Exhibit
4.1

     

    
      WARRANT TO
PURCHASE COMMON STOCK

       

      THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS.

       

       

       

      WARRANT

      to
purchase

      66,531,728

      Shares
of Common Stock

       

      of
CITIGROUP INC.

       

       

      Issue
Date: January 15, 2009

       

      1.          
 Definitions.  Unless
the context otherwise requires, when used herein the following terms shall have
the meanings indicated.

       

      “Affiliate”
has the meaning ascribed to it in the Purchase Agreement.

       

      “Appraisal
Procedure” means a procedure whereby two independent appraisers, one
chosen by the Company and one by the Original Warrantholder, shall mutually
agree upon the determinations then the subject of appraisal.  Each
party shall deliver a notice to the other appointing its appraiser within 15
days after the Appraisal Procedure is invoked.  If within 30 days
after appointment of the two appraisers they are unable to agree upon the amount
in question, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual consent of such first two appraisers.  The
decision of the third appraiser so appointed and chosen shall be given within 30
days after the selection of such third appraiser.  If three appraisers
shall be appointed and the determination of one appraiser is disparate from the
middle determination by more than twice the amount by which the other
determination is disparate from the middle determination, then the determination
of such appraiser shall be excluded, the remaining two determinations shall be
averaged and such average shall be binding and conclusive upon the Company and
the Original Warrantholder; otherwise, the average of all three determinations
shall be binding upon the Company and the Original Warrantholder.  The
costs of conducting any Appraisal Procedure shall be borne by the
Company.

       

      “Board
of Directors” means the board of directors of the Company, including any
duly authorized committee thereof.

       

      “Business
Combination” means a merger, consolidation, statutory share exchange or
similar transaction that requires the approval of the Company’s
stockholders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “business
day”
means any day except Saturday, Sunday and any day on which banking institutions
in the State of New York generally are authorized or required by law or other
governmental actions to close.

       

      “Capital
Stock” means (A) with respect to any Person that is a corporation or
company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (B) with
respect to any Person that is not a corporation or company, any and all
partnership or other equity interests of such Person.

       

      “Charter”
means, with respect to any Person, its certificate or articles of incorporation,
articles of association, or similar organizational document.

       

      “Common
Stock” has the meaning ascribed to it in the Purchase
Agreement.

       

      “Company”
means Citigroup Inc., a Delaware corporation.

       

      “conversion”
has the meaning set forth in Section 13(B).

       

      “convertible
securities” has the meaning set forth in Section 13(B).

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated
thereunder.

       

      “Exercise
Price” means an amount equal to $10.61.

       

      “Expiration
Time” has the meaning set forth in Section 3.

       

      “Fair
Market Value” means, with respect to any security or other property, the
fair market value of such security or other property as determined by the Board
of Directors, acting in good faith or, with respect to Section 14, as determined
by the Original Warrantholder acting in good faith.  For so long as
the Original Warrantholder holds this Warrant or any portion thereof, it may
object in writing to the Board of Director’s calculation of fair market value
within 10 days of receipt of written notice thereof.  If the Original
Warrantholder and the Company are unable to agree on fair market value during
the 10-day period following the delivery of the Original Warrantholder’s
objection, the Appraisal Procedure may be invoked by either party to determine
Fair Market Value by delivering written notification thereof not later than the
30th
day after delivery of the Original Warrantholder’s objection.

       

      “Governmental
Entities” has the meaning ascribed to it in the Purchase
Agreement.

       

      “Initial
Number” has the meaning set forth in Section 13(B).

       

      “Issue
Date” means January 15, 2009.

       

      “Market
Price” means,
with respect to a particular security, on any given day, the last reported sale
price regular way or, in case no such reported sale takes place on such day, the
average of the last closing bid and ask prices regular way, in either case on
the principal national securities exchange on which the applicable securities
are listed or admitted to trading, or if not 

       

      
        
          
          

        

