exv4w01






Exhibit 4.1




EXECUTION COPY




 





CITIGROUP INC.




and




THE BANK OF NEW YORK




Third Supplemental Indenture




Dated as of December 3, 2007




Supplement to Indenture of Citigroup Inc.

dated as of July 23, 2004




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	Section 1.1
	 	Definition of Terms	 	 	2	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	GENERAL TERMS AND CONDITIONS OF THE DEBENTURES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Designation and Establishment of Series	 	 	7	 
	Section 2.2
	 	Extended Interest Payment Periods; Limitation of Transactions	 	 	10	 
	Section 2.3
	 	Subordination	 	 	10	 
	Section 2.4
	 	Put Right of Holders	 	 	10	 
	Section 2.5
	 	Company’s Elections to Change Certain Terms	 	 	11	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	ORIGINAL ISSUE OF DEBENTURES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Original Issue of Debentures	 	 	11	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Effectiveness	 	 	12	 
	Section 4.2
	 	Successors and Assigns	 	 	12	 
	Section 4.3
	 	Further Assurances	 	 	12	 
	Section 4.4
	 	Effect of Recitals	 	 	12	 
	Section 4.5
	 	Ratification of Indenture	 	 	12	 
	Section 4.6
	 	Governing Law	 	 	12	 
	Section 4.7
	 	Counterparts	 	 	12	 
	Section 4.8
	 	Payment and Paying Agents	 	 	13	 
	Section 4.9
	 	Amendment; Execution by Treasurer or Assistant Treasurer	 	 	13	 






Third Supplemental Indenture






 









 








          THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 3, 2007
(this “Third Supplemental Indenture”), to the Indenture, dated as of July 23, 2004, between
CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW
YORK, a New York banking corporation (as successor to JPMORGAN CHASE BANK), not in
its individual capacity but solely as trustee under the Indenture referred to below (the
“Trustee”).




RECITALS:




          WHEREAS, the Company and the Trustee entered into an Indenture, dated as of
July 23, 2004 (“Indenture”);




          WHEREAS, Section 9.1 of the Indenture provides that the Indenture may be
amended without the consent of any Holder (i) to change or eliminate any of the provisions of
the Indenture, provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of such
Supplemental Indenture which is entitled to the benefit of such provision, or (ii) to establish the
form or terms of Securities of any series as permitted by Sections 2.1 and 3.1;




          WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel
and an Officers’ Certificate pursuant to Section 1.2 of the Indenture to the effect that all
conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this
Third Supplemental Indenture have been complied with;




          WHEREAS, pursuant to the Investment Agreement, the Company has agreed to
issue or cause to be issued to the Investor, and the Investor has agreed to purchase, the Purchased
Securities (as defined in the Investment Agreement), which include as a component of the Equity
Units (as defined in the Investment Agreement) the Capital Securities of Citigroup Capital
XXXI, a Delaware statutory trust (the “Trust”), issued under the Declaration, which in turn is the
initial Holder of the Debentures;




          WHEREAS, the Capital Securities are subject to a Remarketing, as provided for
in Article X of the Declaration and a Remarketing Agreement to be entered into among the
Company, the Trust, the Stock Purchase Contract Agent and the Remarketing Agent;




          WHEREAS, by entering into this Third Supplemental Indenture the Company
wishes to establish the Debentures, having the terms provided for in this Supplemental Indenture,
as a series of Securities under the Indenture;




          WHEREAS, the Company has requested that the Trustee execute and deliver this
Third Supplemental Indenture and satisfy all requirements necessary to make this Third
Supplemental Indenture a valid instrument in accordance with its terms, and to make the
Debentures, when executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company and all acts and things necessary have been done and
performed to make this Third Supplemental Indenture enforceable in accordance with its terms,
and the execution and delivery of this Third Supplemental Indenture has been duly authorized in
all respects:




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     NOW, THEREFORE, the Company and the Trustee agree as follows:



ARTICLE I




DEFINITIONS



     Section 1.1 Definition of Terms.



