be as set forth in Section 5.5 hereof.

     

    SECTION
      5.4 Qualifications
      of Regular Trustees and Delaware Trustee Generally.

     

    Each
      Regular Trustee and the Delaware Trustee (unless the Institutional Trustee
      also
      acts as Delaware Trustee) shall be either a natural person who is at least
      21
      years of age or a legal entity that shall act through one or more Authorized
      Officers.

     

    SECTION
      5.5 Initial
      Trustees; Additional Powers of Regular Trustees.

     

    (a) Pursuant
      to Section 3.1 of the Original
      Declaration, the Sponsor hereby removes, without cause, Saul Rosenas
      a Regular Trustee of the Trust
      effective immediately prior to the execution of this
      Declaration.

     

    The
      initial Regular Trustees shall
      be:

    Saul
      Rosen

    Eric
      L. Wentzel

    John
      Gerspach

    


    until
      they (or any one of them) resign
      or are removed in accordance with Section 5.6.  Saul Rosen,
      who has been removed asa regular Trustee prior
      to the
execution of this
      Declaration and appointed
      as a Regular Trustee in this Declaration,shall
      not be required to execute this
      Declaration.

     

    The
      initial Delaware Trustee shall be:

    


    The
      Bank of New York (Delaware)

    100
      White Clay Center

    Route
      273

    P.
      O. Box 6995

    Newark,
      DE 19711

    Attn:  Corporate
      Trust Department

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    The
      initial Institutional Trustee shall be:

    


    The
      Bank of New York

    101
      Barclay Street-8W

    New
      York, New York 10286

    Attn:  Global
      Trust Administration

     

    (b) Except
      as expressly set forth in this
      Declaration and except if a meeting of the Regular Trustees is called with
      respect to any matter over which the Regular Trustees have power to act, any
      power of the Regular Trustees may be exercised by, or with the consent of,
      any
      one such Regular Trustee.

     

    (c) Unless
      otherwise determined by the
      Regular Trustees, and except as otherwise required by the Statutory Trust Act
      or
      applicable law, any Regular Trustee is authorized to execute on behalf of the
      Trust any documents which the Regular Trustees have the power and authority
      to
      cause the Trust to execute pursuant to Section 3.6, provided, that the
      registration statement referred to in Section 3.6, including any amendments
      thereto, shall be signed by all of the Regular Trustees; and

     

    (d) a
      Regular Trustee may, by power of
      attorney consistent with applicable law, delegate to any other natural person
      over the age of 21 his or her power for the purposes of signing any documents
      which the Regular Trustees have power and authority to cause the Trust to
      execute pursuant to Section 3.6.

     

    SECTION
      5.6 Appointment,
      Removal and Resignation of Trustees.

     

    (a) Subject
      to Section 5.6(b), Trustees may
      be appointed or removed without cause at any time:

     

    (i) until
      the issuance of any Securities, by
      written instrument executed by the Sponsor; and

     

    (ii) in
      the case of the Regular Trustees,
      after the issuance of any Securities, by vote of the Holders of a Majority
      in
      liquidation amount of the Common Securities voting as a class at a meeting
      of
      the Holders of the Common Securities;

     

    (iii) in
      the case of the Institutional Trustee
      and the Delaware Trustee, unless a Default shall have occurred and be continuing
      after the issuance of any Securities, by a vote of the Holders of a Majority
      in
      liquidation amount of the Common Securities voting as a class at a meeting
      of
      the Holders of the Common Securities; and

     

    (iv) in
      the case of the Institutional Trustee
      and the Delaware Trustee, if a Default shall have occurred and be continuing
      after the issuance of the  Securities, by a vote of the Holders of a
      Majority in liquidation amount of the Capital Securities voting as a class
      at a
      meeting of the Holders of the Capital Securities.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     
(b) 
(i) 
The
      Trustee that acts as Institutional
      Trustee shall not be removed in accordance with Section 5.6(a) until a successor
      Trustee possessing the qualifications to act as Institutional Trustee under
      Section 5.3 (a "Successor Institutional Trustee") has been appointed and has
      accepted such appointment by written instrument executed by such Successor
      Institutional Trustee and delivered to the Regular Trustees and the Sponsor;
      and

     

    (ii) the
      Trustee that acts as Delaware
      Trustee shall not be removed in accordance with Section 5.6(a) until a successor
      Trustee possessing the qualifications to act as Delaware Trustee under Sections
      5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has accepted
      such appointment by written instrument executed by such Successor Delaware
      Trustee and delivered to the Regular Trustees and the
      Sponsor.

     

    (c) A
      Trustee appointed to office shall hold
      office until his successor shall have been appointed or until his death, removal
      or resignation.  Any Trustee may resign from office (without need for
      prior or subsequent accounting) by an instrument in writing signed by the
      Trustee and delivered to the Sponsor and the Trust, which resignation shall
      take
      effect upon such delivery or upon such later date as is specified therein;
      provided, however, that:

     

    (i) No
      such resignation of the Trustee that
      acts as the Institutional Trustee shall be effective:

     

    (A) until
      a Successor Institutional Trustee
      has been appointed and has accepted such appointment by instrument executed
      by
      such Successor Institutional Trustee and delivered to the Trust, the Sponsor
      and
      the resigning Institutional Trustee; or

     

    (B) until
      the assets of the Trust have been
      completely liquidated and the proceeds thereof distributed to the holders of
      the
      Securities; and

     

    (ii) no
      such resignation of the Trustee that
      acts as the Delaware Trustee shall be effective until a Successor Delaware
      Trustee has been appointed and has accepted such appointment by instrument
      executed by such Successor Delaware Trustee and delivered to the Trust, the
      Sponsor and the resigning Delaware Trustee.

     

    (d) The
      Holders of the Common Securities
      shall use their best efforts to promptly appoint a Successor Delaware Trustee
      or
      Successor Institutional Trustee as the case may be if the Institutional Trustee
      or the Delaware Trustee delivers an instrument of resignation in accordance
      with
      this Section 5.6.

     

    (e) If
      no Successor Institutional Trustee or
      Successor Delaware Trustee shall have been appointed and accepted appointment
      as
      provided in this Section 5.6 within 60 days after delivery to the Sponsor and
      the Trust of an instrument of resignation, the resigning Institutional Trustee
      or Delaware Trustee, as applicable, may petition any court of competent
      jurisdiction for appointment of a Successor Institutional Trustee or Successor
      Delaware Trustee.  Such court may thereupon, after prescribing such
      notice, if any, as it may deem proper and prescribe, appoint a Successor
      Institutional Trustee or Successor Delaware Trustee, as the case may
      be.

     

    
      
        
        

      

      
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    (f) No
      Institutional Trustee or Delaware
      Trustee shall be liable for the acts or omissions to act of any Successor
      Institutional Trustee or Successor Delaware Trustee, as the case may
      be.

     

    SECTION
      5.7 Vacancies
      among Trustees.

     

    If
      a Trustee ceases to hold office for any reason and the number of Trustees is
      not
      reduced pursuant to Section 5.1, or if the number of Trustees is increased
      pursuant to Section 5.1, a vacancy shall occur.  A resolution
      certifying the existence of such vacancy by the Regular Trustees or, if there
      are more than two, a majority of the Regular Trustees shall be conclusive
      evidence of the existence of such vacancy.  The vacancy shall be
      filled with a Trustee appointed in accordance with Section 5.6.

     

    SECTION
      5.8 Effect
      of
      Vacancies.

     

    The
      death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
      incompetence or incapacity to perform the duties of a Trustee shall not operate
      to annul the Trust.  Whenever a vacancy in the number of Regular
      Trustees shall occur, until such vacancy is filled by the appointment of a
      Regular Trustee in accordance with Section 5.6, the Regular Trustees in office,
      regardless of their number, shall have all the powers granted to the Regular
      Trustees and shall discharge all the duties imposed upon the Regular Trustees
      by
      this Declaration.

     

    SECTION
      5.9 Meetings.

     

    If
      there is more than one Regular Trustee, meetings of the Regular Trustees shall
      be held from time to time upon the call of any Regular
      Trustee.  Regular meetings of the Regular Trustees may be held at a
      time and place fixed by resolution of the Regular Trustees.  Notice of
      any in-person meetings of the Regular Trustees shall be hand delivered or
      otherwise delivered in writing (including by facsimile, with a hard copy by
      overnight courier) not less than 48 hours before such meeting.  Notice
      of any telephonic meetings of the Regular Trustees or any committee thereof
      shall be hand delivered or otherwise delivered in writing (including by
      facsimile, with a hard copy by overnight courier) not less than 24 hours before
      a meeting.  Notices shall contain a brief statement of the time, place
      and anticipated purposes of the meeting.  The presence (whether in
      person or by telephone) of a Regular Trustee at a meeting shall constitute
      a
      waiver of notice of such meeting except where a Regular Trustee attends a
      meeting for the express purpose of objecting to the transaction of any activity
      on the ground that the meeting has not been lawfully called or
      convened.  Unless provided otherwise in this Declaration, any action
      of the Regular Trustees may be taken at a meeting by vote of a majority of
      the
      Regular Trustees present (whether in person or by telephone) and eligible to
      vote with respect to such matter, provided that a Quorum is present, or without
      a meeting by the unanimous written consent of the Regular
      Trustees.  In the event there is only one Regular Trustee, any and all
      action of such Regular Trustee shall be evidenced by a written consent of such
      Regular Trustee.

     

     

    
      
        
        

      

      
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    SECTION
      5.10 Delegation
      of Power.

     

    (a) Any
      Regular Trustee may, by power of
      attorney consistent with applicable law, delegate to any other natural person
      over the age of 21 his or her power for the purpose of executing any documents
      contemplated in Section 3.6, including any registration statement or amendment
      thereto filed with the Commission, or making any other governmental filing;
      and

     

    (b) the
      Regular Trustees shall have power to
      delegate from time to time to such of their number or to officers of the Trust
      the doing of such things and the execution of such instruments either in the
      name of the Trust or the names of the Regular Trustees or otherwise as the
      Regular Trustees may deem expedient, to the extent such delegation is not
      prohibited by applicable law or contrary to the provisions of the Trust, as
      set
      forth herein.

     

    SECTION
      5.11 Merger,
      Conversion, Consolidation or Succession to Business.

     

    Any
      corporation into which the Institutional Trustee or the Delaware Trustee, as
      the
      case may be, may be merged or converted or with which either may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Institutional Trustee or the Delaware Trustee, as
      the
      case may be, shall be a party, or any corporation succeeding to all or
      substantially all the corporate trust business of the Institutional Trustee
      or
      the Delaware Trustee, as the case may be, shall be the successor of the
      Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
      provided such corporation shall be otherwise qualified and eligible under this
      Article, without the execution or filing of any paper or any further act on
      the
      part of any of the parties hereto.

     

    ARTICLE
      VI

    DISTRIBUTIONS

     

    SECTION
      6.1 Distributions.

     

    Holders
      shall receive Distributions (as defined herein) in accordance with the
      applicable terms of the relevant Holder's Securities.  Distributions
      shall be made on the Capital Securities and the Common Securities in accordance
      with the preferences set forth in their respective terms.  If and to
      the extent that the Debenture Issuer makes a payment of interest (including
      Compounded Interest (as defined in the Indenture) and Additional Interest (as
      defined in the Indenture)), premium and/or principal on the Debentures held
      by
      the Institutional Trustee (the amount of any such payment being a "Payment
      Amount"), the Institutional Trustee shall and is directed to make a distribution
      (a "Distribution") of the Payment Amount to Holders.

     

    ARTICLE
      VII

    ISSUANCE
      OF SECURITIES

     

    SECTION
      7.1 General
      Provisions Regarding Securities.

     

    (a) The
      Regular Trustees shall on behalf of
      the Trust issue one class of capital securities representing undivided
      beneficial interests in the assets of the Trust having such terms as are set
      forth in Annex I (the "Capital Securities") and one class of common securities
      representing undivided beneficial interests in the assets of the Trust having
      such terms as are set forth in Annex I (the "Common Securities").  The
      Trust shall issue no securities or other interests in the assets of the Trust
      other than the Capital Securities and the Common Securities.

     

    
      
        
        

      

      
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    (b) The
      Certificates shall be signed on
      behalf of the Trust by a Regular Trustee.  Such signature shall be the
      manual or facsimile signature of any present or any future Regular
      Trustee.  In case any Regular Trustee of the Trust who shall have
      signed any of the Securities shall cease to be such Regular Trustee before
      the
      Certificates so signed shall be delivered by the Trust, such Certificates
      nevertheless may be delivered as though the person who signed such Certificates
      had not ceased to be such Regular Trustee; and any Certificate may be signed
      on
      behalf of the Trust by such persons who, at the actual date of execution of
      such
      Security, shall be the Regular Trustees of the Trust, although at the date
      of
      the execution and delivery of the Declaration any such person was not such
      a
      Regular Trustee.  Certificates shall be printed, lithographed or
      engraved or may be produced in any other manner as is reasonably acceptable
      to
      the Regular Trustees, as evidenced by their execution thereof, and may have
      such
      letters, numbers or other marks of identification or designation and such
      legends or endorsements as the Regular Trustees may deem appropriate, or as
      may
      be required to comply with any law or with any rule or regulation of any stock
      exchange on which Securities may be listed, or to conform to
      usage.

     

    (c) The
      consideration received by the Trust
      for the issuance of the Securities shall constitute a contribution to the
      capital of the Trust and shall not constitute a loan to the
      Trust.

     

    (d) Upon
      issuance of the Securities as
      provided in this Declaration, the Securities so issued shall be deemed to be
      validly issued, fully paid and non-assessable.

     

    (e) Every
      Person, by virtue of having become
      a Holder or a Capital Security Beneficial Owner in accordance with the terms
      of
      this Declaration, shall be deemed to have expressly assented and agreed to
      the
      terms of, and shall be bound by, this Declaration.

     

    ARTICLE
      VIII

    TERMINATION
      OF TRUST

     

    SECTION
      8.1 Termination
      of Trust.