        
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      listed
or admitted to trading on any national securities exchange, the average of the
closing bid and ask prices as furnished by two members of the Financial Industry
Regulatory Authority, Inc. selected from time to time by the Company for that
purpose.  “Market Price” shall be determined without reference to
after hours or extended hours trading.  If such security is not listed
and traded in a manner that the quotations referred to above are available for
the period required hereunder, the Market Price per share of Common Stock shall
be deemed to be (i) in the event that any portion of the Warrant is held by the
Original Warrantholder, the fair market value per share of such security as
determined in good faith by the Original Warrantholder or (ii) in all other
circumstances, the fair market value per share of such security as determined in
good faith by the Board of Directors in reliance on an opinion of a nationally
recognized independent investment banking corporation retained by the Company
for this purpose and certified in a resolution to the
Warrantholder.  For the purposes of determining the Market
Price of the Common Stock on the "trading day" preceding, on or following the
occurrence of an event, (i) that trading day shall be deemed to commence
immediately after the regular scheduled closing time of trading on the New York
Stock Exchange or, if trading is closed at an earlier time, such earlier time
and (ii) that trading day shall end at the next regular scheduled closing time,
or if trading is closed at an earlier time, such earlier time (for the avoidance
of doubt, and as an example, if the Market Price is to be determined as of the
last trading day preceding a specified event and the closing time of trading on
a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on
that day, the Market Price would be determined by reference to such 4:00 p.m.
closing price).

       

      “Ordinary
Cash Dividends” means a regular quarterly cash dividend on shares of
Common Stock out of surplus or net profits legally available therefor
(determined in accordance with generally accepted accounting principles in
effect from time to time), provided
that Ordinary Cash Dividends shall not include any cash dividends paid
subsequent to the Issue Date to the extent the aggregate per share dividends
paid on the outstanding Common Stock in any quarter exceed $0.01, as adjusted
for any stock split, stock dividend, reverse stock split, reclassification or
similar transaction.

       

      “Original
Warrantholder” means the United States Department of the
Treasury.  Any actions specified to be taken by the Original
Warrantholder hereunder may only be taken by such Person and not by any other
Warrantholder.

       

      “Permitted
Transactions” has the meaning set forth in Section 13(B).

       

      “Person”
has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

       

      “Per
Share Fair Market Value” has the meaning set forth in Section
13(C).

       

      “Preferred
Shares” means the perpetual preferred stock issued to the Original
Warrantholder on the Issue Date pursuant to the Purchase
Agreement.

       

      “Pro
Rata Repurchases” means any purchase of shares of Common Stock by the
Company or any Affiliate thereof pursuant to (A) any tender offer or exchange
offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E
promulgated thereunder or (B) 

       

      
        
          
          

        

        
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      any
other offer available to substantially all holders of Common Stock, in the case
of both (A) or (B), whether for cash, shares of Capital Stock of the Company,
other securities of the Company, evidences of indebtedness of the Company or any
other Person or any other property (including, without limitation, shares of
Capital Stock, other securities or evidences of indebtedness of a subsidiary),
or any combination thereof, effected while this Warrant is
outstanding.  The “Effective
Date” of a Pro Rata Repurchase shall mean the date of acceptance of
shares for purchase or exchange by the Company under any tender or exchange
offer which is a Pro Rata Repurchase or the date of purchase with respect to any
Pro Rata Repurchase that is not a tender or exchange offer.

       

      “Purchase
Agreement” means the Securities Purchase Agreement, dated as of January
15, 2009, as amended from time to time, between the Company and the United
States Department of the Treasury, including all annexes and schedules
thereto.

       

      “Regulatory
Approvals” with respect to the Warrantholder, means, to the extent
applicable and required to permit the Warrantholder to exercise this Warrant for
shares of Common Stock and to own such Common Stock without the Warrantholder
being in violation of applicable law, rule or regulation, the receipt of any
necessary approvals and authorizations of, filings and registrations with,
notifications to, or expiration or termination of any applicable waiting period
under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the rules and regulations thereunder.

       

      “SEC”
means the U.S. Securities and Exchange Commission.

       

      “Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.

       

      “Shares”
has the meaning set forth in Section 2.

       

      “trading
day” means (A) if the shares of Common Stock are not traded on any
national or regional securities exchange or association or over-the-counter
market,  a business day or (B) if the shares of Common Stock are
traded on any national or regional securities exchange or association or
over-the-counter market, a business day on which such relevant exchange or
quotation system is scheduled to be open for business and on which the shares
of  Common Stock (i) are not suspended from trading on any national or
regional securities exchange or association or over-the-counter market for any
period or periods aggregating one half hour or longer; and (ii) have traded at
least once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the shares
of Common Stock.

