exv4w01






Exhibit 4.01




EXECUTION VERSION




AGREEMENT




dated September 29, 2010



amending the



EXCHANGE AGREEMENT



dated June 9, 2009



between



CITIGROUP INC. and the



UNITED STATES DEPARTMENT OF THE TREASURY



          This Agreement (the “Agreement”) amends the Exchange Agreement, dated June 9, 2009
(the “Exchange Agreement”), between Citigroup Inc., a Delaware corporation (the
“Company”) and the United States Department of the Treasury (“Treasury”) and is
entered into this 29th day of September 2010.




RECITALS




          WHEREAS, the Company and Treasury entered into the Securities Purchase Agreement, dated as of
December 31, 2008, relating to the Targeted Investment Program, whereby Treasury invested
$20,000,000,000 in the Company and the Company issued to Treasury 20,000 shares of the Company’s
preferred stock designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series I” (the
“TIP Preferred Stock”), having a liquidation amount of $1,000,000 per share, and a warrant
to purchase 188,501,414 shares of the Company’s common stock, par value $0.01 per share
(“Common Stock”);




          WHEREAS, as consideration for the loss protection provided by Treasury and the FDIC to the
Company and certain of its affiliates under a master agreement, dated as of January 15, 2009, among
Treasury, the FDIC and the Federal Reserve Bank of New York (the “Master
Agreement”), the Company issued to Treasury 4,034 shares of the Company’s preferred stock
designated as “Fixed Rate Cumulative Perpetual Preferred Stock Series G” (the “Guarantee
Preferred Stock”), having a liquidation amount of $1,000,000 per share, and a warrant to
purchase 66,531,728 shares of Common Stock;




          WHEREAS, pursuant to the Exchange Agreement, inter alia, the Company caused a newly-formed
Delaware business trust (the “TruPS Issuer”) to (i) issue and sell the number of preferred
shares calculated in accordance therewith and having the terms set forth in Schedule A






 









 







thereto (the “TIP TruPS”) to Treasury in exchange for the surrender of the shares of TIP
Preferred Stock held by Treasury; and (ii) issue and sell the number of preferred shares calculated
in accordance therewith and having the terms set forth in Schedule A thereto (the “Treasury
Guarantee TruPS”) to Treasury in exchange for the surrender of the shares of Guarantee
Preferred Stock held by Treasury, in each case on the terms and subject to the conditions set forth
in the Exchange Agreement;




          WHEREAS, the parties to the Master Agreement entered into a Termination Agreement, dated
December 23, 2009, pursuant to which, inter alia, the Company (i) redeemed or repurchased the TIP
TruPS and (ii) reduced the Liquidation Amount (as defined in the Amended and Restated Declaration
of Trust of Citigroup Capital XXXIII, dated July 30, 2009, the “Liquidation Amount”) of
Treasury Guarantee TruPS by $1,800,000,000 to $2,234,000,000;




          WHEREAS, under the terms of Section 4.5 of the Exchange Agreement, Treasury has the right (the
“TruPS Exchange Right”) to require the Company (i) to exchange the TruPS Exchange
Securities for Registrable TruPS Exchange Securities (as defined in the Exchange Agreement) and
(ii) at the time of any such exchange, to issue Registrable Subordinated Debentures and a
Registrable Guarantee (each, as defined in the Exchange Agreement) in connection with the issuance
of the Registrable TruPS Exchange Securities;




          WHEREAS, by this Agreement, the Company and Treasury wish to amend the Exchange Agreement to
alter and add certain provisions related to the TruPS Exchange Right in order to facilitate the
sale of the Registrable TruPS Exchange Securities in the U.S. public capital markets;




          WHEREAS, Treasury wishes to provide notice to the Company of its intent to exercise its TruPS
Exchange Right pursuant to Section 4.5(c) of the Exchange Agreement and to provide notice to the
Company of its intent to distribute Registrable Securities by means of an underwritten offering
pursuant to Section 4.6(a)(ii) of the Exchange Agreement; and




          WHEREAS, pursuant to Section 5.3 of the Exchange Agreement, any amendment to the Exchange
Agreement will be effective if made in writing and signed by an officer or a duly authorized
representative of each party.




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties
hereto hereby agree as follows:




          SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall be
applied as defined in the Exchange Agreement.




          SECTION 2. Amendments to the Exchange Agreement.





