Exhibit 4.1

     

     

    TAX
BENEFITS PRESERVATION PLAN

    


    


    dated as
of

    


    June 9,
2009

    


    between

    


    CITIGROUP
INC.,

    


    and

    


    COMPUTERSHARE
TRUST COMPANY, N.A.,

    


    as Rights
Agent

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      PAGE


      
        	
                SECTION
      1.  Definitions

              	
                2

              
	
                SECTION
      2.  Other
      Definitional and Interpretative Provisions;
    Application

              	
                 
      

              
	
                to
      Series M Preferred Stock

              	
                15

              
	
                SECTION
      3.  Issuance
      of Rights and Right Certificates

              	
                16

              
	
                SECTION
      4.  Form of
      Right Certificates

              	
                18

              
	
                SECTION
      5.  Registration;
      Transfer and Exchange of Right Certificates;

              	 
      
	
                Mutilated,
      Destroyed, Lost or Stolen Right Certificates

              	
                19

              
	
                SECTION
      6.  Exercise
      of Rights

              	
                19

              
	
                SECTION
      7.  Cancellation and
      Destruction of Right Certificates

              	
                22

              
	
                SECTION
      8.  Reservation and
      Availability of Capital Stock

              	
                22

              
	
                SECTION
      9.  Adjustment
      of Purchase Price, Number and Kind of Shares or

              	 
      
	
                Number
      of Rights

              	
                24

              
	
                SECTION
      10.  Certificate of
      Adjusted Purchase Price or Number of Shares

              	
                27

              
	
                SECTION
      11.  Reserved

              	
                28

              
	
                SECTION
      12.  Fractional Rights
      and Fractional Shares

              	
                28

              
	
                SECTION
      13.  Reserved

              	
                29

              
	
                SECTION
      14.  Agreement
      of Right Holders

              	
                29

              
	
                SECTION
      15.  Right
      Certificate Holder Not Deemed a Stockholder

              	
                29

              
	
                SECTION
      16.  Appointment of
      Rights Agent

              	
                30

              
	
                SECTION
      17.  Merger or
      Consolidation or Change of Name of Rights Agent

              	
                30

              
	
                SECTION
      18.  Duties of
      the Rights Agent

              	
                31

              
	
                SECTION
      19.  Change of
      Rights Agent

              	
                33

              
	
                SECTION
      20.  Redemption

              	
                34

              
	
                SECTION
      21.  Exchange

              	
                35

              
	
                SECTION
      22.  Notice of
      Proposed Actions and Certain Other Matters

              	
                36

              
	
                SECTION
      23.  Notices

              	
                37

              
	
                SECTION
      24.  Supplements and
      Amendments

              	
                38

              
	
                SECTION
      25.  Successors

              	
                38

              
	
                SECTION
      26.  Determinations
      and Actions by the Board, etc

              	
                38

              
	
                SECTION
      27.  Benefits
      of This Rights Plan

              	
                39

              
	
                SECTION
      28.  Severability

              	
                39

              
	
                SECTION
      29.  Governing
      Law

              	
                39

              
	
                SECTION
      30.  Counterparts

              	
                39

              
	
                SECTION
      31.  Force
      Majeure

              	
                39

              


      

      


      Exhibit
A     Form of Certificate of Designation of Preferred Stock


      Exhibit
B      Summary of Terms

      Exhibit
C      Form of Right Certificate

    

     

    
      
        
        

      

      
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    TAX
BENEFITS PRESERVATION PLAN

    


    RIGHTS
PLAN (this “Rights
Plan”) dated as of June 9, 2009 between Citigroup Inc., a Delaware
corporation (the “Company”), and Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”).

    


    W
I T N E S S E T H

    


    WHEREAS,
(a) the Company and certain of its Subsidiaries have generated certain Tax
Benefits (as defined below) for United States federal income tax purposes; (b)
the Company desires to avoid an “ownership change” within the meaning of Section
382 (as defined below), and thereby preserve the Company’s ability to utilize
such Tax Benefits, and (c) in furtherance of such objective, the Company desires
to enter into this Rights Plan;

    


    WHEREAS,
on June 9, 2009, the Board of Directors of the Company authorized and declared a
dividend of one preferred stock purchase right (a “Right”) for each share of
Common Stock (as defined below) outstanding at the close of business (as defined
below) on June 22, 2009 (the “Record Date”) and authorized
the issuance, upon the terms and subject to the conditions herein, of one Right
(subject to adjustment) in respect of each share of Common Stock issued after
the Record Date, each Right representing the right to purchase, upon the terms
and subject to the conditions herein, one one-millionth (subject to adjustment)
of a share of Preferred Stock (as defined below);

    


    NOW,
THEREFORE, the parties hereto agree as follows:

    


    SECTION
1. Definitions. The
following terms, as used herein, have the following meanings:

    


    “5% Shareholder” means (i) a
Person or group of Persons that is a “5- percent shareholder” of the Company
pursuant to Treasury Regulation Section 1.382-2T(g) (other than any “public
group” that results, pursuant to Treasury Regulation Section
1.382-2T(j)(2)(iii), from an Announced Exchange) or (ii) a Person that is a
“first tier entity” or “higher tier entity” (as such terms are defined in
Treasury Regulation Section 1.382-2T(f)) of the Company if that Person has a
“public group” or individual, or a “higher tier entity” of that Person has a
“public group” or individual, that is treated as a “5-percent shareholder” of
the Company pursuant to Treasury Regulation Section 1.382-2T(g).

    


    “Acquire” (or “Own”) means to obtain (or
have, respectively) ownership for purposes of Section 382 of the Code without
regard to the constructive ownership rules described in Treasury Regulation
Section 1.382-2T(h)(2), (h)(3) and (k) (and “Acquisition” shall have a
correlative meaning); provided that for purposes of
this definition (i) no Person in Specified Person Group I shall be treated for
purposes of Section 382 of the Code (including any Treasury

     

    
      
        
        

      

      
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    Regulations
thereunder) as the same Person as, or related to, any Person in Specified Person
Group II, except to the extent a Person in Specified Person Group I makes a
“coordinated acquisition” of Company Securities (within the meaning of Treasury
Regulations Section 1.382-3(a)(1)(i)) with any Person in Specified Person Group
II after the date hereof and (ii) no Person in Specified Person Group I shall be
treated as “Acquiring” (or “Owning”) any Company Security by reason of any
obtainment of ownership (or possession of ownership, respectively) for purposes
of Section 382 of the Code of such Company Security by Persons in Specified
Person Group II provided that such Company Security was not obtained pursuant to
a “coordinated acquisition” (within the meaning of Treasury Regulation Section
1.382-3(a)(1)(i)) by a Person in Specified Person Group II with any Person in
Specified Person Group I after the date hereof. No Person in Specified Person
Group I shall be considered as “Acquiring” Company Securities as a result of (A)
a transaction that does not result in the percentage stock ownership interest of
the Company, as determined in accordance with Treasury Regulation Sections
1.382-2(a), 1.382-2T(g), (h), (j) and (k) of any Person or “public group”
changing, (B) an exercise or receipt of warrants or conversion of Company
Securities that were issued by the Company to a Person in Specified Person Group
I pursuant to the Specified Exchange Agreement or an Announced Exchange, (C) a
stock dividend, stock split, reverse stock split or similar transaction effected
by the Company, (D) the exchange by Persons in Specified Person Group I of
Company preferred stock or trust preferred securities for Company Securities in
an Announced Exchange (other than pursuant to the Specified Exchange Agreement),
provided that in the event that Persons in Specified Person Group I acquire
Company Securities in Announced Exchanges (other than pursuant to the Specified
Exchange Agreement) with a face or principal amount in excess of $20,000,000
(the “$20 Million Exchange
Cap”), Persons in Specified Person Group I shall be deemed to Acquire
Company Securities to the extent that such Persons no longer own Company
Securities of the same type and in the same amount as the Company Securities
acquired in such Announced Exchange in excess of the $20 Million Exchange Cap,
(E) any transaction where the Company and a Person in Specified Person Group I
are both principals to the transaction (including, for the avoidance of doubt,
any distribution or exercise of rights pursuant to any rights plan adopted by
the Company) other than an Announced Exchange, (F) In-Kind Distributions to a
Person in Specified Person Group I unless and until the IKD Value Limit has been
exceeded or (G) an acquisition of Qualifying Debt Securities so long as (x),
immediately after such acquisition, Persons in Specified Person Group I do not
Own a majority of the principal amount of the applicable series of Qualifying
Debt Securities and (y) either (I) prior to making the acquisition of Qualifying
Debt Securities, a Person in Specified Person Group I obtains an unqualified
“will” level tax opinion from a nationally recognized tax counsel in the United
States stating that the acquisition of such Qualifying Debt Securities will not
be treated as an acquisition of “stock” within the meaning of Treasury
Regulation Section 1.382-2T(f)(18) or (II) the value of all Qualifying Debt
Securities that are

     

    
      
        
        

      

      
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    Company
Securities and that are acquired by Persons in Specified Person Group I
(individually or in the aggregate) pursuant to this clause (II) does not exceed
the QDS Value Limit.

    


    “Acquiring Person” means any
Person who or which is or becomes a 5% Shareholder (other than by reason of
Treasury Regulation Section 1.382-2T(j)(3)(i) or solely as a result of a
transaction in which no “5-percent shareholder” (as defined in Section 382 of
the Code and Treasury Regulations thereunder) experiences an increase in its
percentage stock ownership interest of the Company, as determined in accordance
with Treasury Regulation Sections 1.382-2(a), 1.382- 2T(g), (h), (j) and (k)),
whether or not such Person continues to be a 5% Shareholder, but shall not
include:

    


    
      (i)  
 any
Exempt Person;

    

    


    
      (ii)
  any
Grandfathered Person;

    

    


    
      (iii)  the U.S.
Government;

    

    


    (iv) any
Person who or which the Board determines, in its sole discretion, has
inadvertently become a 5% Shareholder (or has either inadvertently failed to
continue to qualify as a Grandfathered Person or inadvertently failed to be
excluded from the definition of an “Acquiring Person” pursuant to clause (vii)
below), so long as such Person promptly enters into, and delivers to the
Company, an irrevocable commitment promptly to divest and thereafter promptly
divests (without exercising or retaining any power, including voting, with
respect to such securities), sufficient Company Securities so that such Person’s
Percentage Stock Ownership is less than 5% (or, in the case of any Person who or
which has inadvertently failed to continue to qualify as a Grandfathered Person
or inadvertently failed to be excluded from the definition of an “Acquiring
Person” pursuant to clause (vii) below, the Company Securities that caused such
Person to so fail to qualify as a Grandfathered Person or fail to be excluded
from the definition of an “Acquiring Person” pursuant to clause (vii)
below);

     

    (v) any
Person that has become a 5% Shareholder if the Board in good faith determines
that such Person’s attainment of 5% Shareholder status has not jeopardized or
endangered the Company’s utilization of the Tax Benefits; provided that such Person
does not increase its Percentage Stock Ownership over such Person’s lowest
Percentage Stock Ownership immediately following such determination by the
Board, other than any increase pursuant to or as a result of (A) a stock
dividend, stock split, reverse stock split or similar transaction effected by
the Company or (B) any redemption of Company Securities by the Company; and
provided

     

    
      
        
        

      

      
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    further that such Person
shall be an “Acquiring Person” if the Board makes a contrary
determination in good faith;

    


    (vi) any
Person if, on the date that would have been (absent this clause (vi) of the
definition of “Acquiring Person”) a Stock Acquisition Date with respect to such
Person, such Person does not Beneficially Own any Company
Securities;

     