          Unless the context otherwise requires (including for purposes of the Recitals):




          (a) a term defined in the Indenture has the same meaning when used in this
Third Supplemental Indenture unless otherwise specified herein;




          (b) a term defined anywhere in this Third Supplemental Indenture has the
same meaning throughout;




          (c) the singular includes the plural and vice versa;




          (d) headings are for convenience of reference only and do not affect
interpretation;




          (e) the following terms have the meanings given to them in the Declaration:
Capital Securities; Common Securities; DECS; Distributions; Institutional Trustee; Regular Trustee; Remarketing; Remarketing Agent; Remarketing Agreement; Failed Remarketing;
Remarketing Date; Remarketing Period; Remarketing Settlement Date; Stock Purchase Contract
Agent; and Successful;




          (f) the following terms have the meanings given to them in the Stock
Purchase Contract Agreement: Collateral Agent and Stock Purchase Contract; and




          (g) the following terms have the meanings given to them in this Section
1.1(g):





     “Citigroup Trust” means each of Citigroup Capital II, Citigroup Capital III,
Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X,
Citigroup Capital XI, Citigroup Capital XII, Citigroup Capital XIII, Citigroup Capital
XIV, Citigroup Capital XV, Citigroup Capital XVI, Citigroup Capital XVII, Citigroup
Capital XVIII, Citigroup Capital XIX, Citigroup Capital XX and the Trust or any other
similar trust created for the purpose of issuing preferred securities or enhanced trust
preferred securities (“ETruPS”) in connection with the issuances of junior subordinated
debt securities under the indenture, the prior junior subordinated debt indenture or the
ETruPS junior subordinated debt indentures.




     “Contemporaneously Issued Debentures” means each of the series of Securities
issued under the First Supplemental Indenture to the Indenture, the Second Supplemental
Indenture to the Indenture and the Fourth Supplemental Indenture to the Indenture, each
dated the day hereof, and each between the Company and the Trustee.



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     “Debentures” has the meaning set forth in Section 2.1.




     “Declaration” means the Amended and Restated Declaration of Trust of
Citigroup Capital XXXI, dated as of December 3, 2007.




     “Federal Reserve” means the Board of Governors of the Federal Reserve System
and includes the Federal Reserve Bank of New York or any other Federal Reserve Bank
that has primary supervisory authority with respect to the Company.




     “Guarantee Agreement” means the Guarantee Agreement, of even date herewith,
between the Company and The Bank of New York, as Guarantee Trustee, with respect to
the Capital Securities.




     “Investment Agreement” means the Investment Agreement, dated November 26,
2007, between the Company and the Investor.




     “Investment Company Act” means the Investment Company Act of 1940, as
amended.




     “Investment Company Event” means that the Regular Trustees will have received
an opinion of a nationally recognized independent counsel experienced in such matters
which states that, as a result of the occurrence of a change in law or regulation or a
written change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or will be considered an “investment company” which
is required to be registered under the Investment Company Act.




     “Investor” means Abu Dhabi Investment Authority, a public institution
established under the laws of Abu Dhabi.




     “Regulatory Capital Event” means that the Company determines, based on an
opinion of counsel experienced in such matters, who may be an employee of the
Company or any of its Affiliates, that, as a result of




	 	•	 	any amendment to, clarification of or change (including any announced
prospective change) in applicable laws or regulations or official
interpretations thereof or policies with respect thereto or
	 
	 	•	 	any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations,






there is more than an insubstantial risk that, at any time prior to the applicable
Remarketing Settlement Date for the Debentures, the DECS, or a portion thereof, will no
longer constitute Tier 1 capital of the Company or any bank holding company of which
the Company is a subsidiary for purposes of the capital adequacy guidelines or policies of
the Federal Reserve; provided, however, that the distribution of the Debentures in



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connection with the liquidation of the Trust shall not in and of itself constitute a
Regulatory Capital Event unless such liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.




     “Reset Rate” means the rate of Distributions on the Capital Securities (and,
accordingly, the interest rate applicable to the Debentures) applicable from and after a
Remarketing Settlement Date, established pursuant to the Declaration in a Remarketing
that is Successful.




     “Senior Indebtedness” means any obligation of the Company to its creditors,
whether now outstanding or subsequently incurred, including the following:




	 	•	 	the principal, premium, if any, and interest in respect of (a) indebtedness
for money borrowed and (b) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by the Company
including all indebtedness (whether now or hereafter outstanding) issued
under the Senior Debt Indenture, dated as of March 15, 1987, between the
Company and The Bank of New York, as trustee, in case as the same may
be amended, modified, or supplemented from time to time, and the
Subordinated Debt Indenture, dated as of April 12, 2001, between the
Company and The Bank of New York (as successor to J.P. Morgan Trust
Company, National Association), as trustee, in case as the same may be
amended, modified or supplemented from time to time;
	 
	 	•	 	all capital lease obligations of the Company;
	 
	 	•	 	all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company and all
obligations of the Company under any conditional sale or title retention
agreement, but excluding trade accounts payable arising in the ordinary
course of business;
	 
