1

     

    CITIGROUP
      INC.

    


    And

    


    CITIBANK,
      N.A.

    As
      Fiscal Agent, Registrar, Calculation Agent and Exchange
      Agent

    


    And

    


    DEXIA
      BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME

    As
      Paying Agent and Transfer Agent

    


    
      
        

      



    AGENCY
      AGREEMENT

    Yen
      100,000,000,000 Floating Rate Notes due 2012

     

    Dated
      as of December 21, 2007

    
      


      
        
          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

          2

           

        

      

    

    THIS
      AGREEMENT is made in London as of December 21, 2007, BY

    


    
      	
              (1)

            	
              CITIGROUP
                INC. (the “Issuer”).

            


    

    


    
      	
              (2)

            	
              CITIBANK,
                N.A. (“Citibank,
                N.A.”),
                which shall act as fiscal agent, registrar, calculation agent and
                exchange
                agent (hereinafter referred to in such respective capacities as
                “Fiscal
                Agent”, “Registrar”,
                “Calculation
                Agent”
                or as “Exchange
                Agent”,
                which expressions shall include any successor or successors thereto).
                

            


    

    


    
      	
              (3)

            	
              DEXIA
                BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME, which shall act as
                paying agent and transfer agent (hereinafter referred to as “Paying
                Agent”
                and “Transfer
                Agent”,
                which expression shall include any successor or successors
                thereto).

            


    

    


    WHEREAS
      pursuant to the Terms Agreement dated December 4, 2007 (the “Underwriting
      Agreement”)
      between the Issuer and the Underwriter named therein, the Issuer has agreed
      to
      issue its Yen 100,000,000,000 Floating Rate Notes due December 2012 (the
“Notes”);
      and

    


    WHEREAS
      the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar,
      Calculation Agent and Exchange Agent and Dexia Banque Internationale à
Luxembourg, société anonyme as Paying Agent and Transfer Agent in relation to
      the Notes upon the terms and conditions set forth in this Agreement and the
      Schedules hereto.

     

    IT
      IS
      HEREBY AGREED as follows:

     

    
      
        	1.	DEFINITIONS,
                INTERPRETATION


      

       

    

    The
      following terms shall, unless the context otherwise requires, have the
      respective meanings indicated below:

    


    “Agent(s)”
      means
      any
      of the Fiscal Agent, the Registrar, the Paying Agent, the Calculation Agent,
      the
      Exchange Agent and the Transfer Agent.

    


    “Conditions”
      means
      the terms and conditions of the Notes, as contained in the applicable Global
      Notes, in the Prospectus Supplement dated December 4, 2007 to the Prospectus
      dated March 2, 2006, and the Indenture.

    


    “Global
      Notes”
      means
      either one or both of (i) the International Global Note in the form of Schedule
      1 attached hereto and (ii) the DTC Global Notes in the form of Schedule 2
      attached hereto (also referred to herein as the “International
      Global Note” and
      the“DTC
      Global Note”,
      respectively).

    


    “Indenture”
      means
      the Indenture dated as of March 15, 1987, as amended and supplemented to date,
      between the Issuer and The Bank of New York (the “Trustee”).

    


    Terms
      not
      defined herein shall have the same meanings as are assigned thereto in the
      Underwriting Agreement and the Conditions.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3

    
      
         

        
          
            	2.	APPOINTMENTS


          

           

        

      

    

    
      2.1          The
        Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar,
        Calculation Agent and Exchange Agent in respect of the Notes and Global Notes.
        

    

    


    2.2         
      Citibank,
      N.A. hereby accepts such appointments and the resulting obligations, and agrees
      to act in such capacities, on the terms and conditions set out in this Agreement
      and the Schedules hereto. In particular, the Fiscal Agent agrees to effect
      any
      publication of notices pursuant to the Conditions.

    


    2.3         
      The
      Issuer hereby appoints Dexia Banque Internationale à Luxembourg, société anonyme
      to act as Paying Agent and Transfer Agent in respect of the Notes and Global
      Notes. 

    


    2.4         
      Dexia
      Banque Internationale à Luxembourg, société anonyme hereby accepts such
      appointments and the resulting obligations, and agrees to act in such
      capacities, on the terms and conditions set out in this Agreement and the
      Schedules hereto.