    (vii) any
Person who or which has become a 5% Shareholder (or failed to continue to
qualify as a Grandfathered Person) solely as a result of an in-kind distribution
of Company Securities (whether or not in redemption of a Fund Vehicle interest)
to such Person (or to an Affiliate) from a Fund Vehicle (or the receipt of cash
in lieu of such in-kind distribution); provided that either (A) (1)
the Person (or Affiliate) is not and does not control the general partner or
investment manager of the Fund Vehicle and is not otherwise principally
responsible for the investment decisions of the Fund Vehicle and (2) the Person
(or Affiliate) was not otherwise able, using commercially reasonable efforts, to
prevent the Fund Vehicle from distributing Company Securities to such Person (or
Affiliate), including by electing wherever possible to not have its interest in
such Fund Vehicle redeemed, (B) the Person (or Affiliate) is not and does not
control the general partner or investment manager of the Fund Vehicle and is not
otherwise principally responsible for the investment decisions of the Fund
Vehicle and the Person (or Affiliate) receives only cash in lieu of an in-kind
distribution of Company Securities from a Fund Vehicle or (C) the Person (or
Affiliate) is or controls the general partner or investment manager of the Fund
Vehicle or is otherwise principally responsible for the investment decisions of
the Fund Vehicle and (1) the Fund Vehicle does not offer its investors the right
to elect cash in lieu of an in-kind distribution of Company Securities and (2)
only cash in lieu of an in-kind distribution of Company Securities is made to
the Person (or Affiliate) (a distribution described in (A), (B) or (C), an
“In-Kind Distribution”); provided further that such Person shall
be an “Acquiring Person” if such Person
(I) is not in Specified Person Group I or Specified Person Group II and such
Person increases its Percentage Stock Ownership after the In-Kind Distribution,
other than any increase pursuant to or as a result of (x) a stock dividend,
stock split, reverse stock split or similar transaction effected by the Company,
(y) any redemption of Company Securities by the Company or (z) an additional
In-Kind Distribution, (II) is in Specified Person Group I and such Person
Acquires any Company Securities after the In-Kind Distribution, other than
pursuant to (w) an additional In-Kind Distribution, (x) the exception contained
in the proviso in clause (iii) of the definition of “Grandfathered Person,” (y)
the Specified Exchange Agreement or an Announced Exchange or (z) an exercise or
receipt of warrants or conversion of

     

    
      
        
        

      

      
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    Company
Securities that were issued by the Company to a Person in Specified Person Group
I pursuant to the Specified Exchange Agreement or an Announced Exchange, or
(III) is in Specified Person Group II and such Person acquires directly or
indirectly (other than any acquisition resulting from a direct or indirect
acquisition by a Person in Specified Person Group I, if not effected pursuant to
a “coordinated acquisition” (within the meaning of Treasury Regulation Section
1.382-3(a)(1)(i)) with a Person in Specified Person Group II) any Company
Securities after the In-Kind Distribution, other than pursuant to an additional
In-Kind Distribution; provided
further that for purposes of each of clause (A)(2), (B) and (C) (but not
for purposes of clause (A)(1)) in the first proviso in this clause (vii), no
Person in Specified Person Group II shall be considered an Affiliate of any
Person in Specified Person Group I (or vice versa); and

    


    (viii)
any Person that Beneficially Owns at least a majority of the Common Stock
following consummation of a Qualified Offer, and, for so long as the Series M
Stock remains outstanding, at least a majority of the Series M Stock following
consummation of a Qualified Offer.

    


    “Affiliate” means, with respect
to any Person, any Person directly or indirectly controlling, controlled by or
under common control with, such other Person. For purposes of this definition,
“control” (including,
with correlative meanings, the terms “controlled by” and “under common control with”)
when used with respect to any Person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of
such Person, whether through the ownership of voting securities by contract or
otherwise.

    


    “Announced Exchange” means (i)
the exchanges occurring pursuant to the Exchange Agreements described in the
Form 8-K filed by the Company with the Securities Exchange Commission on March
19, 2009 and (ii) the exchanges occurring pursuant to the exchange offers
described in the Company’s Form S-4 dated March 19, 2009, as such form may be
amended or updated from time to time.

    


    A Person
shall be deemed the “Beneficial
Owner” of, and shall be deemed to “Beneficially Own,” any
securities (i) which such Person directly owns or (ii) which such Person would
be deemed to constructively own pursuant to Section 382 of the Code and the
Treasury Regulations promulgated thereunder.

    


    “Board” means the Board of
Directors of the Company.

    


    “Business Day” means any day
other than a Saturday, Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

     

    
      
        
        

      

      
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    “close of business” on any
given date means 5:00 p.m., New York City time, on such date; provided that if such date is
not a Business Day “close of business” means 5:00 p.m., New York City time, on
the next succeeding Business Day.

    


    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor
statute.

    


    “Common Stock” means the Common
Stock, par value $0.01 per share, of the Company.

    


    “Company Securities” means (i)
shares of Common Stock, (ii) shares of preferred stock (other than Straight
Preferred Stock) of the Company, (iii) warrants, rights, or options (including
any interest treated as an option pursuant to Treasury Regulation Section
1.382-4(d)(9)) to acquire stock (other than Straight Preferred Stock) of the
Company and (iv) any other interest that would be treated as “stock” of the
Company pursuant to Treasury Regulation Section 1.382- 2T(f)(18).

    


    “Distribution Date” means the
earlier of (i) the close of business on the tenth Business Day after a Stock
Acquisition Date and (ii) the close of business on the tenth Business Day (or
such later day as may be designated prior to a Stock Acquisition Date by the
Board) after the date of the commencement of a tender or exchange offer by any
Person if, upon consummation thereof, such Person would or could be an Acquiring
Person; provided,
however, that if either of such dates occurs after the date of this
Rights Plan and on or prior to the Record Date, then the Distribution Date shall
be the Record Date.

    


    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, unless otherwise expressly
specified.

    


    “Exchange Offer Participant”
means any Person (except for any Person in Specified Person Group I or Specified
Person Group II) that participates in an Announced Exchange with the Company and
that, immediately after the consummation of such Announced Exchange, would (x)
be a 5% Shareholder or (y) own Company Securities that would be Beneficially
Owned by a 5% Shareholder; provided that, in either
case, such Person does not increase such Person’s Percentage Stock Ownership
(other than pursuant to such Announced Exchange) between the date hereof and the
consummation of such Announced Exchange.

    


    “Exempt Person” means the
Company, any Subsidiary of the Company (in each case including, without
limitation, in any fiduciary capacity), any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, or any
entity or trustee holding Company Securities to the extent organized, appointed
or established by the Company or any

     

    
      
        
        

      

      
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    Subsidiary
of the Company for or pursuant to the terms of any such employee benefit plan or
compensation arrangement.

    


    “Expiration Date” means the
earlier of (i) the Final Expiration Date and (ii) the time at which all Rights
are redeemed as provided in Section 20 or exchanged as provided in Section
21.

    


    “Final Expiration Date” means
the date that is thirty-six (36) months and one day after the date
hereof.

    


    “Fund Vehicle” means any entity
or arrangement that is, or that is operated as or as part of, a private equity
fund, hedge fund or other pooled investment vehicle or similar arrangement. For
avoidance of doubt, (i) a given Fund Vehicle may be operated alone or together
with one or more related Fund Vehicles that were organized pursuant to the same
marketing process, that are managed by the same general partner or investment
manager (or an Affiliate thereof), that have substantially the same investment
objectives and that generally co-invest or invest lockstep together in
investment opportunities; and (ii) where an investor holds an interest in a
master fund through an entity or arrangement formed by a sponsor of a master
fund (which sponsor is unaffiliated with such investor) solely to be a feeder
vehicle for one or more investors to invest in that master fund, (A ) the
underlying master fund shall be treated as the Fund Vehicle for purposes of this
definition and (B) a distribution of Company Securities from the master fund to
a feeder vehicle described in clause (ii) that then results in a distribution by
that feeder vehicle to the investor will be treated in the same manner under
this Plan as though that distribution by the feeder vehicle had been distributed
by the master fund to the investor.

    


    “Grandfathered Person”
means:

    


    (i) any
Person (other than each Exchange Offer Participant (without regard to the
proviso in the definition of “Exchange Offer Participant”), each Person in
Specified Person Group I and each Person in Specified Person Group II) who would
otherwise qualify as an Acquiring Person as of the date of this Rights Plan,
unless and until such Person’s Percentage Stock Ownership shall be increased by
more than one-quarter of one percentage point over such Person’s lowest
Percentage Stock Ownership on or after the date of this Rights Plan, other than
any increase pursuant to or as a result of (A) the exercise of any option,
warrant or convertible instrument to purchase Company Securities that such
Person held as of the date of this Rights Plan, (B) a stock dividend, stock
split, reverse stock split or similar transaction effected by the Company or (C)
any redemption of Company Securities by the Company;

    


    (ii) an
Exchange Offer Participant, unless and until such Person’s Percentage Stock
Ownership shall be increased by more than one-quarter of one

     

    
      
        
        

      

      
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    percentage
point over such Person’s lowest Percentage Stock Ownership after the
consummation of the last of the Announced Exchanges, other than an increase
pursuant to or as a result of (A) the exercise of any option, warrant or
convertible instrument to purchase Company Securities that such Person held as
of the date of this Rights Plan, (B) a stock dividend, stock split, reverse
stock split or similar transaction effected by the Company or (C) any redemption
of Company Securities by the Company;

    


    (iii) each
Person in Specified Person Group I, unless and until (A) Persons in Specified
Person Group I (individually or in the aggregate) cumulatively Acquire
(disregarding any Acquisition in compliance with the immediately following
proviso or any Acquisition pursuant to the Specified Exchange Agreement) on or
after the Specified Exchange Closing Date any Company Securities except, until
the IKD Value Limit has been exceeded, to the extent that the value of all such
Company Securities Acquired by Persons in Specified Person Group I does not
exceed the value of one-quarter of one percentage point of the then-outstanding
Common Stock (the “Quarter Percentage Point Cap”), as
calculated in the following manner: the sum of each percentage, calculated
separately for each such Acquisition, equal to the product of (1) 100 and (2)
the fraction, (x) the numerator of which is the value of such Company Securities
Acquired in such Acquisition, and (y) the denominator of which is the product of
(I) the price of a share of Common Stock and (II) the number of shares of Common
Stock outstanding on the date of the applicable Acquisition, all as reasonably
determined by the Board in good faith; for purposes of the foregoing, the price
of a share of Common Stock shall be determined using the 20 trading day trailing
average closing price for a share of Common Stock for the period ending on the
date of the applicable Acquisition; provided, however, that at any time in
which (x) Persons in Specified Person Group I, in the aggregate, Own less than
3% of the shares of the then-outstanding Common Stock (the “3% Cap”) and (y) no Person in
Specified Person Group I has actual knowledge of any fact that would preclude
the Company from relying on the presumption set forth in the first sentence of
Treasury Regulation Section 1.382-2T(g)(5)(i)(B), one or more Persons included
in Specified Person Group I may (individually or in the aggregate) Acquire, in
addition to any Company Securities Acquired in compliance with the Quarter
Percentage Point Cap, shares of Common Stock if such Acquisition does not, in
the aggregate, cause Persons in Specified Person Group I to Own more than the 3%
Cap, and no Person shall be considered an Acquiring Person or fail to be
described in this clause (iii) solely as a result of such Acquisition or (B) any
Person in Specified Person Group I Acquires any Company Securities during the
period from March 18, 2009 through and including the date prior to the Specified
Exchange Closing Date;

    


    (iv) each
Person in Specified Person Group II, unless and until Persons in Specified
Person Group II directly or indirectly (excluding any acquisition as a result of
a direct or indirect acquisition by a Person in Specified Person Group I
if

    


    
      
        
        

      