	 	•	 	all obligations, contingent or otherwise, of the Company in respect of any
letters of credit, bankers acceptance, security purchase facilities or similar
credit transactions;
	 
	 	•	 	all obligations of the Company in respect of interest rate swap, cap or
other agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar
agreements;
	 
	 	•	 	all obligations of the type referred to above of other persons for the
payment of which the Company is responsible or liable as obligor,
guarantor or otherwise; and
	 
	 	•	 	all obligations of the type referred to above of other persons secured by





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	 	 	 	any lien on any property or asset of the Company, whether or not such
obligation is assumed by the Company;






except that Senior Indebtedness will not include:




	 	•	 	any other indebtedness (whether now or hereafter outstanding) issued to a
Citigroup Trust under the Indenture;
	 
	 	•	 	any indebtedness issued to a Citigroup Trust under the Indenture, dated as
of October 7, 1996, between the Company and The Bank of New York (as
successor to JPMorgan Chase Bank), as trustee, as the same has been or
may be amended, modified or supplemented from time to time (the “Prior
Junior Subordinated Debt Indenture”);
	 
	 	•	 	any indebtedness issued to a Citigroup Trust under the Indenture, dated as
of June 30, 2006, between the Company and The Bank of New York (as
successor to JPMorgan Chase Bank, National Association), as trustee, as
the same has been or may be amended, modified or supplemented from
time to time (the “First ETruPS Junior Subordinated Debt Indenture”);
	 
	 	•	 	any indebtedness (whether now or hereafter outstanding) issued to a
Citigroup Trust under the Indenture, dated as of June 28, 2007, between
the Company and The Bank of New York, as trustee, as the same has been
or may be amended, modified or supplemented from time to time (together
with the First ETruPS Junior Subordinated Debt Indenture, the “ETruPS
Junior Subordinated Debt Indentures”);
	 
	 	•	 	any guarantee entered into by the Company in respect of any preferred
securities, capital securities or preference stock of a Citigroup Trust to
which the Company issued any indebtedness under this Indenture, the
Prior Junior Subordinated Debt Indenture or the ETruPS Junior
Subordinated Debt Indentures;
	 
	 	•	 	any indebtedness or any guarantee that is by its terms subordinated to, or
ranks equally with, the Debentures and the issuance of which does not at
the time of issuance prevent the Debentures from qualifying for Tier 1
capital treatment (irrespective of any limits on the amount of the
Company’s Tier 1 capital) under the applicable capital adequacy
guidelines, regulations, policies, published interpretations, or the
concurrence or approval of the Federal Reserve; and
	 
	 	•	 	trade accounts payable and other accrued liabilities arising in the ordinary
course of business.






     “Special Event” means a Tax Event, an Investment Company Event or a
Regulatory Capital Event.



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     “Stock Purchase Contract Agreement” means that certain agreement, dated as of
December 3, 2007, between the Company and The Bank of New York, as Stock Purchase
Contract Agent.




     “Stock Purchase Date” means the “Series C Stock Purchase Date” as defined in
the Stock Purchase Contract Agreement.




     “Subsidiary” means a corporation more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of
this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.




     “Tax Event” means that the Regular Trustees (or, if the Debentures are no longer
held by a Citigroup Trust, the Trustee) will have received an opinion of a nationally
recognized independent tax counsel experienced in such matters which states that, as a
result of any:




	 	•	 	amendment to, or change (including any announced prospective change)
in, the laws or associated regulations of the United States or any political
subdivision or taxing authority of the United States; or
	 
	 	•	 	amendment to, or change in, an interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or
regulatory authority, including the enactment of any legislation and the
publication of any judicial decision, regulatory determination or
administrative pronouncement on or after November 26, 2007;






there is more than an insubstantial risk that:




	 	•	 	the Trust or other Citigroup Trust that holds the Debentures would be
subject to United States federal income tax relating to interest accrued or
received on the Debentures (provided that this clause shall apply only for
so long as all of the Debentures are owned by the Trust or another
Citigroup Trust);
	 
	 	•	 	interest payable on the Debentures would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes; or
	 
	 	•	 	the Trust or other Citigroup Trust that holds the Debentures would be
subject to more than a minimal amount of other taxes, duties or other
governmental charges (provided that this clause shall apply only for so
long as all of the Debentures are owned by the Trust or another Citigroup
Trust).





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     “Trust” has the meaning set forth in the recitals hereto.




     “Trust Securities” means the Capital Securities and the Common Securities.



ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES




     Section 2.1 Designation and Establishment of Series.



          (a) There is hereby established a series of Securities to be issued under the
Indenture which has the following terms:





	 	1.	 	The title of the Securities of the series is 6.700% Junior Subordinated
Deferrable Interest Debentures due March 15, 2042 (the “Debentures”).
	 
	 	2.	 	The limit upon the aggregate principal amount of the Debentures which
may be authenticated and delivered under the Indenture (except for
Debentures authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Debentures pursuant to Sections 3.4,
3.5, 3.6, 9.6 or 11.7 of the Indenture) is $1,875,010,000.
	 
	 	3.	 	The principal of the Debentures is payable on March 15, 2042 or, if an
earlier date is designated pursuant to Section 2.5(a), such earlier date.
	 
	 	4.	 	The Debentures shall bear interest at the rate per annum of 6.700% to but
not including the Remarketing Settlement Date and, from and after the
Remarketing Settlement Date, if applicable, at the Reset Rate.
	 
	 	5.	 	The Debentures shall accrue interest from December 3, 2007.
	 
	 	6.	 	The Interest Payment Dates on which interest on the Debentures shall be
payable are March 15, June 15, September 15 and December 15,
commencing March 15, 2008 and continuing to the Remarketing
Settlement Date, and thereafter semiannually on each March 15 and
September 15 or June 15 and December 15 (commencing with the first
such date to occur in the month six months after the month in which the
Remarketing Settlement Date occurs), as applicable.
	 
	 	7.	 	The Regular Record Date (as that term is defined in the Indenture) for the
interest payable on any Interest Payment Date shall be the close of
business on the Business Day immediately preceding such Interest
Payment Date. If the Debentures are neither (x) owned by a Citigroup
Trust or (y) Book-Entry Debentures, the Company shall have the right to
select different Regular Record Dates which shall be more than 14 but less
than 60 days prior to any Interest Payment Date.





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	 	8.	 	The Debentures will initially be issued in fully registered form without
coupons, will be exchangeable for other Debentures of the same series,
and will be transferable at any time or from time to time at the Corporate
Trust Office of the Trustee or any other office or agency of the Company
designated for that purpose.
	 
	 	 	 	Under certain circumstances, the Debentures may be issued in the form of
one or more global securities deposited with, or on behalf, The Depository
Trust Company (the “Depositary”) and registered in the name of the
Depositary or its nominee (a “Book-Entry Debenture”), and transfer of the
Debentures will be restricted in accordance with the existing operating
procedures of the Depositary. The Company will make payments of
principal, premium, if any, or interest due on the Debentures represented
by one or more Book-Entry Debentures to the Depositary or its nominee,
as the case may be, as the registered owner of the related Book-Entry
Debenture or Debentures. The Depositary will credit the accounts of the
related participants in accordance with its existing operating procedures.
	 
	 	 	 	If the Depositary is at any time unwilling, unable or ineligible to continue
as depositary and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Debentures in certificated form in
exchange for beneficial interest in the Book-Entry Debentures. In
addition, the Company may at any time determine not to have its
Debentures represented by one or more Book-Entry Debentures, and, in
such event, will issue Debentures in certificated form in exchange for
beneficial interests in Book-Entry Debentures. In any such instance, an
owner of a beneficial interest in a Book-Entry Debenture will be entitled
to physical delivery in certificated form of Debentures equal in principal
amount to such beneficial interest and to have such Debentures registered
in its name. Debentures so issued in certificated form will be issued in
denominations of $25 or any amount in excess thereof that is an integral
multiple of $25 and will be issued in registered form only, without
coupons.
	 
	 	9.	 	Principal of and interest on the Debentures shall be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan,
The City of New York, initially at the Corporate Trust Office of the
Trustee, 101 Barclay Street, 8W, New York, New York 10286; provided,
however, that at the option of the Company, payment of interest may be
made by check mailed to the address of the person entitled thereto as such
address shall appear in the register of holders of the Debentures.
Notwithstanding the foregoing, payments of principal and interest on the
Debentures represented by one or more Book-Entry Debentures will be
made as provided above.





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	 	10.	 	The Debentures may be redeemed at the option of the Company only as
provided in the form of Debenture attached hereto as Annex 1.
	 
	 	11.	 	The Debentures are not subject to any sinking fund.
	 
	 	12.	 	The Company shall have the right, at any time and from time to time
during the terms of the Debentures, to defer payments of interest as
provided for in Section 13.1 of the Indenture, subject to (and modified) as
follows:






	 	(a)	 	the Company shall defer payment of interest on each of the
Contemporaneously Issued Debentures on the same dates and for
the same periods as it elects to defer interest on the Debentures;
and
	 
	 	(b)	 	any Extended Interest Payment Period must end on an Interest
Payment Date.