    


    2.5         
      The
      obligations of the Agents are several and not joint.

    
      
         

        
          
            	3.	THE
                    NOTES


          

           

        

      

    

    3.1         
      The
      Notes
      shall be represented by permanent Global Notes without interest coupons as
      specified in the Conditions. Each International Global Note and DTC Global
      Note
      shall be substantially in the forms attached hereto as Schedules 1 and 2,
      respectively, in each case with such changes as may be agreed between the Issuer
      and the Trustee. The Conditions shall be attached to, or endorsed upon, each
      Global Note. In the event that individual definitive Notes are issued, the
      parties shall enter into a supplement to this Agreement to provide for the
      matters set forth herein with regard to such definitive Notes.

    


    3.2         
      Each
      Global Note shall be signed manually by a duly authorised officer of the Issuer
      and dated the Issue Date. Each Global Note shall be authenticated manually
      by
      Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered
      to (i) in the case of the International Global Note, Citibank, N.A. as common
      depositary for Euroclear and Clearstream, and (ii), in the case of the DTC
      Global Notes, Citibank, N.A., London office as custodian for The Depository
      Trust Company, New York (“DTC”).

    
      
         

        
          
            	4.	PAYING
                    AGENCY


          

           

        

      

    

    4.1         
      The
      Issuer shall remit the funds necessary for the payment of interest on and
      principal of the Notes to the Fiscal Agent, in Yen in same-day funds, to such
      account at the Fiscal Agent in London as the Fiscal Agent may from time to
      time
      specify (the “Redemption
      Account”)
      on the
      Business Day such payment is due, provided always that, if any due date shall
      not be a Business Day, the Issuer shall make such transfer to the account of
      the
      Fiscal Agent on the next succeeding Business Day (for the purposes of this
      Clause 4, Business Day shall mean a day on which commercial banks and foreign
      exchange markets settle payments and are open for general business in each
      of
      London, Tokyo and The City of New York.

    


    The
      Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
      paid
      to it, to make payment of the principal of, and interest on, the Notes on the
      due date for payment set forth in the Conditions and this Agreement. If
      applicable, the Fiscal Agent will, from funds so received from the Issuer,
      credit to the account of the Paying Agent the amounts of all such payments
      made
      by it in accordance with the provisions of this Agreement.

    


    The
      Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London
      time)
      on the second Business Day before the relevant date for such payment that it
      has
      issued irrevocable payment instructions for such payment to be made.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
4

     

    4.2         
      If
      for
      any reason the Fiscal Agent does not receive unconditionally the full amount
      payable by the Issuer on the relevant due date in respect of all the outstanding
      or maturing Notes, the Fiscal Agent shall forthwith notify immediately the
      Issuer by telephone followed by facsimile and the Fiscal Agent shall not be
      bound to make any payment of principal or interest in respect of the Notes
      until
      the Fiscal Agent has received to its order the full amount of the monies then
      due and payable in respect of all outstanding or maturing Notes, provided,
      however, that if the Fiscal Agent shall, in its discretion, make any payment
      of
      principal or interest on or after the due date therefor in respect of the Notes
      prior to its unconditional receipt of the full amount then due and payable
      in
      respect of all outstanding Notes, the Issuer will promptly pay such amount
      to
      the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the
      Fiscal Agent’s cost of funding.

    


    4.3         
      Out
      of
      the sums paid to the Fiscal Agent in respect of interest and principal on the
      Notes, the Fiscal Agent will make payment free of charge to the registered
      holder of the International Global Note and the DTC Global Note as stipulated
      in
      Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent
      shall obtain from the Registrar, and the Registrar shall supply, such details
      as
      are required for the Paying Agent to make payment as stated above.

    


    
      	
              4.4

            	
               

            	
              In
                respect of the monies paid to it relating to any Note, the Fiscal
                Agent

            


    

     

    
      	
            	4.4.1	
              shall
                not be entitled to exercise any lien, right of set-off or similar
                claim
                (including without limitation any claim arising from or relating
                to any
                other issue of securities by the Issuer),


            


    

    
      
        	
              	
                4.4.2

              	
                shall
                  not be required to account for interest thereon
                  and

              


      

      
        
          	
                	
                  4.4.3

                	
                  money
                    held by it need not be segregated except as may be required by
                    applicable
                    law.