      
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    not
effected pursuant to a “coordinated acquisition” within the meaning of Treasury
Regulation Section 1.382-3(a)(1)(i) with a Person in Specified Person Group II)
acquire in the aggregate, at any time after the Specified Exchange Closing Date,
any Company Securities except to the extent that the value of all such Company
Securities directly or indirectly acquired by Persons in Specified Person Group
II does not exceed the value of one-quarter of one percentage point of the
then-outstanding Common Stock, as calculated in the following manner: the sum of
each percentage, calculated separately for each such acquisition, equal to the
product of (1) 100 and (2) the fraction, (x) the numerator of which is the value
of such Company Securities acquired in such acquisition, and (y) the denominator
of which is the product of (I) the price of a share of Common Stock and (II) the
number of shares of Common Stock outstanding on the date of the applicable
acquisition, all as reasonably determined by the Board in good faith; for
purposes of the foregoing, the price of a share of Common Stock shall be
determined using the 20 trading day trailing average closing price for a share
of Common Stock for the period ending on the date of the applicable acquisition,
other than (A) any acquisition pursuant to or as a result of a stock dividend,
stock split, reverse stock split or similar transaction effected by the Company,
(B) any acquisition in which no Person’s or “public group’s” percentage stock
ownership interest of the Company, as determined in accordance with Treasury
Regulation Sections 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k), has changed or
(C) the receipt of any Company Securities pursuant to an Announced Exchange or
pursuant to an exercise of warrants or conversion of Company Securities that
were issued by the Company to a Person in Specified Person Group II pursuant to
an Announced Exchange; provided that no Person in
Specified Person Group II directly or indirectly (excluding any acquisition as a
result of a direct or indirect acquisition by a Person in Specified Person Group
I if not effected pursuant to a “coordinated acquisition” within the meaning of
Treasury Regulation Section 1.382-3(a)(1)(i) with a Person in Specified Person
Group II) acquires any Company Securities (other than pursuant to such Announced
Exchange) between the date hereof and the consummation of the first of the
Announced Exchanges; and

    


    (v) any
Person who would otherwise qualify as an Acquiring Person as a result of a
redemption of Company Securities by the Company, unless and until such Person’s
Percentage Stock Ownership shall be increased by more than one- quarter of one
percentage point over such Person’s lowest Percentage Stock Ownership on or
after the date of such redemption, other than any increase pursuant to or as a
result of (A) a stock dividend, stock split, reverse stock split or similar
transaction effected by the Company or (B) any subsequent redemption of Company
Securities by the Company.

    


    The
“IKD Value Limit” has
been exceeded if the value of all In-Kind Distributions of Company Securities
(but not In-Kind Distributions of cash in lieu of Company Securities) to Persons
in Specified Person Group I is more than the

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    value of
one-quarter of one percentage point of the then-outstanding Common Stock, as
calculated in the following manner: the sum of each percentage, calculated
separately for each such In-Kind Distribution, equal to the product of (a) 100
and (b) the fraction, (i) the numerator of which is the value of such In- Kind
Distribution at the time of the distribution and (ii) the denominator of which
is the product of (A) the price of a share of Common Stock and (B) the number of
shares of Common Stock outstanding on the date of the applicable In-Kind
Distribution, all as reasonably determined by the Board in good faith; for
purposes of the foregoing, the price of a share of Common Stock shall be
determined using the 20 trading day trailing average closing price for a share
of Common Stock for the period ending on the date of the applicable In-Kind
Distribution.

    


    “Percentage Stock Ownership”
means the percentage stock ownership interest of the Company, as determined in
accordance with Treasury Regulation Sections 1.382-2(a)(3), 1.382-2T(g), (h),
(j) and (k); provided,
however, that for the sole purpose of determining the percentage stock
ownership of any entity (and not for the purpose of determining the percentage
stock ownership of any other Person), Company Securities held by such entity
shall not be treated as no longer owned by such entity pursuant to Treasury
Regulation Section 1.382- 2T(h)(2)(i)(A).

    


    “Permitted Transferee” means
Eurovest Pte Ltd or any direct or indirect wholly owned subsidiary of Eurovest
Pte Ltd that agrees to be bound by the Specified Exchange
Agreement.

    


    “Person” means any individual,
firm, corporation, partnership, trust association, limited liability company,
limited liability partnership, governmental entity, or other entity, or any
group of Persons making a “coordinated acquisition” of shares or otherwise
treated as an entity within the meaning of Treasury Regulation Section
1.382-3(a)(1)(i) and shall include any successor (by merger or otherwise) of any
such entity. For the avoidance of doubt, a Person in Specified Person Group I
shall not be treated as making a “coordinated acquisition” within the meaning of
Treasury Regulation Section 1.382-3(a)(1)(i) (a) with a Person in Specified
Person Group II solely by reason of being an Affiliate of a Person in Specified
Person Group II or (b) with the Government of Singapore or the Monetary
Authority of Singapore solely by reason of the Government of Singapore or the
Monetary Authority of Singapore, respectively, owning equity in or making a
capital contribution to, having an investment management arrangement with, or
having investment assets held or acquired pursuant to such arrangements with, a
Person in Specified Person Group I.

    


    “Preferred Stock” means the
Series R Participating Cumulative Preferred Stock, $1.00 par value per share, of
the Company, having the terms set forth in the form of certificate of
designation attached hereto as Exhibit A.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Purchase Price” means the
price (subject to adjustment as provided herein) at which a holder of a Right
may purchase one one-millionth of a share of Preferred Stock (subject to
adjustment as provided herein) upon exercise of a Right, which price shall
initially be $20.00.

    


    The
“QDS Value Limit” has
been exceeded if the value of all Qualifying Debt Securities acquired by Persons
in Specified Person Group I pursuant to clause (G)(y)(II) in the definition of
“Acquire” is more than the value of one- quarter of one percentage point of the
then-outstanding Common Stock plus the value of the applicable Qualifying Debt
Securities acquired, as calculated in the following manner: the sum of each
percentage, calculated separately for each such acquisition of Qualifying Debt
Securities, equal to the product of (a) 100 and (b) the fraction, (i) the
numerator of which is the value of such Qualifying Debt Securities at the time
acquired and (ii) the denominator of which is the sum of (I) the product of (A)
the price of a share of Common Stock using the 20 trading day trailing average
closing price for a share of Common Stock and (B) the number of shares of Common
Stock outstanding on the date of the applicable acquisition of such Qualifying
Debt Securities and (II) the value of such Qualifying Debt Securities, all as
reasonably determined by the Board in good faith; for purposes of the foregoing,
the price of a share of Common Stock shall be determined using the 20 trading
day trailing average closing price for a share of Common Stock for the period
ending on the date of the applicable acquisition.

    


    “Qualified Offer” shall mean an
offer determined by a majority of the Board to have each of the following
characteristics with respect to the Common Stock and, for so long as the Series
M Stock remains outstanding, with respect to the Series M Stock:

    


    
      (A)  With
respect to the Common Stock:

    

     

    (i) a tender
or exchange offer for all of the outstanding shares of Common Stock at the same
per-share consideration;

     

    (ii) an offer
that has commenced within the meaning of Rule 14d-2(a) under the Exchange
Act;

     

    (iii) an offer
that is conditioned on a minimum of at least a majority of the outstanding
shares of the Common Stock being tendered and not withdrawn as of the offer’s
expiration date, which condition shall not be waivable;

     

    (iv) an offer
pursuant to which the Person making such offer has announced that it intends, as
promptly as practicable upon successful completion of the offer, to consummate a
second step transaction whereby all shares of the Common Stock not tendered into
the offer will be acquired at the same form and amount of consideration per
share actually

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    paid
pursuant to the offer, subject to stockholders’ statutory appraisal rights, if
any; and

    


    
      (B)  With
respect to the Series M Stock:

    

    


    (i) a tender
or exchange offer for all of the outstanding shares of Series M Stock at the
same per-share consideration;

     

    (ii) an offer
that has commenced within the meaning of Rule 14d-2(a) under the Exchange
Act;

     

    (iii) an offer
that is conditioned on a minimum of at least a majority of the outstanding
shares of the Series M Stock being tendered and not withdrawn as of the offer’s
expiration date, which condition shall not be waivable; and

     

    (iv) an offer
pursuant to which the Person making such offer has announced that it intends, as
promptly as practicable upon successful completion of the offer, to consummate a
second step transaction whereby all shares of the Series M Stock not tendered
into the offer (to the extent still outstanding) will be acquired at the same
form and amount of consideration per share actually paid pursuant to the offer,
subject to stockholders’ statutory appraisal rights, if any.

    


    “Qualifying Debt Securities”
means securities of the Company (i) that are not exchangeable or convertible
into Company Securities and (ii) for which the applicable disclosure document
relating to the issuance of such securities states, without qualification, that
the securities “will” be treated as indebtedness (or assumes, without
qualification, that the securities are indebtedness) for U.S. federal income tax
purposes.

    


    “Section 382” means Section 382
of the Code, or any comparable successor provision.

    


    “Securities Act” means the
Securities Act of 1933, as amended, unless otherwise expressly
specified.

    


    “Series M Stock” means the
Series M Common Stock Equivalent, $1.00 par value per share, of the
Company.

    


    “Specified Exchange Agreement”
means the Exchange Agreement dated March 18, 2009, between the Company and the
Specified Investor.

    


    “Specified Exchange Closing
Date” means the date on which the closing of the exchange effected
pursuant to the Specified Exchange Agreement occurs.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    


    “Specified Investor” means the
Government of Singapore Investment Corporation Pte Ltd.

    


    “Specified Person Group I”
means (i) the Specified Investor, (ii) any Affiliate of the Specified Investor
that is directly or indirectly “controlled by” (as such term is used in the
definition of the term “Affiliate”) the Specified Investor and (iii) each
Permitted Transferee; provided that a Fund Vehicle
shall not be included in “Specified Person Group I” unless a Person described in
clause (i), (ii) or (iii) of this definition is the general partner or
investment manager of the Fund Vehicle or is otherwise principally responsible
for the investment decisions of the Fund Vehicle.

    


    “Specified Person Group II”
means (i) Temasek Holdings (Private) Ltd, (ii) any Affiliate of Temasek Holdings
(Private) Ltd that is directly or indirectly “controlled by” (as such term is
used in the definition of the term “Affiliate”) Temasek Holdings (Private) Ltd,
(iii) the Government of Singapore and the Monetary Authority of Singapore and
(iv) any other Person that (A) is treated for purposes of Treasury Regulations
Section 1.382-2T (by reason of Treasury Regulation Section
1.382-2T(h)(2)(iii)(C) (for the avoidance of doubt, including the flush language
at the end of Treasury Regulation Section 1.382-2T(h)(2)(iii)) and/or by reason
of such Person constituting the Government of Singapore or an agency,
instrumentality or unit of the Government of Singapore) as the same “individual”
(or the same entity or same other party, as applicable) as any Person in
Specified Person Group I and (B) is not a Person in Specified Person Group
I.

    


    “Stock Acquisition Date” means
the date of the first public announcement (including the filing of a report on
Schedule 13D or Schedule 13G under the Exchange Act (or any similar or successor
report)) by the Company or an Acquiring Person indicating that an Acquiring
Person has become such.

    


    “Straight Preferred Stock”
means preferred stock that is not treated as stock pursuant to Treasury
Regulation Section 1.382-2(a)(3).

    


    “Subsidiary” of any Person
means any other Person of which securities or other ownership interests having
ordinary voting power, in the absence of contingencies, to elect a majority of
the board of directors or other Persons performing similar functions are at the
time directly or indirectly owned by such first Person.