     

    (a) The
      Trust shall
      terminate:

     

    (i) upon
      the bankruptcy of any Holder of the
      Common Securities or the Sponsor;

     

    (ii) upon
      the filing of a certificate of
      dissolution or its equivalent with respect to any Holder of the Common
      Securities or the Sponsor; the filing of a certificate of cancellation with
      respect to the Trust or the revocation of the Holder of the Common Securities
      or
      the Sponsor's charter and the expiration of 90 days after the date of revocation
      without a reinstatement thereof;

     

    (iii) upon
      the entry of a decree of judicial
      dissolution of any Holder of the Common Securities, the Sponsor or the
      Trust;

     

     

    
      
        
        

      

      
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    (iv) Subject
      to obtaining any required
      regulatory approval, when all of the Securities have been called for redemption
      and the amounts necessary for redemption thereof have been paid to the Holders
      in accordance with the terms of the Securities;

     

    (v) Subject
      to obtaining any required
      regulatory approval, when the Trust shall have been dissolved in accordance
      with
      the terms of the Securities upon election by the Sponsor of its right to
      terminate the Trust and distribute all of the Debentures to the Holders of
      Securities in exchange for all of the Securities and all of the Debentures
      shall
      have been distributed to the Holders of Securities in accordance with such
      election;

     

    (vi) before
      the issuance of any Securities,
      with the consent of all of the Regular Trustees and the Sponsor;
      or

     

    (vii) upon
      the expiration of the term of the
      Trust set forth in Section 3.14.

     

    (b) As
      soon as is practicable after the
      occurrence of an event referred to in Section 8.1(a), and after satisfaction
      of
      liabilities to creditors of the Trust as required by applicable law, including
      Section 3808 of the Statutory Trust Act, and subject to the terms set forth
      in
      Annex I, the Delaware Trustee, when notified in writing of the completion of
      the
      winding up of the Trust in accordance with the Statutory Trust Act, shall
      terminate the Trust by filing, at the expense of the Sponsor, a certificate
      of
      cancellation with the Secretary of State of the State of
      Delaware.

     

    (c) The
      provisions of Section 3.9 and
      Article X shall survive the termination of the Trust.

     

    ARTICLE
      IX

    TRANSFER
      OF INTERESTS

     

    SECTION
      9.1 Transfer
      of
      Securities.

     

    (a) Securities
      may only be transferred, in
      whole or in part, in accordance with the terms and conditions set forth in
      this
      Declaration and in the terms of the Securities.  Any transfer or
      purported transfer of any Security not made in accordance with this Declaration
      shall be null and void.

     

    (b) Subject
      to this Article IX, Capital
      Securities shall be freely transferable.

     

    (c) Subject
      to this Article IX, the Sponsor
      and any Related Party may only transfer Common Securities to the Sponsor or
      a
      Related Party of the Sponsor; provided, that any such transfer is subject to
      the
      condition precedent that the transferor obtain the written opinion of nationally
      recognized independent counsel experienced in such matters that such transfer
      would not cause more than an insubstantial risk that:

     

    (i) the
      Trust would not be classified for
      United States federal income tax purposes as a grantor trust;
      and

     

     

    
      
        
        

      

      
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    (ii) the
      Trust would be an Investment Company
      or the transferee would become an Investment Company.

     

    SECTION
      9.2 Transfer
      of
      Certificates.

     

    The
      Regular Trustees shall provide for the registration of Certificates and of
      transfers of Certificates, which will be effected without charge but only upon
      payment (with such indemnity as the Regular Trustees may require) in respect
      of
      any tax or other government charges that may be imposed in relation to
      it.  Upon surrender for registration of transfer of any Certificate,
      the Regular Trustees shall cause one or more new Certificates to be issued
      in
      the name of the designated transferee or transferees.  Every
      Certificate surrendered for registration of transfer shall be accompanied by
      a
      written instrument of transfer in form satisfactory to the Regular Trustees
      duly
      executed by the Holder or such Holder's attorney duly authorized in
      writing.  Each Certificate surrendered for registration of transfer
      shall be canceled by the Regular Trustees.  A transferee of a
      Certificate shall be entitled to the rights and subject to the obligations
      of a
      Holder hereunder upon the receipt by such transferee of a
      Certificate.  By acceptance of a Certificate, each transferee shall be
      deemed to have agreed to be bound by this Declaration.

     

    SECTION
      9.3 Deemed
      Security Holders.

     

    The
      Trustees may treat the Person in whose name any Certificate shall be registered
      on the books and records of the Trust as the sole holder of such Certificate
      and
      of the Securities represented by such Certificate for purposes of receiving
      Distributions and for all other purposes whatsoever and, accordingly, shall
      not
      be bound to recognize any equitable or other claim to or interest in such
      Certificate or in the Securities represented by such Certificate on the part
      of
      any Person, whether or not the Trust shall have actual or other notice
      thereof.

     

    SECTION
      9.4 Book
      Entry
      Interests.

     

    Unless
      otherwise specified in the terms of the Capital Securities, the Capital
      Securities Certificates, on original issuance, will be issued in the form of
      one
      or more, fully registered, global Capital Security Certificates (each a "Global
      Certificate"), to be delivered to DTC, the initial Clearing Agency, by, or
      on
      behalf of, the Trust.  Such Global Certificates shall initially be
      registered on the books and records of the Trust in the name of Cede & Co.,
      the nominee of DTC, and no Capital Security Beneficial Owner will receive a
      definitive Capital Security Certificate representing such Capital Security
      Beneficial Owner's interests in such Global Certificates, except as provided
      in
      Section 9.7.  Unless and until definitive, fully registered Capital
      Security Certificates (the "Definitive Capital Security Certificates") have
      been
      issued to the Capital Security Beneficial Owners pursuant to Section
      9.7:

     

    (a) the
      provisions of this Section 9.4 shall
      be in full force and effect;

     

    (b) the
      Trust and the Trustees shall be
      entitled to deal with the Clearing Agency for all purposes of this Declaration
      (including the payment of Distributions on the Global Certificates and receiving
      approvals, votes or consents hereunder) as the Holder of the Capital Securities
      and the sole holder of the Global Certificates and shall have no obligation
      to
      the Capital Security Beneficial Owners;

     

     

    
      
        
        

      

      
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    (c) to
      the extent that the provisions of
      this Section 9.4 conflict with any other provisions of this Declaration, the
      provisions of this Section 9.4 shall control; and

     

    (d) the
      rights of the Capital Security
      Beneficial Owners shall be exercised only through the Clearing Agency and shall
      be limited to those established by law and agreements between such Capital
      Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency
      Participants and receive and transmit payments of Distributions on the Global
      Certificates to such Clearing Agency Participants.  DTC will make book
      entry transfers among the Clearing Agency Participants.

     

    SECTION
      9.5 Notices
      to
      Clearing Agency.

     

    Whenever
      a notice or other communication to the Capital Security Holders is required
      under this Declaration, unless and until Definitive Capital Security
      Certificates shall have been issued to the Capital Security Beneficial Owners
      pursuant to Section 9.7, the Regular Trustees shall give all such notices and
      communications specified herein to be given to the Capital Security Holders
      to
      the Clearing Agency, and shall have no notice obligations to the Capital
      Security Beneficial Owners.

     

    SECTION
      9.6 Appointment
      of Successor Clearing Agency.

     

    If
      any Clearing Agency elects to discontinue its services as a securities
      depositary with respect to the Capital Securities, the Regular Trustees may,
      in
      their sole discretion, appoint a successor Clearing Agency with respect to
      such
      Capital Securities.

     

    SECTION
      9.7 Definitive
      Capital Security Certificates.

     

    If:

     

    (a) a
      Clearing Agency elects to discontinue
      its services as a securities depositary with respect to the Capital Securities
      and a successor Clearing Agency is not appointed within 90 days after such
      discontinuance pursuant to Section 9.6; or

     

    (b) the
      Regular Trustees elect after
      consultation with the Sponsor to terminate the book entry system through the
      Clearing Agency with respect to the Capital Securities,

     

    then:

     

    (c) Definitive
      Capital Security Certificates
      shall be prepared by the Regular Trustees on behalf of the Trust with respect
      to
      such Capital Securities; and

     

    (d) upon
      surrender of the Global
      Certificates by the Clearing Agency, accompanied by registration instructions,
      the Regular Trustees shall cause Definitive Certificates to be delivered to
      Capital Security Beneficial Owners in accordance with the instructions of the
      Clearing Agency.  Neither the Trustees nor the Trust shall be liable
      for any delay in delivery of such instructions and each of them may conclusively
      rely on and shall be protected in relying on, said instructions of the Clearing
      Agency.  The Definitive Capital Security Certificates shall be
      printed, lithographed or engraved or may be produced in any other manner as
      is


     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    reasonably
      acceptable to the Regular
      Trustees, as evidenced by their execution thereof, and may have such letters,
      numbers or other marks of identification or designation and such legends or
      endorsements as the Regular Trustees may deem appropriate, or as may be required
      to comply with any law or with any rule or regulation made pursuant thereto
      or
      with any rule or regulation of any stock exchange on which Capital Securities
      may be listed, or to conform to usage.

     

    SECTION
      9.8 Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If:

     

    (a) any
      mutilated Certificates should be
      surrendered to the Regular Trustees, or if the Regular Trustees shall receive
      evidence to their satisfaction of the destruction, loss or theft of any
      Certificate; and

     

    (b) there
      shall be delivered to the Regular
      Trustees such security or indemnity as may be required by them to keep each
      of
      them harmless.

     

    then,
      in the absence of notice that such Certificate shall have been acquired by
      a
      bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Certificate, a new Certificate of like denomination.  In
      connection with the issuance of any new Certificate under this Section 9.8,
      the
      Regular Trustees may require the payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in connection
      therewith.  Any duplicate Certificate issued pursuant to this Section
      shall constitute conclusive evidence of an ownership interest in the relevant
      Securities, as if originally issued, whether or not the lost, stolen or
      destroyed Certificate shall be found at any time.

     

    ARTICLE
      X

    LIMITATION
      OF LIABILITY OF HOLDERS OF

    SECURITIES,
      TRUSTEES OR OTHERS

     

    SECTION
      10.1 Liability.

     

    (a) Except
      as expressly set forth in this
      Declaration, the Capital Securities Guarantee and the terms of the Securities,
      the Sponsor shall not be:

     

    (i) personally
      liable for the return of any
      portion of the capital contributions (or any return thereon) of the Holders
      of
      the Securities which shall be made solely from assets of the Trust;
      and

     

    (ii) required
      to pay to the Trust or to any
      Holder of Securities any deficit upon dissolution of the Trust or
      otherwise.

     

    (b) The
      Holder of the Common Securities
      shall be liable for all of the debts and obligations of the Trust (other than
      with respect to the Securities) to the extent not satisfied out of the Trust's
      assets.

     

    
      
        
        

      

      
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    (c) Pursuant
      to § 3803(a) of the Statutory
      Trust Act, the Holders of the Capital Securities shall be entitled to the same
      limitation of personal liability extended to stockholders of private
      corporations for profit organized under the General Corporation Law of the
      State
      of Delaware.

     

    SECTION
      10.2 Exculpation.

     

    (a) No
      Indemnified Person shall be liable,
      responsible or accountable in damages or otherwise to the Trust 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 on behalf of
      the
      Trust and in a manner such Indemnified Person reasonably believed to be within
      the scope of the authority conferred on such Indemnified Person by this
      Declaration 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
      gross
      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 Trust and upon such
      information, opinions, reports or statements presented to the Trust 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 Trust, 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 of Securities might properly be
      paid.

     

    SECTION
      10.3 Fiduciary
      Duty.

     

    (a) To
      the extent that, at law or in equity,
      an Indemnified Person has duties (including fiduciary duties) and liabilities
      relating thereto to the Trust or to any other Covered Person, an Indemnified
      Person acting under this Declaration shall not be liable to the Trust or to
      any
      other Covered Person for its good faith reliance on the provisions of this
      Declaration.  The provisions of this Declaration, to the extent that
      they restrict the duties and liabilities of an Indemnified Person otherwise
      existing at law or in equity (other than the duties imposed on the Institutional
      Trustee under the Trust Indenture Act), are agreed by the parties hereto to
      replace such other duties and liabilities of such Indemnified
      Person.

     

    (b) Unless
      otherwise expressly provided
      herein:

     

    (i) whenever
      a conflict of interest exists
      or arises between any Covered Persons; or

     

    (ii) whenever
      this Declaration or any other
      agreement contemplated herein or therein provides that an Indemnified Person
      shall act in a manner that is, or provides terms that are, fair and reasonable
      to the Trust or any Holder of Securities,

     

    the
      Indemnified Person shall resolve such conflict of interest, take such action
      or
      provide such terms, considering in each case the relative interest of each
      party
      (including its own interest) to such conflict, agreement, transaction or
      situation and the benefits and burdens relating to such 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

     

    interests,
      any customary or accepted industry practices, and any applicable generally
      accepted accounting practices or principles.  In the absence of bad
      faith by the Indemnified Person, the resolution, action or term so made, taken
      or provided by the Indemnified Person shall not constitute a breach of this
      Declaration or any other agreement contemplated herein or of any duty or
      obligation of the Indemnified Person at law or in equity or
      otherwise.

     

    (c) Whenever
      in this Declaration an
      Indemnified Person is permitted or required to make a
      decision:

     

    (i) in
      its "discretion" or under a grant of
      similar authority, the Indemnified Person shall be entitled to consider such
      interests and factors as it desires, including its own interests, and shall
      have
      no duty or obligation to give any consideration to any interest of or factors
      affecting the Trust or any other Person; or

     

    (ii) in
      its "good faith" or under another
      express standard, the Indemnified Person shall act under such express standard
      and shall not be subject to any other or different standard imposed by this
      Declaration or by applicable law.

     

    SECTION
      10.4 Indemnification.

