citi_ex4-3.htm


    Exhibit 4.3


     

    CITIGROUP
      INC.

     

    8.300%
      Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest
      Debentures

     

    (U.S.
      Dollar Denominated Debentures)

     

     

     

    Officers'
      Certificate

     

    Each
      of the undersigned, in his capacity as an officer of Citigroup Inc. and/or
      as a
      member of the Funding Committee of Citigroup Inc., hereby certifies, pursuant
      to
      (i) the Indenture, dated as of June 28, 2007 (as supplemented from time to
      time,
      the "Indenture"), between Citigroup Inc., a Delaware corporation (the
      "Company"), and The Bank of New York, as trustee (the "Trustee"), and (ii)
      resolutions of the Board of Directors of the Company dated January 16, 2007
      and
      April 16, 2007 and of the Executive Committee of the Board of Directors of
      the
      Company dated November 15, 2007 that the following resolutions have been adopted
      by the Funding Committee:

     

    A.           There
      is hereby established a series of Securities (as that term is defined in the
      Indenture) to be issued under the Indenture, which have the following
      terms.  Certain defined terms used in this Officer’s Certificate have
      the meanings ascribed to them in Annex A hereto.

     

    
      	
               

            	
              1.

            	
              The
                title of the Securities of the series is 8.300% Fixed Rate/Floating
                Rate
                Junior Subordinated Deferrable Interest Debentures (the
                "Notes").

            


    

     

    
      	
               

            	
              2.

            	
              The
                limit upon the aggregate principal amount of the Notes which may
                be
                authenticated and delivered under the Indenture (except for Notes
                authenticated and delivered upon registration of transfer of, or
                in
                exchange for, or in lieu of, other Notes pursuant to Sections 3.4,
                3.5,
                3.6, 9.6 or 11.7 of the Indenture) is
                $3,500,500,000.

            


    

     

    
      	
               

            	
              3.

            	
              The
                interest rate at which the Notes shall bear interest, the Interest
                Payment
                Dates and the date from which interest shall accrue are all set forth
                herein:

            


    

     

    The
      Notes will bear interest (i) from 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 Notes are not repaid on the Scheduled
      Maturity Date, from and including the Scheduled Maturity Date to but excluding
      the date the Notes are paid in full, 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 interest installment so payable, and
      punctually paid or duly provided for, on any interest payment date shall, as
      provided in the Indenture, be paid to the Person in whose name the Notes (or
      one
      or more Predecessor Securities, as defined in said Indenture) is registered
      at
      the close of business on the Regular Record Date (as defined in the Indenture)
      for such interest installment, which shall be the close of business on the
      Business Day immediately preceding such interest payment date.  Any
      such interest installment not punctually paid or duly provided for (other than
      Deferred Interest) shall forthwith cease to be payable to the registered Holder
      on such Regular Record Date and may be paid to the Person in whose name the
      Notes (or one or more Predecessor Securities) is registered at the close of
      business on a special record date fixed by the Trustee for the payment of such
      defaulted interest, notice whereof shall be given to the registered Holders
      of
      this series of Notes not less than 10 days before such special record date,
      or
      may be paid at any time in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which the Notes may be listed, and
      upon such notice as may be required by such exchange, all as more fully provided
      in the Indenture.

     

    
      	
               

            	
              4.

            	
              With
                respect to the Notes only, Section 3.10(b) of the Indenture is replaced
                in
                its entirety with the following:

            


    

     

    
      	
               

            	
              (I)

            	
              The
                amount of interest payable shall be computed on the basis of (i)
                a 360-day
                year comprised of twelve 30-day months with respect to any Interest
                Period
                ending 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 Interest Period
                after
                such date.  If any Interest Payment Date on or before
                December 21, 2037 is not a Business Day, then payment of interest
                payable
                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 Interest Payment Date, and
                without any interest or other payment in respect of any such
                delay.  If any Interest Payment Date after December 21, 2037 is
                not a Business Day, then payment of interest payable on such date
                shall be
                made or be made available for payment on the next succeeding day
                that is a
                Business Day.

            


    

     

    
      	
               

            	
              5.

            	
              The
                Notes will initially be issued in fully registered form without coupons,
                will be exchangeable for other Notes of the same series, and will
                be
                transferable at any time or from time to time at the Corporate Trust
                Office of the Trustee or any other office or agency of the Company
                designated for that purpose.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Notes will be issued in the form of one or more global securities deposited
      with, or on behalf of, The Depository Trust Company (the "Depositary") and
      registered in the name of the Depositary or its nominee (a "Book-Entry Note"),
      and the transfer of the Notes will be restricted in accordance with the existing
      operating procedures of the Depositary. The Company will make payments of
      principal, premium, if any, or interest due on the Notes represented by one
      or
      more Book-Entry Notes to the Depositary or its nominee, as the case may be,
      as
      the registered owner of the related Book-Entry Note or Notes. The Depositary
      will credit the accounts of the related participants in accordance with its
      existing operating procedures.

     

    If
      the Depositary is at any time unwilling, unable or ineligible to continue as
      depositary and a successor depositary is not appointed by the Company within
      90
      days, the Company will issue Notes in certificated form in exchange for
      beneficial interests in the Book-Entry Notes. In addition, the Company may
      at
      any time determine not to have its Notes represented by one or more Book-Entry
      Notes, and, in such event, will issue Notes in certificated form in exchange
      for
      beneficial interests in Book-Entry Notes. In any such instance, an owner of
      a
      beneficial interest in a Book-Entry Note will be entitled to physical delivery
      in certificated form of Notes equal in principal amount to such beneficial
      interest and to have such Notes registered in its name. Notes are issuable
      only
      in registered form without coupons in the minimum denomination of $5,000 and
      integral multiples of $1,000 in excess thereof.  As provided in the
      Indenture and subject to certain limitations therein set forth, the Notes are
      exchangeable for a like aggregate principal amount of the Notes of a different
      authorized denomination, as requested by the Holder surrendering the
      same.

     

    
      	
               

            	
              6.

            	
              Principal
                of and interest on the Notes shall be payable at the office or agency
                of
                the Company to be maintained in the Borough of Manhattan, The City
                of New
                York, initially at the Corporate Trust Office of the Trustee, 4 New
                York
                Plaza, New York, New York 10004; provided, however,
                that at the
                option of the Company, payment of interest may be made by check mailed
                to
                the address of the person entitled thereto as such address shall
                appear in
                the register of holders of the Notes. Notwithstanding the foregoing,
                payments of principal and interest on the Notes represented by one
                or more
                Book-Entry Notes will be made as provided
                above.

            


    

     

    
      	
               

            	
              7.