    


    “Tax Benefits” means the net
operating loss carryovers, capital loss carryovers, general business credit
carryovers, alternative minimum tax credit carryovers and foreign tax credit
carryovers, as well as any loss or deduction attributable to a “net unrealized
built-in loss” within the meaning of Section 382, of the Company or any of its
Subsidiaries.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Trading Day” means a day on
which the principal national securities exchange or over-the-counter market on
which the shares of Common Stock are listed or admitted to trading is open for
the transaction of business or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange or over-the-counter
market, a Business Day.

    


    “Treasury Regulation” means any
final, proposed or temporary regulation of the Department of Treasury under the
Code and any successor regulation.

    


    “U.S. Government” means any of
(i) the federal government of the United States of America, (ii) any
instrumentality or agency of the federal government of the United States of
America and (iii) any Person wholly-owned by, or the sole beneficiary of which
is, the federal government of the United States or any instrumentality or agency
thereof.

    


    Each of
the following terms is defined in the Section set forth opposite such
term:

    


    
      	
              Term

            	 
      	
              Section   
      

            
	
              Adjustment
      Shares

            	
              9

            
	
              Company

            	
              Preamble

            
	
              Exchange
      Ratio

            	
              21

            
	
              In-Kind
      Distribution

            	
              1

            
	
              Ownership
      Statement

            	
              3(a)

            
	
              Quarter
      Percentage Point Cap

            	
              1

            
	
              Record
      Date

            	
              Recitals

            
	
              Redemption
      Price

            	
              20

            
	
              Right

            	
              Recitals

            
	
              Rights
      Agent

            	
              Preamble

            
	
              Right
      Certificate

            	
              4

            
	
              3%
      Cap

            	
              1

            
	
              Trust

            	
              21

            
	
              Trust
      Agreement

            	
              21

            
	
              $20
      Million Exchange Cap

            	
              1

            


    

    


    SECTION
2. Other Definitional and
Interpretative Provisions; Application to Series M Preferred
Stock. (a) The words “hereof”, “herein” and “hereunder” and words
of like import used in this Rights Plan shall refer to this Rights Plan as a
whole and not to any particular provision of this Rights Plan. The captions
herein are included for convenience of reference only and shall be ignored in
the construction or interpretation hereof. References to Articles, Sections,
Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this
Rights Plan unless otherwise specified. All Exhibits and Schedules annexed
hereto or referred to herein are hereby incorporated in and made a part
of

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    this
Rights Plan as if set forth in full herein. Any capitalized terms used in any
Exhibit or Schedule but not otherwise defined therein, shall have the meaning as
defined in this Rights Plan. Any singular term in this Rights Plan shall be
deemed to include the plural, and any plural term the singular. Whenever the
words “include”, “includes” or “including” are used in this Rights Plan, they
shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like import. “Writing”,
“written” and comparable terms refer to printing, typing and other means of
reproducing words (including electronic media) in a visible form. References to
any agreement or contract are to that agreement or contract as amended, modified
or supplemented from time to time in accordance with the terms hereof and
thereof; provided that
with respect to any agreement or contract listed on any schedules hereto, all
such amendments, modifications or supplements must also be listed in the
appropriate schedule. References to any Person include the successors and
permitted assigns of that Person. References from or through any date mean,
unless otherwise specified, from and including or through and including,
respectively. References to any statute, rules or regulations shall be deemed to
refer to such statute, rules or regulations as amended from time to time and to
any successors thereto.

    


    (b) Application to Series M
Stock. Notwithstanding anything else contained herein, one Right shall be
issued with respect to each one one-millionth of a share of Series M Stock
outstanding as of the Record Date or issued after the Record Date but prior to
the earlier of a Distribution Date and the Expiration Date, and the provisions
of this Rights Plan shall be construed to give effect to the foregoing, so that
such provisions are applied with respect to the Series M Stock in the same
manner as applied to the Common Stock (or if the context so requires, as would
apply had the Series M Stock been converted into or exchanged for Common Stock),
mutatis mutandis. Upon
conversion or exchange of any share of Series M Stock into shares of Common
Stock, the Rights associated with such share will automatically be extinguished,
and a Right will be issued in respect of each such share of Common Stock. The
Board shall have the exclusive power and authority to interpret the provisions
of this Rights Plan to give effect to the foregoing. All such interpretations
which are done or made by the Board in good faith shall be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties.

    


    SECTION
3. Issuance of Rights and
Right Certificates. (a) As soon as practicable after the Record Date, the
Company will send a summary of the Rights substantially in the form of Exhibit B
hereto, by first class mail, postage prepaid, to each record holder of the
Common Stock as of the close of business on the Record Date. Certificates for
the Common Stock, or current ownership statements issued with respect to
uncertificated shares of Common Stock in lieu of such a certificate (an “Ownership Statement”) (which
Ownership Statements shall be deemed to be Right Certificates), issued after the
Record Date but prior to

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    the
earlier of a Distribution Date and the Expiration Date shall have printed or
written on or otherwise affixed to them the following legend:

    


    This
[certificate] [statement] also evidences certain Rights as set forth in a Rights
Plan between Citigroup Inc. (the “Company”) and Computershare
Trust Company, N.A., as Rights Agent, dated as of June 9, 2009, and as amended
from time to time (the “Rights
Plan”), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the
Company. The Company will mail to the holder of this [certificate] [statement] a
copy of the Rights Plan without charge promptly after receipt of a written
request therefor. Under certain circumstances, as set forth in the Rights Plan,
such Rights may be evidenced by separate [certificate] [statements] instead of
by this [certificate] [statement] and may be redeemed or exchanged or may
expire.

    As
set forth in the Rights Plan, Rights issued or transferred to, or Beneficially
Owned by, any Person who is, was or becomes an Acquiring Person (as such terms
are defined in the Rights Plan), whether currently Beneficially Owned by or on
behalf of such Person or by any subsequent holder, may be null and
void.

    


    (b) Prior to
a Distribution Date, (i) the Rights will be evidenced by certificates for the
Common Stock or Ownership Statements and not by separate Right Certificates (as
hereinafter defined) and the registered holders of the Common Stock shall be
deemed to be the registered holders of the associated Rights, and (ii) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock.

    


    (c) From and
after a Distribution Date, the Rights will be evidenced solely by separate Right
Certificates or Ownership Statements and will be transferable only in connection
with the transfer of the Right Certificates pursuant to Section 5. As soon as
practicable after the Company has notified the Rights Agent of the occurrence of
a Distribution Date, the Rights Agent will send, by first class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date (other than any Acquiring Person), one or
more Right Certificates evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held. If an adjustment in the number
of Rights per share of Common Stock has been made pursuant to Section 9, the
Company shall, at the time of distribution of the Right Certificates, make the
necessary and appropriate rounding adjustments in accordance with Section 12(a)
so that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.

    


    (d) Rights
shall be issued in respect of all shares of Common Stock outstanding as of the
Record Date or issued (on original issuance or out of treasury) after the Record
Date but prior to the earlier of a Distribution Date and

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    the
Expiration Date. In addition, in connection with the issuance or sale of shares
of Common Stock following a Distribution Date and prior to the Expiration Date,
the Company shall, with respect to shares of Common Stock so issued or sold (i)
pursuant to the exercise of stock options or under any employee plan or
arrangement or (ii) upon the exercise, conversion or exchange of other
securities issued by the Company prior to the Distribution Date, and (iii) may,
in any other case, if deemed appropriate by the Board, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance
or sale; provided that
no such Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise be made in lieu of the issuance
thereof.

    


    SECTION
4. Form of Right
Certificates. (a) The certificates evidencing the Rights (and the forms
of assignment, election to purchase and certificates to be printed on the
reverse thereof) (the “Right
Certificates”) shall be substantially in the form of Exhibit C hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Rights Plan, or as may be required
to comply with any applicable law, rule or regulation or with any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to usage. The Right Certificates, whenever distributed,
shall be dated as of the Record Date.

    


    (b) The Right
Certificates shall be executed on behalf of the Company by its Chief Executive
Officer, its Chairman of the Board, its President, its Vice Chairman or any Vice
President, either manually or by facsimile signature, and shall have affixed
thereto the Company’s seal or a facsimile thereof which shall be attested by the
Secretary, an Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company, either manually or by facsimile signature. The Right Certificates
shall be countersigned, either manually or by facsimile signature, by the Rights
Agent and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company whose manual or facsimile signature is affixed to the
Right Certificates ceases to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates may, nevertheless, be countersigned by the Rights Agent
and issued and delivered with the same force and effect as though the Person who
signed such Right Certificates had not ceased to be such officer of the Company.
Any Right Certificate may be signed on behalf of the Company by any Person who,
at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Plan any such Person was not such an
officer.

    


    (c) Notwithstanding
any of the provisions of this Rights Plan or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board to reflect any adjustment or change in
the Purchase Price and the number or kind or

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    class of
shares of stock issuable upon exercise of the Rights made in accordance with the
provisions of this Rights Plan.

    


    SECTION
5. Registration; Transfer and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen
Right Certificates. (a) Following a Distribution Date, the
Rights Agent shall keep or cause to be kept, at its principal office or offices
designated as the place for surrender of Right Certificates upon exercise,
transfer or exchange, books for registration and transfer of the Right
Certificates. Such books shall show with respect to each Right Certificate the
name and address of the registered holder thereof, the number of Rights
indicated on the certificate and the certificate number.

    


    (b) At any
time after a Distribution Date and prior to the Expiration Date, any Right
Certificate or Certificates may, upon the terms and subject to the conditions
set forth in this Rights Plan, be transferred or exchanged for another Right
Certificate or Certificates evidencing a like number of Rights as the Right
Certificate or Certificates surrendered. Any registered holder desiring to
transfer or exchange any Right Certificate or Certificates shall surrender such
Right Certificate or Certificates (with, in the case of a transfer, the form of
assignment and certificate on the reverse side thereof duly executed) to the
Rights Agent at the principal office or offices of the Rights Agent designated
for such purpose. Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Right Certificate or Certificates until the registered holder of the Rights has
complied with the requirements of Section 6(f). Upon satisfaction of the
foregoing requirements, the Rights Agent shall, subject to Sections 6(e), 6(f),
8(e), 12 and 21, countersign and deliver to the Person entitled thereto a Right
Certificate or Certificates as so requested. The Company may require payment of
a sum sufficient to cover any transfer tax or other governmental charge that may
be imposed in connection with any transfer or exchange of any Right Certificate
or Certificates.

    


    (c) Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Right Certificate,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company’s request, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will issue and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
owner in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

    


    SECTION
6. Exercise of Rights.
(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein, including Sections 6(e),
6(f) and 8(c)) in whole or in part at any

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    time
after a Distribution Date and prior to the Expiration Date upon surrender of the
Right Certificate, with the form of election to purchase and the certificate on
the reverse side thereof duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together with
payment (in lawful money of the United States of America by certified check or
bank draft payable in immediately available or next day funds to the order of
the Company) of the aggregate Purchase Price with respect to the Rights then to
be exercised and an amount equal to any applicable transfer tax or other
governmental charge.

    


    (b) Upon
satisfaction of the requirements of Section 6(a) and subject to Section 18(k),
the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer
agent of the Preferred Stock (or make available, if the Rights Agent is the
transfer agent therefor) certificates for the total number of one one-millionths
of a share of Preferred Stock to be purchased (and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests) or
(B) if the Company shall have elected to deposit the shares of Preferred Stock
issuable upon exercise of the Rights with a depositary agent, requisition from
the depositary agent depositary receipts representing interests in such number
of one one-millionths of a share of Preferred Stock to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent and the
Company will direct the depositary agent to comply with such request), (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
issuance of fractional shares in accordance with Section 12 and (iii) after
receipt of such certificates or depositary receipts and cash, if any, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate (with such certificates or receipts registered in such name or names
as may be designated by such holder). If the Company is obligated to deliver
Common Stock or other securities or assets pursuant to this Rights Plan, the
Company will make all arrangements necessary so that such securities and assets
are available for delivery by the Rights Agent, if and when
appropriate.

