Exhibit 4.01


 


 





This Note is a Global
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below
or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository
or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than
a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in the limited circumstances described herein.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (the “Depository”),
to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


 


CITIGROUP INC.


Floating Rate Notes due March 6, 2017


 





	REGISTERED	 	REGISTERED







 


CUSIP: 172967 FZ 9


ISIN: US172967FZ93


Common Code: 075350619










	No. R-______		$____________







 


CITIGROUP INC., a Delaware
corporation (the “Company”, which term includes any successor Person under the Indenture), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of $__________ on March 6, 2017 and to pay interest
thereon from and including March 6, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly, on the sixth day of each March, June, September and December, commencing June 6, 2012, at the rate per
annum for each Interest Period of three-month LIBOR, determined as provided herein, plus 2.20% until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the
Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.


 


Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be
paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent
Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given
to holders of Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.


 






    	 



    	 



    
 


 


Interest hereon
will be calculated on the basis of the actual number of days elapsed in an Interest Period and a 360-day year. Dollar amounts resulting
from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward. An “Interest Period”
shall be the period from and including an Interest Payment Date (or from March 6, 2012 in the case of the first Interest Payment
Date) to and including the day immediately preceding the next Interest Payment Date.


 


If an Interest
Payment Date falls on a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day. If
the Maturity of the Notes falls on a day that is not a Business Day, the payment due on Maturity will be postponed to the next
succeeding Business Day, and no further interest will accrue in respect of such postponement. If a date for payment of interest
or principal on the Notes falls on a day that is not a business day in the place of payment, such payment will be made on the next
succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts
payable for the period from and after the due date for payment of such principal or interest.


 


For these purposes, “Business
Day” means any day which is a day on which commercial banks settle payments and are open for general business in The City
of New York.


 


Payment of the principal
of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New
York.


 


Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


Dated: March 6, 2012


 





	 	CITIGROUP INC.
	 	 
	 	 
	 	By:_________________________________
	 	Title:  Treasurer







 


  


ATTEST:


 


By:___________________________


Title: Assistant Secretary


 






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This is one of the Notes of the series issued
under the within-mentioned Indenture.


 


Dated: March 6, 2012


 





	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	_________________________________
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	-or-
	 	 	 
	 	 	 
	 	CITIBANK, N.A.,  
	 	as Authenticating Agent  
	 	 	 
	 	 	 
	 	By:	_________________________________
	 	 	Name:
	 	 	Title:







 






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This Note is one of a duly
authorized issue of Securities of the Company (the “Notes”), issued and to be issued in one or more series under the
Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the “Indenture”), between the Company and
The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee (the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one
of the series designated on the face hereof, initially limited in aggregate principal to $500,000,000.


 


This Note will bear interest
for each Interest Period at a rate determined by Citibank, N.A., acting as Calculation Agent. The interest rate on this Note for
a particular Interest Period will be a per annum rate equal to three-month LIBOR as determined on the related Interest Determination
Date, plus 2.20%. The Interest Determination Date for an Interest Period will be the second London business day preceding such
Interest Period. The Interest Determination Date for the first Interest Period was February 23, 2012. Promptly upon determination,
the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest
error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes,
the Trustee and the Company.


 


A London business day is
a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.


 


On any Interest Determination
Date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of six months for the next
Interest Period, in amounts of at least $1,000,000, as such rate appears on Reuters Screen LIBOR01 at approximately 11:00 a.m.,
London time, on such Interest Determination Date. If the Reuters Screen LIBOR01 is replaced by another service or ceases to exist,
the Calculation Agent will use the replacing service or such other service that may be nominated by the British Bankers’
Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits.


 


If no offered rate appears
on Reuters Screen LIBOR01 on an Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent
(after consultation with the Company) will select four major banks in the London interbank market and shall request each of their
principal London offices to provide a quotation of the rate at which six-month deposits in U.S. dollars in amounts of at least
$1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative
of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations
provided. Otherwise, the Calculation Agent will select three major banks in New York City and shall request each of them to provide
a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the Interest Determination Date for
loans in U.S. dollars to leading European banks having an index maturity of six months for the applicable Interest Period in an
amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, LIBOR
will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next Interest Period will be set
equal to the rate of LIBOR for the current Interest Period.


 






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The Luxembourg Stock Exchange
shall be notified of the interest rate, the amount of the interest payment and the Interest Payment Date for a particular Interest
Period not later than the first day of such Interest Period. Upon request from any Noteholder, the Calculation Agent will provide
the interest rate in effect on this Note for the current Interest Period and, if it has been determined, the interest rate to be
in effect for the next Interest Period.


 


If an event of default
(as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of
this series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions
set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.