     (a) The Company and Treasury acknowledge and agree that Sections 4.5(b)(i) and (ii) of the
Exchange Agreement are hereby deleted and replaced in their entirety as follows:




(i) At any time and from time to time following the Public Exchange
Offer Closing Date, the Investor shall have the right to exchange
TruPS Exchange Securities for a number of trust preferred securities
(“Registrable TruPS Exchange Securities”) having an aggregate
liquidation amount no less than the aggregate liquidation amount of
the TruPS Exchange Securities to be exchanged and having terms



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and conditions and pursuant to such documentation as agreed between
the Company and the Investor at the time of such exchange. Each date
on which TruPS Exchange Securities are exchanged for Registrable TruPS
Exchange Securities is an “Exchange Settlement Date”. For the
avoidance of doubt, if the Registrable TruPS Exchange Securities are
issued from time to time in more than one series, none of the
Registrable TruPS Exchange Securities issued in any one series will be
fungible with those issued in any other series, even if the terms of
some of the Registrable TruPS Exchange Securities are substantially
identical; and




(ii) On any Exchange Settlement Date, the Company shall also issue (i)
debentures (“Registrable Subordinated Debentures”) in an aggregate
principal amount at least equal to the aggregate principal amount of
the Subordinated Debentures underlying the TruPS Exchange Securities
to be exchanged and having terms and conditions and pursuant to such
documentation as agreed between the Company and the Investor at the
time of such exchange, and (ii) a guarantee relating to the
Registrable TruPS Exchange Securities (a “Registrable Guarantee”),
which guarantee shall have terms substantially identical to the terms
and conditions of the Guarantee relating to the TruPS Exchange
Securities to be exchanged. For the avoidance of doubt, if Registrable
Subordinated Debentures and Registrable Guarantees are issued from
time to time in connection with more than one series of Registrable
TruPS Exchange Securities, none of the Registrable Subordinated
Debentures or the Registrable Guarantees issued in connection with any
one series will be fungible with those issued in connection with any
other series, even if the terms of some of the Registrable
Subordinated Debentures and Registrable Guarantees are substantially
identical.




     (b) The Company and Treasury acknowledge and agree that the following text is hereby added
as Section 4.5(f) of the Exchange Agreement:




(f) On the Exchange Settlement Date, the Company shall cause payment
of accumulated and unpaid distributions from and including the last
Distribution Date on which distributions were paid in full to but
excluding such Exchange Settlement Date with respect to the TruPS
Exchange Securities to be paid to the Investor.



     SECTION 3. Elections, Notices and Consents.



          (a) Treasury wishes to exercise its TruPS Exchange Right, as amended by this Agreement, with
respect to 2,234,000 TruPS Exchange Securities on the date hereof, and hereby provides notice of
such exercise to the Company pursuant to Section 4.5(c) of the Exchange Agreement.




          (b) The Company accepts this Agreement as sufficient notice of exchange from Treasury and
hereby waives any rights to different notice it may have pursuant to Section 4.5(c) of the Exchange
Agreement.







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          (c) The Company and Treasury agree that the Registrable TruPS Exchange Securities and the
Registrable Subordinated Debentures will be issued on the date hereof in the aggregate liquidation
amount and aggregate principal amount, as applicable, and include the terms and conditions set
forth on Annex I hereto.




          (d) Treasury hereby provides notice to the Company of its intent to distribute Registrable
Securities by means of an underwritten offering pursuant to Section 4.6(a)(ii) of the Exchange
Agreement (the “Underwritten Offering”).




          (e) The Company agrees to cause payment of accumulated and unpaid distributions from and
including the applicable Exchange Settlement Date to but excluding the settlement date of the
Underwritten Offering on any Registrable TruPS Exchange Securities sold in such Underwritten
Offering to be paid to Treasury on the settlement date of the Underwritten Offering.




          SECTION 4. Power; Authorization; Enforceable Obligations; Other.




          (a) The Company hereby represents and warrants that (i) it has the power and authority to
enter into this Agreement; (ii) it has taken all necessary organizational action to authorize the
execution, delivery and performance of this Agreement; (iii) no consent or authorization of, filing
with, notice to or other act by or in respect of, any governmental authority or any other person is
required in connection with the execution, delivery, performance, validity or enforceability of
this Agreement, except consents, authorizations, filings and notices as have been obtained or made
and are in full force and effect (including such consent as shall have been received by the Board
of Governors of the Federal Reserve System); and (iv) this Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).




          (b) The representations and warranties contained in Annex II hereto shall be true and correct
on and as of the Exchange Settlement Date.