                


        

         

      

    

    
      
        
          
            	5.	DOCUMENTS FOR
                    INSPECTION AND
                    PUBLICATION OF NOTICES


          

           

        

      

    

    5.1         
      On
      behalf
      and at the request and expense of the Issuer, the Fiscal Agent shall cause
      to be
      published any notices required to be given by the Issuer in accordance with
      the
      Conditions.

    


    5.2        
      The
      Issuer shall provide to the Fiscal Agent sufficient copies of all documents
      required by the Conditions to be available for issue or inspection, and the
      Fiscal Agent shall make such copies available to Noteholders upon their
      request.

    


    5.3         
      To
      the
      extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior
      to publication) of all notices to be issued in connection with the
      Notes.

     

    
      
        
          	6.	CANCELLATION OF THE GLOBAL
                  NOTES


        

         

      

    

    6.1         
      Subject
      to the terms of the Indenture, promptly upon the Issuer’s request, the Registrar
      shall take all measures necessary to cancel any Notes which the Issuer has
      repurchased or whose maturity has been accelerated pursuant to the Conditions.
      The Registrar shall cause any such Notes (i) to the extent represented by the
      International Global Note, to be cancelled resulting in a reduction in the
      aggregate amount of the Notes represented by the International Global Note
      by
      the aggregate amount of Notes so cancelled, and (ii) to the extent represented
      by the DTC Global Note, to be cancelled in accordance with the procedures
      established for that purpose by DTC, resulting in a reduction in the aggregate
      amount of the Notes represented by the DTC Global Note by the aggregate amount
      of the Notes so cancelled.

    


    6.2         
      On
      the
      same day such cancellation is effected, the Registrar shall record such
      cancellation of Notes on the Register in such a way that the aggregate principal
      amount of Notes cancelled at any time together with the aggregate principal
      amount of Notes outstanding and represented by the Global Notes shall equal
      the
      aggregate principal amount of Notes originally issued by the
      Issuer.

    


    6.3         
      The
      Registrar shall upon request furnish the Issuer with a notice of cancellation
      signed by an authorized officer of the Registrar confirming the cancellation
      of
      such Notes and the corresponding reduction of the relevant Global
      Note(s).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5

     

    
      
        
          	7.	DUTIES OF THE
                  REGISTRAR


        

         

      

    

    7.1         
      The
      Registrar shall maintain the Register in London in accordance with the
      Conditions. The Register shall show the aggregate amount of Notes represented
      by
      each Global Note at the date of issue and all subsequent transfers and exchanges
      involving a change in such amounts and the names and addresses of the registered
      holders (each a “Payee”).
      On
      the first Business Day after the Record Date for any interest payment on the
      Notes, the Registrar shall send payment details in respect of the Payees and
      the
      Yen accounts to which transfers should be made to the Fiscal Agent.

    


    7.2         
      Transfers
      or exchanges of Notes will be made in accordance with the Conditions, the
      procedures established for this purpose between Euroclear, Clearstream, DTC
      and
      the Registrar, and Euroclear, Clearstream and DTC’s regulations applicable to
      such transfers or exchanges. Any such transfer or exchange which results in
      a
      change in the aggregate principal amount of Notes held by Euroclear, Clearstream
      and DTC shall be notified by Euroclear, Clearstream and DTC to the Registrar.
      The Registrar shall promptly enter details of the transfer or exchange in the
      Register, which entry shall, without further action, cause the aggregate
      principal amount represented by each Global Note to be amended
      accordingly.

    


    7.3         
      The
      Registrar shall at all reasonable times during office hours make the Register
      available to the Issuer and the Fiscal Agent or any person authorised by either
      of them for inspection and for the taking of copies thereof or extracts
      therefrom, and the Registrar shall deliver to such persons such information
      contained in the Register or relating to the Notes as they may reasonably
      request.

    


    
      	
              8.

            	
              DUTIES
                OF THE TRANSFER AGENT

            


    

    


    If
      and to
      the extent so specified by the Conditions and in accordance therewith, or if
      otherwise requested by the Issuer, the Transfer Agent shall make available
      all
      relevant forms of transfer, inform the Registrar of the name and address of
      the
      relevant person to be inserted in the Register and carry out such other acts
      as
      may be necessary to give effect to the Conditions and this
      Agreement.