       

      “U.S.
GAAP” means United States generally accepted accounting
principles.

       

      “Warrantholder”
has the meaning set forth in Section 2.

       

      “Warrant”
means this Warrant, issued pursuant to the Purchase Agreement.

       

      
        
          
          

        

        
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      2.          
 Number
of Shares; Exercise Price.  This
certifies that, for value received, the United States Department of the Treasury
or its permitted assigns (the “Warrantholder”)
is entitled, upon the terms and subject to the conditions hereinafter set forth,
to acquire from the Company, in whole or in part, after the receipt of all
applicable Regulatory Approvals, if any, up to an aggregate of 66,531,728 fully paid and
nonassessable shares of Common Stock, at a purchase price per share of Common
Stock equal to the Exercise Price.  The number of shares of Common
Stock (the “Shares”)
and the Exercise Price are subject to adjustment as provided herein, and all
references to “Common Stock,” “Shares” and “Exercise Price” herein shall be
deemed to include any such adjustment or series of adjustments.

       

      3.          
 Exercise
of Warrant; Term.  Subject
to Section 2, to the extent permitted by applicable laws and regulations, the
right to purchase the Shares represented by this Warrant is exercisable, in
whole or in part by the Warrantholder, at any time or from time to time after
the execution and delivery of this Warrant by the Company on the date hereof,
but in no event later than 5:00 p.m., New York City time on the tenth
anniversary of the Issue Date (the “Expiration
Time”), by (A) the surrender of this Warrant and Notice of Exercise
annexed hereto, duly completed and executed on behalf of the Warrantholder, at
the principal executive office of the Company located at Citigroup Inc., 399
Park Avenue, New York, NY 10022 (or such other office or agency of the Company
in the United States as it may designate by notice in writing to the
Warrantholder at the address of the Warrantholder appearing on the books of the
Company), and (B) payment of the Exercise Price for the Shares thereby
purchased:

       

      (i) by having
the Company withhold, from the shares of Common Stock that would otherwise be
delivered to the Warrantholder upon such exercise, shares of Common stock
issuable upon exercise of the Warrant equal in value to the aggregate Exercise
Price as to which this Warrant is so exercised based on the Market Price of the
Common Stock on the trading day on which this Warrant is exercised and the
Notice of Exercise is delivered to the Company pursuant to this Section 3,
or

       

      (ii) with the
consent of both the Company and the Warrantholder, by tendering in cash, by
certified or cashier’s check payable to the order of the Company, or by wire
transfer of immediately available funds to an account designated by the
Company.

       

      If the
Warrantholder does not exercise this Warrant in its entirety, the Warrantholder
will be entitled to receive from the Company within a reasonable time, and in
any event not exceeding three business days, a new warrant in substantially
identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number of Shares as
to which this Warrant is so exercised.  Notwithstanding anything in
this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees
that its exercise of this Warrant for Shares is subject to the condition that
the Warrantholder will have first received any applicable Regulatory
Approvals.

       

      4.           
Issuance
of Shares; Authorization; Listing.  Certificates
for Shares issued upon exercise of this Warrant will be issued in such name or
names as the Warrantholder may designate and will be delivered to such named
Person or Persons within a reasonable time, not to exceed three business days
after the date on which this Warrant has been duly exercised in accordance with
the terms of this Warrant.  The Company hereby represents and warrants
that 

       

      
        
          
          

        

        
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      any
Shares issued upon the exercise of this Warrant in accordance with the
provisions of Section 3 will be duly and validly authorized and issued, fully
paid and nonassessable and free from all taxes, liens and charges (other than
liens or charges created by the Warrantholder, income and franchise taxes
incurred in connection with the exercise of the Warrant or taxes in respect of
any transfer occurring contemporaneously therewith).  The Company
agrees that the Shares so issued will be deemed to have been issued to the
Warrantholder as of the close of business on the date on which this Warrant and
payment of the Exercise Price are delivered to the Company in accordance with
the terms of this Warrant, notwithstanding that the stock transfer books of the
Company may then be closed or certificates representing such Shares may not be
actually delivered on such date.  The Company will at all times
reserve and keep available, out of its authorized but unissued Common Stock,
solely for the purpose of providing for the exercise of this Warrant, the
aggregate number of shares of Common Stock then issuable upon exercise of this
Warrant at any time.  The Company will (A) procure, at its sole
expense, the listing of the Shares issuable upon exercise of this Warrant at any
time, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and (B) maintain
such listings of such Shares at all times after issuance.  The Company
will use reasonable best efforts to ensure that the Shares may be issued without
violation of any applicable law or regulation or of any requirement of any
securities exchange on which the Shares are listed or traded.