            	
              The
                Notes may be redeemed, at the Company’s option, (i) at any time in whole
                or in part (subject to the conditions described in the Indenture),
                and
                (ii) in whole but not in part in certain circumstances upon the occurrence
                of a Tax Event, an Investment Company Event, a Rating Agency Event
                or a
                Regulatory Capital Event (as these last two terms are defined in
                the
                Company's Prospectus dated December 17, 2007) (each, a "Special
                Event").  The Company may redeem the Notes (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 Notes
              being
              redeemed plus accrued and unpaid interest, including any Deferred Interest
              and Additional Interest.  In all other cases, the redemption
              price will be the applicable Make-Whole Redemption Price.  Any
              redemption pursuant to this paragraph will be made upon not less than
              30
              days nor more than 60 days notice, and with respect to a redemption
              upon a
              Special Event, within 90 days following the occurrence of such Special
              Event.  If the Notes are only partially redeemed by the Company,
              the Notes will be redeemed pro rata or by lot or by any other method
              utilized by the Trustee; provided that if, at the time of redemption,
              the
              Notes are registered as a Global Security, the Depositary shall determine
              the principal amount of such Notes held by each Security Beneficial
              Owner
              to be redeemed in accordance with its procedures.  In the event
              of redemption of a Note in part only, a new Note or Notes of this series
              for the unredeemed portion hereof will be issued in the name of the
              Holder
              hereof upon the cancellation hereof.


    

     

    
      	
               

            	
              8.

            	
              Any
                redemption of the Notes, in whole or in part, prior to the Scheduled
                Maturity Date is subject to the prior concurrence or approval of
                the
                Federal Reserve, or the staff thereof, (i) if such approval is then
                required in order for the Notes to qualify as tier 1 capital of a
                bank
                holding company under applicable capital adequacy guidelines, regulations,
                policies, or published interpretations of the Federal Reserve, or
                (ii) if
                the Federal Reserve or its staff has informed the Company that it
                must
                obtain such approval before redeeming the
                Notes.

            


    

     

    
      	
               

            	
              9.

            	
              With
                respect to the Notes only, Section 13.1 of the Indenture is replaced
                in
                its entirety by the following:

            


    

     

    
      	
               

            	
              (I)

            	
              The
                Company shall have the right at any time or from time to time during
                the
                term of the Notes to defer interest payments on the Notes for up
                to 10
                years (an "Extension Period");  provided, however, that no
                Extension Period shall extend beyond the Final Repayment Date or the
                earlier redemption of the Notes.  To the extent permitted by
                applicable law, interest, the payment of which has been deferred
                because
                of the extension of the interest payment period, will bear interest
                thereon at the rate specified for the Notes compounded at the end
                of each
                Interest Period ("Compounded Interest").  At the end of any
                Extension Period with respect to the Notes, the Company shall pay
                all
                accrued and unpaid interest on such Notes, including any Additional
                Interest and Compounded Interest (together, "Deferred Interest")
                that
                shall be payable to the Holders of Notes in whose names such Notes
                are
                registered in the Security Register on the first record date after
                the end
                of such Extension Period.  Before the termination of any
                Extension Period, 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	the
              Company may further extend such period; provided that such period,
              together with all such further extensions thereof, shall not exceed
              10
              years; provided further that no prepayment of interest during an Extension
              Period shall allow the Company to extend such Extension Period beyond
              10
              years.  Upon the termination of any Extension Period with
              respect to Notes and upon the payment of all Deferred Interest then
              due,
              the Company may commence a new Extension Period with respect to the
              Notes,
              subject to the foregoing requirements.  Except as provided
              by the Alternative Payment Mechanism, no interest on the Notes shall
              be
              due and payable during an Extension Period with respect thereto, except
              at
              the end thereof, provided the Company may prepay at any time all or
              any portion of the interest accrued during any Extension Period, subject
              to the Alternative Payment Mechanism.


    

     

    
      	
               

            	
              10.

            	
              With
                respect to the Notes only, Section 13.2 of the Indenture is replaced
                in
                its entirety with the following
                language:

            


    

     

    
      	
               

            	
              (I)

            	
              If
                the Institutional Trustee of Citigroup Capital XXI is the only Holder
                of
                the Notes at the time the Company selects an Extension Period with
                respect
                thereto, the Company shall give written notice to the Regular Trustees
                and
                the Institutional Trustee of Citigroup Capital XXI and to the Trustee
                of
                its selection of such Extension Period at least one Business Day
                before
                the earlier of (i) the next succeeding date on which Distributions
                on the
                Trust Securities issued by Citigroup Capital XXI are payable, or
                (ii) the
                date Citigroup Capital XXI is required to give notice of the record
                date,
                or the date such Distributions would be payable if not for such Extension
                Period, to the New York Stock Exchange or other applicable self-regulatory
                organization or to holders of the Preferred Securities issued by
                Citigroup
                Capital XXI, but in any event at least one Business Day before such
                record
                date.

            


    

     

    
      	
               

            	
              (II)

            	
              If
                the Institutional Trustee of Citigroup Capital XXI is not the only
                Holder
                of the Notes of a series at the time the Company selects an Extension
                Period with respect thereto, the Company shall give written notice
                to the
                Holders of the Notes and the Trustee of its selection of such Extension
                Period at least 10 Business Days before the earlier of (i) the next
                succeeding Interest Payment Date, or (ii) the date the Company is
                required
                to give notice of the record or payment date of such interest payment
                to
                the New York Stock Exchange or other applicable self-regulatory
                organization or to Holders of
                Notes.

            


    

     

    
      	
               

            	
              (III)

            	
              The
                quarter in which any notice is given pursuant to paragraphs (a) or
                (b) of
                this Section 13.2 shall be counted as one of the 40
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	quarters
              permitted in the maximum Extension Period with respect to the
              Notes.


    

     

     

    
      	
               

            	
              (IV)

            	
              Notwithstanding
                anything else contained in this Indenture, the Company shall be required
                to give notice to any person of its selection of an Extension Period
                no
                more than 15 Business Days and no less than 5 Business Days before
                the
                next succeeding Interest Payment Date of the
                Notes.

            


    

     

     

    
      	
               

            	
              11.

            	
              The
                Notes are not subject to any sinking
                fund.

            


    

     

     

    
      	
               

            	
              12.