    


    (c) Each
Person (other than the Company) in whose name any certificate for Preferred
Stock is issued upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of such Preferred Stock represented thereby on,
and such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any transfer taxes or other governmental charges) was made; provided that if the date of
such surrender and payment is a date upon which the transfer books of the
Company relating to the Preferred Stock are closed, such Person shall be deemed
to have become the record holder of such shares on, and such certificate shall
be dated, the next succeeding Business Day on which the applicable transfer
books of the Company are open. Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a stockholder of the Company with respect to

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    shares
for which the Rights shall be exercisable, including the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company except as provided herein.

    


    (d) In case
the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing the number of
Rights remaining unexercised shall be issued by the Rights Agent and delivered
to, or upon the order of, the registered holder of such Right Certificate,
registered in such name or names as may be designated by such holder, subject to
the provisions of Section 12.

    


    (e) Notwithstanding
anything in this Rights Plan to the contrary (except for the last two sentences
of this Section 6(e)), any Rights Beneficially Owned by (i) an
Acquiring Person from and after the date on which the Acquiring Person becomes
such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person
who (A) becomes a transferee after the Stock Acquisition Date with respect to
such Acquiring Person or (B) becomes a transferee prior to or concurrently with
the Stock Acquisition Date with respect to such Acquiring Person and receives
such Rights (I) with actual knowledge that the transferor is or was an Acquiring
Person or (II) pursuant to either (x) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (y) a transfer which the Board determines in good faith is part of a
plan, arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 6(e), shall become null and void without any further
action, and no holder of such Rights shall have any rights whatsoever with
respect to such Rights, whether under this Rights Plan or otherwise. The Company
shall use all reasonable efforts to insure that the provisions of this Section
6(e) are complied with, but shall have no liability to any holder of Right
Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or any transferee of an
Acquiring Person hereunder. If a Person in Specified Person Group II is an
Acquiring Person, any references to “Rights Beneficially Owned” by such
Acquiring Person shall exclude any Rights held by each Person in Specified
Person Group I; provided that the Persons in
Specified Person Group I are Grandfathered Persons or have failed to be
Grandfathered Persons solely as a result of one or more In-Kind Distributions.
For the avoidance of doubt, each security that is a Covered Security, share of
Investor Preferred Stock, Additional Share or Warrant (each within the meaning
of the Specified Exchange Agreement) shall not be subject to dilution under this
Rights Plan, and the Rights related thereto shall be exercisable, so long as (A)
the Persons in Specified Person Group I are Grandfathered Persons (or have
failed to be Grandfathered Persons solely as a result of one or more In-Kind
Distributions) and (B) a Person in Specified Person Group I has continuously
since the Specified

     

    
      
        
        

      

      
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    Exchange
Closing Date (I) had legal title to such security (or a predecessor security
that had, pursuant to its terms, been converted or exchanged into such
security), (II) been the registered or record owner of such security (or a
predecessor security that had, pursuant to its terms, been converted or
exchanged into such security), or (III) held such security (or a predecessor
security that had, pursuant to its terms, been converted or exchanged into such
security) through one or more custodians, depositaries, broker-dealer firms
and/or other similar intermediaries.

    


    (f)
Notwithstanding anything in this Rights Plan to the contrary, neither the Rights
Agent nor the Company shall be obligated to undertake any action with respect to
any purported transfer pursuant to Section 5 or exercise pursuant to this
Section 6 unless the registered holder of the applicable Rights (i) shall have
completed and signed the certificate contained in the form of assignment or
election to purchase, as the case may be, set forth on the reverse side of the
Right Certificate surrendered for such transfer or exercise, as the case may be,
(ii) shall not have indicated an affirmative response to clause 1 or 2 thereof
and (iii) shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof as the Company shall
reasonably request.

    


    SECTION
7. Cancellation and
Destruction of Right Certificates. All Right Certificates surrendered for
exercise, transfer or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights Agent in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
this Rights Plan. The Company shall deliver to the Rights Agent for
cancellation, and the Rights Agent shall cancel, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all canceled Right Certificates to the Company,
or shall, at the written request of the Company, destroy such canceled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

    


    SECTION
8. Reservation and
Availability of Capital Stock. (a) The Company covenants and agrees that
it will cause to be reserved and kept available a number of authorized but not
outstanding shares of Preferred Stock sufficient to permit the exercise in full
of all outstanding Rights as provided in this Rights Plan.

    


    (b) So
long as the Preferred Stock issuable upon the exercise of Rights may be listed
on any national securities exchange, the Company shall use its best efforts to
cause, from and after such time as the Rights become exercisable, all securities
reserved for such issuance to be listed on any such exchange upon official
notice of issuance upon such exercise.

     

    
      
        
        

      

      
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    (c) The
Company shall (i) file, as soon as practicable following the earliest date after
a Stock Acquisition Date and determination of the consideration to be delivered
by the Company upon exercise of the Rights in accordance with Section 9(a)(ii),
or as soon as is required by law following a Distribution Date, as the case may
be, a registration statement under the Securities Act with respect to the
securities issuable upon exercise of the Rights, (ii) to cause such registration
statement to become effective as soon as practicable after such filing and (iii)
cause such registration statement to remain effective (with a prospectus at all
times meeting the requirements of the Securities Act) until the earlier of (A)
the date as of which the Rights are no longer exercisable for such securities
and (B) the Expiration Date. The Company shall also take such action as may be
appropriate to ensure compliance with the securities or blue sky laws of the
various states in connection with the exercisability of the Rights. The Company
may temporarily suspend, for a period of time not to exceed 90 days after the
date set forth in Section 8(c)(i), the exercisability of the Rights in order to
prepare and file such registration statement and permit it to become effective.
Upon any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as
a public announcement when the suspension is no longer in effect.
Notwithstanding anything contained in this Rights Plan to the contrary, the
Rights shall not be exercisable for securities in any jurisdiction if the
requisite qualification in such jurisdiction has not been obtained, such
exercise is not permitted under applicable law or a registration statement in
respect of such securities has not been declared effective.

     

    (d) The
Company shall take all such action as may be necessary to insure that all one
one-millionths of a share of Preferred Stock issuable upon exercise of Rights
shall, at the time of delivery of the certificates for such securities (subject
to payment of the Purchase Price), be duly authorized, validly issued, fully
paid and nonassessable.

     

    (e) The
Company shall pay when due and payable any and all federal and state transfer
taxes and other governmental charges which may be payable in respect of the
issuance or delivery of the Right Certificates and of any certificates for
Preferred Stock upon the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax or other governmental charge which may be
payable in respect of any transfer involved in the issuance or delivery of any
Right Certificates or any certificates for Preferred Stock to a Person other
than the registered holder of the applicable Right Certificate. Prior to any
such issuance or delivery of any Right Certificates or any certificates for
Preferred Stock, any such transfer tax or other governmental charge shall have
been paid by the holder of such Right Certificate or it shall have been
established to the Company’s satisfaction that no such tax or other governmental
charge is due.

    


    
      
        
        

      

      
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    SECTION
9. Adjustment of Purchase
Price, Number and Kind of Shares or Number of Rights. (a)(i)
To preserve the actual or potential economic value of the Rights, if at any
time after the date hereof there shall be any change in the Common Stock or the
Preferred Stock, whether by reason of stock dividends, stock splits, reverse
stock splits, recapitalization, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other
similar changes in capitalization, any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of Common Stock or Preferred Stock, as the case may be (other than distribution
of the Rights or regular quarterly cash dividends) or otherwise, then, in each
such event the Board shall make such appropriate adjustments in the number of
shares of Preferred Stock (or the number and kind of other securities) issuable
upon exercise of each Right (or in exchange for any Right pursuant to Section
21), the Purchase Price and Redemption Price in effect at such time and/or the
number of Rights outstanding at such time (including the number of Rights or
fractional Rights associated with each share of Common Stock) such that
following such adjustment such event shall not have had the effect of reducing
or limiting the benefits the holders of the Rights would have had absent such
event. If an event occurs which requires an adjustment under both this Section
9(a)(i) and Section 9(a)(ii), the adjustment provided for in this Section
9(a)(i) shall be made prior to, and in addition to, any adjustment required
pursuant to Section 9(a)(ii).

    


    (ii) If
any Person becomes at any time after the date of this Rights Plan an Acquiring
Person, then each holder of a Right shall (except as otherwise provided herein,
including Section 6(e)) be entitled to receive upon exercise thereof (in
accordance with the provisions of Section 6) at the then current Purchase Price
such number of one-millionths of a share of Preferred Stock (such number of
one-millionths of a share being referred to herein as the “Adjustment Shares”) equal to
the result obtained by dividing

    


    (x) the
product obtained by multiplying the then current Purchase Price by the number of
one-millionths of a share of Preferred Stock for which a Right was exercisable
immediately prior to such first occurrence (such product being from such time on
the “Purchase Price” for each Right and for all purposes of this Rights Plan)
by

     

    (y) 50% of
the current market price per share of Common Stock (determined pursuant to
Section 9(d)(i)) on the date of such first occurrence.

    


    
      (iii)  [Reserved]

    

     

    
      
        
        

      

      
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      (b)  [Reserved]

    

    


    
      (c)  [Reserved]

    

    


    (d) (i) For
purposes of computations hereunder other than computations made pursuant to
Section 12, the “current market price” per share of Common Stock on any date
shall be the average of the daily closing prices per share of such Common Stock
at the close of the regular session of trading for the 30 Trading Days
immediately prior to such date; and for purposes of computations made pursuant
to Section 12, the “current market price” per share of Common Stock for any
Trading Day shall be the closing price per share of Common Stock at the close of
the regular session of trading for such Trading Day; provided that if the current
market price per share of the Common Stock is determined during a period that is
in whole or in part following the announcement by the issuer of such Common
Stock of (A) a dividend or distribution on such Common Stock payable in shares
of such Common Stock or securities exercisable for or convertible into shares of
such Common Stock (other than the Rights), or (B) any subdivision, combination
or reclassification of such Common Stock, and prior to the ex-dividend date for
such dividend or distribution or the record date for such subdivision,
combination or reclassification, then, and in each such case, the “current
market price” shall be properly adjusted to take into account ex-dividend
trading. The closing price for each day shall be the last sale price, regular
way, at the close of the regular session of trading or, if no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system at the close of the regular session of trading with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the shares
of Common Stock are not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common Stock
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the- counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such other
system then in use or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the Common Stock
selected by the Board (in each case prices which are not identified as having
been reported late to such system). If on any such date, no market maker is
making a market in the Common Stock or the Common Stock is not publicly held or
not so listed or traded, the “current market value” of such shares on such date
shall be as determined in good faith by the Board (or, if at the time of such
determination there is an Acquiring Person, by a nationally recognized
investment banking firm selected by the Board) which determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for
all purposes.

     

    
      
        
        

      

      
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    (ii) For the
purpose of any computation hereunder, the “current market price” per share of
Preferred Stock shall be determined in the same manner as set forth above for
the Common Stock in Section 9(d)(i) (other than the last sentence thereof). If
the current market price per share of Preferred Stock cannot be determined in
such manner, the “current market price” per share of Preferred Stock shall be
conclusively deemed to be an amount equal to 1,000,000 (as such number may be
appropriately adjusted for such events as stock splits, reverse stock splits,
stock dividends and recapitalizations with respect to the Common Stock occurring
after the date of this Rights Plan) multiplied by the current market price per
share of Common Stock (as determined pursuant to Section 9(d)(i)). For all
purposes of this Rights Plan, the “current market price” of one one- millionth
of a share of Preferred Stock shall be equal to the “current market price” of
one share of Preferred Stock divided by 1,000,000.