       

      5.          
 No
Fractional Shares or Scrip.  No
fractional Shares or scrip representing fractional Shares shall be issued upon
any exercise of this Warrant.  In lieu of any fractional Share to
which the Warrantholder would otherwise be entitled, the Warrantholder shall be
entitled to receive a cash payment equal to the Market Price of the Common Stock
on the last trading day preceding the date of exercise less the pro-rated
Exercise Price for such fractional share.

       

      6.          
 No
Rights as Stockholders; Transfer Books.  This
Warrant does not entitle the Warrantholder to any voting rights or other rights
as a stockholder of the Company prior to the date of exercise
hereof.  The Company will at no time close its transfer books against
transfer of this Warrant in any manner which interferes with the timely exercise
of this Warrant.

       

      7.          
 Charges,
Taxes and Expenses.  Issuance
of certificates for Shares to the Warrantholder upon the exercise of this
Warrant shall be made without charge to the Warrantholder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the
Company.

       

      8.            Transfer/Assignment.  This
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the registered holder hereof in person or by duly
authorized attorney, and a new warrant shall be made and delivered by the
Company, of the same tenor and date as this Warrant but registered in the name
of one or more transferees, upon surrender of this Warrant, duly endorsed, to
the office or agency of the Company described in Section 3.  All
expenses (other than stock transfer taxes) and other charges payable in
connection with the preparation, execution and delivery of the new warrants
pursuant to this Section 8 shall be paid by the Company.

       

      
        
          
          

        

        
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      9.            Exchange
and Registry of Warrant.  This
Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the
Company, for a new warrant or warrants of like tenor and representing the right
to purchase the same aggregate number of Shares.  The Company shall
maintain a registry showing the name and address of the Warrantholder as the
registered holder of this Warrant.  This Warrant may be surrendered
for exchange or exercise in accordance with its terms, at the office of the
Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.

       

      10.        
 Loss,
Theft, Destruction or Mutilation of Warrant.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in the case of any such
loss, theft or destruction, upon receipt of a bond, indemnity or security
reasonably satisfactory to the Company, or, in the case of any such mutilation,
upon surrender and cancellation of this Warrant, the Company shall make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same aggregate
number of Shares as provided for in such lost, stolen, destroyed or mutilated
Warrant.

       

      11.        
 Saturdays,
Sundays, Holidays, etc. If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a business day, then such action
may be taken or such right may be exercised on the next succeeding day that is a
business day.

       

      12.        
 Rule
144 Information.  The
Company covenants that it will use its reasonable best efforts to timely file
all reports and other documents required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations promulgated by the SEC
thereunder (or, if the Company is not required to file such reports, it will,
upon the request of any Warrantholder, make publicly available such information
as necessary to permit sales pursuant to Rule 144 under the Securities Act), and
it will use reasonable best efforts to take such further action as any
Warrantholder may reasonably request, in each case to the extent required from
time to time to enable such holder to, if permitted by the terms of this Warrant
and the Purchase Agreement, sell this Warrant without registration under the
Securities Act within the limitation of the exemptions provided by (A) Rule 144
under the Securities Act, as such rule may be amended from time to time, or (B)
any successor rule or regulation hereafter adopted by the SEC.  Upon
the written request of any Warrantholder, the Company will deliver to such
Warrantholder a written statement that it has complied with such
requirements.