            	
              With
                respect to the Notes only, Section 13.3 of the Indenture is replaced
                in
                its entirety with the following
                language:

            


    

     

     

    
      	
               

            	
              (I)

            	
              If
                with respect to the Notes (i) the Company shall exercise its right
                to
                defer payments of interest thereon or (ii) there shall have occurred
                and
                be continuing any Default, then (a) the Company and any subsidiary
                of the
                Company 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 Company in 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 Company pursuant
                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 Company's capital stock
                for any
                other class or series of the Company's capital stock, (iv) the purchase
                of fractional interests in shares of the Company's capital stock
                pursuant to the conversion or exchange provisions of such capital
                stock or
                the security being converted or exchanged, or (v) the purchase of
                the
                Company's capital stock in connection with the distribution thereof);
                and
                (b) the Company and any subsidiary of the Company will not make any
                payment of interest, principal or premium (if any) on, or repay,
                purchase
                or redeem, any debt securities or guarantees issued by the Company
                that
                rank pari passu with or junior to the Notes (other than (i) any payment
                of
                current or Deferred Interest on securities that rank pari passu with
                the
                Notes that is made pro rata to the amounts due on such securities
                (including the Notes), provided that any such payments of Deferred
                Interest are made in accordance with the terms set forth in Section
                13.5(d) of the Indenture, (ii) any payments of Deferred Interest
                on
                securities that rank pari passu with the Notes 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 Notes and that have an earlier scheduled
              maturity date than the Notes, as required under a provision of such
              securities that is substantially the same as the provision described
              in
              paragraph 14 of this Officer’s Certificate, and any payments in respect of
              securities that rank pari passu with the Notes and that have the same
              Scheduled Maturity Date as the Notes, 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 Notes; or (iv) any repayment
              or
              redemption of a security necessary to avoid a breach of the instrument
              governing the same); provided, however, that the Company may declare
              and
              pay a stock dividend where the dividend stock is the same stock as
              that on
              which the dividend is being paid.  If any Extension Period lasts
              longer than one year, unless required to do so by the Federal Reserve
              and
              subject to the exceptions listed in clauses (a) and (b) herein, the
              Company will not, and will not permit any subsidiary to, purchase any
              of
              its common stock for a one-year period following the payment of all
              Deferred Interest pursuant to the Alternative Payment
              Mechanism.


    

     

    
      	
               

            	
              13.

            	
              With
                respect to the Notes only, Section 13.4 of the Indenture is replaced
                in
                its entirety with the following
                language:

            


    

     

    
      	
               

            	
              (I)

            	
              During
                an Extension Period, the Company may not pay Deferred Interest on
                the
                Notes on any date in an amount that exceeds the New Equity Amount
                for such
                date; provided, however, that (i) upon the Final Repayment Date,
                (ii)
                during the occurrence and continuation of a Supervisory Event or
                (iii) if
                an Event of Default and Acceleration shall have occurred and be
                continuing, the provisions of this Section 13.4 shall not apply and
                the
                Company may pay Deferred Interest with cash from any source. Nothing
                in
                this Indenture will prevent the Company from paying current interest
                on
                the Notes at any time using cash from any
                source.

            


    

     

    
      	
               

            	
              14.

            	
              Section
                13.10 entitled “Scheduled Maturity” is hereby added to the Indenture and
                provides:

            


    

     

    
      	
               

            	
              (I)

            	
              The
                principal amount of the Notes shall be payable in full by the Company
                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 business days, and not less than 10 business days, prior to the
                Scheduled Maturity Date.  If the Company has not sold sufficient
                Qualifying Capital Securities to permit repayment of the entire principal
                amount of the Notes on the Scheduled Maturity Date and has not otherwise
                redeemed the Notes with the Applicable Percentage of net proceeds
                it has
                received from the issuance of replacement capital securities (as
                defined in the Capital Replacement Covenant), the unpaid amount will
                remain outstanding.  Moreover, the Company may only pay Deferred
                Interest on the Notes out of the net proceeds from the sale of common
                stock and/or Qualified Warrants, subject to the exceptions set forth
                in
                the Alternative Payment Mechanism.  The Company will be required
                to repay the unpaid principal amount of the Notes on each subsequent
                monthly Interest Payment Date to the extent of the Applicable Percentage
                of net proceeds it receives from any subsequent issuance of Qualifying
                Capital Securities or upon the earliest to occur of the redemption
                in full
                of the Notes, an Event of Default and Acceleration of the Notes,
                and the
                Final Repayment Date.  The Company's right to redeem, repay or
                purchase the Notes is subject to the terms and conditions of the
                Capital
                Replacement Covenant for so long as that covenant is in
                effect.

            


    

     

     

    
      	
               

            	
              (II)

            	
              The
                Company agrees to use its commercially reasonable efforts (limited
                as
                described below) to raise sufficient net proceeds from the issuance
                of
                Qualifying Capital Securities during the 180-day period described
                above to
                permit repayment of the Notes in full on the Scheduled Maturity Date
                in
                accordance with the above requirement.  The Company further
                agrees that if it is unable for any reason to raise sufficient proceeds
                to
                permit payment in full on the Scheduled Maturity Date, it will use
                its
                commercially reasonable efforts, subject to limitations described
                in this
                Section 13.10, to raise sufficient proceeds from the sale of Qualifying
                Capital Securities to permit repayment on the next Interest Payment
                Date,
                and on each monthly Interest Payment Date thereafter (each of the
                Scheduled Maturity Date and the succeeding Interest Payment Dates,
                a
                “Repayment Date”), until it repays the Notes in full, or an Event of
                Default and Acceleration of the Notes occurs or until the Final Repayment
                Date.  The Company's failure to use its commercially reasonable
                efforts to raise these proceeds would be a breach of its covenant
                under
                the indenture.  However, in no event will any such failure be an
                event of default under this Indenture or give rise to a right of
                acceleration or similar remedy.

            


    

     

     

    
      	
               

            	
              (III)

            	
              Commercially
                reasonable efforts to sell Qualifying Capital Securities means
                commercially reasonable efforts to complete the sale of Qualifying
                Capital
                Securities to third parties that are not subsidiaries of the Company.
                The
                Company will not be considered to have used its commercially reasonable
                efforts to effect a sale of Qualifying Capital Securities if it determines
                not to pursue or 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	complete
              such sale solely due to pricing, coupon, dividend rate or dilution
              considerations.


    

     

     

    
      	
               

            	
              (IV)

            	
              The
                Company shall, if it has not raised sufficient net proceeds from
                the
                issuance of Qualifying Capital Securities pursuant to Section 13.10(I)
                above in connection with any Repayment Date, deliver an Officers’
                Certificate to the Trustee (which the Trustee shall promptly forward
                upon
                receipt to the Property Trustee) no more than 15 and no less than
                10
                Business Days in advance of such Repayment Date stating the amount
                of net
                proceeds, if any, raised pursuant to Section 13.10(I) above in connection
                with such Repayment Date and the corresponding principal amount of
                the
                Notes represented thereby.