          SECTION 5. Ratification. The Exchange Agreement, as amended and supplemented by this
Agreement, is in all respects ratified and confirmed, and this Agreement shall be deemed part of
the Exchange Agreement.




          SECTION 6. Entire Agreement. The Exchange Agreement, as amended and supplemented by
this Agreement, constitutes the entire agreement between the parties hereto, and supersedes all
other prior agreements, understandings, representations and warranties, both written and oral,
between the parties, with respect to the subject matter hereof.




          SECTION 7. Effectiveness. This Agreement shall be effective and binding upon its
execution and delivery by each of the parties hereto.




          SECTION 8. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORANCE
WITH THE FEDERAL LAW OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, AND
OTHERWISE IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO
THE PERFORMED ENTIRELY WITHIN SUCH STATE.







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          SECTION 9. Counterparts. This Agreement may be executed by each of the parties hereto
on any number of separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.








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          In Witness Whereof, this Agreement has been duly executed and delivered by the duly authorized
representatives of the parties hereto as of the date first herein above written.




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	/s/ John C. Gerspach
 	 
	 	 	Name:  	John C. Gerspach 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	UNITED STATES DEPARTMENT OF 

THE TREASURY

 	 
	 	By:  	/s/ Herbert M. Allison, Jr.
 	 
	 	 	Name:  	Herbert M. Allison, Jr. 	 
	 	 	Title:  	Assistant Secretary for Financial   Stability 	 
	 



Signature Page to Agreement Amending Exchange Agreement





 









 








ANNEX I




	 	 	 
	 

	 	Terms and Conditions of the
Registrable TruPS Exchange
Securities (“Capital Securities”)
and the Registrable Subordinated
Debentures (“Junior Subordinated
Debt Securities”)
	 
	 	 
	Capital Securities Issuer:

	 	Citigroup Capital XIII, a Delaware
statutory trust, the sole assets
of which will be junior
subordinated debt securities
issued by Citigroup Inc.
	 
	 	 
	Junior Subordinated Debt

	 	Citigroup Inc.
	Securities Issuer:
	 	 
	 
	Guarantee:

	 	$25 liquidation amount per Capital
Security, guaranteed by Citigroup
Inc. to the extent set forth in
the Registrable Guarantee.
	 
	 	 
	Aggregate Liquidation

Amount of Capital

Securities:

	 	$2,246,000,000 (89,840,000 Capital
Securities with $25 liquidation
amount per Capital Security).
	 
	Aggregate Principal

	 	$2,246,025,000 ($25 denominations).
	Amount of Junior
	 	 
	Subordinated Debt
	 	 
	Securities:
	 	 
	 
	 	 
	Maturity Date for Junior

	 	October 30, 2040
	Subordinated Debt
	 	 
	Securities:
	 	 
	 
	 	 
	Interest and Payment
Dates:

	 	From September 29, 2010 to but
excluding October 30, 2015, 7.875%
per annum payable quarterly in
arrears on each January 30, April
30, July 30 and October 30,
beginning January 30, 2011 (long
first coupon). From and including
October 30, 2015, to but excluding
maturity, three-month LIBOR plus
6.37% per annum payable quarterly
in arrears on each January 30,
April 30, July 30 and October 30,
beginning January 30, 2016.
Following business day convention
through and including October 30,
2015; modified following business
day convention thereafter.
	 
	 	 
	Interest Determination 

Date:

	 	Second London banking day prior to
each floating rate interest period
from and including October 30,
2015.
	 
	 	 
	Day Count:

	 	From September 29, 2010 to but
excluding October 30, 2015,
30/360; from and including October
30, 2015, Actual/360
	 
	 	 
	Deferral of Interest:

	 	Citigroup may defer interest for
up to 5 years but not beyond the
maturity or the earlier redemption
of the junior subordinated debt
securities. Payments on the
Capital Securities will be
deferred to the extent Citigroup
Inc. elects to defer interest on
the junior subordinated debt
securities held by the Issuer.
	 
	 	 
	Redemption at Issuer’s

Option:

	 	Subject to the approval of the
Federal Reserve or the agency with
primary oversight of regulatory
capital for Citigroup Inc. (the
“Capital Regulator”), if then
required, Citigroup may redeem the
underlying junior subordinated
debt securities, and thus redeem
the Capital Securities, at any
time on or after October 30, 2015,
in whole or in part, at a price
equal to 100% of the principal
amount, plus accrued and unpaid
interest to the redemption date.
	 
