Unassociated Document


    EXHIBIT
4.01

    


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

     

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

    


    CITIGROUP
INC.

    Floating
Rate Notes due August 13, 2013

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	 
      	 
      
	 
      	
              CUSIP:
      172967 FG 1

            
	 
      	
              ISIN:
      US172967FG13

            
	 
      	
              Common
      Code: 053296882

            
	 
      	 
      
	
              No.
      R-

            	
              $

            


    

    


    CITIGROUP
INC., a Delaware corporation (the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of $____________ on August
13, 2013 and to pay interest thereon from and including August 13, 2010 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, monthly, on the thirteenth day of each February, May, August and
November, commencing November 13, 2010, at the rate per annum for each Interest
Period of three-month LIBOR, determined as provided herein, plus 2.000% until
the principal hereof is paid or made available for payment.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note is registered at the close of business on the Record Date for
such interest, which shall be the Business Day immediately preceding such
Interest Payment Date.

     

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

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Interest
hereon will be calculated on the basis of the actual number of days elapsed in
an Interest Period and a 360-day year.  Dollar amounts resulting from
such calculation will be rounded to the nearest cent, with one-half cent being
rounded upward.  An "Interest Period" shall be the period from and
including an Interest Payment Date (or from August 13, 2010 in the case of the
first Interest Payment Date) to and including the day immediately preceding the
next Interest Payment Date.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        - 2
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    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

    


    Dated:  September
29, 2010

     

    CITIGROUP
INC.

     

     

     

    By: 
      
      
        

      

    

    Title:  Treasurer

    


    


    


    ATTEST:

    


    By: 
      
      
        

      

    

    Title:  Assistant
Secretary

     

     

    
      
         

      

      
        - 3
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    This is one of the Notes of the
series issued under the within-mentioned Indenture.

    


    Dated:  September
29, 2010

    


    THE BANK
OF NEW YORK MELLON,

    as
Trustee

     

     

    By: 
      
      
        

      

    

    Name:

    Title:

     

     

    -or-

     

     

    CITIBANK,
N.A.,

    as
Authenticating Agent

     

     

    By: 
      
      
        

      

    

    Name:

    Title:

     

     

    
      
         

      

      
        - 4
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    This Note
is one of a duly authorized issue of Securities of the Company (the "Notes"),
issued and to be issued in one or more series under the Indenture, dated as of
March 15, 1987 (as amended and supplemented to date, the "Indenture"), between
the Company and The Bank of New York Mellon, formerly known as The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note is one of the series
designated on the face hereof, initially issued in the aggregate principal
amount of $750,000,000 and increased to $1,500,000,000.

     

    This Note
will bear interest for each Interest Period at a rate determined by Citibank,
N.A., acting as Calculation Agent.  The interest rate on this Note for
a particular Interest Period will be a per annum rate equal to three-month LIBOR
as determined on the related Interest Determination Date, plus
2.000%.  The Interest Determination Date for an Interest Period will
be the second London business day preceding such Interest Period.  The
Interest Determination Date for the first Interest Period was August 11,
2010.  Promptly upon determination, the Calculation Agent will inform
the Trustee and the Company of the interest rate for the next Interest
Period.  Absent manifest error, the determination of the interest rate
by the Calculation Agent shall be binding and conclusive on the holders of
Notes, the Trustee and the Company.

     

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

     

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

     

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

     

     

    
      
         

      

      
        - 5
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    The
Luxembourg Stock Exchange shall be notified of the interest rate, the amount of
the interest payment and the Interest Payment Date for a particular Interest
Period not later than the first day of such Interest Period.  Upon
request from any Noteholder, the Calculation Agent will provide the interest
rate in effect on this Note for the current Interest Period and, if it has been
determined, the interest rate to be in effect for the next Interest
Period.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        - 6
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    The Notes
represented by this Global Security are exchangeable for definitive Notes in
certificated form of like tenor as such Notes in denominations of $1,000 and
whole multiples of $1,000 in excess thereof only if (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for the Notes or (ii) the Depository ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, or (iii) the Company in
its sole discretion decides to allow the Notes to be exchanged for definitive
Notes in registered form.  Any Notes that are exchangeable pursuant to
the preceding sentence are exchangeable for certificated Notes issuable in
authorized denominations and registered in such names as the Depository shall
direct.  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of definitive Notes in certificated
form is registrable in the register maintained by the Company in The City of New
York for such purpose, upon surrender of the definitive Note for registration of
transfer at the office or agency of the registrar, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the registrar duly executed by, the holder thereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.  Subject to the foregoing, this Note is not exchangeable,
except for a Global Security or Global Securities of this issue of the same
principal amount to be registered in the name of the Depository or its
nominee.