            


    

     

    
      	
               

            	
              (V)

            	
              The
                Company shall be excused from its obligation to use commercially
                reasonable efforts to sell Qualifying Capital Securities pursuant
                to
                Section 13.10(II) above if such Officers’ Certificate further certifies
                that: (A) a Market Disruption Event existed during the 180-day period
                preceding the date of such Officers’ Certificate or, in the case of any
                Repayment Date after the Scheduled Maturity Date, the 30-day period
                preceding the date of such Officers’ Certificate; and (B) either (1) the
                Market Disruption Event continued for the entire 180- or 30-day period,
                as
                the case may be, or (2) the Market Disruption Event continued for
                only
                part of the period, but the Company was unable after commercially
                reasonable efforts to raise sufficient net proceeds during the rest
                of
                that period to permit repayment of the Notes in full pursuant to
                clause
                13.10(II) above. Each Officers’ Certificate delivered pursuant to this
                clause 13.10(V), unless no principal amount of Notes is to be repaid
                on
                the applicable Repayment Date, will be accompanied by a notice of
                repayment pursuant to Section 13.10 setting forth the principal amount
                of
                the Notes to be repaid on such Repayment Date, if any, which amount
                will
                be determined after giving effect to clause (A) of this Section
                13.10(V).

            


    

     

    
      	
               

            	
              (VI)

            	
              Payments
                in respect of the Notes on any Repayment Date will be applied, first,
                to
                Deferred Interest to the extent of the New Equity Amount, second,
                to pay
                current interest to the extent not paid from other sources and, third,
                to
                the principal of the Notes; provided that if the Company is obligated
                to
                sell Qualifying Capital Securities and make payments of principal
                on any
                outstanding Parity Securities in addition to the Notes in respect
                thereof,
                then on any date and for any period the Applicable Percentage of
                net
                proceeds received by the Company from those sales and available for
                such
                payments shall be applied first to any other Parity Securities having
                an
                earlier scheduled maturity date than the Notes, and then to the Notes
                and
                any other Parity Securities having the same
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	Scheduled
              Maturity Date as the Notes pro rata in accordance with their respective
              outstanding principal amounts and no such payments will be made to
              any
              other Parity Securities having a later scheduled maturity date
              until the principal of the Notes has been paid in full, except to the
              extent permitted under Section 13.3 of the Indenture as modified by
              paragraph 11 of this Officer’s Certificate. Notwithstanding the foregoing,
              if the Company raises less than $5 million of net proceeds from the
              sale
              of Qualifying Capital Securities during the relevant 180- or 30-day
              period, the Company will not be required to repay any Notes on the
              applicable Repayment Date. On the next Interest Payment Date as of
              which
              the Company has raised at least $5 million of net proceeds during the
              180-day period preceding the applicable notice date determined in
              accordance with paragraph IV of this Section 13.10 (or, if shorter,
              the
              period since the Company last repaid any principal amount of Notes),
              the
              Company shall be required to repay interest and a principal amount
              of the
              Notes equal to the Applicable Percentage of the entire net proceeds
              from
              the sale of Qualifying Capital Securities during such 180-day or shorter
              period.


    

     

    
      	
               

            	
              15.

            	
              If
                at any time Citigroup Capital shall be required to pay any taxes,
                duties,
                assessments or governmental charges of whatever nature (other than
                withholding taxes) imposed by the United States, or any other taxing
                authority, then, in any such case, the Company will pay as additional
                interest on the Notes such amounts as shall be required so that the net
                amounts received and retained by Citigroup Capital after paying any
                such
                taxes, duties, assessments or other governmental charges will be
                not less
                than the amounts Citigroup Capital would have received had no such
                taxes,
                duties, assessments or other governmental charges been
                imposed.

            


    

     

    
      	
               

            	
              16.

            	
              The
                Notes shall be subordinated and junior in right of payment to all
                Senior
                Indebtedness of the Company to the extent set forth in the
                Indenture.

            


    

     

    
      	
               

            	
              17.

            	
              The
                Notes shall be denominated, and principal of and interest on the
                Notes
                shall be payable, in United States
                dollars.

            


    

     

    
      	
               

            	
              18.

            	
              The
                Notes shall be subject to the satisfaction, discharge and defeasance
                provisions of Article 4 of the
                Indenture.

            


    

     

    
      	
               

            	
              19.

            	
              For
                the purpose of satisfying Section 13.5(a) of the Indenture or otherwise
                paying Deferred Interest on the Notes, the Company is not permitted
                to
                sell shares of common stock in excess of a number of shares of common
                stock which at December 17, 2007 is equal to 195,000,000 (the "Share
                Cap
                Amount"); provided that the Company shall not be obligated to increase
                the
                Share Cap Amount above 1,400,000,000
                shares.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B.           The
      definitions utilized herein and set forth in Annex A are added, deleted, or
      modified from those appearing in Section 1.1 of the Indenture.

     

    C.           The
      following additional matters pertain to the Notes:

     

    
      	
               

            	
              1.

            	
              The
                Notes shall be subject to the covenants and Defaults provided for
                by the
                Indenture and shall not be subject to any additional covenants or
                Defaults.

            


    

     

    
      	
               

            	
              2.

            	
              The
                Company shall pay to the Underwriters referred to below, for arranging
                the
                investment in the Notes of the proceeds of the sale of 3,500,000
                8.300%
                Fixed Rate/Floating Rate Capital Securities (the "Capital Securities")
                of
                Citigroup Capital XXI, $10 per Capital
                Security.

            


    

     

    
      	
               

            	
              3.

            	
              The
                Notes shall be in substantially the form of Note attached hereto
                as Annex
                A, with such additions and changes as any officer delivering the
                Notes
                shall, in his discretion, approve, such approval to be conclusively
                evidenced by his delivery thereof.

            


    

     

    
      	
               

            	
              4.

            	
              Any
                one of the Chairman, any Senior Vice Chairman, any Vice Chairman,
                the
                Chief Executive Officer, the President, the Chief Accounting Officer,
                the
                Chief Financial Officer, the General Counsel, the Treasurer and any
                Assistant Treasurer, shall be, and each such officer hereby is, authorized
                to enter into an underwriting agreement, and any related documents
                (the
                "Underwriting Agreement"), with Citigroup Global Markets Inc. and
                the
                other underwriters named in the Prospectus (the "Underwriters"),
                providing
                for the sale by Citigroup Capital XXI and the purchase by such
                Underwriters of the Capital Securities, such Underwriting Agreement
                to be
                in such form as the officer executing the same shall, with the advice
                of
                counsel, approve, such approval to be conclusively evidenced by such
                authorized officer's executing the same; and the Underwriting Agreement,
                when so executed, shall be presented to Citigroup Global Markets
                Inc. for
                its execution on behalf of the
                Underwriters.