       

      13.         
Adjustments
and Other Rights.  The
Exercise Price and the number of Shares issuable upon exercise of this Warrant
shall be subject to adjustment from time to time as follows; provided,
that if more than one subsection of this Section 13 is applicable to a single
event, the subsection shall be applied that produces the largest adjustment and
no single event shall cause an adjustment under more than one subsection of this
Section 13 so as to result in duplication:

       

      (A)        
Stock
Splits, Subdivisions, Reclassifications or
Combinations.  If
the Company shall (i) declare and pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, or (iii)
combine or reclassify the outstanding shares of Common Stock 

       

      
        
          
          

        

        
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      into
a smaller number of shares, the number of Shares issuable upon exercise of this
Warrant at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Warrantholder after such date shall be
entitled to purchase the number of shares of Common Stock which such holder
would have owned or been entitled to receive in respect of the shares of Common
Stock subject to this Warrant after such date had this Warrant been exercised
immediately prior to such date.  In such event, the Exercise Price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted to the number obtained by dividing (x) the product of (1) the number of
Shares issuable upon the exercise of this Warrant before such adjustment and (2)
the Exercise Price in effect immediately prior to the record or effective date,
as the case may be, for the dividend, distribution, subdivision, combination or
reclassification giving rise to this adjustment by (y) the new number of Shares
issuable upon exercise of the Warrant determined pursuant to the immediately
preceding sentence.

       

      (B)        
 Certain
Issuances of Common Shares or Convertible Securities.  Until
the earlier of (i) the date on which the Original Warrantholder no longer holds
this Warrant or any portion thereof and (ii) the third anniversary of the Issue
Date, if the Company shall issue shares of Common Stock (or rights or warrants
or other securities exercisable or convertible into or exchangeable
(collectively, a “conversion”)
for shares of Common Stock) (collectively, “convertible
securities”) (other than in Permitted Transactions (as defined below) or
a transaction to which subsection (A) of this Section 13 is applicable) without
consideration or at a consideration per share (or having a conversion price per
share) that is less than 90% of the Market Price on the last trading day
preceding the date of the agreement on pricing such shares (or such convertible
securities) then, in such event:

       

      (A)
the number of Shares issuable upon the exercise of this Warrant immediately
prior to the date of the agreement on pricing of such shares (or of such
convertible securities) (the “Initial
Number”) shall be increased to the number obtained by multiplying the
Initial Number by a fraction (A) the numerator of which shall be the sum of (x)
the number of shares of Common Stock of the Company outstanding on such date and
(y) the number of additional shares of Common Stock issued (or into which
convertible securities may be exercised or convert) and (B) the denominator of
which shall be the sum of (I) the number of shares of Common Stock outstanding
on such date and (II) the number of shares of Common Stock which the aggregate
consideration receivable by the Company for the total number of shares of Common
Stock so issued (or into which convertible securities may be exercised or
convert) would purchase at the Market Price on the last trading day preceding
the date of the agreement on pricing such shares (or such convertible
securities); and

       

      (B)
the Exercise Price payable upon exercise of the Warrant shall be adjusted by
multiplying such Exercise Price in effect immediately prior to the date of the
agreement on pricing of such shares (or of such convertible securities) by a
fraction, the numerator of which shall be the number of shares of Common Stock
issuable upon exercise of this Warrant prior to such date and the denominator of


       

      
        
          
          

        

        
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      which
shall be the number of shares of Common Stock issuable upon exercise of this
Warrant immediately after the adjustment described in clause (A)
above.

       

      For
purposes of the foregoing, the aggregate consideration receivable by the Company
in connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(including the Fair Market Value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock; and
“Permitted
Transactions” shall mean issuances (i) as consideration for or to fund
the acquisition of businesses and/or related assets, (ii) in connection with
employee benefit plans and compensation related arrangements in the ordinary
course and consistent with past practice approved by the Board of Directors,
(iii) in connection with a public or broadly marketed offering and sale of
Common Stock or convertible securities for cash conducted by the Company or its
affiliates pursuant to registration under the Securities Act or Rule 144A
thereunder on a basis consistent with capital raising transactions by comparable
financial institutions and (iv) in connection with the exercise of preemptive
rights on terms existing as of the Issue Date.  Any adjustment made
pursuant to this Section 13(B) shall become effective immediately upon the date
of such issuance.