     

    
      
        
          
            	9.	PAYMENTS TO DTC
                    NOTEHOLDERS


          

           

        

      

    

    9.1         
      All
      amounts of principal and interest due in respect of the Notes which are
      represented by the DTC Global Note (each a “DTC
      Amount”)
      shall
      be paid in U.S. dollars (each such payment being referred to herein as a
“U.S. Dollar
      Payment”),
      unless DTC has advised the Fiscal Agent that the relevant Noteholder has made
      an
      effective election to receive all or a portion of its payment in Yen outside
      DTC
      (each a “Yen
      Payment”).

    


    9.2         
      The
      Paying Agent shall, from each DTC Amount received by it, make U.S. Dollar
      Payments in accordance with the Conditions and Yen Payments in accordance with
      the Conditions.

    


    
      	
              10.

            	
            	
               DUTIES
                OF EXCHANGE AGENT

            


    

    


    For
      the
      purposes of this Clause 10, a “payment date” shall be each date on which the
      Issuer is obligated to remit funds to the Fiscal Agent pursuant to Clause
      4.1.

    


    The
      Exchange Agent shall:

    


    
      	
              (i)

            	
              accept
                Yen by remittance to an account maintained by the Exchange Agent
                of the
                total amount of interest or principal due on any payment date on
                Notes
                held by Cede & Co. (as nominee of DTC) on the Record Date. The
                Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if
                any beneficial holders of the Notes held by Cede & Co. (as nominee of
                DTC) have elected to receive payment in Yen and, if so, the amount
                of
                Notes held by such holders and the accounts to which such payments
                in Yen
                are to be wired. On the payment date, the Exchange Agent shall wire
                payment in the appropriate Yen amounts to the accounts indicated.
                The
                remainder on such payment date shall be exchanged by the Exchange
                Agent
                pursuant to sub-clause (ii) below into U.S. dollars and, after deduction
                of any costs relating to such exchange, shall be paid to Cede & Co.
                (as nominee of DTC) on the payment date;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
6

     

    
      	
              (ii)

            	
              at
                or prior to 11:00 a.m., London time, on the second London business
                day
                preceding the applicable payment date, enter into a contract for
                the
                purchase of U.S. dollars with the Specified Amount of Yen for settlement
                on such payment date. “Specified
                Amount”
                shall mean the aggregate amount of Yen payable to all Noteholders
                holding
                Notes through participants of DTC that have not elected to receive
                payments in Yen. The amount of U.S. dollars payable in respect of
                a
                particular payment under the DTC Global Note will be equal to the
                amount
                of Yen otherwise payable exchanged into U.S. dollars at the Yen/U.S.$
                exchange rate prevailing as at 11:00 a.m. (London time) on the second
                London business day prior to the relevant payment date, less any
                costs
                incurred by the Exchange Agent for such conversion (such costs to
                be
                shared pro rata among holders under the DTC Global Note accepting
                U.S.
                dollar payments in proportion of their respective holdings). If an
                exchange rate bid quotation is not so available, the Exchange Agent
                shall
                obtain a bid quotation from a leading foreign exchange bank in London
                selected by the Exchange Agent after consultation with the Issuer.
                If no
                bid quotation is so available, payment will be made in Yen to the
                account
                or accounts specified by DTC to the Exchange Agent. In this sub-clause
                (ii), the term “London business day” shall mean any day on which
                commercial banks and foreign exchange markets settle payments in
                New York
                City, Tokyo and London.

            


    

    
      
         

        
          
            	10A.	DUTIES AS CALCULATION
                    AGENT


          

           

        

      

    

    The
      Calculation Agent shall obtain such quotes and rates relating to Yen LIBOR
      and/or make such determinations, calculations, adjustments, notifications and
      publications as may be required to be made by it by the Conditions at the times
      and otherwise in accordance with the Conditions; and shall maintain a record
      of
      all quotations obtained by it and of all amounts, rates and other items
      determined or calculated by it and make such records available for inspection
      at
      all reasonable times by the Issuer and the Fiscal Agent.

     

    
      
        
          
            	11.	CONDITIONS OF
                    APPOINTMENT


          

           

        

      

    

    11.1         The
      Issuer will pay to the Agents a remuneration for all services rendered hereunder
      by the Agents in connection with the Notes together with any expenses incurred
      as separately agreed upon by the Agents and the Issuer.