            


    

     

    
      	
               

            	
              5.

            	
              The
                Secretary or any Assistant Secretary of the Company shall be, and
                each
                such person hereby is, authorized to affix the seal of the Company
                to all
                papers which may require such seal in connection with the issuance
                of the
                Notes.

            


    

     

    
      	
               

            	
              6.

            	
              Each
                of the Chairman, any Senior Vice Chairman, any Vice Chairman, the
                Chief
                Executive Officer, the President, the Chief Accounting Officer, the
                Chief
                Financial Officer, the General Counsel, the Treasurer and any Assistant
                Treasurer shall be, and each such person hereby is, authorized,
                respectively, in the name of the Company and on its behalf, to make,
                execute, issue and deliver all such documents and paper writings
                necessary
                or proper in connection with, and to give any and all persons such
                instructions and directions and to take any and all such other action
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	as
              the respectively, with the advice of counsel, may deem necessary or
              expedient to carry into effect the purposes and intent of these
              determinations, including, without limitation, to enter into a letter
              of
              representations dated on or about December 21, 2007, by and between
              the
              Company, as sponsor of Citigroup Capital, and the
              Depositary. 


    

     

    D.           Each
      of the undersigned has read the Indenture, including the provisions of Sections
      1.3, 2.1 and 3.1 and the definitions relating thereto, and the resolutions
      adopted by the Board of Directors of the Company, which are attached as Exhibit
      B to the Secretary's Certificate to be delivered on or about December 21, 2007.
      In the opinion of each of the undersigned officers of the Company, she or he
      has
      made such examination or investigation as is necessary to enable her or him
      to
      express an informed opinion as to whether or not all conditions precedent
      provided in the Indenture relating to the establishment of the form and terms
      of
      a series of Securities under the Indenture, designated as the Notes in this
      Officers' Certificate, have been complied with. In the opinion of each of the
      undersigned, all such conditions precedent have been complied with.

     

    E.           This
      Certificate and the Indenture set forth all of the terms of the
      Notes.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the undersigned has hereunto executed this Officers'
      Certificate as of the 17th
      day of December,
      2007.

     

     

    
    

    
      	 	 /s/
John
              Gerspach 	 
	 	Name:  	John
              Gerspach 	 
	 	Title:  	Controller
              and Chief Accounting Officer 	 
	 	 	 	 
	 	 	 	 
	 	 /s/
Eric
              Wentzel 	 
	 	Name:  	Eric
              Wentzel 	 
	 	Title: 	Assistant
              Treasurer 	 
	 	 	 	 
	 	 	 	 
	 	 /s/
Charles
              E. Wainhouse	 
	 	Name:  	Charles
              E. Wainhouse	 
	 	Title:  	Assistant
              Treasurer	 
	 	 	 	 
	 	 	 	 


    

     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

     

    The
      following definitions are added, deleted, or modified for purposes of the Notes
      only from those appearing in Section 1.1 of the Indenture:

     

    
      	
               

            	
              1.

            	
              “Alternative
                Payment Mechanism” means the Company’s obligations described in Sections
                13.1, 13.3, 13.4 and 13.5 of the
                Indenture.

            


    

     

    
      	
               

            	
              2.

            	
              “Applicable
                Percentage” means:

            


    

     

    
      	
               

            	
              (I)

            	
              (i)
                with respect to any sale of common stock of the Company or rights
                to
                acquire common stock of the Company (a) 133% with respect to any
                repayment, redemption or purchase prior to December 21, 2027, (b)
                200%
                with respect to any repayment, redemption or purchase on or after
                December
                21, 2027 and prior to December 21, 2047, and (c) 400% on or after
                December
                21, 2047;

            


    

     

    
      	
               

            	
              (II)

            	
              (ii)
                with respect to Debt Exchangeable for Common Equity, Debt Exchangeable
                for
                Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred
                Securities (as each of these terms is defined in the Capital Replacement
                Covenant) and Qualifying Capital Securities described under clause
                (i) of
                the definition of that term, 100% prior to December 21, 2027, 150%
                on or
                after December 21, 2027 and prior to December 21, 2047 and 300% on
                or
                after December 21, 2047;

            


    

     

    
      	
               

            	
              (III)

            	
              (iii)
                with respect to Qualifying Capital Securities described under clause
                (ii)
                of the definition of that term, 100% prior to the December 21, 2047,
                and
                200% on or after December 21, 2047;
                and

            


    

     

    
      	
               

            	
              (IV)

            	
              (iv)
                with respect to Qualifying Capital Securities described under clause
                (iii)
                of the definition of that term,
                100%.

            


    

     

    
      	
               

            	
              3.

            	
              "Business
                Day" means any day other than a Saturday, Sunday or any other day
                on which
                banking institutions in New York, New York are authorized or obligated
                by
                any applicable law to close.  In the case of interest
                determination dates for Interest Periods commencing on or after December
                21, 2037 a day that is a London Banking
                Day.

            


    

     

    
      	
               

            	
              4.

            	
              "Calculation
                Agent" means The Bank of New York, or any other firm appointed by
                the
                Company, acting as calculation
                agent.

            


    

     

    
      	
               

            	
              5.

            	
              "Capital
                Replacement Covenant" means the Capital Replacement Covenant, dated
                as of
                December 21, 2007 by the Company, as the same may be amended or
                supplemented from time to time in accordance with the terms of the
                Capital
                Replacement Covenant.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              6.

            	
              "Citigroup
                Standard TRUPS® Trust" means each of Citigroup Capital II, Citigroup
                Capital III, Citigroup Capital VII, Citigroup Capital VIII, Citigroup
                Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup
                Capital
                XII, Citigroup Capital XIII, Citigroup Capital XXIX,
                Citigroup Capital XXX, Citigroup Capital XXXI, and Citigroup Capital
                XXXII, each a Delaware statutory trust, or any other similar trust
                created
                for the purpose of issuing preferred securities in connection with
                the
                issuance of junior subordinated debt securities under either (i)
                the
                junior subordinated debt indenture dated as of July 23, 2004, between
                Citigroup and JPMorgan Chase Bank, N.A., as trustee, as the same
                has been
                or may be amended, modified, or supplemented from time to time or
                (ii) the
                indenture, dated as of October 7, 1996, between Citigroup and JPMorgan
                Chase Bank, N.A., as trustee, as the same has been amended, modified,
                or
                supplemented.