 


The
Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to
establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures,
and, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding
which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of
such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the
rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce
the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities
are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without
the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the
consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such
series then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.


 


No reference herein to
the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.


 


This Note is a Global Security
registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other
than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in
whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 






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The Notes represented by
this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of
$1,000 and whole multiples of $1,000 in excess thereof only if (i) the Depository notifies the Company that it is unwilling
or unable to continue as Depository for the Notes or (ii) the Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive
Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated
Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the
register maintained by the Company in The City of New York for such purpose, upon surrender of the definitive Note for registration
of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except
for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository
or its nominee.


 


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


 


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The
Company will pay additional amounts (“Additional Amounts”) to the beneficial owner of any Note that is a non-United
States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax,
than the amount then due and payable. For this purpose, a “net payment” on a Note means a payment by the Company or
a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other
governmental charge of the United States. These Additional Amounts will constitute additional interest on the Note.


 


The
Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13)
below.


 


		(1)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the beneficial owner:



 


		(a)	having a relationship
with the United States as a citizen, resident or otherwise;



		(b)	having had such
a relationship in the past or



		(c)	being considered
as having had such a relationship.



 






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		(2)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the beneficial owner:



 


		(a)	being treated
as present in or engaged in a trade or business in the United States;



		(b)	being treated
as having been present in or engaged in a trade or business in the United States in the past or



		(c)	having or having
had a permanent establishment in the United States.



 


		(3)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such terms
are defined in the Internal Revenue Code of 1986, as amended):



 


		(a)	personal holding
company;



		(b)	foreign personal
holding company;



		(c)	foreign private
foundation or other foreign tax-exempt organization;



		(d)	passive foreign
investment company;



		(e)	controlled foreign
corporation or



		(f)	corporation which
has accumulated earnings to avoid United States federal income tax.



 


		(4)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or
more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial
owner being a bank that has invested in a Note as an extension of credit in the ordinary course of its trade or business.



 


For purposes
of items (1) through (4) above, “beneficial owner” means a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person
holding a power over an estate or trust administered by a fiduciary holder.


 


		(5)	Additional Amounts
will not be payable to any beneficial owner of a Note that is a:



 


		(a)	fiduciary;



		(b)	partnership;



		(c)	limited liability
company or



		(d)	other fiscally
transparent entity



 






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or
that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay
Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner
or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to
the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment.


 


		(6)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification,
identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional
Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States
or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment
or other governmental charge.



 


		(7)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent.



 


		(8)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.



 


		(9)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date
on which such payment becomes due or is duly provided for, whichever occurs later.



 


		(10)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any:



 


		(a)	estate tax;



		(b)	inheritance tax;



		(c)	gift tax;



		(d)	sales tax;



		(e)	excise tax;



		(f)	transfer tax;



		(g)	wealth tax;



		(h)	personal property
tax or



		(i)	any similar tax,
assessment, withholding, deduction or other governmental charge.



 






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		(11)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required
to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such
withholding by any other paying agent.



 


		(12)	Additional amounts
will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is
required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying
with, or introduced to conform to, any such directive.



 


		(13)	Additional Amounts
will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (12) above.



 


Except
as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of such government.


 


As
used in this Note, “United States person” means:


 


		(a)	any individual
who is a citizen or resident of the United States;



		(b)	any corporation,
partnership or other entity created or organized in or under the laws of the United States;



		(c)	any estate if
the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such
income and



		(d)	any trust if a
United States court is able to exercise primary supervision over its administration and one or more United States persons have
the authority to control all of the substantial decisions of the trust.



 


Additionally,
“non-United States person” means a person who is not a United States person, and “United States” means
the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.


 


Except
as provided below, the Notes may not be redeemed prior to maturity.


 


		(1)	The Company may,
at its option, redeem the Notes if:



 


		(a)	the Company becomes
or will become obligated to pay Additional Amounts as described above;



		(b)	the obligation
to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official
position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes
effective on or after February 27, 2012 and



		(c)	the Company determines,
in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures
available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to
the Company.



 






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		(2)	The Company may
also redeem the Notes, at its option, if:



 


		(a)	any act is taken
by a taxing authority of the United States on or after February 27, 2012, whether or not such act is taken in relation to
the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional
Amounts as described above;



		(b)	the Company determines,
in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures
available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to
the Company and



		(c)	the Company receives
an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial
probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee
a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes
pursuant to their terms.



 


Any redemption
of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price
equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders
shall be given not less than 30 days’ nor more than 60 days’ prior notice by the Trustee of the date fixed for such
redemption.


 


All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of
New York.


 






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