    


    11.2         The
      Issuer will indemnify and hold harmless each of the Agents against any loss,
      liability or expense which it may incur or any claim, action or demand which
      may
      be made against it resulting from the negligence or wilful misconduct on the
      part of the Issuer (or its officers, employees or agents (other than the Agents
      and their officers, employees, and agents)) and arising out of or in connection
      with such Agent’s appointment or the exercise of its powers and duties hereunder
      without negligence or wilful misconduct on the part of such Agent.

    


    11.3         Each
      Agent will indemnify and hold harmless the Issuer against any loss, liability
      or
      expense incurred by the Issuer or any claim, action or demand which may be
      made
      against the Issuer resulting from the negligence or wilful misconduct on the
      part of such Agent (or such Agent’s officers, employees or agents) and arising
      out of or in connection with such Agent’s duties hereunder. Notwithstanding the
      foregoing, under no circumstances will any Agent be liable to the Issuer or
      any
      other person for any consequential loss (being loss of business, goodwill,
      opportunity or profit) even if advised to the possibility of such loss or
      damages.

    


    11.4         The
      indemnities above shall survive the termination or expiry of this
      Agreement.

    


    11.5         Each
      of
      the Agents shall be protected and shall incur no liability for or in respect
      of
      any action taken, omitted or suffered in reliance upon any instruction or
      communication from the Issuer or any document reasonably believed by it to
      be
      genuine and to have been delivered, signed or sent by the proper party or
      parties in accordance with the provisions hereof, except such as may result
      from
      its own negligence or wilful misconduct or that of its officers, employees
      or
      agents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
7

     

    11.6         In
      acting
      hereunder and in connection with the Notes, the Agents do not assume any
      relationship of agency and trust for the Noteholders, and shall not have any
      obligation towards them except that all funds held by the Fiscal Agent for
      payment of principal of or interest on the Notes shall be held exclusively
      for
      the benefit of and for payment to the Noteholders and shall be applied as set
      forth herein and in the Conditions. Except as otherwise required by applicable
      law, no Agent will be required to segregate any funds held by it hereunder
      from
      any of its other funds.

    


    11.7         Nothing
      herein shall be deemed to require any Agent to advance its own funds in the
      performance of its duties hereunder.

    


    11.8         The
      Agents may consult with legal and other professional advisers selected in good
      faith and satisfactory to them and the opinion of such advisers shall be full
      and complete protection in respect of any action taken, omitted or suffered
      hereunder in good faith and without negligence and in accordance with the
      opinion of such advisers.

    


    11.9         The
      Agents shall be obliged to perform such duties and only such duties as are
      herein specifically set forth, and no implied duties or obligations shall be
      read into this Agreement against the Agents. No Agent shall be under any
      obligation to take any action hereunder which it expects will result in any
      expense or liability of such Agent, the payment of which within a reasonable
      time is not, in its opinion, assured to it. The obligations of the Agents
      hereunder are several and not joint.

    


    11.10       The
      Agents, their affiliates and their respective officers and employees, in their
      individual or any other capacity, may become the owner of, or acquire any
      interest in, any Notes with the same rights that the Agents would have it they
      were not the Agents hereunder. 

     

    
      
        
          
            	12.	CHANGE IN
                    AGENTS


          

           

        

      

    

    12.1         Each
      of
      the Fiscal Agent, Registrar, Exchange Agent, Calculation Agent, Paying Agent
      and
      Transfer Agent in its capacity as such may be removed at any time by the giving
      to it of at least 30 days’ written notice to that effect signed on behalf of the
      Issuer specifying the date on which such removal shall become effective. Each
      of
      the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent
      may
      at any time resign by giving at least 30 days’ written notice (unless the Issuer
      agrees to accept less notice) to that effect to the Issuer specifying the date
      on which such resignation shall become effective. Notwithstanding the foregoing,
      no such resignation or removal shall take effect within 30 days before or after
      any due date for payment of any Notes or before a new Fiscal Agent, Registrar,
      Exchange Agent, Paying Agent, Calculation Agent and Transfer Agent, as the
      case
      may be, shall have been appointed by the Issuer as hereinafter provided, and
      such new Agent shall have accepted such appointment. Any change in any Agent
      shall be notified by the Issuer to the other Agent(s).

    


    12.2         The
      Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before
      the expiry of any notice under Clause 12.1 above, the Issuer has not appointed
      a
      replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf
      of
      the Issuer, to appoint in its place any reputable financial institution of
      good
      standing and the Issuer shall not unreasonably object to such
      appointment.