            


    

     

    
      	
               

            	
              7.

            	
              The
                definition of “Coupon Rate” shall be deleted from the
                Indenture.

            


    

     

    
      	
               

            	
              8.

            	
              “Covered
                Debtholder” means each Person (whether a Holder or a beneficial owner
                holding through a participant in a clearing agency) that buys or
                holds
                long-term indebtedness for money borrowed of the Company during the
                period
                that such long-term indebtedness for money borrowed is Covered
                Debt.

            


    

     

    
      	
               

            	
              9.

            	
              "Depositary"
                means, with respect to Notes issuable in whole or in part in the
                form of
                one or more Global Securities, a clearing agency registered under
                the
                Exchange Act that is designated to act as Depositary for such Notes
                as
                contemplated by Section 3.1.

            


    

     

    
      	
               

            	
              10.

            	
              “Extension
                Period” has the meaning set forth in paragraph 9 of this Officer’s
                Certificate.  The defined terms “Extended Interest Payment
                Period” should be read to mean “Extension Period” wherever that term
                appears in the Indenture.

            


    

     

    
      	
               

            	
              11.

            	
              “Federal
                Reserve” means the Board of Governors of the Federal Reserve System, the
                Federal Reserve Bank of New York, or a successor to either of them,
                as the
                Company's primary federal banking
                regulator.

            


    

     

    
      	
               

            	
              12.

            	
              "Final
                Repayment Date" means December 21, 2077,  the date on which the
                Company is required to pay any remaining outstanding principal and
                interest in full on the Notes whether or not the Company has sold
                Qualifying Capital Securities.

            


    

     

    
      	
               

            	
              13.

            	
              The
                definition of "Interest Payment Date," when used with respect to
                the
                Notes, is hereby updated and amended to mean the date upon which
                an
                installment of interest is payable on such
                Security.

            


    

     

    
      	
               

            	
              14.

            	
              "Interest
                Period" means each period beginning on and including an Interest
                Payment
                Date (or, with respect to the first Interest Payment Date,
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	beginning
              on and including the date the Notes are issued) and ending on but
              excluding the next Interest Payment
              Date. 


    

     

    
      	
               

            	
              15.

            	
              “LIBOR”
                means, with respect to any monthly or quarterly interest period,
                the rate
                (expressed as a percentage per annum) for deposits in United States
                dollars for a one- or three-month period, as applicable, commencing
                on the
                first day of that monthly or quarterly interest period that appears
                on the
                Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the
                LIBOR
                Determination Date for that monthly or quarterly interest period,
                as the
                case may be. If such rate does not appear on Reuters Screen LIBOR01
                Page,
                one- or three-month LIBOR will be determined on the basis of the
                rates at
                which deposits in United States dollars for a one- or three-month
                period
                commencing on the first day of that monthly or quarterly interest
                period,
                as applicable, and in a principal amount of not less than $1 million
                are
                offered to prime banks in the London interbank market by four major
                banks
                in the London interbank market selected by the Calculation Agent
                (after consultation with Citigroup), at approximately 11:00 a.m.,
                London
                time, on the LIBOR Determination Date for that monthly or quarterly
                interest period. The Calculation Agent will request the principal
                London
                office of each of such banks to provide a quotation of its rate.
                If at
                least two such quotations are provided, one- or three-month LIBOR
                with
                respect to that monthly or quarterly interest period, as applicable,
                will
                be the arithmetic mean (rounded upward if necessary to the nearest
                whole
                multiple of 0.00001%) of such quotations. If fewer than two quotations
                are
                provided, one- or three-month LIBOR with respect to that monthly
                or
                quarterly interest period, as applicable, will be the arithmetic
                mean
                (rounded upward if necessary to the nearest whole multiple of 0.00001%)
                of
                the rates quoted by three major banks in New York City selected by
                the
                Calculation Agent, at approximately 11:00 a.m., New York City time,
                on the
                first day of that monthly or quarterly interest period, as applicable,
                for
                loans in United States dollars to leading European banks for a one-
                or
                three-month period, as applicable, commencing on the first day of
                that
                monthly or quarterly interest period and in a principal amount of
                not
                less than $1 million. However, if fewer than three banks selected by
                the Calculation Agent to provide quotations are quoting as described
                above, one- or three-month LIBOR for that monthly or quarterly interest
                period, as applicable, will be the same as one- or three-month LIBOR
                as determined for the previous interest period or, in the case of
                the
                quarterly interest period beginning on December 21, 2037, 4.941%.
                The
                establishment of one- or three-month LIBOR for each monthly or quarterly
                interest period, as applicable, by the Calculation Agent shall (in
                the
                absence of manifest error) be final and
                binding;

            


    

     

    
      	
               

            	
              16.

            	
              “LIBOR
                Determination Date” means the second London Banking Day preceding the
                first day of the relevant Interest
                Period.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              17.

            	
              "London
                Banking Day" means any day on which commercial banks are open for
                general
                business (including dealings in deposits in United States dollars)
                in
                London, England.

            


    

     

    
      	
               

            	
              18.

            	
              "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 Notes 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
                but
                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.

            


    

     

    
      	
               

            	
              19.

            	
              The
                first sub-part of the definition of "Market Disruption Event" is
                hereby
                updated and amended to mean the occurrence or existence of any of
                the
                following events or circumstances:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                Company would be required to obtain the consent or approval of its
                shareholders or a regulatory body (including, without limitation,
                any
                securities exchange but excluding the Federal Reserve) or governmental
                authority to issue or sell shares of its common stock pursuant to
                the
                Alternative Payment Mechanism or to issue Qualifying Capital Securities
                pursuant to the Company’s obligations to make payments in conjunction with
                the Scheduled Maturity Date (as those obligations are described in
                Section
                13.10 of the Indenture) and such consent or approval has not yet
                been
                obtained even though the Company has used commercially reasonable
                efforts
                to obtain the required consent or
                approval;

            


    

     

    
      	
               

            	
              20.

            	
              The
                definition of “Maturity” is hereby updated and amended to mean, when used
                with respect to the Notes, the date on which the principal of such
                Note or
                an installment of principal becomes due and payable as
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 therein
              or herein provided, whether at the Final Repayment Date or by declaration
              of acceleration, call for redemption or
              otherwise.


    

     

    
      	
               

            	
              21.

            	
              “Measurement
                Date” has the meaning specified in the Capital Replacement
                Covenant.

            


    

     

    
      	
               

            	
              22.