	 	13.	 	If at any time the Trust shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Company will pay as additional
interest on the Debentures such amounts as shall be required so that the
net amounts received and retained by the Trust after paying any such
taxes, duties, assessments or other governmental charges will be not less
than the amounts the Trust would have received had no such taxes, duties,
assessments or other governmental charges been imposed.
	 
	 	14.	 	The Debentures will be subordinated and junior in right of payment to all
Senior Indebtedness of the Company to the extent set forth in the
Indenture, subject to Sections 2.3 and 2.5(c) of this Supplemental
Indenture.
	 
	 	15.	 	The Debentures shall be denominated, and principal of and interest on the
Debentures shall be payable, in United States dollars.
	 
	 	16.	 	From and after (but not before) the Remarketing Settlement Date, the
Debentures shall be subject to the satisfaction, discharge and defeasance
provisions of Article IV of the Indenture.
	 
	 	(b)	 	The following additional matters pertain to the Debentures.
	 
	 	1.	 	The Debentures shall be subject to the covenants and Defaults provided
for by the Indenture (except as modified hereby) and shall not be subject
to any additional covenants or Defaults.





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	 	2.	 	The Debentures shall be in substantially the form of Debentures attached
hereto as Annex 1, with such additions and changes as any officer
delivering the Debentures shall, in his discretion, approve, such approval
to be conclusively evidenced by his delivery thereof.





     Section 2.2 Extended Interest Payment Periods; Limitation of Transactions.



          (a) Section 13.2 of the Indenture, as applicable to the Debentures and each
series of Securities issued on or after December 3, 2007, is amended by adding a new paragraph
(d) at the end thereof reading as follows:





“Notwithstanding anything else contained in this Indenture, the Company
shall not be required to give notice to any Person of its election of an
Extended Interest Payment Period more than 15 Business Days before the
next succeeding Interest Payment Date of the affected Securities.”



          (b) Section 13.3 of the Indenture, as applicable to the Debentures and the
Contemporaneously Issued Debentures but not for purposes of any other series of Securities
issued under the Indenture (unless provided otherwise in the terms of the Securities as
established pursuant to Section 3.1 of the Indenture), shall be amended in its entirety to read as
set forth on Annex 2.




     Section 2.3 Subordination. For purposes of Article XIV of the Indenture as applicable
to the Debentures and the Contemporaneously Issued Debentures, but not for purposes of any
other series of Securities issued under the Indenture (unless otherwise provided in the terms of
such Securities as established pursuant to Section 3.1 of the Indenture), the definition of “Senior
Indebtedness” set forth in the Indenture shall be replaced with the definition of “Senior
Indebtedness” set forth in Section 1.1(g) of this Supplemental Indenture.



     Section 2.4 Put Right of Holders.



          If there is a Failed Remarketing, each Holder of Debentures will have the right to
require the Company to purchase all or a portion of its Debentures on such date as described
below. Such right will be exercisable only upon delivery of notice to the Trustee (i) for as long
as the Debentures are held by the Institutional Trustee, on or prior to 11:00 A.M., New York City
time, on the Business Day immediately prior to such date, or (ii) in all other cases, on or prior
to
11:00 A.M., New York City time, on the second Business Day prior to such date. The Company
shall purchase such Debentures for consideration per Debenture of cash in an amount equal to
100% of their principal amount, plus a note of the Company, bearing interest at the rate of
6.700% per annum, in the amount of the accrued and unpaid interest (including Additional
Interest), if any, to, but excluding such date on such Debentures and payable on September 15,
2013 or, if September 15, 2013 is during an Extension Period and such Extension Period ends
after September 15, 2013, the fifth anniversary of the first day of such Extension Period.
Settlement of such purchase shall be effected on the Stock Purchase Date in September 2011.




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     Section 2.5 Company’s Elections to Change Certain Terms.



          (a) The Company may elect at any time, but on one occasion only, to change the Stated Maturity of
principal of the Debentures to a date that is earlier than March 15, 2042; provided, however, that
the Stated Maturity of principal of the Debentures may not be changed to a date earlier than March
15, 2014; provided, however, that if the Company is deferring interest on the Debentures at the
time of such election, it may not elect a Stated Maturity of principal that is earlier than five
years after commencement of the related Extended Interest Payment Period.