     

    (a)   
(i) 
The
      Debenture Issuer shall indemnify, to
      the full extent permitted by law, any Company Indemnified Person who was or
      is a
      party or is threatened to be made a party to any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative (other than an action by or in the right of the Trust) by reason
      of the fact that he is or was a Company Indemnified Person against expenses
      (including attorneys' fees), judgments, fines and amounts paid in settlement
      actually and reasonably incurred by him in connection with such action, suit
      or
      proceeding if he acted in good faith and in a manner he reasonably believed
      to
      be in or not opposed to the best interests of the Trust, and, with respect
      to
      any criminal action or proceeding, had no reasonable cause to believe his
      conduct was unlawful.  The termination of any action, suit or
      proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo
      contendereor its
      equivalent, shall not, of itself, create a presumption that the Company
      Indemnified Person did not act in good faith and in a manner which he reasonably
      believed to be in or not opposed to the best interests of the Trust, and, with
      respect to any criminal action or proceeding, had reasonable cause to believe
      that his conduct was unlawful.

     

    (ii) The
      Debenture Issuer shall indemnify, to
      the full extent permitted by law, any Company Indemnified Person who was or
      is a
      party or is threatened to be made a party to any threatened, pending or
      completed action or suit by or in the right of the Trust to procure a judgment
      in its favor by reason of the fact that he is or was a Company Indemnified
      Person against expenses (including attorneys' fees) actually and reasonably
      incurred by him in connection with the defense or settlement of such action
      or
      suit if he acted in good faith and in a manner he reasonably believed to be
      in
      or not opposed to the best interests of the Trust and except that no such
      indemnification shall be made in respect of any claim, issue or matter as to
      which such Company Indemnified Person shall have been adjudged to be liable
      to
      the Trust unless and only to the extent that the Court of Chancery of Delaware
      or the court in which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view of all
      the
      circumstances of the case, such person is fairly and reasonably entitled to
      indemnity for such expenses which such Court of Chancery or such other court
      shall deem proper.

     

     

    
      
        
        

      

      
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    (iii) To
      the extent that a Company Indemnified
      Person shall be successful on the merits or otherwise (including dismissal
      of an
      action without prejudice or the settlement of an action without admission of
      liability) in defense of any action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim,
      issue or matter therein, he shall be indemnified, to the full extent permitted
      by law, against expenses (including attorneys' fees) actually and reasonably
      incurred by him in connection therewith.

     

    (iv) Any
      indemnification under paragraphs (i)
      and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made
      by the Debenture Issuer only as authorized in the specific case upon a
      determination that indemnification of the Company Indemnified Person is proper
      in the circumstances because he has met the applicable standard of conduct
      set
      forth in paragraphs (i) and (ii).  Such determination shall be made
      (1) by the Regular Trustees by a majority vote of a quorum consisting of such
      Regular Trustees who were not parties to such action, suit or proceeding, (2)
      if
      such a quorum is not obtainable, or, even if obtainable, if a quorum of
      disinterested Regular Trustees so directs, by independent legal counsel in
      a
      written opinion, or (3) by the Common Security Holder of the
      Trust.

     

    (v) Expenses
      (including attorneys' fees)
      incurred by a Company Indemnified Person in defending a civil, criminal,
      administrative or investigative action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Debenture
      Issuer in advance of the final disposition of such action, suit or proceeding
      upon receipt of an undertaking by or on behalf of such Company Indemnified
      Person to repay such amount if it shall ultimately be determined that he is
      not
      entitled to be indemnified by the Debenture Issuer as authorized in this Section
      10.4(a).  Notwithstanding the foregoing, no advance shall be made by
      the Debenture Issuer if a determination is reasonably and promptly made (i)
      by
      the Regular Trustees by a majority vote of a quorum of disinterested Regular
      Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable,
      if a
      quorum of disinterested Regular Trustees so directs, by independent legal
      counsel in a written opinion or (iii) the Common Security Holder of the Trust,
      that, based upon the facts known to the Regular Trustees, counsel or the Common
      Security Holder at the time such determination is made, such Company Indemnified
      Person acted in bad faith or in a manner that such person did not believe to
      be
      in or not opposed to the best interests of the Trust, or, with respect to any
      criminal proceeding, that such Company Indemnified Person believed or had
      reasonable cause to believe his conduct was unlawful.  In no event
      shall any advance be made in instances where the Regular Trustees, independent
      legal counsel or Common Security Holder reasonably determine that such person
      deliberately breached his duty to the Trust or its Common or Capital Security
      Holders.

     

    
      
        
        

      

      
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    (vi) The
      indemnification and advancement of
      expenses provided by, or granted pursuant to, the other paragraphs of this
      Section 10.4(a) shall not be deemed exclusive of any other rights to which
      those
      seeking indemnification and advancement of expenses may be entitled under any
      agreement, vote of stockholders or disinterested directors of the Debenture
      Issuer or Capital Security Holders of the Trust or otherwise, both as to action
      in his official capacity and as to action in another capacity while holding
      such
      office.  All rights to indemnification under this Section 10.4(a)
      shall be deemed to be provided by a contract between the Debenture Issuer and
      each Company Indemnified Person who serves in such capacity at any time while
      this Section 10.4(a) is in effect.  Any repeal or modification of this
      Section 10.4(a) shall not affect any rights or obligations then
      existing.

     

    (vii) The
      Debenture Issuer may purchase and
      maintain insurance on behalf of any person who is or was a Company Indemnified
      Person against any liability asserted against him and incurred by him in any
      such capacity, or arising out of his status as such, whether or not the
      Debenture Issuer would have the power to indemnify him against such liability
      under the provisions of this Section 10.4(a).

     

    (viii) For
      purposes of this Section 10.4(a),
      references to "the Trust" shall include, in addition to the resulting or
      surviving entity, any constituent entity (including any constituent of a
      constituent) absorbed in a consolidation or merger, so that any person who
      is or
      was a director, trustee, officer or employee of such constituent entity, or
      is
      or was serving at the request of such constituent entity as a director, trustee,
      officer, employee or agent of another entity, shall stand in the same position
      under the provisions of this Section 10.4(a) with respect to the resulting
      or
      surviving entity as he would have with respect to such constituent entity if
      its
      separate existence had continued.

     

    (ix) The
      indemnification and advancement of
      expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless
      otherwise provided when authorized or ratified, continue as to a person who
      has
      ceased to be a Company Indemnified Person and shall inure to the benefit of
      the
      heirs, executors and administrators of such a person.

     

    (b) The
      Debenture Issuer agrees to indemnify
      the (i) Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate
      of
      the Institutional Trustee and the Delaware Trustee, and (iv) any officers,
      directors, shareholders, members, partners, employees, representatives,
      custodians, nominees or agents of the Institutional Trustee and the Delaware
      Trustee (each of the Persons in (i) through (iv) being referred to as a
      "Fiduciary Indemnified Person") for, and to hold each Fiduciary 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 or 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 10.4(b) shall survive
      the
      resignation or removal of the Institutional Trustee or the Delaware Trustee,
      as
      the case may be, and the satisfaction and discharge of this
      Declaration.

     

    SECTION
      10.5 Outside
      Businesses.

     

    Any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      may engage in or possess an interest in other business ventures of any nature
      or


     

     

    
      
        
        

      

      
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    description,
      independently or with others, similar or dissimilar to the business of the
      Trust, and the Trust and the Holders of Securities shall have no rights by
      virtue of this Declaration in and to such independent ventures or the income
      or
      profits derived therefrom, and the pursuit of any such venture, even if
      competitive with the business of the Trust, shall not be deemed wrongful or
      improper.  No Covered Person, the Sponsor, the Delaware Trustee, or
      the Institutional Trustee shall be obligated to present any particular
      investment or other opportunity to the Trust even if such opportunity is of
      a
      character that, if presented to the Trust, could be taken by the Trust, and
      any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      shall have the right to take for its own account (individually or as a partner
      or fiduciary) or to recommend to others any such particular investment or other
      opportunity.  Any Covered Person, the Delaware Trustee and the
      Institutional Trustee may engage or be interested in any financial or other
      transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
      depositary for, trustee or agent for, or act on any committee or body of holders
      of, securities or other obligations of the Sponsor or its
      Affiliates.

     

    ARTICLE
      XI

    ACCOUNTING

     

    SECTION
      11.1 Fiscal
      Year.

     

    The
      fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such
      other year as is required by the Code.

     

    SECTION
      11.2 Certain
      Accounting Matters.

     

    (a) At
      all times during the existence of the
      Trust, the Regular Trustees shall keep, or cause to be kept, full books of
      account, records and supporting documents, which shall reflect in reasonable
      detail, each transaction of the Trust.  The books of account shall be
      maintained on the accrual method of accounting, in accordance with generally
      accepted accounting principles, consistently applied.  The Trust shall
      use the accrual method of accounting for United States federal income tax
      purposes.  The books of account and the records of the Trust shall be
      examined by and reported upon as of the end of each Fiscal Year of the Trust
      by
      a firm of independent certified public accountants selected by the Regular
      Trustees.

     

    (b) The
      Regular Trustees shall cause to be
      prepared and delivered to each of the Holders of Securities, to the extent,
      if
      any, required by the Trust Indenture Act, within 90 days after the end of each
      Fiscal Year of the Trust, annual financial statements of the Trust, including
      a
      balance sheet of the Trust as of the end of such Fiscal Year, and the related
      statements of income or loss;

     

    (c) The
      Regular Trustees shall cause to be
      duly prepared and delivered to each of the Holders of Securities, any annual
      United States federal income tax information statement required by the Code,
      containing such information with regard to the Securities held by each Holder
      as
      is required by the Code and the Treasury Regulations.  Notwithstanding
      any right under the Code to deliver any such statement at a later date, the
      Regular Trustees shall endeavor to deliver all such statements within 30 days
      after the end of each Fiscal Year of the Trust.

     

     

    
      
        
        

      

      
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    (d) The
      Regular Trustees shall cause to be
      duly prepared and filed with the appropriate taxing authority, an annual United
      States federal income tax return, on a Form 1041 or such other form required
      by
      United States federal income tax law, and any other annual income tax returns
      required to be filed by the Regular Trustees on behalf of the Trust with any
      state or local taxing authority.

     

    SECTION
      11.3 Banking.

     

    The
      Trust shall maintain one or more bank accounts in the name and for the sole
      benefit of the Trust; provided, however, that all payments of funds in respect
      of the Debentures held by the Institutional Trustee shall be made directly
      to
      the Institutional Trustee Account and no other funds of the Trust shall be
      deposited in the Institutional Trustee Account.  The sole signatories
      for such accounts shall be designated by the Regular Trustees; provided,
      however, that the Institutional Trustee shall designate the signatories for
      the
      Institutional Trustee Account.

     

    SECTION
      11.4 Withholding.

     

    The
      Trust and the Regular Trustees shall comply with all withholding requirements
      under United States federal, state and local law.  The Trust shall
      request, and the Holders shall provide to the Trust, such forms or certificates
      as are necessary to establish an exemption from withholding with respect to
      each
      Holder, and any representations and forms as shall reasonably be requested
      by
      the Trust to assist it in determining the extent of, and in fulfilling, its
      withholding obligations.  The Regular Trustees shall file required
      forms with applicable jurisdictions and, unless an exemption from withholding
      is
      properly established by a Holder, shall remit amounts withheld with respect
      to
      the Holder to applicable jurisdictions.  To the extent that the Trust
      is required to withhold and pay over any amounts to any authority with respect
      to distributions or allocations to any Holder, the amount withheld shall be
      deemed to be a distribution in the amount of the withholding to the
      Holder.  In the event of any claimed overwithholding, Holders shall be
      limited to an action against the applicable jurisdiction.  If the
      amount required to be withheld was not withheld from actual Distributions made,
      the Trust may reduce subsequent Distributions by the amount of such
      withholding.

     

    ARTICLE
      XII

    AMENDMENTS
      AND MEETINGS

     

    SECTION
      12.1 Amendments.

     

    (a) Except
      as otherwise provided in this
      Declaration or by any applicable terms of the Securities, this Declaration
      may
      only be amended by a written instrument approved and executed
      by:

     

    (i) the
      Regular Trustees (or, if there are
      more than two Regular Trustees a majority of the Regular
      Trustees);

     

    (ii) if
      the amendment affects the rights,
      powers, duties, obligations or immunities of the Institutional Trustee, the
      Institutional Trustee; and

     

     

    
      
        
        

      

      
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    (iii) if
      the amendment affects the rights,
      powers, duties, obligations or immunities of the Delaware Trustee, the Delaware
      Trustee;

     

    (b) no
      amendment shall be made, and any such
      purported amendment shall be void and ineffective:

     

    (i) unless,
      in the case of any proposed
      amendment, the Institutional Trustee shall have first received an Officers'
      Certificate from each of the Trust and the Sponsor that such amendment is
      permitted by, and conforms to, the terms of this Declaration (including the
      terms of the Securities);

     

    (ii) unless,
      in the case of any proposed
      amendment which affects the rights, powers, duties, obligations or immunities
      of
      the Institutional Trustee, the Institutional Trustee shall have first
      received:

     

    (A) an
      Officers' Certificate from each of
      the Trust and the Sponsor that such amendment is permitted by, and conforms
      to,
      the terms of this Declaration (including the terms of the Securities);
      and

     

    (B) an
      opinion of counsel (who may be
      counsel to the Sponsor or the Trust) that such amendment is permitted by, and
      conforms to, the terms of this Declaration (including the terms of the
      Securities); and

     

    (iii) to
      the extent the result of such
      amendment would be to:

     

    (A) cause
      the Trust to fail to continue to
      be classified for purposes of United States federal income taxation as a grantor
      trust;

     

    (B) reduce
      or otherwise adversely affect the
      powers of the Institutional Trustee in contravention of the Trust Indenture
      Act;
      or

     

    (C) cause
      the Trust to be deemed to be an
      Investment Company required to be registered under the Investment Company
      Act;

     

    (c) at
      such time after the Trust has issued
      any Securities that remain outstanding, any amendment that would adversely
      affect the rights, privileges or preferences of any Holder of Securities may
      be
      effected only with such additional requirements as may be set forth in the
      terms
      of such Securities;

     

    (d) Section
      9.1(c) and this Section 12.1
      shall not be amended without the consent of all of the Holders of the
      Securities;

     

    (e) Article
      IV shall not be amended without
      the consent of the Holders of a Majority in liquidation amount of the Common
      Securities and;

     

    (f) the
      rights of the Holders of the Common
      Securities under Article V to increase or decrease the number of, and appoint
      and remove Trustees shall not be amended without the consent of the Holders
      of a
      Majority in liquidation amount of the Common Securities; and

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (g) subject
      to Section 12.1(c), this
      Declaration may be amended without the consent of the Holders of the Securities
      to:

     

    (i) cure
      any ambiguity;

     

    (ii) correct
      or supplement any provision in
      this Declaration that may be defective or inconsistent with any other provision
      of this Declaration;

     

    (iii) add
      to the covenants, restrictions or
      obligations of the Sponsor;

     

    (iv) to
      conform to any change in Rule 3a-5 or
      written change in interpretation or application of Rule 3a-5 by any legislative
      body, court, government agency or regulatory authority which amendment does
      not
      have a material adverse effect on the right, preferences or privileges of the
      Holders; and

     

    (v) to
      modify, eliminate and add to any
      provision of the Declaration to such extent as may be reasonably necessary
      to
      effectuate any of the foregoing or to otherwise comply with applicable
      law.