       

      (C)        
 Other
Distributions.  In
case the Company shall fix a record date for the making of a distribution to all
holders of shares of its Common Stock of securities, evidences of indebtedness,
assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends
of its Common Stock and other dividends or distributions referred to in Section
13(A)), in each such case, the Exercise Price in effect prior to such record
date shall be reduced immediately thereafter to the price determined by
multiplying the Exercise Price in effect immediately prior to the reduction by
the quotient of (x) the Market Price of the Common Stock on the last trading day
preceding the first date on which the Common Stock trades regular way on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading without the right to receive such distribution, minus the
amount of cash and/or the Fair Market Value of the securities, evidences of
indebtedness, assets, rights or warrants to be so distributed in respect of one
share of Common Stock (such amount and/or Fair Market Value, the “Per
Share Fair Market Value”) divided by (y) such Market Price on such date
specified in clause (x); such adjustment shall be made successively whenever
such a record date is fixed.  In such event, the number of Shares
issuable upon the exercise of this Warrant shall be increased to the number
obtained by dividing (x) the product of (1) the number of Shares issuable upon
the exercise of this Warrant before such adjustment, and (2) the Exercise Price
in effect immediately prior to the distribution giving rise to this adjustment
by (y) the new Exercise Price determined in accordance with the immediately
preceding sentence.  In the case of adjustment for a cash dividend
that is, or is coincident with, a regular quarterly cash dividend, the Per Share
Fair Market Value would be reduced by the per share amount of the portion of the
cash dividend that would constitute an Ordinary Cash Dividend.  In the
event that such distribution is not so made, the Exercise Price and the number
of Shares issuable upon exercise of this Warrant then in effect shall be
readjusted, effective as of the date when the Board of Directors determines not
to distribute such shares, evidences of indebtedness, assets, rights, cash or
warrants, as the case may be, to the Exercise Price that would then be in effect
and the number of Shares that would then be issuable upon exercise of this
Warrant if such record date had not been fixed.

       

      
        
          
          

        

        
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      (D)       
 Certain
Repurchases of Common Stock.  In
case the Company effects a Pro Rata Repurchase of Common Stock, then the
Exercise Price shall be reduced to the price determined by multiplying the
Exercise Price in effect immediately prior to the Effective Date of such Pro
Rata Repurchase by a fraction of which the numerator shall be (i) the product of
(x) the number of shares of Common Stock outstanding immediately before such Pro
Rata Repurchase and (y) the Market Price of a share of Common Stock on the
trading day immediately preceding the first public announcement by the Company
or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus
(ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the
denominator shall be the product of (i) the number of shares of Common Stock
outstanding immediately prior to such Pro Rata Repurchase minus the number of
shares of Common Stock so repurchased and (ii) the Market Price per share of
Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect
such Pro Rata Repurchase.  In such event, the number of shares of
Common Stock issuable upon the exercise of this Warrant shall be increased to
the number obtained by dividing (x) the product of (1) the number of Shares
issuable upon the exercise of this Warrant before such adjustment, and (2) the
Exercise Price in effect immediately prior to the Pro Rata Repurchase giving
rise to this adjustment by (y) the new Exercise Price determined in accordance
with the immediately preceding sentence.  For the avoidance of doubt,
no increase to the Exercise Price or decrease in the number of Shares issuable
upon exercise of this Warrant shall be made pursuant to this Section
13(D).

       

      (E)        
 Business
Combinations.  In
case of any Business Combination or reclassification of Common Stock (other than
a reclassification of Common Stock referred to in Section 13(A)), the
Warrantholder’s right to receive Shares upon exercise of this Warrant shall be
converted into the right to exercise this Warrant to acquire the number of
shares of stock or other securities or property (including cash) which the
Common Stock issuable (at the time of such Business Combination or
reclassification) upon exercise of this Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise this Warrant in exchange for any shares of
stock or other securities or property pursuant to this paragraph.  In
determining the kind and amount of stock, securities or the property receivable
upon exercise of this Warrant following the consummation of such Business
Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business
Combination, then the consideration that the Warrantholder shall be entitled to
receive upon exercise shall be deemed to be the types and amounts of
consideration received by the majority of all holders of the shares of common
stock that affirmatively make an election (or of all such holders if none make
an election).

       

      (F)        
 Rounding
of Calculations; Minimum Adjustments.  All
calculations under this Section 13 shall be made to the nearest one-tenth
(1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the
case may be.  Any provision of this Section 13 to the contrary
notwithstanding, no adjustment in the Exercise Price or the number of Shares
into which this Warrant is exercisable shall be made if the amount of such
adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common
Stock, but any such amount shall be 

       

      
        
          
          

        

        
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      carried
forward and an adjustment with respect thereto shall be made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a
share of Common Stock, or more.