    


    (iii) For the
purpose of any computation hereunder, the value of any securities or assets
other than Common Stock or Preferred Stock shall be the fair value as determined
in good faith by the Board, or, if at the time of such determination there is an
Acquiring Person, by a nationally recognized investment banking firm selected by
the Board, which determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

     

    (e) Notwithstanding
any provision of this Rights Plan to the contrary, no adjustment of any item
described in Section 9(a)(i) (e.g., the Purchase Price, the
Redemption Price, the number of shares of Preferred Stock issuable upon exercise
of the Rights, etc) shall be required unless such adjustment would require an
increase or decrease of at least 1% in the relevant item; provided that any adjustments
which by reason of this Section 9(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 9 shall be made to the nearest cent or to the
nearest ten-thousandth of a share of Common Stock or other share or one
ten-billionth of a share of Preferred Stock, as the case may be.

    


    
      (f)  [Reserved]

    

    


    (g) All
Rights originally issued by the Company subsequent to any adjustment made
hereunder shall evidence the right to purchase, at the Purchase Price then in
effect, the then applicable number of one-millionths of a share of Preferred
Stock and other capital stock issuable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided
herein.

    


    
      (h)  [Reserved]

    

    


    
      (i)  [Reserved]

    

     

    
      
        
        

      

      
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    (j) Irrespective
of any adjustment or change in the Purchase Price or the number of
one-millionths of a share of Preferred Stock issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue to
express the Purchase Price per one one-millionth of a share and the number of
shares which were expressed in the initial Right Certificates issued
hereunder.

    


    
      (k)  [Reserved]

    

    


    (l) In any
case in which this Section 9 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuance to the holder
of any Right exercised after such record date the number of one- millionths of a
share of Preferred Stock or other capital stock, if any, issuable upon such
exercise over and above the number of one-millionths of a share of Preferred
Stock or other capital stock, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment; provided that the Company
shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

    


    (m) Anything
in this Section 9 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments
expressly required by this Section 9, as and to the extent that it, in its sole
discretion, determines to be advisable so that any consolidation or subdivision
of the Preferred Stock or Common Stock, issuance wholly for cash of any
Preferred Stock or Common Stock at less than the current market price, issuance
wholly for cash of any Preferred Stock, Common Stock or securities which by
their terms are convertible into or exercisable for Preferred Stock or Common
Stock, stock dividends or issuance of rights, options or warrants referred to in
this Section 9 hereafter made by the Company to the holders of its Preferred
Stock or Common Stock shall not be taxable to such stockholders.

    


    (n) The
Company agrees that after a Distribution Date, it will not, except as permitted
by Sections 20, 21 or 24 take (or permit any Subsidiary to take) any action if
at the time such action is taken it is reasonably foreseeable that such action
will substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.

    


    SECTION
10. Certificate of Adjusted
Purchase Price or Number of Shares. Whenever an
adjustment is made as provided in Section 9, the Company shall (i) promptly
prepare a certificate setting forth such adjustment and a brief statement of the
facts accounting for such adjustment, (ii) promptly file with the Rights Agent
and with each transfer agent for the Preferred Stock and the

     

    
      
        
        

      

      
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    Common
Stock a copy of such certificate and (iii) mail a brief summary thereof to each
holder of a Right Certificate (or, if prior to a Distribution Date, to each
holder of a certificate representing shares of Common Stock) in the manner set
forth in Section 23. The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment therein contained.

    


    SECTION
11.  [Reserved].

    


    SECTION
12. Fractional Rights and
Fractional Shares. (a) The Company is not required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights. In
lieu of any such fractional Rights, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional Rights
would otherwise be issuable an amount in cash equal to the same fraction of the
current market price of a whole Right. For purposes of this Section 12(a), the
current market price of a whole Right shall be the closing price of a Right at
the close of the regular session of trading for the Trading Day immediately
prior to the date on which such fractional Rights would otherwise have been
issuable. The closing price of a Right for any day shall be determined in the
manner set forth for the Common Stock in Section 9(d)(i).

    


    (b) The
Company is not required to issue fractions of shares of Preferred Stock (other
than fractions which are multiples of one one-millionth of a share of Preferred
Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to
Section 21(a), and the Company is not required to distribute certificates which
evidence fractional shares of Preferred Stock (other than fractions which are
multiples of one one-millionth of a share of Preferred Stock). In lieu of any
such fractional shares of Preferred Stock, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market price of one one-millionth of a share of Preferred Stock. For purposes of
this Section 12(b), the current market price of one one-millionth of a share of
Preferred Stock shall be one one-millionth of the closing price of a share of
Preferred Stock (as determined pursuant to Section 9(d)) for the Trading Day
immediately prior to the date of such exercise.

    


    (c) Upon any
exchange pursuant to Section 21(c), the Company shall not be required to issue
fractions of shares of Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock. In lieu of
fractional shares of Common Stock, the Company shall pay to the registered
holders of Right Certificates at the time such Rights are exercised or exchanged
as herein provided an amount in cash equal to the same fraction of the current
market price of a share of Common Stock. For purposes of this Section 12(c), the
current market price of a share of Common Stock shall be the

     

    
      
        
        

      

      
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    closing
price of a share of Common Stock (as determined pursuant to Section 9(d)) for
the Trading Day immediately prior to the date of such exercise or
exchange.

    


    (d) Each
holder of a Right, by his acceptance of the Right, expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise of a Right
except as permitted by this Section 12.

    


    SECTION
13.  [Reserved].

    


    SECTION
14. Agreement of Right
Holders. Each holder of a Right, by his acceptance of the Right, consents
and agrees with the Company and the Rights Agent and with every other holder of
a Right that:

    


    (a) prior to
a Distribution Date, the Rights will be evidenced by and transferable only in
connection with the transfer of Common Stock;

    


    (b) after a
Distribution Date, the Rights will be evidenced by Right Certificates and
transferable only on the registry books of the Rights Agent pursuant to Section
5;

    


    (c) subject
to Sections 5 and 6, the Company and the Rights Agent may deem and treat the
Person in whose name a Right Certificate (or, prior to a Distribution Date, a
certificate representing shares of Common Stock or an Ownership Statement) is
registered as the absolute owner of such certificate and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on the Right
Certificate or the certificate representing shares of Common Stock or Ownership
Statement made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent, subject to
the last sentence of Section 6(e), shall be affected by any notice to the
contrary; and

    


    (d) notwithstanding
anything in this Rights Plan to the contrary, neither the Company nor the Rights
Agent shall have any liability to any holder of a Right or other Person as a
result of its inability to perform any of its obligations under this Rights Plan
by reason of any preliminary or permanent injunction or other order, decree or
ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority prohibiting or otherwise restraining performance of such obligation;
provided that the
Company must use its best efforts to have any such order, decree or ruling lifted
or otherwise overturned as soon as possible.

    


    SECTION
15. Right Certificate Holder
Not Deemed a Stockholder. No holder, as such, of any Right Certificate
shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of the shares of capital stock which may at any time be issuable on the
exercise of the Rights represented

     

    
      
        
        

      

      
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    thereby,
nor shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right Certificate, as such, any of the rights of a
stockholder of the Company (including any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
to give or withhold consent to any corporate action, to receive notice of
meetings or other actions affecting stockholders (except as provided in Section
22), or to receive dividends or subscription rights, or otherwise) until the
Right or Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

    


    SECTION
16. Appointment of Rights
Agent. (a) The Company hereby appoints the Rights Agent to act as agent
for the Company in accordance with the terms and conditions hereof, and the
Rights Agent hereby accepts such appointment. The Company may from time to time
appoint such co-rights agents as it may deem necessary or desirable, upon ten
(10) days’ prior written notice to the Rights Agent. The Rights Agent shall have
no duty to supervise, and shall in no event be liable for, the acts or omissions
of any such co-rights agent. If the Company appoints one or more co-rights
agents, the respective duties of the Rights Agent and any co-rights agents shall
be as the Company shall determine.

    


    (b) The
Company shall pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the execution or administration of this Rights Plan
and the exercise and performance of its duties hereunder. The Company also shall
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the administration of this Rights Plan or the
exercise or performance of its duties hereunder, including the costs and
expenses of defending against any claim of liability.

     

    SECTION
17. Merger or Consolidation or
Change of Name of Rights Agent. (a) Any corporation
into or with which the Rights Agent or any successor Rights Agent may be
merged, consolidated or combined, any corporation resulting from any merger,
consolidation or combination to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust or
stock transfer business of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Rights Plan without the
execution or filing of any paper or any further act on the part of any party
hereto; provided that
such corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 19. If at the time such successor Rights Agent
succeeds to the agency created by this Rights Plan any of the Right Certificates
have been countersigned but not

     

    
      
        
        

      

      
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    delivered,
any such successor Rights Agent may adopt the countersignature of a predecessor
Rights Agent and deliver such Right Certificates so countersigned; and if at
that time any of the Right Certificates have not been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Plan.

    


    (b) If at
any time the name of the Rights Agent shall be changed and at such time any of
the Right Certificates have been countersigned but not delivered, the Rights
Agent may adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and if at that time any of the Right Certificates
have not been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or its changed name; and in all such cases
such Right Certificates shall have the full force provided in the Right
Certificates and in this Rights Plan.

    


    SECTION
18. Duties of the Rights
Agent. The Rights Agent undertakes the duties and obligations imposed by
this Rights Plan upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their acceptance thereof,
shall be bound:

    


    (a) The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion.

    


    (b) Whenever
in the performance of its duties under this Rights Plan the Rights Agent deems
it necessary that any fact or matter (including the identity of any “Acquiring
Person” and the determination of “current market price”) be proved or
established by the Company prior to taking, suffering or omitting to take any
action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chief Executive Officer, the Chairman
of the Board, the President, the Vice Chairman or any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company and delivered to the Rights Agent; and such certificate shall be
full authorization to the Rights Agent for any action taken, suffered or omitted
in good faith by it under the provisions of this Rights Plan in reliance upon
such certificate.

    


    (c) The
Rights Agent shall be liable hereunder only for its own gross negligence, bad
faith or willful misconduct.

    


    (d) The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Rights Plan or in the Right

     

    
      
        
        

      

      
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    Certificates
(except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Company only.

    


    (e) The
Rights Agent shall not be responsible (i) in respect of the validity of this
Rights Plan or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any
Right Certificate (except its countersignature thereof), (ii) for any breach by
the Company of any covenant or condition contained in this Rights Plan or in any
Right Certificate, (iii) for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 6(e)) or (iv) any
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided herein or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice of any such adjustment). The
Rights Agent shall not by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Preferred
Stock or other securities to be issued pursuant to this Rights Plan or any Right
Certificate or as to whether any shares of Preferred Stock or other securities
will, when issued, be duly authorized, validly issued, fully paid and
nonassessable.

    


    (f) The
Company agrees that it will perform, execute, acknowledge and deliver, or cause
to be performed, executed, acknowledged and delivered, all such acts,
instruments and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing by the Rights Agent of the provisions of this
Rights Plan.

    


    (g) The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from the Chief Executive
Officer, the Chairman of the Board, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith in accordance with
instructions of any such officer.

    


    (h) The
Rights Agent and any stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in any of the Rights or other securities of the
Company or become pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company or otherwise
act as fully and freely as though it were not the Rights Agent under this Rights
Plan. Nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other Person.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (i) The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself or by or through its attorneys
or agents, and the Rights Agent shall not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents or for any
loss to the Company or to any holders of Rights resulting from any such act,
default, neglect or misconduct; provided that reasonable care
was exercised in the selection and continued employment thereof.

    


    (j) No
provision of this Rights Plan shall require the Rights Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to
it.