     

    SECTION
      12.2 Meetings
      of
      the Holders of Securities; Action by Written Consent.

     

    (a) Meetings
      of the Holders of any class of
      Securities may be called at any time by the Regular Trustees (or as provided
      in
      the terms of the Securities) to consider and act on any matter on which Holders
      of such class of Securities are entitled to act under the terms of this
      Declaration, the terms of the Securities or the rules of any stock exchange
      on
      which the Capital Securities are listed or admitted for trading.  The
      Regular Trustees shall call a meeting of the Holders of such class if directed
      to do so by the Holders of Securities representing at least 10% in liquidation
      amount of such class of Securities.  Such direction shall be given by
      delivering to the Regular Trustees one or more calls in a writing stating that
      the signing Holders of Securities wish to call a meeting and indicating the
      general or specific purpose for which the meeting is to be
      called.  Any Holders of Securities calling a meeting shall specify in
      writing the Security Certificates held by the Holders of Securities exercising
      the right to call a meeting and only those Securities specified shall be counted
      for purposes of determining whether the required percentage set forth in the
      second sentence of this paragraph has been met.

     

    (b) Except
      to the extent otherwise provided
      in the terms of the Securities, the following provisions shall apply to meetings
      of Holders of Securities:

     

    (i) notice
      of any such meeting shall be
      given to all the Holders of Securities having a right to vote thereat at least
      7
      days and not more than 60 days before the date of such
      meeting.  Whenever a vote, consent or approval of the Holders of
      Securities is permitted or required under this Declaration or the rules of
      any
      stock exchange on which the Capital Securities are listed or admitted for
      trading, such vote, consent or approval may be given at a meeting of the Holders
      of Securities.  Any action that may be taken at a meeting of the
      Holders of Securities may be taken without a meeting if a consent in


     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    writing
      setting forth the action so
      taken is signed by the Holders of Securities owning not less than the minimum
      amount of Securities in liquidation amount that would be necessary to authorize
      or take such action at a meeting at which all Holders of Securities having
      a
      right to vote thereon were present and voting.  Prompt notice of the
      taking of action without a meeting shall be given to the Holders of Securities
      entitled to vote who have not consented in writing.  The Regular
      Trustees may specify that any written ballot submitted to the Security Holder
      for the purpose of taking any action without a meeting shall be returned to
      the
      Trust within the time specified by the Regular Trustees;

     

    (ii) each
      Holder of a Security may authorize
      any Person to act for it by proxy on all matters in which a Holder of Securities
      is entitled to participate, including waiving notice of any meeting, or voting
      or participating at a meeting.  No proxy shall be valid after the
      expiration of 11 months from the date thereof unless otherwise provided in
      the
      proxy.  Every proxy shall be revocable at the pleasure of the Holder
      of Securities executing it.  Except as otherwise provided herein, all
      matters relating to the giving, voting or validity of proxies shall be governed
      by the General Corporation Law of the State of Delaware relating to proxies,
      and
      judicial interpretations thereunder, as if the Trust were a Delaware corporation
      and the Holders of the Securities were stockholders of a Delaware
      corporation;

     

    (iii) each
      meeting of the Holders of the
      Securities shall be conducted by the Regular Trustees or by such other Person
      that the Regular Trustees may designate; and

     

    (iv) unless
      the Statutory Trust Act, this
      Declaration, the terms of the Securities, or the Trust Indenture Act, otherwise
      provides, the Regular Trustees, in their sole discretion, shall establish all
      other provisions relating to meetings of Holders of Securities, including notice
      of the time, place or purpose of any meeting at which any matter is to be voted
      on by any Holders of Securities, waiver of any such notice, action by consent
      without a meeting, the establishment of a record date, quorum requirements,
      voting in person or by proxy or any other matter with respect to the exercise
      of
      any such right to vote.

     

    ARTICLE
      XIII

    REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE

    AND
      DELAWARE TRUSTEE

     

    SECTION
      13.1 Representations
      and Warranties of Institutional Trustee.

     

    The
      Trustee that acts as initial Institutional Trustee represents and warrants
      to
      the Trust and to the Sponsor at the date of this Declaration, and each Successor
      Institutional Trustee represents and warrants to the Trust and the Sponsor
      at
      the time of the Successor Institutional Trustee's acceptance of its appointment
      as Institutional Trustee that:

     

    (a) the
      Institutional Trustee is a banking
      corporation with trust powers, duly organized, validly existing and in good
      standing under the laws of the State of New York, with trust power and authority
      to execute and deliver, and to carry out and perform its obligations under
      the
      terms of, this Declaration;

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (b) the
      execution, delivery and performance
      by the Institutional Trustee of the Declaration has been duly authorized by
      all
      necessary corporate action on the part of the Institutional
      Trustee.  The Declaration has been duly executed and delivered by the
      Institutional Trustee, and it constitutes a legal, valid and binding obligation
      of the Institutional Trustee, enforceable against it in accordance with its
      terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency,
      and other similar laws affecting creditors' rights generally and to general
      principles of equity and the discretion of the court (regardless of whether
      the
      enforcement of such remedies is considered in a proceeding in equity or at
      law);

     

    (c) the
      execution, delivery and performance
      of the Declaration by the Institutional Trustee does not conflict with or
      constitute a breach of the Articles of Organization or By-laws of the
      Institutional Trustee; and

     

    (d) no
      consent, approval or authorization
      of, or registration with or notice to, any State or Federal banking authority
      is
      required for the execution, delivery or performance by the Institutional
      Trustee, of the Declaration.

     

    SECTION
      13.2 Representations
      and Warranties of Delaware Trustee.

     

    The
      Trustee that acts as initial Delaware Trustee represents and warrants to the
      Trust and to the Sponsor at the date of this Declaration, and each Successor
      Delaware Trustee represents and warrants to the Trust and the Sponsor at the
      time of the Successor Delaware Trustee's acceptance of its appointment as
      Delaware Trustee that:

     

    (a) The
      Delaware Trustee is a Delaware
      banking corporation with trust powers, duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware, with trust power and
      authority to execute and deliver, and to carry out and perform its obligations
      under the terms of, the Declaration.

     

    (b) The
      Delaware Trustee has been authorized
      to perform its obligations under the Certificate of Trust and the
      Declaration.  The Declaration under Delaware law constitutes a legal,
      valid and binding obligation of the Delaware Trustee, enforceable against it
      in
      accordance with its terms, subject to applicable bankruptcy, reorganization,
      moratorium, insolvency, and other similar laws affecting creditors' rights
      generally and to general principles of equity and the discretion of the court
      (regardless of whether the enforcement of such remedies is considered in a
      proceeding in equity or at law).

     

    (c) No
      consent, approval or authorization
      of, or registration with or notice to, any State or Federal banking authority
      is
      required for the execution, delivery or performance by the Delaware Trustee,
      of
      the Declaration.

     

    (d) The
      Delaware Trustee is an entity which
      maintains its principal place of business in the State of
      Delaware.

     

    
      
        
        

      

      
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    ARTICLE
      XIV

    MISCELLANEOUS

     

    SECTION
      14.1 Notices.

     

    All
      notices provided for in this Declaration shall be in writing, duly signed by
      the
      party giving such notice, and shall be delivered, telecopied or mailed by
      registered or certified mail, as follows:

     

    (a) if
      given to the Trust, in care of the
      Regular Trustees at the Trust's mailing address set forth below (or such other
      address as the Trust may give notice of to the Holders of the
      Securities):

     

    Citigroup
      Capital XXI

    c/o
      Citigroup Inc.

    153
      East 53rd Street

    New
      York, NY  10043

    Attention:
      Eric Wentzel

    


    (b) if
      given to the Delaware Trustee, at the
      mailing address set forth below (or such other address as Delaware Trustee
      may
      give notice of to the Holders of the Securities):

     

    The
      Bank of New York (Delaware)

    100
      White Clay Center

    Route
      273

    P.
      O. Box 6995

    Newark,
      DE 19711

    Attention:
      Corporate Trust Department

    


    (c) if
      given to the Institutional Trustee,
      at the mailing address set forth below (or such other address as the
      Institutional Trustee may give notice of to the Holders of the
      Securities):

     

    The
      Bank of New York

    101
      Barclay Street-8W

    New
      York, New York 10286

    Attention:
      Global Trust Administration

    


    (d) if
      given to the Holder of the Common
      Securities, at the mailing address of the Sponsor set forth below (or such
      other
      address as the Holder of the Common Securities may give notice of to the
      Trust):

     

    Citigroup
      Inc.

    153
      East 53rd Street

    New
      York, NY  10043

    Attention:
      Charles E. Wainhouse

    


    (e) if
      given to any other Holder, at the
      address set forth on the books and records of the Trust.

     

    
      
        
        

      

      
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    All
      such notices 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
      14.2 Governing
      Law.

     

    This
      Declaration and the rights of the
      parties hereunder shall be governed by and interpreted in accordance with the
      laws of the State of Delaware and all rights and remedies shall be governed
      by
      such laws without regard to the principles of conflict of laws.

     

    SECTION
      14.3 Intention
      of
      the Parties.

     

    It
      is the intention of the parties hereto that the Trust be classified for United
      States federal income tax purposes as a grantor trust.  The provisions
      of this Declaration shall be interpreted to further this intention of the
      parties.

     

    SECTION
      14.4 Headings.

     

    Headings
      contained in this Declaration are inserted for convenience of reference only
      and
      do not affect the interpretation of this Declaration or any provision
      hereof.

     

    SECTION
      14.5 Successors
      and Assigns.

     

    Whenever
      in this Declaration any of the parties hereto is named or referred to, the
      successors and assigns of such party shall be deemed to be included, and all
      covenants and agreements in this Declaration by the Sponsor and the Trustees
      shall bind and inure to the benefit of their respective successors and assigns,
      whether so expressed.

     

    SECTION
      14.6 Partial
      Enforceability.

     

    If
      any provision of this Declaration, or the application of such provision to
      any
      Person or circumstance, shall be held invalid, the remainder of this
      Declaration, or the application of such provision to Persons or circumstances
      other than those to which it is held invalid, shall not be affected
      thereby.

     

    SECTION
      14.7 Counterparts.

     

    This
      Declaration may contain more than one counterpart of the signature page and
      this
      Declaration may be executed by the affixing of the signature of each of the
      Trustees to one of such counterpart signature pages.  All of such
      counterpart signature pages shall be read as though one, and they shall have
      the
      same force and effect as though all of the signers had signed a single signature
      page.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, the undersigned have caused these presents to be executed
      as of
      the day and year first above written.

     

    
      	 	
              /s/
                Eric L. Wentzel

            
	 	
              Name:  Eric
                L. Wentzel

            
	 	
              Title:    Regular
                Trustee

            
	 	 
	 	
              /s/
                John Gerspach

            
	 	
              Name:  John
                Gerspach

            
	 	
              Title:    Regular
                Trustee

            
	 	 
	 	
              THE
                BANK OF NEW YORK (DELAWARE),as Delaware Trustee

            
	 	 
	 	
              By:  /s/
                Kristine K. Gullo

            
	 	
              Name:  Kristine
                K. Gullo

            
	 	
              Title:  Vice
                President

            
	 	 
	 	
              THE
                BANK OF NEW YORK, as Institutional Trustee

            
	 	 
	 	
              By:­­­
                /s/ Robert A. Massimillo

            
	 	
              Name:  Robert
                A. Massimillo

            
	 	
              Title:
                Vice President

            
	 	 
	 	
              CITIGROUP
                INC., as Sponsor

            
	 	 
	 	
              By:
                /s/ Charles E. Wainhouse

            
	 	
              Name:  Charles
                E. Wainhouse

            
	 	
              Title:    Assistant
                Treasurer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      I

     

    TERMS
      OF

    8.300%
      FIXED RATE/FLOATING RATE CAPITAL SECURITIES

    8.300%
      FIXED RATE/FLOATING RATE COMMON SECURITIES

     

    Pursuant
      to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of
      December 21, 2007 (as amended from time to time, the "Declaration"), the
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Capital Securities and the Common Securities are set out
      below
      (each capitalized term used but not defined herein has the meaning set forth
      in
      the Declaration or, if not defined in such Declaration, as defined in the
      Prospectus referred to below):

     

    1. Designation
      and
      Number.

     

    (a) Capital
      Securities. 3,500,000
      8.300% Fixed Rate/Floating Rate Capital Securities of the Trust with an
      aggregate liquidation amount with respect to the assets of the Trust of THREE
      BILLION FIVE HUNDRED MILLION dollars ($3,500,000,000), and a liquidation amount
      with respect to the assets of the Trust of $1,000 per capital security, are
      hereby designated for the purposes of identification only as "8.300% Fixed
      Rate/Floating Rate Capital Securities" (the "Capital
      Securities").  The Capital Security Certificates evidencing the
      Capital Securities shall be substantially in the form of Exhibit A-1 to the
      Declaration, with such changes and additions thereto or deletions therefrom
      as
      may be required by ordinary usage, custom or practice or to conform to the
      rules
      of any stock exchange on which the Capital Securities are
      listed.