     

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

     

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

     

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

     

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

    


    
      	
               
      

            	
              (1)

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

            


    

     

     

    
      
         

      

      
        - 7
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              (a)

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

            


    

    
      	
               
      

            	
              (b)

            	
              having
      had such a relationship in the past
or

            


    

    
      	
               
      

            	
              (c)

            	
              being
      considered as having had such a
relationship.

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
               
      

            	
               

            	
              (a)

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

            


    

    
      	
               
      

            	 	
              (b)

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

            


    

    
      	
               
      

            	 	
              (c)

            	
              having
      or having had a permanent establishment in the United
    States.

            


    

    


    
      	
               
      

            	
              (3)

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

            


    

    


    
      	
               
      

            	 	
              (a)

            	
              personal
      holding company;

            


    

    
      	
               
      

            	 	
              (b)

            	
              foreign
      personal holding company;

            


    

    
      	
               
      

            	 	
              (c)

            	
              foreign
      private foundation or other foreign tax-exempt
    organization;

            


    

    
      	
               
      

            	 	
              (d)

            	
              passive
      foreign investment company;

            


    

    
      	
               
      

            	 	
              (e)

            	
              controlled
      foreign corporation or

            


    

    
      	
               
      

            	 	
              (f)

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

            


    

    


    
      	
               
      

            	
              (4)

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

            


    

    


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

    


    
      	
               
      

            	
              (5)

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

            


    

    


    
      	
               
      

            	 	
              (a)

            	
              fiduciary;

            


    

     

     

    
      
         

      

      
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              (b)

            	
              partnership;

            


    

    
      	
               
      

            	 	
              (c)

            	
              limited
      liability company or

            


    

    
      	
               
      

            	 	
              (d)

            	
              other
      fiscally transparent entity

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (6)

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

            


    

    


    
      	
               
      

            	
              (7)

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

            


    

    


    
      	
               
      

            	
              (8)

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

            


    

    


    
      	
               
      

            	
              (9)

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

            


    

    


    
      	
               
      

            	
              (10)

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

            


    

    


    
      	
               
      

            	 	
              (a)

            	
              estate
      tax;

            


    

    
      	
               
      

            	 	
              (b)

            	
              inheritance
      tax;

            


    

    
      	
               
      

            	 	
              (c)

            	
              gift
      tax;

            


    

     

     

    
      
         

      

      
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              (d)

            	
              sales
      tax;

            


    

    
      	
               
      

            	 	
              (e)

            	
              excise
      tax;

            


    

    
      	
               
      

            	 	
              (f)

            	
              transfer
      tax;

            


    

    
      	
               
      

            	 	
              (g)

            	
              wealth
      tax;

            


    

    
      	
               
      

            	 	
              (h)

            	
              personal
      property tax or

            


    

    
      	
               
      

            	 	
              (i)

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

            


    

    


    
      	
               
      

            	
              (11)

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

            


    

    


    
      	
               
      

            	
              (12)

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

            


    

    


    
      	
               
      

            	
              (13)

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

            


    

    


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

    


    As used in this Note, "United States
person" means:

    


    
      	
               
      

            	
              (a)

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

            


    

    
      	
               
      

            	
              (b)

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

            


    

    
      	
               
      

            	
              (c)

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

            


    

    
      	
               
      

            	
              (d)

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

            


    

    


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

    


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

    


    
      	
            	
              (1) 

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

            


    

     

     

    
      
         

      

      
        - 10
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              (a)

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

            


    

    
      	
               
      

            	
              (b)

            	
              the
      obligation to pay Additional Amounts arises as a result of any change in
      the laws, regulations or rulings of the United States, or an official
      position regarding the application or interpretation of such laws,
      regulations or rulings, which change is announced or becomes effective on
      or after August 6, 2010 and

            


    

    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      act is taken by a taxing authority of the United States on or after August
      6, 2010, whether or not such act is taken in relation to the Company or
      any affiliate, that results in a substantial probability that the Company
      will or may be required to pay Additional Amounts as described
      above;

            


    

    
      	
               
      

            	
              (b)

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

            


    

    
      	
               
      

            	
              (c)

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

            


    

    


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

    


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

     

     

     

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