          (b) The Debentures as initially issued are not redeemable at the Company’s election except upon the
occurrence of a Special Event as provided for in the form of Debenture. The Company may elect at
any time, but on one occasion only, to change the terms of the Debentures to specify a date that
may not be earlier than March 15, 2014 on and after which the Debentures will be redeemable at the
Company’s option either (x) in whole or (y) in whole or in part (as elected by the Company), at a
redemption price equal to their principal amount plus accrued and unpaid interest; provided,
however, that if the Company is deferring interest on the Debentures at the time of such election
it may not specify such a date for redemption that is earlier than five years after commencement of
the related Extended Interest Payment Period.




          (c) The Company may elect at any time, but on one occasion only, that is not during an Extended
Interest Payment Period to have the subordination provisions in Article XIV of the Indenture become
inapplicable to the Debentures and, as a consequence, to cause the Debentures to become Senior
Indebtedness.




          (d) The Company shall make the elections provided for in paragraph (a), (b) or (c) of this Section
2.5, as applicable, by giving notice of such election to the Trustee, the Institutional Trustee (if
the Debentures are then held by a Citigroup Trust) and the Stock
Purchase Contract Agent (if the Debentures are then held by a Citigroup Trust and the Stock
Purchase Date has not yet occurred) at least 30 days prior to such election becoming effective.




ARTICLE III




ORIGINAL ISSUE OF DEBENTURES



     Section 3.1 Original Issue of Debentures.



     Debentures in the aggregate principal amount of $1,875,010,000, and in denominations of $25 and
integral multiples thereof, may, upon execution of this Third Supplemental Indenture, be executed
by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures in accordance with a Company Order.



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ARTICLE IV




MISCELLANEOUS



     Section 4.1 Effectiveness.



          This Third Supplemental Indenture will become effective upon its execution and delivery.




     Section 4.2 Successors and Assigns.



          All of the covenants, promises, stipulations and agreements of the Company contained in the
Indenture, as supplemented and amended by this Third Supplemental Indenture, will bind the Company
and its successors and assigns and will inure to the benefit of the Trustee and its successors and
assigns.




     Section 4.3 Further Assurances.



          The Company will, at its own cost and expense, execute and deliver any documents or agreements, and
take any other actions, which are required by applicable law or which the Trustee or its counsel
may from time to time request in order to assure the Trustee of the benefits of the rights granted
to the Trustee under the Indenture, as supplemented and amended by this Third Supplemental
Indenture.




     Section 4.4 Effect of Recitals.



          The recitals in this Third Supplemental Indenture are made by the Company and not by the Trustee,
and the Trustee shall not be responsible for the validity or sufficiency hereof.




     Section 4.5 Ratification of Indenture.



          The Indenture as supplemented by this Third Supplemental Indenture, is in all respects ratified and
confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.




     Section 4.6 Governing Law.



          THIS THIRD SUPPLEMENTAL INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.




     Section 4.7 Counterparts.



          This Third Supplemental Indenture may be executed in any number of separate counterparts each of
which shall be an original; but such separate counterparts shall together constitute but one and
the same instrument.




Third Supplemental Indenture





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     Section 4.8 Payment and Paying Agents.



          If the Debentures are distributed to holders of the Capital Securities in liquidation of the
holders’ interests in the Trust, the Company will appoint a paying agent from whom holders of such
Capital Securities can receive payment of the principal, interest or premium on the Debentures.
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.




     Section 4.9 Amendment; Execution by Treasurer or Assistant Treasurer.



          For purposes of this Third Supplemental Indenture and any Securities issued hereunder, Section 3.3
of the Indenture is hereby amended by adding “its Treasurer or an Assistant Treasurer” immediately
following “the Chief Accounting Officer,” in the first paragraph thereof.




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          IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed by their respective officers thereunto duly authorized, on the day and year first above
written.




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	/s/ ZION SHOHET
 	 
	 	 	Name:  	ZION SHOHET 	 
	 	 	Title:  	TREASURER AND HEAD OF CORPORATE FINANCE 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	/s/ ROBERT A. MASSIMILLO
 	 
	 	 	Name:  	ROBERT A. MASSIMILLO 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



Third Supplemental Indenture





 











 





Annex 1




 









 








Annex 1



          [IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT — This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of a Depositary. This Security is
exchangeable for Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.


          Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any Security issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]



No.
                 
              
          




CITIGROUP INC.




