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, OF 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.

     

    6.010%
NOTES DUE JANUARY 15, 2015

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	 	 
	 
      	
              CUSIP:
      172967FA4

            
	 
      	
              ISIN:
      US172967FA43

            
	 
      	
              Common
      Code: 047255716

            


    

    


     

    
      	
              No.
      R-0001

            	
              $1,875,000,000

            
	 
      	 
      


    

    CITIGROUP
INC., a Delaware corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Billion Eight Hundred Seventy-Five Million Dollars
($1,875,000,000) on January 15, 2015 (formerly March 15, 2041), and to pay
interest on said principal sum from December 15, 2009, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for in
arrears at a rate per annum of 6.010% from and after December 15, 2009 to the
earlier of the repayment of the outstanding principal amount of this Security
and January 15, 2015, payable semi-annually in equal installments on each June
15 and December 15 (each such date, an “Interest Payment Date”), commencing with June
15, 2010, until the principal hereof shall have become due and payable, and on
any overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum compounded
semi-annually (it being understood that prior to its amendment, interest was
previously paid under this security to its prior owner at a rate per annum of
6.320% from December 3, 2007 to but not including December 15,
2009).  The amount of interest payable on any Interest Payment Date
shall be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    computed
on the basis of a 360-day year comprised of twelve 30-day months.  In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.  The interest installment 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 Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the Business Day next preceding such Interest
Payment Date, or, if the Securities are not Global Securities, such other record
dates selected by the Company from time to time which shall be more than 14 but
not less than 60 days prior to any Interest Payment Date.  Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holders on such regular record date and
may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Securities not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.  The principal of (and premium, if any) and
the interest on this Security shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security
Register.

     

    The
Securities are not deposits or savings accounts.  The Securities are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality.

     

    The
indebtedness evidenced by this Security is Senior Indebtedness of the Company,
as defined in the Indenture.

     

    This
Security shall not be entitled to any benefit under the Indenture hereinafter
referred to, be valid or become obligatory for any purpose until the Certificate
of Authentication hereon shall have been signed by or on behalf of the
Trustee.

     

    This
Security has been amended to reflect changes made to its terms pursuant to the
terms of the First Supplemental Indenture, the Fifth Supplemental Indenture and
the Sixth Supplemental Indenture and is a continuation and restatement of the
original security dated December 3, 2007.

     

    The
provisions of this Security are continued on the reverse side hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.

     


    
      
         


      

      
          - 2
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    IN
WITNESS WHEREOF, the Company has caused this instrument to be
executed.

     

    Dated:
December 15, 2009

     

    
      	 	CITIGROUP
      INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

    
      
        	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CERTIFICATE
OF AUTHENTICATION

    This is
one of the Securities of the series of Securities described in the within-
mentioned Indenture.

     

    THE BANK
OF NEW YORK MELLON,

    as
Trustee

     

    
      By: 
        
        
          

        

      

    

    Authorized
Officer

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [Reverse
of Debentures]

     

    This
Security is one of a duly authorized series of securities of the Company (herein
sometimes referred to as the “Securities”), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of July 23, 2004 (the “Base Indenture”), duly executed and
delivered between the Company and The Bank of New York Mellon (as successor to
JPMorgan Chase Bank), as Trustee (the “Trustee”), a First Supplemental
Indenture, dated as of December 3, 2007 (the “First Supplemental
Indenture”), a Fifth Supplemental Indenture, dated as of November 2, 2009
(the “Fifth Supplemental
Indenture”), and a Sixth Supplemental Indenture, dated as of December 1,
2009 (the “Sixth Supplemental
Indenture” and, together with the Base Indenture, the First Supplemental
Indenture and the Fifth Supplemental Indenture, the “Indenture”), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities.  By the terms of the Indenture, the Securities are
issuable in series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture.  This
series of Securities is limited in aggregate principal amount to
$1,875,000,000.