            	
              "Parity
                Securities" means any indebtedness or any guarantee that by its terms
                ranks equally with the Notes (including the junior subordinated debt
                securities issued in connection with the offering of enhanced trust
                preferred securities by Citigroup Capital XIV, Citigroup Capital
                XV,
                Citigroup Capital XVI, Citigroup Capital XVII, Citigroup Capital
                XVIII,
                Citigroup Capital XIX and Citigroup Capital XX) and the issuance
                of which
                does not at the time of issuance prevent the Notes from qualifying
                for
                Tier 1 capital treatment (irrespective of any limits on the amount
                of
                Citigroup’s Tier 1 capital) under applicable capital adequacy guidelines,
                regulations, policies, published interpretations, or the concurrence
                or
                approval of the Federal Reserve.

            


    

     

    
      	
               

            	
              23.

            	
              Capitalized
                terms used in this definition of “Qualifying Capital Securities” only have
                the meaning given to them in the Capital Replacement
                Covenant.  “Qualifying Capital Securities” means securities or
                combinations of securities (with the exception of certain securities
                identified in the Capital Replacement Covenant) that, in the determination
                of the Company’s Board of Directors, acting in its reasonable discretion
                and reasonably construing the definitions and other terms of the
                Capital
                Replacement Covenant, meet one of the following
                criteria:

            


    

     

    (i)    in
      connection with any repayment, redemption or purchase of Securities prior to
      December 21, 2027

     

    (A)    securities
      issued by the Company or its subsidiaries that (1) rank pari passu with or junior to
      the Notes upon the liquidation, dissolution or winding up of the Company, (2)
      have no maturity or a maturity of at least 60 years and (3) either:

     

    (x)    have
      a No Payment Provision or are Non-Cumulative and are subject to a Qualifying
      Capital Replacement Covenant, or

     

    (y)    have
      an Optional Deferral Provision and a Mandatory Trigger Provision and are subject
      to Intent-Based Replacement Disclosure;

     

    (B)    securities
      issued by the Company or its subsidiaries that (1) rank pari passu with or junior to
      the Notes upon the liquidation, dissolution or winding up of the Company, (2)
      have no maturity or a maturity of at least 40 years and are subject to a
      Qualifying Capital Replacement Covenant and (3) have an Optional Deferral
      Provision and a Mandatory Trigger Provision; or

     

    (C)    Qualifying
      Preferred Stock; or

     

    (ii)    in
      connection with any repayment, redemption or purchase of Notes at any time
      on or
      after December 21, 2027 and prior to December 21, 2047

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (A)    securities
      described under clause (i) of this definition;

     

    (B)    securities
      issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to
      the Notes upon a liquidation, dissolution or winding up of the Company, (2)
      have
      no maturity or a maturity of at least 60 years and (3) either:

     

    (x)    are
      subject to a Qualifying Capital Replacement Covenant and have an Optional
      Deferral Provision, or

     

    (y)    are
      subject to Intent-Based Replacement Disclosure and have a No Payment Provision
      or are Non-Cumulative;

     

    (C)    securities
      issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to
      the Notes upon a liquidation, dissolution or winding up of the Company, (2)
      have
      no maturity or a maturity of at least 40 years and (3) either:

     

    (x)    have
      a No Payment Provision or are Non-Cumulative and are subject to a Qualifying
      Capital Replacement Covenant, or

     

    (y)    have
      an Optional Deferral Provision and a Mandatory Trigger Provision and are subject
      to Intent-Based Replacement Disclosure;

     

    (D)    securities
      issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to
      the Notes upon a liquidation, dissolution or winding-up of the Company, (2)
      have
      no maturity or a maturity of at least 25 years and are subject to a Qualifying
      Capital Replacement Covenant and (3) have an Optional Deferral Provision and
      a
      Mandatory Trigger Provision; or

     

    (E)    securities
      issued by the Company or its Subsidiaries that rank (i) senior to the Notes
      and
      securities that are pari
      passu with the Notes but (ii) junior to all other debt securities of the
      Company (other than (x) Notes and securities that are pari passu with the Notes
      and (y) securities that are pari passu with such
      Qualifying Capital Securities) upon its liquidation, dissolution or winding-up,
      and (2) either:

     

    (x)    have
      no maturity or a maturity of at least 60 years and either (I) are (a)
      Non-Cumulative or subject to a No Payment Provision and (b) subject to a
      Qualifying Capital Replacement Covenant or (II) have a Mandatory Trigger
      Provision and an Optional Deferral Provision and are subject to Intent-Based
      Replacement Disclosure, or

     

    (y)    have
      no maturity or a maturity of at least 40 years, are subject to a Qualifying
      Capital Replacement Covenant and have a Mandatory Trigger Provision and an
      Optional Deferral Provision;

     

    (F)    preferred
      stock issued by the Company or its Subsidiaries that (1) has no prepayment
      obligation on the part of the issuer thereof, whether at the election of the
      holders or otherwise, (2) has no maturity or a maturity of at least 60 years
      and
      (3) is subject to a Qualifying Capital Replacement Covenant; or

     

    (iii)    in
      connection with any repayment, redemption or purchase of Notes at any time
      on or
      after December 21, 2047 and prior to the Termination Date:

     

    (A)    securities
      described under clause (ii) of this definition;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (B)    securities
      issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to
      the Notes upon a liquidation, dissolution or winding up of the Company, (2)
      either:

    
 

    (x)    have
      no maturity or a maturity of at least 60 years and are subject to Intent-Based
      Replacement Disclosure, or

     

    (y)    have
      no maturity or a maturity at least 40 years and are subject to a Qualifying
      Capital Replacement Covenant; and

     

    (3)    have
      an Optional Deferral Provision;

     

    (C)    securities
      issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to
      the Notes upon a liquidation, dissolution or winding up of the Company, (2)
      have
      no maturity or a maturity at least 40 years are subject to Intent-Based
      Replacement Disclosure and (3) are Non-Cumulative or have a No Payment
      Provision;

     

    (D)    securities
      issued by the Company or its Subsidiaries that rank (i) senior to the Notes
      and
      securities that are pari
      passu with the Notes but (ii) junior to all other debt securities of the
      Company (other than (x) Notes and securities that are pari passu with the Notes and
      (y) securities that are pari
      passu with such Qualifying Capital Securities) upon its liquidation,
      dissolution or winding-up, and (2) either:

     

    (x)    have
      no maturity or a maturity of at least 60 years and either (i) have an Optional
      Deferral Provision and are subject to a Qualifying Capital Replacement Covenant
      or (ii) (a) are Non-Cumulative or have a No Payment Provision and (b) are
      subject to Intent-Based Replacement Disclosure, or

     

    (y)    have
      no maturity or a maturity of at least 40 years and either (i) (a) are
      Non-Cumulative or have a No Payment Provision and (b) are subject to a
      Qualifying Capital Replacement Covenant or (ii) are subject to Intent-Based
      Replacement Disclosure and have a Mandatory Trigger Provision and an Optional
      Deferral Provision; or

     

    


    (E)    preferred
      stock issued by the Company or its Subsidiaries that either (1) has no maturity
      or a maturity of at least 60 years and is subject to Intent-Based Replacement
      Disclosure or (2) has a maturity of at least 40 years and is subject to a
      Qualifying Capital Replacement Covenant.