[INSERT TITLE OF SERIES OF SECURITY]


          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 _________, or
registered assigns, the principal sum of _________ Dollars
($                     ) on March 15, 2042, and to pay interest on said principal sum from December 3,
2007, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, subject to deferral as set forth herein, in arrears at a rate per annum of (i) 6.700%
to but not including the earlier of the repayment of the outstanding principal amount of this
Security and the Remarketing Settlement Date, and (ii) if the Remarketing Settlement Date
occurs, of the Reset Rate from and after the Remarketing Settlement Date, payable (x) on
March 15, June 15, September 15 and December 15, commencing March 15, 2008 and
continuing to the Remarketing Settlement Date, and (y) thereafter semi-annually on each
March 15 and September 15 or June 15 and December 15 (as applicable) (each such date, an
“Interest Payment Date”), commencing with the first such date to occur in the month six months
after the month in which the Remarketing Settlement Date occurs, 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 quarterly or semi-annually, as applicable. 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



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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 neither (x) Global Securities or (y) registered in the name of a holder other than
Citigroup Capital XXXI or another Citigroup Trust, 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. Notwithstanding the foregoing,
so long as the Holder of this Security is the Institutional Trustee of a Citigroup Trust, the
payment of the principal of (and premium, if any) and interest on this Security will be made at
such place and to such account as may be designated by such Institutional Trustee.



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


          The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to
and shall be bound by, such provisions, (b) authorizes and directs the Trustee on his or her behalf
to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness of the company, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.




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          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.


          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.


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



Dated:         
      
        
             




	 	 	 	 	 
	 	



CITIGROUP INC.

 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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[Form of 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 (as successor to JPMorgan Chase Bank), as Trustee (the “Trustee”), and a Third
Supplemental Indenture, dated as of December 3, 2007 (the “Third Supplemental Indenture” and,
together with the Base 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
$1,875,010,000.


          If a Tax Event, Investment Company Event or Regulatory Capital Event (with
respect to a Citigroup Trust that is the holder of the Securities, the Securities or the Company,
as applicable) occurs, the Company may redeem the Securities, in whole but not in part, at a
redemption price equal to:








     (i) in the case of a redemption prior to the earlier of the Remarketing
Settlement Date and the Stock Purchase Date, an amount equal to the amount necessary
to purchase (x) a principal amount of the outstanding zero coupon treasury securities
equal to the principal amount of the Securities to be redeemed and that have the latest
maturity date occurring prior to the Stock Purchase Date and (y) a 1.67500% fractional
interest in a portfolio of zero coupon treasury securities maturing on or prior to each
Interest Payment Date occurring after the redemption date and on or prior to the Stock
Purchase Date; and




     (ii) in the case of a redemption after the earlier of the Remarketing Settlement
Date and the Stock Purchase Date, the principal amount of the securities to be redeemed,



in each case plus accrued and unpaid interest through the redemption date. In the case of a
redemption prior to the Stock Purchase Date at a time when the Securities are held by Citigroup
Capital XXXI and the Capital Securities are part of DECS, such amount shall be paid on behalf
of Citigroup Capital XXXI to the Stock Purchase Contract Agent and applied by the Stock
Purchase Contract Agent to purchase the relevant zero coupon treasury securities in accordance
with the Stock Purchase Contract Agreement. Any redemption pursuant to this paragraph will be
made upon not less than 30 days nor more than 60 days’ notice. If the Securities are only
partially redeemed by the Company pursuant to a redemption effected after the terms of the
Securities are amended to permit such a redemption pursuant to the fourth succeeding paragraph,
the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided that if, at the time of redemption, the Securities are registered as a Global Security,
the Depositary shall determine the principal amount of such Securities held by each Security




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Beneficial Owner to be redeemed in accordance with its procedures.



          Any redemption of the Securities of this series, in whole or 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.


          In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


          Except as provided in the two preceding paragraphs and subject to the next
paragraph, the Securities may not be redeemed prior to March 15, 2042.


          Notwithstanding (and as a qualification) to the terms of the Securities described
herein, the Indenture provides that:




     (i) the Company may elect at any time, but on one occasion only, to change
the Stated Maturity of principal of the Securities to a date that is earlier than March 15,
2042 but not earlier than March 15, 2014; provided, however, that if the Company is
deferring interest on the Securities at the time of such election, it may not elect a Stated
Maturity of principal that is earlier than five years after commencement of the related
Extended Interest Payment Period;




     (ii) the Company may elect at any time, but on one occasion only, to change
the terms of the Securities to specify a date that may be not earlier than March 15, 2014
on and after which the Securities will be redeemable at the Company’s option, either (x)
in whole or (y) in whole or in part (as elected by the Company) at a redemption price
equal to their principal amount plus accrued and unpaid interest; provided, however, that
if the Company is deferring interest on the Securities at the time of such election, it may
not specify such a date for redemption that is earlier than five years after commencement
of the related Extended Interest Payment Period; and




     (iii) the Company may elect at any time, but on one occasion only, that is not
during an Extended Interest Payment Period to have the subordination provisions in
Article XIV of the Base Indenture become inapplicable to the Securities and, as a
consequence, to cause the Securities to become Senior Indebtedness.