     

    If a Tax
Event with respect to the Securities occurs, the Company may redeem the
Securities, in whole but not in part, at a redemption price equal to the
principal amount of the securities to be redeemed, plus accrued and unpaid
interest through the redemption date.  Any redemption pursuant to this
paragraph will be made upon not less than 30 days nor more than 60 days’
notice.

     

    Any
redemption of the Securities of this series, in whole but not in part, prior to
the Stated Maturity of principal is subject to receipt by the Company of prior
written approval from the Federal Reserve, if then required under applicable
capital adequacy guidelines, regulations or policies of the Board of Governors
of the Federal Reserve System.

     

    Except as
provided in the two preceding paragraphs and subject to the next paragraph, the
Securities may not be redeemed prior to January 15, 2015 (formerly March 15,
2041).

     

    In case
an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Securities may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions 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 Article IV thereof, which provisions apply to this
Note.

     

    The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of each series affected at the time outstanding, as defined in
the Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities; provided,
however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Securities of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holders of each Security then outstanding and affected
thereby.  The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Securities of any
series at the time outstanding affected thereby, on behalf of all of the Holders
of the Securities of such series, to waive any past default in the performance
of any of the covenants contained in the Indenture, or established pursuant to
the Indenture with respect to such series, and its consequences, except a
default in the payment of the principal of or premium, if any, or interest on
any of the Securities of such series.  Any such consent or waiver by
the registered Holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Security and of any Security issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Security

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on
this Security at the time and place and at the rate and in the money herein
prescribed.

     

    During
any period when a Default shall have occurred and be continuing, (a) the Company
and its Subsidiaries shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) purchases, redemptions or
other acquisitions of shares of capital stock of the Company in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of employees, officers, directors or consultants, (ii) purchases of
shares of common stock of the Company pursuant to a contractually binding
requirement to buy stock existing prior to the commencement of the Default or
default, including under a contractually binding stock repurchase plan, (iii) as
a result of an exchange or conversion of any class or series of the Company’s
capital stock for any other class or series of the Company’s capital stock, (iv)
the purchase of fractional interests in shares of the Company’s capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged), or (v) purchase of the Company’s capital
stock in connection with the distribution thereof), and (b) the Company and its
Subsidiaries shall not make any payment of interest on or principal or premium
on, or repay, repurchase or redeem, any debt securities or guarantees issued by
the Company that rank pari
passu with or junior to the Securities (other than (A) any payment of
current or deferred interest on securities that rank pari passu with the
Securities that is made pro
rata to the amounts due on such securities (including the Securities) and
(B) any payments that, if not made, would cause the Company to violate the terms
of the instrument governing such Securities or guarantees).  The
foregoing, however, will not apply to any stock “dividends” paid by
the Company where the dividend stock is the same stock as that on which the
dividend is being paid.

     

    
      
         

      

      
        R-2

        
          

        

      

      
         

      

    

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
this Security is transferable by the registered Holder hereof on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Trustee in the City and State of New
York accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees.  No service charge will be made for any such transfer, by
the Company or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in relation thereto.

     

    Prior to
due presentment for registration of transfer of this Security, the Company, the
Trustee, any paying agent and the Security Registrar may deem and treat the
registered holder hereof as the absolute owner hereof (whether or not this
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.

     

    No
recourse shall be had for the payment of the principal of or the interest on
this Security, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Securities of this series so issued are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the
same.

     

    The
Company has appointed The Bank of New York Mellon to act as paying agent from
whom holders of the Securities can receive payment of the principal, interest or
premium on the Securities.  Notwithstanding the foregoing, at the
Company’s option, payment of any interest may be made by check mailed to the
address of the person entitled thereto as such address appears in the security
register.

     

    All terms
used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.  This Security is governed by the
laws of the State of New York.

     


    
      
         


      

      
        R-3

        
          

        

      

      
         


      

    


    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.

     

    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
more 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.

     

     

    R-4