     

    (b) Common
      Securities. 500 8.300%
      Fixed Rate/Floating Rate Common Securities of the Trust with an aggregate
      liquidation amount with respect to the assets of the Trust of FIVE HUNDRED
      THOUSAND dollars ($500,000), and a liquidation amount with respect to the assets
      of the Trust of $1,000 per common security, are hereby designated for the
      purposes of identification only as "8.300% Fixed Rate/Floating Rate Common
      Securities" (the "Common Securities").  The Common Security
      Certificates evidencing the Common Securities shall be substantially in the
      form
      of Exhibit A-2 to the Declaration, with such changes and additions thereto
      or
      deletions therefrom as may be required by ordinary usage, custom or
      practice.

     

    2. Distributions.

     

                            
      (a) Distributions will be cumulative and will be payable on each Security
      until redemption (i) from and including December 21, 2007 to but excluding
      December 21, 2037, at an annual rate of 8.300%, payable semi-annually in arrears
      on June 21 and December 21 of each year, beginning on June 21, 2008; (ii) from
      and including December 21, 2037 to but excluding December 21, 2057, at an annual
      rate equal to three-month LIBOR plus 4.170%, payable quarterly in arrears on
      March 21, June 21, September 21 and December 21 of each year, beginning on
      March
      21, 2038; and (iii) to the extent the Security is not repaid on December 21,
      2057, the (“Scheduled Maturity Date”), from and including the Scheduled Maturity
      Date to but excluding the date the Security is paid in full,

     

     

    
      
         

      

      
        I-1

        
          

        

      

      
         

      

    

     

    at
      an annual rate equal to one-month
      LIBOR plus 4.170%, payable
      monthly in arrears on the 21st day of each month, beginning on January 21,
      2058(the “Coupon Rates”),
      these rates being the rates payable on the Debentures to be held by the
      Institutional Trustee. The
      amount of Distributionspayable
      shall be computed on the basis
      of (i) a 360-day year comprised of twelve 30-day months with respect to any
      Distribution
      periodending on or before
      December 21, 2037 and will include the first day but exclude the last day of
      such period, and (ii) a 360-day year and the actual number of days elapsed
      with
      respect to any Distribution
      period after such date.  If the
      date for payment of any
      Distributionon or before
      December 21, 2037 is not a Business Day, then payment of a Distributionpayable
      on such date shall be made or be
      made available for payment on the next succeeding day that is a Business Day
      with the same force and effect as if such payment were made on the relevant
      Distribution payment
      date, and without any
      interest or other payment in respect of any such delay.  If any
Distribution payment
      date after December 21,
      2037 is not a Business Day, then payment of a Distributionpayable
      on such date shall be made or be
      made available for payment on the next succeeding day that is a Business
      Day. Distributions
      in arrears beyond the
      first date such Distributions are payable (or would be payable, if not for
      any
      Extension Period (as defined below) or default by the Debenture Issuer on the
      Debentures) will bear interest thereon compoundedsemi-annually,quarterlyor
      monthly, as applicable,at the applicable
Coupon
      Rate (to the extent permitted by
      applicable law).  The term "Distributions" as used herein includes
      such cash distributions and any such interest payable unless otherwise
      stated.  A Distribution is payable only to the extent that payments
      are made in respect of the Debentures held by the Institutional Trustee and
      to
      the extent the Institutional Trustee has funds available
      therefor.

     

    (b) When,
      as and if available for payment,
      Distributions will be made by the Institutional Trustee, except as otherwise
      described below.  The Debenture Issuer has the right under the
      Indenture to defer payments of interest on the Debentures by extending the
      interest payment period from time to time on the Debentures for a period not
      exceeding 10 years (each an "Extension Period"), during which Extension Period
      no interest shall be due and payable on the Debentures, provided, that no
      Extension Period may extend beyond the Final Repayment Date.  As a
      consequence of the Debenture Issuer's extension of the interest payment period
      or earlier redemption of the Debentures, Distributions will also be
      deferred.  Despite such deferral, Distributions will continue to
      accrue with interest thereon (to the extent permitted by applicable law) at
      the
      applicable Coupon Rate compounded semi-annually, quarterly, or monthly as
      applicable during any such Extension Period.  In the event that the
      Debenture Issuer exercises its right to extend the interest payment period,
      then
      (a) the Debenture Issuer and any subsidiary of the Debenture Issuer shall not
      declare or pay any dividend on, make any distributions with respect to, or
      redeem, purchase, acquire or make a liquidation payment with respect to, any
      of
      its capital stock or make any guarantee payment with respect thereto (other
      than
(i) purchases, redemptions
      or other acquisitions of shares of capital stock of the Debenture Issuerin
      connection with any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      employees, officers, directors or consultants, (ii) purchases of shares of
      common stock of the
      Debenture Issuerpursuant to
      a contractually binding requirement to buy stock existing prior to the
      commencement of the extension period, including under a contractually binding
stock
      repurchase plan,(iii)
      as a result of an exchange or
      conversion of any class or series of the Debenture Issuer'scapital
      stock for any other class or
      series of the Debenture
      Issuer'scapital stock, (iv)
      the purchase of fractional interests in shares of the Debenture Issuer'scapital
      stock pursuant to the conversion
      or exchange provisions of such capital stock or the security being converted or
      exchanged, or (v)
the
purchase
      of Debenture Issuer'scapital
      stock in connection


     

     

    
      
         

      

      
        I-2

        
          

        

      

      
         

      

    

     

     

    with
      the distribution
      thereof);
and
      (b) the Debenture
      Issuer and any subsidiary of
      the Debenture Issuer will
      not make any payment of interest, principal or premium on, or repay, repurchase
      or redeem, any debt securities or guarantees issued by the Debenture Issuerthat
      rank pari passu with
      or junior to the Debentures (other
      than (i) any payment of current
      or deferred
interest
      on securities that rank pari
      passu with the Debentures
that
      is made pro rata to
      the amounts due on such securities (including the Debentures),
      provided that any such payments of
deferred
interest
      are made in accordance with
Section 13.5(d) of the
      Indenture, (ii) any
      payments of deferred
interest
      on securities that rank pari
      passu with the Debentures
that,
      if not made, would
cause a breach of the
      terms
      of the instrument governing such securities,
(iii)
      any payments of principal in
      respect of any securities that rank pari passu with the Debentures and that
      have
      an earlier scheduled maturity date than the Debentures, as required under a
      provision of such securities that is substantially the same as the provision
      described in paragraph 15 of the Officer’s Certificate (as defined below), and
      any payments in respect of securities that rank pari passu with the Debentures
      and that have the same Scheduled Maturity Date as the Debentures, as required
      by
      such a provision, and that are made on a pro rata basis among one or more series
      of parity securities having such a provision and the Debentures or
      (iv) any repayment or redemption of a
      security necessary to avoid a breach of the instrument governing the same).
      The
      foregoing, however, will not apply to any stock dividends paid by the Debenture
      Issuer where
      the dividend stock is the same
      stock as that on which the dividend is being paid.  In addition, the
      Debenture Issuer may pay current interest at any time with cash from any source.
      Prior to the termination of any such Extension Period, the Debenture Issuer
      may
      further extend such Extension Period; provided, that such Extension Period,
      together with all such previous and further extensions thereof, may not exceed
      10 years; provided further, that no Extension Period may extend beyond the
      Final
      Repayment Date or the earlier redemption of the Debentures. Payments of deferred
      Distributions and accrued interest thereon will be payable to Holders as they
      appear on the books and records of the Trust on the first record date before
      the
      end of the Extension Period.  Upon the termination of any Extension
      Period and the payment of all amounts then due, the Debenture Issuer may
      commence a new Extension Period, subject to the above
      requirements.  The Regular Trustees will give notice to each Holder of
      any Extension Period upon their receipt of notice thereof from the Debenture
      Issuer.

     

    (c) If
      the Debenture Issuer does not pay all
      accrued and unpaid interest on the Debentures for a period of 5 years or if
      the
      Debenture Issuer pays current interest on the Debentures during an Extension
      Period, it will be subject to the "Alternative Payment Mechanism," whereby
      the
      Debenture Issuer will be obliged to continuously
      use its commercially
      reasonable efforts to sell shares of its common stock (including treasury
      shares). The Debenture Issuer will notify the Board of Governors of the Federal
      Reserve Bank and the Federal Reserve Bank of New York, or its successor as
      the
      Debenture Issuer’s primary federal banking regulator (collectively, the “Federal
      Reserve”) (1) of the commencement of any Extension Period, (2) of the fifth
      anniversary of the commencement of an Extension period or earlier payment of
      current interest on the Debentures during an Extension Period and (3) of its
      intention to sell shares of its common stock and/or Qualified Warrants (as
      defined below) and to apply the net proceeds from such sale to pay deferred
      interest on the Debentures at least 25 Business Days in advance of the relevant
      payment date (or such longer period as may be required by the Federal Reserve
      or
      by other supervisory action). The Debenture Issuer may pay accrued and unpaid
      interest on the Debentures on or prior to the next interest payment date using
      only the net proceeds (after underwriters’ or placement agents’ fees,
      commissions or discounts and other expenses relating to the issuances) of such
      sales received by the Debenture Issuer during the 180-day period prior to that
      

     

     

    
      
         

      

      
        I-3

        
          

        

      

      
         

      

    

     

     

    interest
      payment date, except that the
      Debenture Issuer may pay accrued and unpaid interest on the Debentures with
      cash
      from any source (i) upon the maturity of the Debentures, (ii) during the
      occurrence and continuation of a Supervisory Event (as defined in the Indenture)
      or (iii) if an Event of Default and Acceleration under the Indenture shall
      have
      occurred and be continuing. Corresponding Distributions will be made on the
      Securities. If (1) a Supervisory Event or (2) a Market Disruption Event (as
      defined in the Indenture) shall have occurred and be continuing; then the
      Debenture Issuer will be excused from its obligation to use its commercially
      reasonable efforts to sell its common stock and apply the net proceeds of such
      sale to pay accrued and unpaid interest on the Debentures. During the occurrence
      of a Supervisory Event, the Debenture Issuer will, no later than 30 Business
      Days prior to each interest payment date, notify the Federal Reserve of its
      intention to both (1) issue or sell shares of common stock and (2) to apply
      the
      net proceeds from such sale to pay deferred interest on the Debentures, and
      shall only take any such actions if the Federal Reserve does not disapprove
      of
      any such actions within ten (10) Business Days after the Debenture Issuer gives
      such notice to the Federal Reserve.  The obligation of the Debenture
      Issuer to use commercially reasonable efforts to sell its common stock and
      apply
      the net proceeds of such sale to pay accrued and unpaid interest on the
      Debentures shall resume at such time as no Market Disruption Event or
      Supervisory Event exists or is continuing. The Debenture
      Issueris not permitted to sell
      shares of
      common stock in excess of a number of shares of common stock which at
December 21, 2007
is
      equal to 195,000,000(the
      "Share Cap Amount"), for the
      purpose of satisfying the
      Alternative Payment Mechanismor otherwise paying deferred
interest
      on the Debenturesthen
      outstanding. If the issued and
      outstanding shares of common stock shall have been changed into a different
      number of shares or a different class by reason of any stock split, reverse
      stock split, stock dividend, reclassification, recapitalization, split-up,
      combination, exchange of shares or other similar transaction, then the Share
      Cap
      Amount shall be correspondingly adjusted. The Debenture Issuershall
      increase the Share Cap Amount
      (including through the increase of its authorized share capital, if necessary)
      to an amount that would allow the Debenture Issuerto
      raise sufficient proceeds to satisfy
      its obligations to pay deferred
interest
      in full at the end of the first
      year of an ExtensionPeriod
      (and on each subsequent
      anniversary of the end of the first year of an ExtensionPeriod
      to the extent that an
ExtensionPeriod
      would last more than one year),
      if the then-current Share Cap Amount would not allow the Debenture Issuerto
      raise sufficient proceeds to satisfy
      its obligations to pay deferred
interest
      (including compounded
interest
      to that date) assuming a price
      per share equal to the average trading price of the Debenture Issuer'scommon
      shares over the ten-trading-day
      period preceding such date;  provided that the Debenture Issuerwill
      not be obligated to increase the
      Share Cap Amount above 1,400,000,000shares.
      Until the tenth anniversary of
      the commencement of
      an Extension Period, a
      Default will occur if the Debenture Issuerdoes
      not increase the Share Cap Amount
      toan amount that is greater
      than 195,000,000shares when
      required to do so as described above; provided that no Default will occur if
      the
Debenture
      Issuerhas increased
      the share cap amount to
      1,400,000,000shares.The
      Debenture Issuerwill not be obligated
      to issue common stock prior
      to the
      fifth anniversary
of
      the commencement of an Extension
      Period if the gross
      proceeds of any issuance of common stock and Qualified Warrants applied to
      pay
deferred
interest
      on the Debenturespursuant
      to the Alternative Payment
      Mechanism, together with
      the gross proceeds of all prior issuances of common stock and Qualified Warrants
      applied since the
      commencement of the Extension Period, would exceed
      an amount equal to
      2% of the product of (1) the average of the Current 

     

     

    
      
         

      

      
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    Stock
      Market Prices(as defined in the
      Indenture)of the
Debenture
      Issuer'scommon stock on the
      10 consecutive trading days ending on the fourth trading day immediately
      preceding the date of issuance by the Debenture Issuerof
      common stock applied to pay
deferred
interest
      on the Debenturespursuant
      to the Alternative Payment
      Mechanismand (2) the total
      number of issued and outstanding shares of the Debenture Issuer'scommon
      stock as of the date of the
Debenture
      Issuer'spublicly available
      consolidated financial statements (the “APM Maximum Obligation”). Once the
Debenture
      Issuerreaches the APM
      Maximum Obligation for an ExtensionPeriod,
      the Debenture Issuerwill
      not be obligated to issue more
      common stock or Qualified Warrants in satisfaction of the
      Alternative
      Payment Mechanismprior to
      the fifth
anniversary
of
      the commencement of an Extension
      Period even if the Current
      Stock Market Price of the Debenture Issuer'scommon
      stock or the number of
      outstanding shares of its common stock subsequently increase. The APM Maximum
      Obligation will cease to apply following the fifth
anniversary
of
      the commencement of an Extension
      Period, at which point the
      Debenture
      Issuermust repay any
deferred
interest,
      regardless of the time at which
      it was deferred, using proceeds from sales of the Debenture Issuer'scommon
      stock, including treasury shares,
      subject to any Market Disruption Event, Supervisory Event, and the Share Cap
      Amount.  If the APM Maximum Obligation has been reached during an
      Extension
Period and the Debenture
      Issuersubsequently repays all
deferred
interest,
      the APM Maximum Obligation will
      cease to apply at the
      termination of such Extension Period and will not apply
      again unless
      and until the Debenture
      Issuer starts
      a new Extension Period. "Qualified
      Warrants" means warrants for
      the Debenture
      Issuer's common
      stockon their date of issuancethat
      (1) have an exercise price greater
      than the Current Stock Market Price of the Debenture Issuer's common
      stock, and (2) the Debenture Issuer is
      not entitled to redeem for cash and
      the holders are not entitled to require the Debenture Issuer to
      repurchase for cash in any
      circumstances.