       

      (G)        
Timing
of Issuance of Additional Common Stock Upon Certain
Adjustments.  In
any case in which the provisions of this Section 13 shall require that an
adjustment shall become effective immediately after a record date for an event,
the Company may defer until the occurrence of such event (i) issuing to the
Warrantholder of this Warrant exercised after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such exercise by reason of the adjustment required by such event over and above
the shares of Common Stock issuable upon such exercise before giving effect to
such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu
of a fractional share of Common Stock; provided,
however,
that the Company upon request shall deliver to such Warrantholder a due bill or
other appropriate instrument evidencing such Warrantholder’s right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.

       

      (H)         Other
Events.  For
so long as the Original Warrantholder holds this Warrant or any portion thereof,
if any event occurs as to which the provisions of this Section 13 are not
strictly applicable or, if strictly applicable, would not, in the good faith
judgment of the Board of Directors of the Company, fairly and adequately protect
the purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make such
adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board of Directors, to protect such purchase rights as
aforesaid.  The Exercise Price or the number of Shares into which this
Warrant is exercisable shall not be adjusted in the event of a change in the par
value of the Common Stock or a change in the jurisdiction of incorporation of
the Company.

       

      (I)           Statement
Regarding Adjustments.  Whenever
the Exercise Price or the number of Shares into which this Warrant is
exercisable shall be adjusted as provided in Section 13, the Company shall
forthwith file at the principal office of the Company a statement showing in
reasonable detail the facts requiring such adjustment and the Exercise Price
that shall be in effect and the number of Shares into which this Warrant shall
be exercisable after such adjustment, and the Company shall also cause a copy of
such statement to be sent by mail, first class postage prepaid, to each
Warrantholder at the address appearing in the Company’s records.

       

      (J)           Notice
of Adjustment Event.  In
the event that the Company shall propose to take any action of the type
described in this Section 13 (but only if the action of the type described in
this Section 13 would result in an adjustment in the Exercise Price or the
number of Shares into which this Warrant is exercisable or a change in the type
of securities or property to be delivered upon exercise of this Warrant), the
Company shall give notice to the Warrantholder, in the manner set forth in
Section 13(I), which notice shall specify the record date, if any, with respect
to any such action and the approximate date on which such action is to take
place.  Such notice shall also set forth the facts with respect
thereto as shall be reasonably necessary to indicate the effect on the Exercise
Price and the number, kind or class of shares or other securities or property


       

      
        
          
          

        

        
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      which
shall be deliverable upon exercise of this Warrant.  In the case of
any action which would require the fixing of a record date, such notice shall be
given at least 10 days prior to the date so fixed, and in case of all other
action, such notice shall be given at least 15 days prior to the taking of such
proposed action.  Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such action.

       

      (L)          Proceedings
Prior to Any Action Requiring Adjustment.  As
a condition precedent to the taking of any action which would require an
adjustment pursuant to this Section 13, the Company shall take any action which
may be necessary, including obtaining regulatory, New York Stock Exchange,
NASDAQ Stock Market or other applicable national securities exchange or
stockholder approvals or exemptions, in order that the Company may thereafter
validly and legally issue as fully paid and nonassessable all shares of Common
Stock that the Warrantholder is entitled to receive upon exercise of this
Warrant pursuant to this Section 13.

       

      (M)        Adjustment
Rules.  Any
adjustments pursuant to this Section 13 shall be made successively whenever an
event referred to herein shall occur.  If an adjustment in Exercise
Price made hereunder would reduce the Exercise Price to an amount below par
value of the Common Stock, then such adjustment in Exercise Price made hereunder
shall reduce the Exercise Price to the par value of the Common
Stock.

       

      14.          Exchange.  At
any time following the date on which the shares of Common Stock of the Company
are no longer listed or admitted to trading on a national securities exchange
(other than in connection with any Business Combination), the Original
Warrantholder may cause the Company to exchange all or a portion of this Warrant
for an economic interest (to be determined by the Original Warrantholder after
consultation with the Company) of the Company classified as permanent equity
under U.S. GAAP having a value equal to the Fair Market Value of the portion of
the Warrant so exchanged.  The Original Warrantholder shall calculate
any Fair Market Value required to be calculated pursuant to this Section 14,
which shall not be subject to the Appraisal Procedure.

       

      15.           No
Impairment.  The
Company will not, by amendment of its Charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in taking of all such action as may be
necessary or appropriate in order to protect the rights of the
Warrantholder.