     

    
      	
               

            	
              24.

            	
              The
                definition of “Quarterly Interest Accrual Period” shall hereby be
                deleted.

            


    

     

    
      	
               

            	
              25.

            	
              “Repayment
                Date” has the meaning set forth in paragraph 14(II) of this Officer’s
                Certificate.

            


    

     

    
      	
               

            	
              26.

            	
              "Scheduled
                Maturity Date" means December 21, 2057; if that date is not a Business
                Day, it will be postponed until the immediately succeeding Business
                Day.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              27.

            	
              "Senior
                Indebtedness" means with respect to the Company: (i) the principal,
                premium, if any, and interest in respect of (A) indebtedness for
                money
                borrowed and (B) indebtedness evidenced by securities, notes, debentures,
                bonds or other similar instruments issued by the Company, including
                without limitation (a) all indebtedness (whether now or hereafter
                outstanding) issued under the senior debt indenture, dated as of
                March 15,
                1987, between Citigroup and The Bank of New York, as trustee, as
                the same
                has been or may be amended, modified, or supplemented from time to
                time,
                (b) all indebtedness (whether now or hereafter outstanding) issued
                under
                the subordinated debt indenture, dated as of April 12, 2001, between
                Citigroup and J.P. Morgan Trust Company, National Association, as
                trustee,
                as the same has been or may be amended, modified, or supplemented
                from
                time to time, (c) all indebtedness (whether now or hereafter outstanding)
                issued to a Citigroup Standard TRUPS® Trust under the junior subordinated
                debt indenture dated as of July 23, 2004, between Citigroup and JPMorgan
                Chase Bank, N.A., as trustee, as the same has been or may be amended,
                modified, or supplemented from time to time (d) all indebtedness
                issued to
                a Citigroup Standard TRUPS® Trust under the indenture, dated as of October
                7, 1996, between Citigroup and JPMorgan Chase Bank, N.A., as trustee,
                as
                the same has been or may be amended, modified, or supplemented from
                time
                to time, and (e) any guarantee entered into by Citigroup in respect
                of any preferred securities, capital securities or preference stock
                of a
                Citigroup Standard TRUPS® Trust to which Citigroup issued any indebtedness
                under a junior subordinated debt indenture identified in (c) or (d)
                above;
                (ii) all capital lease obligations of the Company; (iii) all obligations
                of the Company issued or assumed as the deferred purchase price of
                property, all conditional sale obligations of the Company and all
                obligations of the Company under any conditional sale or title retention
                agreement (but excluding trade accounts payable in the ordinary course
                of
                business); (iv) all obligations, contingent or otherwise, of the
                Company
                in respect of any letters of credit, banker’s acceptance, security
                purchase facilities and similar credit transactions; (v) all obligations
                of the Company in respect of interest rate swap, cap or other agreements,
                interest rate future or option contracts, currency swap agreements,
                currency future or option contracts and other similar agreements;
                (vi) all
                obligations of the type referred to in clauses (i) through (v) of
                other
                Persons for the payment of which the Company is responsible or liable
                as
                obligor, guarantor or otherwise; and (vii) all obligations of the
                type
                referred to in clauses (i) through (vi) of other Persons secured
                by any
                lien on any property or asset of the Company (whether or not such
                obligation is assumed by the Company), except that Senior Indebtedness
                does not include obligations in respect of (1) any indebtedness issued
                under the Indenture, (2) any guarantee entered into by the Company
                in
                respect of any capital securities issued by a Citigroup Trust, (3)
                any
                indebtedness or any guarantee that is by its terms subordinated to,
                or
                ranks equally with, or is one of the Parity Securities to,
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	the
              Notes and the issuance of which does not at the time of issuance prevent
              the Notes from qualifying for Tier 1 capital treatment (irrespective
              of
              any limits on the amount of the Company’s Tier 1 capital) under applicable
              capital adequacy guidelines, regulations, policies, published
              interpretations, or the concurrence or approval of the Federal Reserve;
              or
              (4) trade accounts payable and other accrued liabilities arising in
              the
              ordinary course of business. 


    

     

     

    
      	
               

            	
              28.

            	
              "Treasury
                Dealer" means Citigroup Global Markets Inc. (or its successor) or,
                if
                Citigroup Global Markets Inc. (or its successor) declines to act
                as
                Treasury Dealer for this purpose or ceases to be a primary U.S. Government
                securities dealer, another nationally recognized investment banking
                firm
                that is a primary U.S. Government securities dealer specified by
                Citigroup
                Inc. for these purposes.

            


    

     

     

    
      	
               

            	
              29.

            	
              "Treasury
                Price" means the bid-side price for the Treasury Security as of the
                third
                trading day preceding the Redemption Date, as set forth in the daily
                statistical release (or any successor release) published by the Wall
                Street Journal in the table entitled “Treasury Bonds, Notes, and Bills,”
                as determined by the Treasury Dealer except that: (i) if that release
                (or
                any successor release) is not published or does not contain that
                price
                information on that trading day; or (ii) if the Treasury Dealer determines
                that the price information is not reasonably reflective of the actual
                bid-side price of the Treasury Security prevailing at 3:30 p.m.,
                New York
                City time, on that trading day, then Treasury Price will instead
                mean the
                bid-side price for the Treasury Security at or around 3:30 p.m.,
                New York
                City time, on that trading day (expressed on a next trading day settlement
                basis) as determined by the Treasury Dealer through such alternative
                means
                as commercially reasonable under the
                circumstances.

            


    

     

     

    
      	
               

            	
              30.

            	
              "Treasury
                Rate" means the semi-annual equivalent yield to maturity of a Treasury
                Security that corresponds to the Treasury Price (calculated in accordance
                with standard market practice and computed as of the second trading
                day
                immediately preceding the redemption
                date).

            


    

     

     

    
      	
               

            	
              31.

            	
              "Treasury
                Security" means the United States Treasury security that the Treasury
                Dealer determines would be appropriate to use, at the time of
                determination and in accordance with standard market practice, in
                pricing
                the Notes being redeemed in a tender offer based on a spread to United
                States Treasury yields.