	 	 
	Special Event Redemption:

	 	In addition to the Redemption at
Issuer’s Option described above
and subject to the approval of the
Capital Regulator, if then
required, Citigroup may redeem the
underlying junior subordinated
debt securities, and thus redeem
the Capital Securities, in whole
or in part, at any time after the
occurrence of an Investment
Company Event or a Tax Event at a
price equal to 100% of the
principal amount, plus accrued and
unpaid interest to the redemption
date.
	 
	 	 
	Defeasance:

	 	Applicable to the junior subordinated debt securities. Provisions of
Article 4 of the Indenture apply.
	 
	 	 
	Sinking Fund:

	 	Not applicable to the junior subordinated debt securities.






 









 






ANNEX II



(i) Citigroup Capital XIII, a Delaware statutory trust (the “TruPS Issuer”) has been duly created
and is validly existing and in good standing as a statutory trust under the Statutory Trust Act of
the State of Delaware with the statutory trust power and authority to own property and to conduct
its business, issue the Registrable TruPS Exchange Securities and to enter into and perform its
obligations under the amended and restated declaration of trust (the “Declaration”), among the
Company, as sponsor, the trustees named therein and the holders from time to time of undivided
beneficial interests in the assets of the TruPS Issuer, and is not required to be authorized to do
business in any other jurisdiction. The TruPS Issuer is not and will not be a party to or otherwise
bound by any agreement other than those entered into in connection with the issuance of the
Registrable TruPS Exchange Securities. The TruPS Issuer will be classified as a grantor trust and
not as an association taxable as a corporation for U.S. federal income tax purposes and the TruPS
Issuer is and will be treated as a consolidated subsidiary of the Company pursuant to GAAP.



(ii) The Registrable TruPS Exchange Securities have been duly and validly authorized by the TruPS
Issuer and executed by a regular trustee of the TruPS Issuer and, when the Registrable TruPS
Exchange Securities are issued and delivered pursuant to this Agreement, the Registrable TruPS
Exchange Securities will represent validly issued, fully paid and non-assessable (subject to
Sections 3.10(a)(vi), 9.2 and 9.8 of the Declaration) undivided beneficial interests in the assets
of the TruPS Issuer. Holders of the Registrable TruPS Exchange Securities will be entitled to the
same limitation of personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware. The issuance of the
Registrable TruPS Exchange Securities will not be subject to any preemptive rights.



(iii) The Declaration has been duly and validly authorized by the Company and has been duly
executed and delivered by the Company and the regular trustees named in the Declaration, and
assuming due execution and delivery by the institutional trustee and the Delaware trustee, the
Declaration will be a valid and legally binding obligation of the Company, enforceable in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law). The Declaration has been duly qualified under the Trust Indenture Act of
1939, as amended, and the rules and regulations of the SEC promulgated thereunder (together, the
“Trust Indenture Act”) and does comply in all material respects with the applicable requirements of
the Trust Indenture Act.



(iv) The Registrable Guarantee has been duly and validly authorized by the Company and has been
duly executed and delivered by the Company, and assuming due execution and delivery by the
guarantee trustee, the Registrable Guarantee will be a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). The Registrable Guarantee has been duly
qualified under the Trust Indenture Act and does comply in all material respects with the
applicable requirements of the Trust Indenture Act.






 









 







(v) The indenture (the “Indenture”) between the Company and the trustee named therein relating to
the Registrable Subordinated Debentures has been duly and validly authorized by the Company and
duly executed and delivered by the Company, and assuming due execution and delivery by the
indenture trustee, the Indenture is a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of
creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law). The Indenture has been duly qualified under the Trust Indenture
Act and does comply in all material respects with the Trust Indenture Act.



(vi) The Registrable Subordinated Debentures have been duly and validly authorized by the Company
and, when authenticated by the indenture trustee in the manner provided for in the Indenture and
issued in accordance with the Indenture and delivered to the TruPS Issuer against consideration
therefor, will be valid and legally binding obligations of the Company, enforceable in accordance
with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by proceedings in
equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the
Indenture.



(vii) The regular trustees of the TruPS Issuer are officers of the Company and have been duly
authorized by the Company to execute and deliver the Declaration.



(viii) The TruPS Issuer is not now, nor after giving effect to the transactions contemplated in the
Agreement will be, and the TruPS Issuer is not controlled by, or acting on behalf of any person
which is, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.