    


    (k) If, with
respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election
to purchase, as the cases may be, has either not been completed or indicates an
affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take
any further action with respect to such requested exercise or transfer without
first consulting with the Company.

    


    (l) The
Rights Agent shall be protected and shall incur no liability for or in respect
of any action taken, suffered or omitted by it in connection with the
administration of this Rights Plan or the exercise or performance of its duties
hereunder in reliance upon any Right Certificate or certificate for Common Stock
or for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, instruction,
direction, consent, certificate, statement or other paper or document reasonably
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.

    


    SECTION
19. Change of Rights
Agent. The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Rights Plan upon 30 days’ notice to the
Company and to each transfer agent of the Common Stock and Preferred Stock. In
the event the transfer agency relationship in effect between the Company and the
Rights Agent terminates, the Rights Agent will be deemed to have resigned
automatically and be discharged from its duties under this Agreement as of the
effective date of such termination, and the Company shall be responsible for
sending any required notice. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days’ notice to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock by registered or certified mail, and, after a Distribution
Date, to the holders of the Right Certificates. If the Rights Agent resigns or
is removed or otherwise becomes

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    incapable
of acting, the Company shall appoint a successor to the Rights Agent. If the
Company fails to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be (a) a corporation organized, in good
standing and doing business under the laws of the United States or of any state
of the United States, authorized under such laws to exercise stock transfer or
corporate trust powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a
corporation described in Section 19(a). After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company
shall file notice thereof with the predecessor Rights Agent and each transfer
agent of the Common Stock and the Preferred Stock, and, subsequent to a
Distribution Date, mail a notice thereof to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 19, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

    


    SECTION
20. Redemption. (a) At
any time prior to a Distribution Date, the Board may, at its option, redeem all
but not less than all of the then outstanding Rights at a redemption price of
$0.00001 per Right, as such amount may be appropriately adjusted pursuant to
Section 9(a)(i) (such redemption price being hereinafter referred to as the
“Redemption Price”). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board in its sole discretion may establish. The
Redemption Price shall be payable, at the option of the Company, in cash, shares
of Common Stock, or such other form of consideration as the Board shall
determine.

    


    (b)
Immediately upon the action of the Board electing to redeem the Rights (or at
such later time as the Board may establish for the effectiveness of such
redemption) and without any further action and without any notice, the right to
exercise the Rights will terminate and thereafter the only right of the holders
of Rights shall be to receive the Redemption Price for each Right so held. The
Company shall promptly thereafter give notice of such redemption to the Rights
Agent and the holders of the Rights in the manner set forth in Section
23;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    provided that the failure to
give, or any defect in, such notice shall not affect the validity of such
redemption. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made.

    


    SECTION
21. Exchange. (a) At
any time on or after a Stock Acquisition Date, with respect to all or any part
of the then outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to Section 6(e)), the Board may, at its option,
exchange for each Right one one-millionth of a share of Preferred Stock, subject
to adjustment pursuant to Section 9(a)(i) (such exchange ratio being hereinafter
referred to as the “Exchange
Ratio”). The exchange of the Rights by the Board may be made effective at
such time, on such basis and with such conditions as the Board in its sole
discretion may establish. Notwithstanding the foregoing, the Board shall not be
empowered to effect such exchange at any time after an Acquiring Person becomes
the Beneficial Owner of 50% or more of the shares of Common Stock then
outstanding.

    


    (b) Immediately
upon the effectiveness of the action of the Board to exchange any Rights
pursuant to Section 21(a) (or at such later time as the Board may establish) and
without any further action and without any notice, the right to exercise such
Rights will terminate and thereafter the only right of a holder of such Rights
shall be to receive that number of fractional shares of Preferred Stock equal to
the number of such Rights held by such holder multiplied by the Exchange Ratio.
The Company shall promptly thereafter give notice of such exchange to the Rights
Agent and the holders of the Rights to be exchanged in the manner set forth in
Section 23; provided
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of
Rights for fractional shares of Preferred Stock will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to Section 6(e)) held by each holder
of Rights.

    


    (c) In lieu
of exchanging all or any part of the then outstanding and exercisable Rights for
fractional shares of Preferred Stock in accordance with Section 21(a), the Board
may, at its option, exchange any such Rights (which shall not include Rights
that have become void pursuant to Section 6(e)) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, as may be adjusted
pursuant to Section 9(a)(i).

    


    (d) Prior to
effecting an exchange pursuant to this Section 21, the Board may direct the
Company to enter into a Trust Agreement in such form and with

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    such
terms as the Board of Directors shall then approve (the “Trust Agreement”). If the
Board so directs, the Company shall enter into the Trust Agreement and shall
issue to the trust created by such agreement (the “Trust”) all of the fractional
shares of Preferred Stock, or shares of Common Stock or other securities, if
any, issuable pursuant to the exchange, and all Persons entitled to receive
shares or other securities pursuant to the exchange shall be entitled to receive
such shares or other securities (and any dividends or distributions made thereon
after the date on which such shares or other securities are deposited in the
Trust) only from the Trust and solely upon compliance with the relevant terms
and provisions of the Trust Agreement.

    


    SECTION
22.  Notice of
Proposed Actions and Certain Other Matters. (a)(i) If
the Company proposes, at any time after a Distribution Date, (ii) to pay any
dividend payable in stock of any class or to make any other distribution (other
than a regular quarterly cash dividend out of earnings or retained earnings of
the Company) to the holders of Preferred Stock, (iii) to offer to the holders of
its Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, (iv) to effect any reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision or
combination of outstanding shares of Preferred Stock), (v) to effect, or permit
any of its Subsidiaries to effect, any consolidation, merger or combination with
any other Person, or to effect any sale or other transfer, in one transaction or
a series of related transactions, of assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its Subsidiaries,
taken as a whole, or (vi) to effect the liquidation, dissolution or winding-up
of the Company, then, in each such case, the Company shall give to each holder
of a Right, a notice of such proposed action specifying the record date for the
purposes of any such dividend, distribution or offering of rights or warrants,
or the date on which any such reclassification, consolidation, merger,
combination, sale, transfer, liquidation, dissolution or winding-up is to take
place and the date of participation therein by the holders of Preferred Stock,
if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by Section 22(a)(i) or 22(a)(ii) above at least 20 days
prior to the record date for determining holders of the Preferred Stock entitled
to participate in such dividend, distribution or offering, and in the case of
any such other action, at least 20 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of Preferred
Stock, whichever shall be earlier. The failure to give notice required by this
Section or any defect therein shall not affect the legality or validity of the
action taken by the Company or the vote upon any such action.

    


    (b) (i)
The Company shall as soon as practicable after a Stock Acquisition Date give to
each holder of a Right, in accordance with Section 23, a notice of the
occurrence of such event, which shall specify the event and the consequences of
the event to holders of Rights under Section 9(a)(ii), and (ii) all

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    references
in Section 22 to Preferred Stock shall be deemed thereafter to refer to Common
Stock or other capital stock, as the case may be.

    


    (c) In
addition, the Company shall furnish in writing to any Person in Specified Person
Group I or any Person in Specified Person Group II, upon request by such Person,
within ten Business Days of such request, (i) the number of shares of
then-outstanding Common Stock as of the request date, (ii) the 20 trading day
trailing average closing price of a share of Common Stock as of the request date
and (iii) the value of specified Qualifying Debt Securities or Company
Securities. Such written notice shall be provided to the fax number or email
address specified by the requesting Person in Specified Person Group I or Person
in Specified Person Group II and shall be deemed furnished upon receipt thereof.
If such Person acquires Company Securities within five Business Days after the
date of such written notice, the Person may rely on the numbers specified in the
written notice in performing the calculations described in clause (iii) or (iv)
of the definition of “Grandfathered Person”), the definition of IKD Value Limit
or the definition of QDS Value Limit.

    


    SECTION
23. Notices. Except as
set forth below, all notices, requests and other communications to any party
hereunder and to the holder of any Right shall be in writing unless otherwise
expressly specified herein. Notices or demands authorized by this Rights Plan to
be given or made to or on the Company or (subject to Section 19) the Rights
Agent shall be sufficiently given or made if sent by overnight delivery service
or registered or certified mail (postage prepaid) to the addresses set forth
below (or such other address as such party specifies in writing to the other
party):

    


    if to the
Company, to:

    
       

      Citigroup
Inc.

      399 Park
Avenue

      New York,
New York 10022

      
        	
                
                

              	
                Attention: 

              	
                Michael
      S. Helfer, Esq.

              


      

      General Counsel

      Telephone:
(212) 559-5152

      Facsimile:
(212) 793-5300

       

    

     

    if to the
Rights Agent, to:

    


    Computershare
Trust Company, N.A.


    525
Washington Boulevard

    Jersey
City, New Jersey 07310

    Attention:
Client Services

    Telephone:
(201) 222-4836

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Facsimile:
(201) 222-4593

    


    Except as
otherwise expressly set forth in this Rights Plan, notices or demands authorized
by this Rights Plan to be given or made by the Company or the Rights Agent to
the holder of any Right Certificate any certificate representing shares of
Common Stock is sufficiently given or made if sent by first class mail (postage
prepaid) to each record holder of such Certificate at the address of such holder
shown on the registry books of the Company. Notwithstanding anything in this
Rights Plan to the contrary, prior to a Distribution Date a public filing by the
Company with the Securities and Exchange Commission shall constitute sufficient
notice to the holders of securities of the Company, including the Rights, for
purposes of this Rights Plan and no other notice need be given to such
holders.

    


    SECTION
24. Supplements and
Amendments. At any time on or prior to a Distribution Date, the Company
may, and the Rights Agent shall if the Company so directs, supplement or amend
any provision of this Rights Plan in any respect without the approval of any
holders of Rights. At any time after the occurrence of a Distribution Date, the
Company may, and the Rights Agent shall if the Company so directs, supplement or
amend this Rights Plan without the approval of any holders of Rights; provided, however, that no such
supplement or amendment may (a) adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person), (b) cause this Rights Plan
again to become amendable other than in accordance with this sentence or (c)
cause the Rights again to become redeemable. Upon the delivery of a certificate
from the Chairman of the Board, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company stating that the proposed supplement or amendment is in compliance
with the terms of this Rights Plan, the Rights Agent shall execute such
supplement or amendment; provided, however, that the Rights Agent may, but shall
not be required to, execute any supplement or amendment that adversely affects
its rights, duties or obligations under this Agreement.

     

    SECTION
25. Successors. All the
covenants and provisions of this Rights Plan by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

    


    SECTION
26. Determinations and Actions
by the Board, etc. The Board shall have the exclusive power and authority
to administer this Rights Plan and to exercise all rights and powers
specifically granted to the Board or to the Company, or as may be necessary or
advisable in the administration of this Rights Plan, including the right and
power to (i) interpret the provisions of this Rights Plan and (ii) make all
determinations deemed necessary or advisable for the administration of this
Rights Plan (including a determination to redeem or exchange or not to redeem or
exchange the Rights or to amend the Rights Plan). All such actions,
calculations, interpretations and determinations which are done or made by
the

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    Board in
good faith shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties.

    


    SECTION
27. Benefits of This Rights
Plan. Nothing in this Rights Plan shall be construed to give to any
Person other than the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to a Distribution Date, the certificates
representing the shares of Common Stock) any legal or equitable right, remedy or
claim under this Rights Plan; but this Rights Plan shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to a Distribution Date, the certificates
representing the shares of Common Stock).

    


    SECTION
28. Severability. If
any term, provision, covenant or restriction of this Rights Plan is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Rights Plan shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

    


    SECTION
29. Governing Law. This
Rights Plan, each Right and each Right Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.

    


    SECTION
30. Counterparts. This
Rights Plan may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.