     

    (d) Distributions
      on the Securities will be
      payable to the Holders thereof as they appear on the books and records of the
      Trust at the close of business on the relevant record dates.  While
      the Capital Securities remain in book-entry only form, the relevant record
      dates
      shall be one Business Day prior to the relevant payment dates which payment
      dates shall correspond to the interest payment dates on the
      Debentures.  Subject to any applicable laws and regulations and the
      provisions of the Declaration, each such payment in respect of the Capital
      Securities will be made as described under the heading "Description of the
      Capital Securities -- Book-Entry Procedures and Settlement" in the Prospectus
      dated December 17, 2007 (the "Prospectus"), of the Trust.  The
      relevant record dates for the Common Securities shall be the same record date
      as
      for the Capital Securities.  If the Capital Securities shall not
      continue to remain in book-entry only form, the relevant record dates for the
      Capital Securities shall conform to the rules of any securities exchange on
      which the securities are listed and, if none, shall be selected by the Regular
      Trustees, which dates shall be more than 14 days but less than 60 days prior
      to
      the relevant payment dates, which payment dates shall correspond to the interest
      payment dates on the Debentures.  Distributions payable on any
      Securities that are not punctually paid on any Distribution payment date, as
      a
      result of the Debenture Issuer having failed to make a payment under the
      Debentures, will cease to be payable to the Person in whose name such Securities
      are registered on the relevant record date, and such defaulted Distribution
      will
      instead be payable to the Person in whose name such Securities are registered
      on
      the special record date or other specified date determined in accordance with
      the Indenture.  If any date on which Distributions are payable on the
      Securities is not a Business Day, then payment of the Distribution payable
      on
      such date will be made on the next succeeding day that is a Business Day (and
      without any interest or other payment in respect of any such delay) except
      that,
      if such Business Day is in the next succeeding calendar year, such payment
      shall
      be made on the immediately preceding Business Day, in each case with the same
      force and effect as if made on such date.

     

     

    
      
         

      

      
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    (e) In
      the event that there is any money or
      other property held by or for the Trust that is not accounted for hereunder,
      such property shall be distributed Pro Rata (as defined herein) among the
      Holders of the Securities.

     

    3. Liquidation
      Distribution
      Upon Dissolution.

     

    (a) In
      the event of any voluntary or
      involuntary dissolution, winding-up or termination of the Trust, the Holders
      of
      the Securities on the date of the dissolution, winding-up or termination, as
      the
      case may be, will be entitled to receive out of the assets of the Trust
      available for distribution to Holders of Securities after satisfaction of
      liabilities of creditors, distributions in an amount equal to the aggregate
      of
      the stated liquidation amount of $1,000 per Security plus accrued and unpaid
      Distributions thereon to the date of payment (such amount being the "Liquidation
      Distribution"), unless, in connection with such dissolution, winding-up or
      termination, Debentures in an aggregate principal amount equal to the aggregate
      stated liquidation amount of, with an interest rate equal to the Coupon Rate,
      and bearing accrued and unpaid interest in an amount equal to the accrued and
      unpaid Distributions on, such Securities outstanding at such time, have been
      distributed on a Pro Rata basis to the Holders of the Securities in exchange
      for
      such Securities.  Prior to any such Liquidation Distribution, the
      Debenture Issuer will obtain any required regulatory
      approval.

     

    (b) If,
      upon any such dissolution, the
      Liquidation Distribution can be paid only in part because the Trust has
      insufficient assets available to pay in full the aggregate Liquidation
      Distribution, then the amounts payable directly by the Trust on the Securities
      shall be paid on a Pro Rata basis.

     

    4. Repayment
      of
      Principal.

     

    (a) The
      Debenture Issuer has agreed to repay
      the principal amount of the Debentures, together with any accrued an unpaid
      interest, on the Scheduled
      Maturity Date, to the
      extent of the Applicable Percentage of net proceeds it has received from the
      issuance of Qualifying Capital Securities during a 180-day period ending on
      a
      notice date not more than 30 or less than 10 Business Days prior to the
      Scheduled Maturity Date. The Debenture Issuer may only pay Deferred Interest
      in
      accordance with the Alternative Payment Mechanism described above. If the
      Debenture Issuer has not sold sufficient Qualifying Capital Securities to permit
      repayment of all principal and accrued and unpaid interest on the Debentures
      on
      the Scheduled Maturity Date, and has not otherwise redeemed the Debentures
      with
      the Applicable Percentage of net proceeds it has received from the issuance
      of
      Replacement Capital Securities, it will repay the Debentures to the extent
      of
      the Applicable Percentage of the net proceeds it has raised and the unpaid
      portion will remain outstanding.  The Debenture Issuer will be
      required to repay the unpaid portion of the Debentures on each subsequent
      monthly Interest Payment Date to the extent of the Applicable Percentage of
      the
      net proceeds it receives from any subsequent issuance of Qualifying Capital
      Securities or upon the earliest to occur of: (i) the redemption of the
      Debentures, (ii) an Event of Default 

     

     

    
      
         

      

      
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    and
      Acceleration of the Debentures, and
      (iii) December 21, 2077 (the “Final Repayment Date”). The Debenture Issuer will
      use its Commercially Reasonable Efforts, subject to a Market Disruption Event,
      to raise sufficient net proceeds from the issuance of Qualifying Capital
      Securities during the 180-day period described above to permit repayment of
      the
      Debentures in full on the Scheduled Maturity Date. If the Debenture Issuer
      is
      unable for any reason to raise sufficient proceeds, it will use its Commercially
      Reasonable Efforts, subject to a Market Disruption Event, to raise sufficient
      proceeds from the sale of Qualifying Capital Securities to permit repayment
      of
      the Debentures on the following Interest Payment Date, and on each monthly
      Interest Payment Date thereafter, until the Debentures are paid in
      full.  Any unpaid principal amount of the Debentures, together with
      accrued and unpaid interest, will be due and payable on the Final Repayment
      Date, regardless of the net proceeds from the sale of Qualifying Capital
      Securities or New Equity Amount that the Debenture Issuer has received by that
      time. The principal amount of the Securities will be repaid to the extent that
      the principal amount of the Debentures is repaid as described in this
      paragraph.

     

    5. Redemption
      and
      Distribution.

     

    (a) Upon
      the repayment of the Debentures in
      whole or in part, whether at the Final Repayment Date or upon an earlier
      redemption (either at the option of the Debenture Issuer or pursuant to a
      Special Event as described below), the proceeds from such repayment or payment
      shall be simultaneously applied to redeem Securities having an aggregate
      liquidation amount equal to the aggregate principal amount of the Debentures
      so
      repaid or redeemed.  Holders shall be given not less than 30 nor more
      than 60 days' notice of such redemption.  Prior to any such
      redemption, the Debenture Issuer will obtain any required regulatory
      approval.

     

    (b) If
      fewer than all the outstanding
      Securities are to be so redeemed, the Securities will be redeemed Pro Rata
      and
      the Capital Securities to be redeemed will be as described in Section 4(f)(ii)
      below.

     

    (c) Subject
      to obtaining any required
      regulatory approval, if, at any time, a Tax Event, an Investment Company Event,
      a Rating Agency Event or a Regulatory Capital Event (each as defined below,
      and
      each a "Special Event") shall occur and be continuing, the Debenture Issuer
      shall have the right, upon not less than 30 nor more than 60 days' notice,
      to
      redeem the Debentures, in whole or in part, for cash within 90 days following
      the occurrence of such Special Event, and, following such redemption, Securities
      with an aggregate liquidation amount equal to the aggregate principal amount
      of
      the Debentures so redeemed shall be redeemed by the Trust at the applicable
      Redemption Price (as defined below) on a Pro Rata basis; provided, however,
      that
      if at the time there is available to the Debenture Issuer or the Trust the
      opportunity to eliminate, within such 90-day period, the Special Event by taking
      some ministerial action, such as filing a form or making an election or pursuing
      some other similar reasonable measure that will have no adverse effect on the
      Trust, the Debenture Issuer or the holders of the Securities, then the Debenture
      Issuer or the Trust will pursue such measure in lieu of
      redemption.

     

    (d) The
      Debenture Issuer may redeem the
      Debentures at the following redemption price (the “Redemption Price”): (i) at
      any time on or after December 21, 2037 or (ii) at any time within 90 days after
      the occurrence of an Investment Company Event or a Regulatory Capital Event,
      at
      a Redemption Price equal to 100% of the aggregate principal amount of the
      Debentures being redeemed plus accrued and unpaid interest, including any
      Deferred Interest and Additional Interest (as those terms are defined in the
      Officer’s Certificate of the Debenture Issuer dated December 21, 2007,
      establishing the terms of the Debentures).  In all other cases, the
      Redemption Price will be the applicable Make-Whole Redemption
      Price.

     

     

    
      
         

      

      
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    "Tax
      Event" means that the Regular Trustees shall have received an opinion of a
      nationally recognized independent tax counsel experienced in such matters (a
      "Tax Event Opinion") to the effect that, as a result of (a) any amendment to,
      or
      change (including any announced prospective change) in, the laws (or any
      regulations thereunder) of the United States or any political subdivision or
      taxing authority thereof or therein or (b) any amendment to, or change in,
      an
      interpretation or application of such laws or regulations by any legislative
      body, court, governmental agency or regulatory authority (including the
      enactment of any legislation and the publication of any judicial decision or
      regulatory determination or administrative pronouncement on or after the date
      of
      the Prospectus), in either case after the date of the Prospectus, there is
      more
      than an insubstantial risk that (i) the Trust would be subject to United States
      federal income tax with respect to interest accrued or received on the
      Debentures, (ii) the Trust would be subject to more than a de minimis amount
      of
      other taxes, duties or other governmental charges, or (iii) interest payable
      to
      the Trust on the Debentures would not be deductible, in whole or in part, by
      the
      Debenture Issuer for United States federal income tax purposes.

     

    "Investment
      Company Event" means that the Regular Trustees shall have received an opinion
      of
      a nationally recognized independent counsel experienced in practice under the
      Investment Company Act (an "Investment Company Event Opinion") to the effect
      that, as a result of the occurrence of a change in law or regulation or a
      written change in interpretation or application of law or regulation by any
      legislative body, court, governmental agency or regulatory authority (a "Change
      in 1940 Act Law"), there is a more than an insubstantial risk that the Trust
      is
      or will be considered an Investment Company which is required to be registered
      under the Investment Company Act, which Change in 1940 Act Law becomes effective
      on or after the date of the Prospectus.

     

    “Rating
      Agency Event” means that any nationally recognized statistical rating
      organization within the meaning of Rule 15c3-1 under the Exchange Act that
      then
      publishes a rating for Citigroup (a “Rating Agency”) amends, clarifies or
      changes the criteria it uses to assign equity credit to securities such as
      the
      Debentures, which amendment, clarification or change results in either (a)
      the
      shortening of the length of time the Debentures are assigned a particular level
      of equity credit by that Rating Agency as compared to the length of time they
      would have been assigned that level of equity credit by that Rating Agency
      or
      its predecessor on the issue date of the Capital Securities, or (b) the lowering
      of the equity credit (including by assigning equity credit up to a lesser
      amount) assigned to the Debentures by that Rating Agency as compared to the
      equity credit assigned by that Rating Agency or its predecessor on the issue
      date of the Capital Securities.

     

    "Regulatory
      Capital Event" means a determination by Citigroup, based on an opinion of
      counsel experienced in such matters (who may be an employee of Citigroup or
      any
      of its affiliates), that, as a result of (a) any amendment to, clarification
      of
      or change (including any announced prospective change) in applicable laws or
      regulations or official interpretations thereof or policies with respect thereto
      or (b) any official administrative pronouncement or judicial decision


     

     

    
      
         

      

      
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    interpreting
      or applying such laws or regulations, which amendment, clarification, change,
      pronouncement or decision is announced or is effective after the date of the
      Prospectus, there is more than an insubstantial risk that the Capital Securities
      will no longer constitute Tier I Capital of Citigroup or any bank holding
      company of which Citigroup is a subsidiary (or its equivalent) for purposes
      of
      the capital adequacy guidelines or policies of the Board of Governors of the
      Federal Reserve System or its successor as Citigroup's primary federal banking
      regulator, provided, however that the distribution of the Debentures in
      connection with the liquidation of the Trust shall not in and of itself
      constitute a Regulatory Capital Event unless such liquidation shall have
      occurred in connection with a Tax Event or an Investment Company
      Event.