The Company shall make the elections provided for in this paragraph by giving notice of such
election to the Trustee, the Institutional Trustee (if the Securities are held by a Citigroup Trust
at the time of such election) and the Stock Purchase Contract Agent (if the Stock Purchase Date has
not occurred at or before the time of such election), at the time of such election at least 30 days
prior to such election becoming effective.



          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.



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          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.


          The Company shall have the right at any time during the term of the Securities
and from time to time to extend the interest payment period of such Securities for up to 20
consecutive quarters (an “Extended Interest Payment Period”), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest thereon,
compounded quarterly prior to the Remarketing Settlement Date and semi-annually thereafter
from the date that would have been the Interest Payment Date but for such extension of the
interest payment period, at the rate specified for the Securities to the extent that payment of
such
interest is enforceable under applicable law); provided that no such Extended Interest Payment
Period shall extend beyond the maturity of the Securities. During any such Extended Interest
Payment Period, and during any other period when a Default shall have occurred and be
continuing or the Securities are held by a Citigroup Trust and the Company shall be in default
relating to its payment of any obligation under the Guarantee Agreement or another guarantee
agreement relating to the beneficial interest in such Citigroup Trust (if other than Citigroup
XXXI), (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



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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 Extended Interest Payment Period or 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. Before the termination of any such Extended Interest Payment Period,
the Company may further extend such Extended Interest Payment Period, provided that such Extended
Interest Payment Period together with all such further extensions thereof shall not exceed 20
consecutive quarters and such Extended Interest Payment Period does not end on a date other than an
Interest Payment Date. At the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest and any additional amounts then due, the Company may
commence a new Extended Interest Payment Period.




          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.




Third Supplemental Indenture




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          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 $25 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.




          If the Securities are distributed to holders of the Capital Securities in liquidation of the
holders’ interests in Citigroup Capital XXXI, the Company will appoint a paying agent from whom
holders of such Capital 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.




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Form of Trustee’s Certificate of Authentication.




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,

as Trustee

 	 	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 
	 



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Annex 2





 









 








Annex 2





	 	 	Section 13.1. Limitation of Transactions.




If:





	 	•	 	there shall have occurred and be continuing a Default;
	 
	 	•	 	the Debentures are held by the Trust and the Company shall be in default
relating to its payment of any obligations under the Guarantee Agreement; or
	 
	 	•	 	the Company shall have given notice pursuant to Section 13.2 of the Indenture
of its election to defer payments of interest on the Debentures and the Extended
Interest Payment Period, or any extension of the Extended Interest Payment Period,
shall be continuing;




then:





	 	•	 	the Company and its Subsidiaries shall not declare or pay any dividend on,
make any distributions relating to, or redeem, purchase, acquire or make a liquidation
payment relating to, any of its capital stock or make any guarantee payment with
respect thereto, other than:






	 	•	 	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;
	 
	 	•	 	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 Extended Interest Payment Period, including under a
contractually binding stock repurchase plan;
	 
	 	•	 	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;
	 
	 	•	 	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
	 
	 	•	 	purchase of the Company’s capital stock in connection with
the distribution thereof; and






	 	•	 	the Company and its Subsidiaries shall not make any payment of interest,





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A-2-1









 









	 	 	 	principal or premium on, or repay, purchase or redeem, any debt
securities or guarantees issued by the Company that rank equally with or
junior to the Debentures, other than






	 	•	 	any payment of current or deferred interest
on securities that rank equally with the Debentures that is made pro
rata to the amounts due on such securities (including the junior
subordinated debt securities), and
	 
	 	•	 	any payments that, if not made, would cause
the Company to violate the terms of the instrument governing such
debt securities or guarantees.




These restrictions, 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.



For purposes of these provisions and Article 14 of the Indenture as applicable to the Debentures
(and as amended by the Supplemental Indenture to which this Annex 2 is attached, the Debentures and
the Contemporaneously Issued Debentures rank on a parity with each other in all respects.




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