    


    12.3         Upon
      the
      effectiveness of the appointment of any successor Fiscal Agent, Registrar,
      Exchange Agent, Paying Agent, Calculation Agent and Transfer Agent, as the
      case
      may be, pursuant to Clause 12.1, the Fiscal Agent, Registrar, Exchange Agent,
      Paying Agent, Calculation Agent and Transfer Agent so removed shall cease to
      be
      a Fiscal Agent, Registrar, Exchange Agent, Paying Agent, Calculation Agent
      and
      Transfer Agent, as the case may be, hereunder. Prior to the effectiveness of
      such appointment, the Fiscal Agent, Registrar, Exchange Agent, Paying Agent,
      Calculation Agent and Transfer Agent shall hold all moneys deposited with it
      or
      held by it hereunder in respect of the Notes to the order of the respective
      successor Fiscal Agent, Registrar, Exchange Agent, Paying Agent, Calculation
      Agent and Transfer Agent.

     

    
      
        
          
            	13.	NOTICES


          

           

        

      

    

    Notices
      shall be in writing (including by facsimile) and addressed to the relevant
      party
      hereto as follows:

    


    
      	
              (a)

            	
              If
                to the Issuer:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
8

     

    Citigroup
      Inc.

    153
      East
      53rd
      Street,
      5th
      floor

    New
      York,
      New York 10043

    Attention:
      Treasury Department

    Telephone:
      212-559-3553 

    Telefax: 212-793-5629 

    


    
      	
              (b)

            	
              If
                to the Fiscal Agent, Registrar, Calculation Agent and Exchange
                Agent:

            


    

    


    Citibank,
      N.A.

    Citigroup
      Centre

    Canada
      Square

    Canary
      Wharf

    London
      E14 5LB

    Attn:
      Agency & Trust, Bond Desk

    


    Telefax: 44-020-7508-3878

    


    
      	
              (c)

            	
              If
                to the Paying Agent:

            


    

    


    Dexia
      Banque Internationale à Luxembourg, société anonyme

    69,
      route
      d'Esch

    L-2953
      Luxembourg

    Telephone:
      352-45-90-1

    Telefax: 352-45-90-42-27

     

    or
      at any
      other address of which any of the foregoing shall have notified the others,
      and
      shall be deemed to have been given when received by the relevant
      party.

    


    
      	
              14.

            	
            	
               APPLICABLE
                LAW, PLACE OF
                JURISDICTION

            


    

    


    14.1         This
      Agreement shall be subject to New York law.

    


    14.2         The
      non-exclusive place for all proceedings arising out of this agreement shall
      be
      New York.

    


    
      	
              15.

            	
            	
               MISCELLANEOUS

            


    

    


    15.1         The
      Fiscal Agent agrees to perform its obligations hereunder through its London
      Branch to the extent that this is necessary or appropriate in order to make
      payments to DTC or DTC Participants in accordance with the
      Conditions.

    


    15.2         The
      Fiscal Agent shall promptly advise the Issuer of any notice, including any
      notice declaring Notes due, which it may receive pursuant to the
      Conditions.

    


    15.3         Should
      any of the provisions of this Agreement be or become invalid, in whole or in
      part, the other provisions of this Agreement shall remain in force. Invalid
      provisions shall, according to the intent and purpose of this Agreement, be
      replaced by such valid provisions which in their economic effect come as close
      as legally possible to that of the invalid provisions.

    


    15.4    
          This
      Agreement may be signed in two counterparts.

    


    15.5         Terms
      not
      defined in this Agreement shall have the meanings ascribed to them in the
      Underwriting Agreement or the Conditions, as the case may be.

    


    15.6         If
      there
      is any conflict between the terms of this Agreement and the terms of the
      Indenture, the terms of the Indenture shall control.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9

     

    This
      Agreement has been entered into effective the date stated at the beginning
      hereof.

     

    CITIGROUP
      INC.

    


    /s/
      Charles E. Wainhouse

    Assistant
      Treasurer

     

    CITIBANK,
      N.A.

    


    /s/
      Viola
      Japaul

    Director,
      Agency and Trust

    


    DEXIA
      BANQUE INTERNATIONALE À LUXEMBOURG,
      SOCIÉTÉ ANONYME


    


    
      	/s/
              Pierre-Francois Henrion 	 	 	/s/
              Jean-Jacques Kinnen