     

    "Make-Whole
      Redemption Price" means, as determined by or on behalf of, the Calculation
      Agent, the greater of:

     

    (I)           
      100% of the aggregate principal amount of the Debentures being redeemed;
      and

     

    (II)           
      the sum of present values of (a) a principal payment on December 21, 2037,
      discounted from December 21, 2037 to the Redemption Date and (b) scheduled
      payments of interest that would have accrued from the Redemption Date to and
      including December 21, 2037 (not including any interest accrued to the
      Redemption Date) on the Notes being redeemed, discounted from the relevant
      Interest Payment Date to the Redemption Date on a semi-annual basis (calculated
      on the basis of the number of days from and including the date on which the
      scheduled interest would have accrued during the relevant Interest Periods
      to
      but excluding December 21, 2037, divided by the number of days in the relevant
      Interest Periods (including the first day buy excluding the last day of such
      Interest Period)) at a discount rate equal to the Treasury Rate plus (i) in
      the
      case of a Tax Event or a Rating Agency Event, 0.50% or (ii) in all other cases,
      0.50%, in each case plus accrued and unpaid interest, including any Additional
      Interest, to the Redemption Date.

     

    On
      and from the date fixed by the Regular Trustees for any distribution of
      the  Debentures and dissolution of the Trust:  (i) the
      Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee
      (or any successor Clearing Agency or its nominee), as the record Holder of
      the
      Capital Securities, will receive a registered global certificate or certificates
      representing the Debentures to be delivered upon such distribution and (iii)
      any
      certificates representing Securities, except for certificates representing
      Capital Securities held by DTC or its nominee (or any successor Clearing Agency
      or its nominee), will be deemed to represent beneficial interests in the
      Debentures having an aggregate principal amount equal to the aggregate stated
      liquidation amount of, with an interest rate identical to the Coupon Rate of,
      and accrued and unpaid interest equal to accrued and unpaid Distributions on
      such Securities until such certificates are presented to the Debenture Issuer
      or
      its agent for transfer or reissue.

     

    (e) The
      Trust may not redeem fewer than all
      the outstanding Securities unless all accrued and unpaid Distributions have
      been
      paid on all Securities for all quarterly Distribution periods terminating on
      or
      before the date of redemption.

     

     

    
      
         

      

      
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    (f) If
      the Debentures are distributed to the
      Holders of the Securities, pursuant to the terms of the Indenture, the Debenture
      Issuer will use its best efforts to cause the Debentures to be listed on the
      New
      York Stock Exchange or on such other exchange as the Capital Securities were
      listed immediately prior to the distribution of the
      Debentures.

     

    (g) Redemption
      or Distribution procedures
      will be as follows:

     

    (i)   Notice
      of any redemption of, or notice of distribution of Debentures in exchange for
      the Securities (a "Redemption/Distribution Notice") will be given by the Trust
      by mail to the Institutional Trustee and the Delaware Trustee and to each Holder
      of the Securities to be redeemed or exchanged not fewer than 30 nor more than
      60
      days before the date fixed for redemption or exchange thereof which, in the
      case
      of a redemption, will be the date fixed for redemption of the Debentures. For
      purposes of the calculation of the date of redemption or exchange and the dates
      on which notices are given pursuant to this Section 4(f)(i), a Redemption/
      Distribution Notice shall be deemed to be given on the day such notice is first
      mailed by first-class mail, postage prepaid, to the Holders of the
      Securities.  Each Redemption/Distribution Notice shall be addressed to
      the Holders of the Securities at the address of each such Holder appearing
      in
      the books and records of the Trust.  No defect in the
      Redemption/Distribution Notice or in the mailing of either thereof with respect
      to any Holder shall affect the validity of the redemption or exchange
      proceedings with respect to any other Holder.

     

    (ii) In
      the event that fewer than all the
      outstanding Securities are to be redeemed, the Securities to be redeemed shall
      be redeemed Pro Rata from each Holder of Capital Securities, it being understood
      that, in respect of Capital Securities registered in the name of and held of
      record by DTC or its nominee (or any successor Clearing Agency or its nominee),
      the distribution of the proceeds of such redemption will be made to each
      Clearing Agency Participant (or Person on whose behalf such nominee holds such
      securities) in accordance with the procedures applied by such agency or
      nominee.

     

    (iii) If
      Securities are to be redeemed and the
      Trust gives a Redemption/Distribution Notice, which notice may only be issued
      if
      the Debentures are redeemed as set out in this Section 4 (which notice will
      be
      irrevocable), then (A) while the Capital Securities are in book-entry only
      form,
      with respect to the Capital Securities, by 12:00 noon, New York City time,
      on
      the redemption date, provided, that the Debenture Issuer has paid to the
      Institutional Trustee a sufficient amount of cash in connection with the related
      redemption or maturity of the Debentures, the Institutional Trustee will deposit
      irrevocably with DTC or its nominee (or successor Clearing Agency or its
      nominee) funds sufficient to pay the applicable Redemption Price with respect
      to
      the Capital Securities and will give DTC (or any successor Clearing Agency)
      irrevocable instructions and authority to pay the Redemption Price to the
      Holders of the Capital Securities, and (B) with respect to Capital Securities
      issued in definitive form and Common Securities, provided, that the Debenture
      Issuer has paid the Institutional Trustee a sufficient amount of cash in
      connection with the related redemption or maturity of the Debentures, the
      Institutional Trustee will pay the relevant Redemption Price to the Holders
      of
      such Securities by check mailed to the address of the relevant Holder appearing
      on the books and records of the Trust on the redemption date.  If a


     

     

    
      
         

      

      
        I-10

        
          

        

      

      
         

      

    

     

    Redemption/Distribution
      Notice shall
      have been given and funds deposited as required, if applicable, then immediately
      prior to the close of business on the date of such deposit, or on the redemption
      date, as applicable, distributions will cease to accrue on the Securities so
      called for redemption and all rights of the Holders of such Securities so called
      for redemption will cease, except the right of the Holders of such Securities
      to
      receive the Redemption Price, but without interest on such Redemption
      Price.  Neither the Regular Trustees nor the Trust shall be required
      to register or cause to be registered the transfer of any Securities that have
      been so called for redemption.  If any date fixed for redemption of
      Securities is not a Business Day, then payment of the Redemption Price payable
      on such date will be made on the next succeeding day that is a Business Day
      (and
      without any interest or other payment in respect of any such delay) except
      that,
      if such Business Day falls in the next calendar year, such payment will be
      made
      on the immediately preceding Business Day, in each case with the same force
      and
      effect as if made on such date fixed for redemption.  If payment of
      the Redemption Price in respect of any Securities is improperly withheld or
      refused and not paid either by the Institutional Trustee or by the Sponsor
      as
      guarantor pursuant to the relevant Securities Guarantee, Distributions on such
      Securities will continue to accrue from the original redemption date to the
      actual date of payment, in which case the actual payment date will be considered
      the date fixed for redemption for purposes of calculating the Redemption
      Price.

     

    (iv) Redemption/Distribution
      Notices shall be
      sent by the Regular Trustees on behalf of the Trust to (A) in respect of the
      Capital Securities, DTC or its nominee (or any successor Clearing Agency or
      its
      nominee) if the Global Certificates have been issued or, if Definitive Capital
      Security Certificates have been issued, to the Holder thereof and (B) in respect
      of the Common Securities to the Holder thereof.

     

    (v) Subject
      to the foregoing and applicable
      law (including, without limitation, United States federal securities laws),
      the
      Debenture Issuer or its affiliates may at any time and from time to time
      purchase outstanding Capital Securities by tender, in the open market or by
      private agreement.

     

                            
      6. Voting
      Rights - Capital
      Securities.

     

    (a) Except
      as provided under Sections 5(b)
      and 7 and as otherwise required by law and the Declaration, the Holders of
      the
      Capital Securities will have no voting rights.

     

    (b) Subject
      to the requirements set forth in
      this paragraph, the Holders of a Majority in aggregate liquidation amount of
      the
      Capital Securities, voting separately as a class, may direct the time, method,
      and place of conducting any proceeding for any remedy available to the
      Institutional Trustee, or direct the exercise of any trust or power conferred
      upon the Institutional Trustee under the Declaration, including the right to
      direct the Institutional Trustee, as holder of the Debentures, to (i) direct
      the
      time, method and place of conducting any proceeding for any remedy available
      to
      the Debenture Trustee, or exercise any trust or power conferred on the Debenture
      Trustee with respect to the Debentures, (ii) waive any past Default (as defined
      in the Indenture) that is waivable under Section 5.6 of the Indenture, (iii)
      exercise any right to rescind or annul a declaration that the principal of
      all
      the Debentures shall be due and payable or (iv) consent to any amendment,


     

     

    
      
        
        

      

      
        I-11

        
          

        

      

      
        
        

      

    

     

    modification
      or termination of the
      Indenture or the Debentures where such consent shall be required; provided,
      however, that, where a consent or action under the Indenture would require
      the
      consent or act of each holder of each Debenture affected thereby, such consent
      or action under the Indenture shall not be effective until each Holder of
      Capital Securities shall have consented to such action or provided such
      consent.  The Institutional Trustee shall not revoke any action
      previously authorized or approved by a vote of the Holders of the Capital
      Securities.  Except with respect to directing the time, method and
      place of conducting a proceeding for a remedy available to the Institutional
      Trustee, the Institutional Trustee, as holder of the Debentures, shall not
      take
      any of the actions described in clauses (i), (ii), (iii) or (iv) above unless
      the Institutional Trustee has obtained an opinion of a nationally recognized
      independent tax counsel experienced in such matters to the effect that as a
      result of such action, the Trust will not fail to be classified as a grantor
      trust for United States federal income tax purposes.  If the
      Institutional Trustee fails to enforce its rights under the Debentures, any
      Holder of Capital Securities may directly institute a legal proceeding against
      the Debenture Issuer to enforce the Institutional Trustee's rights under the
      Debentures without first instituting a legal proceeding against the
      Institutional Trustee or any other Person or entity.  If a Default
      under the Declaration has occurred and is continuing and such event is
      attributable to the failure of the Debenture Issuer to pay interest or principal
      on the Debentures on the date such interest or principal is otherwise payable
      (or in the case of redemption, on the redemption date), then a holder of Capital
      Securities may also directly institute a proceeding for enforcement of payment
      to such holder (a "Direct Action") of the principal of or interest on the
      Debentures having a principal amount equal to the aggregate liquidation amount
      of the Capital Securities of such holder on or after the respective due date
      specified in the Debentures without first (i) directing the Institutional
      Trustee to enforce the terms of the Debentures or (ii) instituting a legal
      proceeding directly against the Debenture Issuer to enforce the Institutional
      Trustee's rights under the Debentures.  Except as provided in the
      preceding sentence, the Holders of Capital Securities will not be able to
      exercise directly any other remedy available to the holders of the
      Debentures.  In connection with such Direct Action, Citigroup will be
      subrogated to the rights of such Holder of Capital Securities under the
      Declaration to the extent of any payment made by Citigroup to such holder of
      Capital Securities in such Direct Action.

     

    Any
      required approval or direction of Holders of Capital Securities may be given
      at
      a separate meeting of Holders of Capital Securities convened for such purpose,
      at a meeting of all of the Holders of Securities in the Trust or pursuant to
      written consent.  The Regular Trustees will cause a notice of any
      meeting at which Holders of Capital Securities are entitled to vote, or of
      any
      matter upon which action by written consent of such Holders is to be taken,
      to
      be mailed to each Holder of record of Capital Securities.  Each such
      notice will include a statement setting forth (i) the date of such meeting
      or
      the date by which such action is to be taken, (ii) a description of any
      resolution proposed for adoption at such meeting on which such Holders are
      entitled to vote or of such matter upon which written consent is sought and
      (iii) instructions for the delivery of proxies or consents.

     

    No
      vote or consent of the Holders of the Capital Securities will be required for
      the Trust to redeem and cancel Capital Securities or to distribute the
      Debentures in accordance with this Declaration and the terms of the
      Securities.

     

    Notwithstanding
      that Holders of Capital Securities are entitled to vote or consent under any
      of
      the circumstances described above, any of the Capital Securities that are owned
      by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote
      or
      consent and shall, for purposes of such vote or consent, be treated as if they
      were not outstanding.

     

    
      
        
        

      

      
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                             7. Voting
      Rights - Common
      Securities.

     

    (a) Except
      as provided under Sections 6(b),
      (c) and 7 as otherwise required by law and the Declaration, the Holders of
      the
      Common Securities will have no voting rights.

     

    (b) The
      Holders of the Common Securities are
      entitled, in accordance with and subject to Article V of the Declaration, to
      vote to appoint, remove or replace any Trustee or to increase or decrease the
      number of Trustees.

     

    (c) Subject
      to Section 2.6 of the
      Declaration and only after the Default with respect to the Capital Securities
      has been cured, waived, or otherwise eliminated and subject to the requirements
      of the second to last sentence of this paragraph, the Holders of a Majority
      in
      liquidation amount of the Common Securities, voting separately as a class,
      may
      direct the time, method, and place of conducting any proceeding for any remedy
      available to the Institutional Trustee, or direct the exercise of any trust
      or
      power conferred upon the Institutional Trustee under the Declaration, including
      (i) directing the time, method, place of conducting any proceeding for any
      remedy available to the Debenture Trustee, or exercising any trust or power
      conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving
      any past Default (as defined in the Indenture) that is waivable under Section
      5.6 of the Indenture, or (iii) exercising any right to rescind or annul a
      declaration that the principal of all the Debentures shall be due and payable,
      provided that, where a consent or action under the Indenture would require
      the
      consent or act of the Holders of greater than a majority in principal amount
      of
      Debentures affected thereby (a "Super Majority"), the Institutional Trustee
      may
      only give such consent or take such action at the written direction of the
      Holders of at least the proportion in liquidation amount of the Common
      Securities which the relevant Super Majority represents of the aggregate
      principal amount of the Debentures outstanding.  Pursuant to this
      Section 6(c), the Institutional Trustee shall not revoke any action previously
      authorized or approved by a vote of the Holders of the Capital
      Securities.  Other than with respect to directing the time, method and
      place of conducting any proceeding for any remedy available to the Institutional
      Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
      shall not take any action in accordance with the directions of the Holders
      of
      the Common Securities under this paragraph unless the Institutional Trustee
      has
      obtained an opinion of tax counsel to the effect that for the purposes of United
      States federal income tax the Trust will not be classified as other than a
      grantor trust on account of such action.  If the Institutional Trustee
      fails to enforce its rights under the Declaration, any Holder of Common
      Securities may institute a legal proceeding directly against any Person to
      enforce the Institutional Trustee's rights under the Declaration, without first
      instituting a legal proceeding against the Institutional Trustee or any other
      Person.