       

      16.           Governing
Law.  This
Warrant will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable,
and otherwise in accordance with the laws of the State of New York applicable
to
contracts made and to be performed entirely within such State. Each of the
Company and the Warrantholder agrees (a) to submit to the exclusive jurisdiction
and venue of the United States District Court for the District of Columbia for
any civil action, suit or proceeding arising out of or relating to this Warrant
or the transactions contemplated hereby, and (b) that notice may be served upon
the Company at the address in Section 20 below and upon the Warrantholder at the
address for the Warrantholder set forth in the registry
maintained by the Company pursuant to Section 9 hereof. To the


       

      
        
          
          

        

        
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      extent
permitted by
applicable law, each of the Company and the Warrantholder hereby unconditionally
waives trial by jury in any civil legal action or proceeding relating to the
Warrant or the transactions contemplated hereby or
thereby.

       

      17.          Binding
Effect.  This
Warrant shall be binding upon any successors or assigns of the
Company.

       

      18.          Amendments.  This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the
Warrantholder.

       

      19
..          Prohibited
Actions.  The Company agrees that it will not take any action
which would entitle the Warrantholder to an adjustment of the Exercise Price if
the total number of shares of Common Stock issuable after such action upon
exercise of this Warrant, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon the exercise of
all outstanding options, warrants, conversion and other rights, would exceed the
total number of shares of Common Stock then authorized by its
Charter.

       

      20.          Notices.  Any
notice, request, instruction or other document to be given hereunder by any
party to the other will be in writing and will be deemed to have been duly given
(a) on the date of delivery if delivered personally, or by facsimile, upon
confirmation of receipt, or (b) on the second business day following the date of
dispatch if delivered by a recognized next day courier service.  All
notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice.

       

      If
to the Company:

       

      Citigroup
Inc.

      399
Park Avenue

      New
York, NY 10022

      Attention:
Michael S. Helfer, Esq.

                       General
Counsel

      Telephone:
(212) 559-5152

      Facsimile:
(212) 793-5300

       

      Citigroup
Inc.

      399
Park Avenue

      New
York, NY 10022

      Attention:
Andrew Felner, Esq.

                       Deputy
General Counsel

      Telephone:
(212) 559-7050

      Facsimile:
(212) 559-7057

       

      If
to the Original Warrantholder:

       

      United
States Department of the Treasury

      1500
Pennsylvania Avenue, NW, Room 2312

       

      
        
          
          

        

        
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      Washington,
D.C. 20220

      Attention:
Assistant General Counsel (Banking and Finance)

      Facsimile:
(202) 622-1974

       

      21.          Entire
Agreement.  This
Warrant, the forms attached hereto and the Purchase Agreement contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or undertakings with
respect thereto.

       

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      [Form
of Notice of Exercise]

       

       

       

      Date:  _________

       

      TO:           Citigroup
Inc.

       

      RE:           Election
to Purchase Common Stock

       

      The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase the number of shares of the Common
Stock set forth below covered by such Warrant.  The undersigned, in
accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate
Exercise Price for such shares of Common Stock in the manner set forth
below.  A new warrant evidencing the remaining shares of Common Stock
covered by such Warrant, but not yet subscribed for and purchased, if any,
should be issued in the name set forth below.

       

      Number
of Shares of Common Stock

       

      Method
of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i)
of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with
consent of the Company and the
Warrantholder)________________________________

       

      
        	
                Aggregate
      Exercise Price:

              	 
      


      

       

       

      
        	 
      	
                Holder:

              	 
      	 
	 
      	
                By:

              	 
      	 
	 
      	
                Name:

              	 
      	 
	 
      	
                Title:

              	 
      	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a
duly authorized officer.

       

      Dated:  January
15, 2009

       

      
        	 
      	
                CITIGROUP
      INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Zion Shohet

              	 
      
	 
      	 
      	
                Name:
      Zion Shohet

              	 
      
	 
      	 
      	
                Title:
      Treasurer and Head of Corporate Finance

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                Attest:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/Michael
      J. Tarpley

              	 
      
	 
      	 
      	
                Name:
      Michael J. Tarpley

              	 
      
	 
      	 
      	
                Title:
      Assistant Secretary

              	 
      


      

       

       

      [Signature
Page to Warrant]