     

    Any
      approval or direction of Holders of Common Securities may be given at a separate
      meeting of Holders of Common Securities convened for such purpose, at a meeting
      of all of the Holders of Securities in the Trust or pursuant to written
      consent.  The Regular Trustees will cause a notice of any meeting at
      which Holders of Common Securities are entitled to vote, or of any matter upon
      which action by written consent of such Holders is to be taken, to be mailed
      to


     

     

    
      
        
        

      

      
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    each
      Holder of record of Common Securities.  Each such notice will include
      a statement setting forth (i) the date of such meeting or the date by which
      such
      action is to be taken, (ii) a description of any resolution proposed for
      adoption at such meeting on which such Holders are entitled to vote or of such
      matter upon which written consent is sought and (iii) instructions for the
      delivery of proxies or consents.

     

    No
      vote or consent of the Holders of the Common Securities will be required for
      the
      Trust to redeem and cancel Common Securities or to distribute the Debentures
      in
      accordance with the Declaration and the terms of the Securities.

     

                            
      8. Amendments
      to Declaration
      and Indenture.

     

    (a) In
      addition to any requirements under
      Section 12.1 of the Declaration, if any proposed amendment to the Declaration
      provides for, or the Regular Trustees otherwise propose to effect, (i) any
      action that would adversely affect the powers, preferences or special rights
      of
      the Securities, whether by way of amendment to the Declaration or otherwise,
      or
      (ii) the dissolution, winding-up or termination of the Trust, other than as
      described in Section 8.1 of the Declaration, then the Holders of outstanding
      Securities as a class, will be entitled to vote on such amendment or proposal
      (but not on any other amendment or proposal) and such amendment or proposal
      shall not be effective except with the approval of the Holders of at least
      a
      Majority in liquidation amount of the Securities, voting together as a single
      class; provided, however, if any amendment or proposal referred to in clause
      (i)
      above would adversely affect only the Capital Securities or only the Common
      Securities, then only the affected class will be entitled to vote on such
      amendment or proposal and such amendment or proposal shall not be effective
      except with the approval of a Majority in liquidation amount of such class
      of
      Securities.

     

    (b) In
      the event the consent of the
      Institutional Trustee as the holder of the Debentures is required under the
      Indenture with respect to any amendment, modification or termination on the
      Indenture or the Debentures, the Institutional Trustee shall request the written
      direction of the Holders of the Securities with respect to such amendment,
      modification or termination and shall vote with respect to such amendment,
      modification or termination as directed by a Majority in liquidation amount
      of
      the Securities voting together as a single class; provided, however, that where
      a consent under the Indenture would require the consent of the holders of
      greater than a majority in aggregate principal amount of the Debentures (a
      "Super Majority"), the Institutional Trustee may only give such consent at
      the
      direction of the Holders of at least the proportion in liquidation amount of
      the
      Securities which the relevant Super Majority represents of the aggregate
      principal amount of the Debentures outstanding; provided, further, that the
      Institutional Trustee shall not take any action in accordance with the
      directions of the Holders of the Securities under this Section 7(b) unless
      the
      Institutional Trustee has obtained an opinion of tax counsel to the effect
      that
      for the purposes of United States federal income tax the Trust will not be
      classified as other than a grantor trust on account of such
      action.

     

                             
      9. Pro
      Rata.

     

    A
      reference in these terms of the Securities to any payment, distribution or
      treatment as being "Pro Rata" shall mean pro rata to each Holder of Securities
      according to the aggregate liquidation amount of the Securities held by the
      relevant Holder in relation to the aggregate liquidation amount of all
      Securities outstanding unless, in relation to a payment, an a 

     

    
      
        
        

      

      
        I-14

        
          

        

      

      
        
        

      

    

     

    Default
      under the Declaration has occurred and is continuing, in which case any funds
      available to make such payment shall be paid first to each Holder of the Capital
      Securities pro rata according to the aggregate liquidation amount of Capital
      Securities held by the relevant Holder relative to the aggregate liquidation
      amount of all Capital Securities outstanding, and only after satisfaction of
      all
      amounts owed to the Holders of the Capital Securities, to each Holder of Common
      Securities pro rata according to the aggregate liquidation amount of Common
      Securities held by the relevant Holder relative to the aggregate liquidation
      amount of all Common Securities outstanding.

     

                            
      10. Ranking.

     

    The
      Capital Securities rank pari passu and payment thereon shall be made Pro Rata
      with the Common Securities except that, where a Default (as defined in the
      Indenture) occurs and is continuing under the Indenture in respect of the
      Debentures held by the Institutional Trustee, the rights of Holders of the
      Common Securities to payment in respect of Distributions and payments upon
      liquidation, redemption and otherwise are subordinated to the rights to payment
      of the Holders of the Capital Securities.

     

                            
      11. Listing.

     

    The
      Capital Securities will not be listed on any exchange.

     

                            
      12. Acceptance
      of Securities
      Guarantee and Indenture.

     

    Each
      Holder of Capital Securities and Common Securities, by the acceptance thereof,
      agrees to the provisions of the Capital Securities Guarantee, including the
      subordination provisions therein and to the provisions of the
      Indenture.

     

                            
      13. No
      Preemptive
      Rights.

     

    The
      Holders of the Securities shall have no preemptive rights to subscribe for
      any
      additional securities.

     

                            
      14. Miscellaneous.

     

    These
      terms constitute a part of the Declaration.

     

    The
      Sponsor will provide a copy of the Declaration or the Capital Securities
      Guarantee, and the Indenture to a Holder without charge on written request
      to
      the Sponsor at its principal place of business.

     

     

    
      
        
        

      

      
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    EXHIBIT
      A-1

    FORM
      OF CAPITAL SECURITY CERTIFICATE

     

    THIS
      CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
      COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY.  THIS
      CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS CAPITAL
      SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE
      DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
      TO
      THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
      IN
      LIMITED CIRCUMSTANCES.

     

    UNLESS
      THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT
      FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
      AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE
      TO
      CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
      BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    
    

    
      	Certificate
              Number       	
                 Number
                of Capital Securities

            
	 	 
	 	 
	 	
               CUSIP
                NO. 173094AA1

            


    

                                                                                           
Certificate
      Evidencing Capital Securities

     

    of

     

    CITIGROUP
      CAPITAL XXI

     

    8.300%
      Capital Securities

    (Liquidation
      Amount $1,000 per Capital Security)

     

    CITIGROUP
      CAPITAL XXI, a statutory trust formed under the laws of the State of Delaware
      (the "Trust"), hereby certifies that ___________ (the "Holder") is the
      registered owner of ________ (____) capital securities of the Trust representing
      undivided beneficial interests in the assets of the Trust designated the 8.300%
      Fixed Rate/Floating Rate Capital Securities (the "Capital
      Securities").  The Capital Securities are transferable on the books
      and records of the Trust, in person or by a duly authorized attorney, upon
      surrender of this certificate duly endorsed and in proper form for
      transfer.  The designation, rights, privileges, restrictions,
      preferences and other terms and provisions of the Capital Securities are set
      forth in, and this certificate and the Capital Securities represented


     

     

    
      
        
        

      

      
        A1-1

        
          

        

      

      
        
        

      

    

     

     

    hereby
      are issued and shall in all respects be subject to, the provisions of the
      Amended and Restated Declaration of Trust of the Trust dated as of December
      21,
      2007, as the same may be amended from time to time (the "Declaration"),
      including the designation of the terms of the Capital Securities as set forth
      in
      Annex I thereto.  Capitalized terms used herein but not defined shall
      have the meaning given them in the Declaration.  The Holder is
      entitled to the benefits of the Capital Securities Guarantee to the extent
      provided therein.  The Sponsor will provide a copy of the Declaration,
      the Capital Securities Guarantee and the Indenture to a Holder without charge
      upon written request to the Sponsor at its principal place of
      business.

     

    The
      Holder of this certificate, by accepting this certificate, is deemed to have
      (i)
      agreed to the terms of the Indenture and the Debentures, including that the
      Debentures are subordinate and junior in right of payment to all Senior
      Indebtedness (as defined in the Indenture) and (ii) agreed to the terms of
      the
      Capital Securities Guarantee, including that the Capital Securities Guarantee
      is
      (A) subordinate and junior in right of payment to all other liabilities of
      Citigroup, (B) pari passu with the most senior preferred or preference stock
      now
      or hereafter issued by Citigroup and with any guarantee now or hereafter issued
      by Citigroup with respect to preferred or preference stock of Citigroup's
      affiliates and (C) senior to Citigroup's common stock.

     

    Upon
      receipt of this certificate, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    By
      acceptance, the Holder agrees to treat, for United States federal income tax
      purposes, the Debentures as indebtedness and the Capital Securities as evidence
      of indirect beneficial ownership in the Debentures.

     

    
      
        
        

      

      
        A1-2

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
      _______, ____.

     

    
      	 	 
	 	
              Name:
                Eric Wentzel

            
	 	
              Title:   Regular
                Trustee

            
	 	 
	 	 
	 	
              Name:
                John Gerspach

            
	 	
              Title:   Regular
                Trustee

            


    

    


    
      
        
        

      

      
        A1-3

        
          

        

      

      
        
        

      

    

    


    _____________________

     

    ASSIGNMENT

     

    


    FOR
      VALUE RECEIVED, the undersigned assigns and transfers this Capital Security
      Certificate to:

     

    
    

    
      	 
	 
	 

              (Insert
                assignee's social security or tax identification
                number)

            


    

     

    
    

    
      	 
	 
	 (Insert
              address and zip code of assignee)


    

    


    and
      irrevocably appoints

    
      
        	 
	 


      

    

    agent
      to transfer this Capital Security Certificate on the books of the
      Trust.  The agent may substitute another to act for him or
      her.

    


    


    Date:
      _______________________

    


    Signature:
      __________________

    (Sign
      exactly as your name appears on the other side of this Capital Security
      Certificate)

     

     

     

    
      
        
        

      

      
        A1-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-2

     

    FORM
      OF COMMON SECURITY CERTIFICATE

     

    TRANSFER
      OF THIS CERTIFICATE

    IS
      SUBJECT TO THE CONDITIONS

    SET
      FORTH IN THE DECLARATION

    REFERRED
      TO BELOW

     

    Certificate
      Number                                                                                                                                            Number
      of Common Securities

    


    


    Certificate
      Evidencing Common Securities

     

    of

     

    CITIGROUP
      CAPITAL XXI

     

    8.300%
      Fixed Rate/Floating Rate Common Securities

    (Liquidation
      Amount $1,000 per Common Security)

     

    CITIGROUP
      CAPITAL XXI, a statutory trust formed under the laws of the State of Delaware
      (the "Trust"), hereby certifies that Citigroup Inc., a Delaware corporation
      (the
      "Holder"), is the registered owner of __________ (________) common securities
      of
      the Trust representing undivided beneficial interests in the assets of the
      Trust
      designated the 8.300% Fixed Rate/Floating Rate Common Securities (the "Common
      Securities").  The Common Securities are transferable on the books and
      records of the Trust, in person or by a duly authorized attorney, upon surrender
      of this certificate duly endorsed and in proper form for transfer and
      satisfaction of the other conditions set forth in the Declaration (as defined
      below), including, without limitation, Section 9.1 thereof.  The
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Common Securities represented hereby are issued and shall
      in
      all respects be subject to the provisions of the Amended and Restated
      Declaration of Trust of the Trust dated as of  December 21, 2007, as
      the same may be amended from time to time (the "Declaration"), including the
      designation of the terms of the Common Securities as set forth in Annex I
      thereto.  Capitalized terms used herein but not defined shall have the
      meaning given them in the Declaration.  The Sponsor will provide a
      copy of the Declaration and the Indenture to a Holder without charge upon
      written request to the Sponsor at its principal place of business.

     

    Upon
      receipt of this certificate, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    The
      Holder of this certificate, by accepting this certificate, is deemed to have
      agreed to the terms of the Indenture and the Debentures, including that the
      Debentures are subordinate and junior in right of payment to all Senior
      Indebtedness (as defined in the Indenture) as and to the extent provided in
      the
      Indenture.

     

    
      
        
        

      

      
        A2-1

        
          

        

      

      
        
        

      

    

    By
      acceptance, the Holder agrees to treat, for United States federal income tax
      purposes, the Debentures as indebtedness and the Common Securities as evidence
      of indirect beneficial ownership in the Debentures.

     

     

    
      
        
        

      

      
        A2-2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Trust has
      executed this certificate this ___ day of _______, ____.

    


    
      	 	 
	 	
              Name:
                Eric Wentzel

            
	 	
              Title:  Regular
                Trustee

            
	 	 
	 	 
	 	
              Name:
                John Gerspach

            
	 	
              Title:   Regular
                Trustee

            


    

    


    


    
      
        
        

      

      
        A2-3

        
          

        

      

      
        
        

      

    

    _____________________

    


    


    ASSIGNMENT

    


    FOR
      VALUE RECEIVED, the undersigned assigns and transfers this Common Security
      Certificate to:

    ___________________________________________________________________________________________________________________________________________________________________________________________________

    ___________________________________________________________________________________________________________________________________________________________________________________________________

     

    (Insert
      assignee's social security or tax identification number)

    ____________________________________________________________________________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

     

    (Insert
      address and zip code of assignee)

    


    and
      irrevocably appoints
      _______________________________________________________________________________________________________
      _______________________________________________________________________________________________________________
      agent to transfer this Common Security Certificate on the books of the
      Trust.  The agent may substitute another to act for him or
      her.

    


    Date:
      _______________________

    


    Signature:
      __________________

    (Sign
      exactly as your name appears on the other side of this Common Security
      Certificate)

     

     

     

    
      
        
        

      

      
        A2-4

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    SPECIMEN
      OF DEBENTURE

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    UNDERWRITING
      AGREEMENT

     

     

     

     

     

     

     

     

    


    
      C-1