    


    SECTION
31. Force Majeure.
Notwithstanding anything to the contrary contained herein, the Rights Agent
shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God,
terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or
mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Rights Plan to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    
      	 	CITIGROUP
    INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By:  
      

            	/s/ Edward J. Kelly,
      III	 
	 	 	Name: 
    	Edward J. Kelly,
      III	 
	 	 	Title:	Chief Financial
      Officer	 


    

     

    
       

      
        	 	
                COMPUTERSHARE
      TRUST COMPANY, N.A.

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:  
      

              	/s/ Thomas
      Grayman	 
	 	 	Name: 
    	Thomas
    Grayman	 
	 	 	Title:	Regional Vice
      President	 


      

       

    

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    FORM
OF

    CERTIFICATE
OF DESIGNATIONS

    OF

    SERIES
R PARTICIPATING CUMULATIVE PREFERRED STOCK

    OF

    CITIGROUP
INC.

    


    Citigroup
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), in accordance
with the provisions of Section 151 of the General Corporation Law of the State
of Delaware thereof, does hereby certify:

    


    The board
of directors of the Corporation (the “Board of Directors”) or a duly
authorized committee of the Board of Directors, in accordance with the
certificate of incorporation and bylaws of the Corporation and applicable law,
adopted the following resolution on June 9, 2009 creating a series of preferred
stock of the Corporation from its blank check preferred stock authority
designated as “Series R
Preferred Stock”.

    


    RESOLVED,
that pursuant to the provisions of the certificate of incorporation and the
bylaws of the Corporation and applicable law, a series of preferred stock,
created from its blank check preferred stock authority, par value $1.00 per
share, of the Corporation be and hereby is created, and that the designation and
number of shares of such series, and the voting and other powers, preferences
and relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series, are as
follows:

    


    Section
1. Designation and Number of
Shares. The shares of such series shall be designated as “Series R
Participating Cumulative Preferred Stock” (the “Series R Preferred Stock”),
and the number of shares constituting such series shall be 28,000. Such number
of shares of the Series R Preferred Stock may be increased or decreased by
resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series R Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares issuable
upon exercise or conversion of outstanding rights, options or other securities
issued by the Corporation.

    


    Section
2. Dividends and
Distributions. (a) Subject to the prior and superior rights of the
holders of any shares of any class or series of stock of the Corporation ranking
prior and superior to the shares of Series R Preferred Stock with respect to
dividends, the holders of shares of Series R Preferred Stock, in preference to
the holders of shares of any class or series of stock of the

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Corporation
ranking junior to the Series R Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, regular quarterly dividends payable on
such dates each year as designated by the Board of Directors (each such date
being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of any share or fraction of a share of Series R Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of (i)
$1.00 and (ii) the Multiplier Number times the aggregate per share amount of all
cash dividends or other distributions and the Multiplier Number times the
aggregate per share amount of all non-cash dividends or other distributions
(other than (A) a dividend payable in shares of Common Stock, par value $0.01
per share, of the Corporation (the “Common Stock”) or (B) a subdivision
of the outstanding shares of Common Stock (by reclassification or
otherwise)), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be
1,000,000; provided that if, at any time
after June 9, 2009, there shall be any
change in the Common Stock, whether by reason of stock dividends, stock splits,
reverse stock splits, recapitalization, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin- offs, liquidations or
other similar changes in capitalization, or any distribution or issuance of
shares of its capital stock in a merger, share exchange, reclassification, or
change of the outstanding shares of Common Stock, then in each such event the
Board of Directors shall adjust the Multiplier Number to the extent appropriate
such that following such adjustment each share of Series R Preferred Stock shall
be in the same economic position as prior to such event.

    


    (b) The
Corporation shall declare a dividend or distribution on the Series R Preferred
Stock as provided in Section 2(a) immediately after it declares a dividend or
distribution on the Common Stock (other than as described in Sections
2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend
or distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment
Date, the period between the first issuance of any share or fraction of a share
of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a
dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

    


    (c) Dividends
shall begin to accrue and be cumulative on outstanding shares of Series R
Preferred Stock from the Quarterly Dividend Payment Date immediately preceding
the date of issuance of such shares of Series R Preferred Stock, unless the date
of issuance of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    shares
shall begin to accrue and be cumulative from the date of issue of such shares,
or unless the date of issue is a date after the record date for the
determination of holders of shares of Series R Preferred Stock entitled to
receive a quarterly dividend and on or before such Quarterly Dividend Payment
Date, in which case dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on shares of Series R Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series R Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall not be more
than 60 days prior to the date fixed for the payment thereof.

    


    Section
3. Voting Rights. In
addition to any other voting rights required by law, the holders of shares of
Series R Preferred Stock shall have the following voting rights:

    


    (a) Each
share of Series R Preferred Stock shall entitle the holder thereof to a number
of votes equal to the Multiplier Number on all matters submitted to a vote of
stockholders of the Corporation.

    


    (b) Except as
otherwise provided herein or by law, the holders of shares of Series R Preferred
Stock and the holders of shares of Common Stock shall vote together as a single
class on all matters submitted to a vote of stockholders of the
Corporation.

    


    (c) (i) If at
any time dividends on any Series R Preferred Stock shall be in arrears in an
amount equal to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a “default period”) which shall extend
until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly dividend
period on all shares of Series R Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default period, all
holders of Series R Preferred Stock and any other series of Preferred Stock then
entitled as a class to elect directors, voting together as a single class,
irrespective of series, shall have the right to elect two
Directors.

    


    (ii) During
any default period, such voting right of the holders of Series R Preferred Stock
may be exercised initially at a special meeting called pursuant to Section
3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders; provided that neither such
voting right nor the right of the holders of any other series of Preferred
Stock, if any, to increase, in certain cases, the authorized number of Directors
shall be exercised unless the holders of

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    10% in
number of shares of Preferred Stock outstanding shall be present in person or by
proxy. The absence of a quorum of holders of Common Stock shall not affect the
exercise by holders of Preferred Stock of such voting right. At any meeting at
which holders of Preferred Stock shall initially exercise such voting right,
they shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two
Directors or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series R
Preferred Stock.

    


    (iii) Unless
the holders of Preferred Stock shall have previously exercised their right to
elect Directors during an existing default period, the Board of Directors may
order, or any stockholder or stockholders owning in the aggregate not less than
10% of the total number of shares of Preferred Stock outstanding, irrespective
of series, may request, the calling of a special meeting of holders of Preferred
Stock, which meeting shall thereupon be called by the Chief Executive Officer, a
Vice President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Preferred Stock are entitled to vote
pursuant to this Section 3(c)(iii) shall be given to each holder of record of
Preferred Stock by mailing such notice to him at the address of such holder
shown on the registry books of the Corporation. Such meeting shall be called for
a time not earlier than 20 days and not later than 60 days after such order or
request or in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than 10% of the
total number of shares of Preferred Stock outstanding, irrespective of series.
Notwithstanding the provisions of this Section 3(c)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of stockholders.

     

    (iv) In any
default period, the holders of Common Stock, and other classes of stock of the
Corporation if applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall have exercised
their right to elect two Directors

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    voting as
a class, after the exercise of which right (x) the Directors so elected by the
holders of Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided in Section
3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this Section 3(c)
to Directors elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in clause (y)
of the foregoing sentence.

    


    (v)
Immediately upon the expiration of a default period, (x) the right of the
holders of Preferred Stock as a class to elect Directors shall cease, (y) the
term of any Directors elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of Directors shall be such number as may be
provided for in the certificate of incorporation or bylaws irrespective of any
increase made pursuant to the provisions of Section 3(c)(ii) (such number being
subject, however, to change thereafter in any manner provided by law or in the
certificate of incorporation or bylaws). Any vacancies in the Board of Directors
effected by the provisions of clauses (y) and (z) in the preceding sentence may
be filled by a majority of the remaining Directors.

    


    (d) The
certificate of incorporation of the Corporation shall not be amended in any
manner (whether by merger or otherwise) so as to adversely affect the powers,
preferences or special rights of the Series R Preferred Stock without the
affirmative vote of the holders of a majority of the outstanding shares of
Series R Preferred Stock, voting separately as a class.

    


    (e) Except as
otherwise expressly provided herein, holders of Series R Preferred Stock shall
have no special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

    


    Section
4. Certain
Restrictions. (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series R Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding shares of Series R
Preferred Stock shall have been paid in full, the Corporation shall
not:

    


    (i)
declare or pay dividends on, or make any other distributions on, any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding-up) to the Series R Preferred Stock;

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (ii) declare
or pay dividends on, or make any other distributions on, any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding-up) with the Series R Preferred Stock, except dividends paid ratably on
the Series R Preferred Stock and all such other parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

     

    (iii) redeem,
purchase or otherwise acquire for value any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding-up) to the
Series R Preferred Stock; provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding-up) to the Series R
Preferred Stock; or

     

    (iv) redeem,
purchase or otherwise acquire for value any shares of Series R Preferred Stock,
or any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Series R Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Series R Preferred Stock
and all such other parity stock upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

    


    (b) The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for value any shares of stock of the Corporation unless the
Corporation could, under paragraph 4(a), purchase or otherwise acquire such
shares at such time and in such manner.

    


    Section
5. Reacquired Shares.
Any shares of Series R Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired promptly after the
acquisition thereof. All such shares shall upon their retirement become
authorized but unissued shares of Preferred Stock without designation as to
series and may be reissued as part of a new series of Preferred Stock to be
created by the Board of Directors as permitted by the certificate of
incorporation of the Corporation or as otherwise permitted under Delaware
law.

    


    Section
6. Liquidation, Dissolution
and Winding-up. Upon any liquidation, dissolution or winding-up of the
Corporation, no distribution shall be made (a) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding-up) to the Series R Preferred Stock

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    unless,
prior thereto, the holders of shares of Series R Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
provided that the
holders of shares of Series R Preferred Stock shall be entitled to receive an aggregate
amount per share equal to (x) the Multiplier Number times (y) the aggregate
amount to be distributed per share to holders of Common Stock, or (b) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Series R Preferred Stock,
except distributions made ratably on the Series R Preferred Stock and all such
other parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or
winding-up.

    


    Section
7. Consolidation, Merger,
etc. If the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other
property, then in any such case the shares of Series R Preferred Stock shall at
the same time be similarly exchanged for or changed into an amount per share
equal to (x) the Multiplier Number times (y) the aggregate
amount of stock, securities, cash or any other property, as the case may be,
into which or for which each share of Common Stock is changed or
exchanged.

    


    Section
8. No Redemption. The
Series R Preferred Stock shall not be redeemable.

    


    Section
9. Rank. The Series R
Preferred Stock shall rank junior to all other series of the Preferred Stock as
to the payment of dividends and the distribution of assets upon liquidation,
dissolution and winding-up, unless the terms of such series shall specifically
provide otherwise, and shall rank senior to the Common Stock as to such
matters.

    


    Section
10. Fractional Shares.
Series R Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder’s fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series R Preferred
Stock.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of
the Corporation by its Treasurer and countersigned by an Assistant Secretary
this 9th day of June, 2009.

    
       

      
        	 	CITIGROUP
    INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:  
      

              	 	 
	 	 	Name: 
    	Eric Aboaf	 
	 	 	Title:	Treasurer	 


      

      
        
           

          
            	 	 	 	 
	 	 	 	 
	
                    By:  
      

                  	 	 
	 	Name: 
    	Michael J. Tarpley 	 
	 	Title:	Assistant
      Secretary	 


          

           

        

      

    

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    AS
SET FORTH IN THE RIGHTS PLAN, RIGHTS ISSUED OR TRANSFERRED TO, OR BENEFICIALLY
OWNED BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS PLAN), WHETHER CURRENTLY BENEFICIALLY OWNED BY OR ON
BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND
VOID.

    


    SUMMARY OF
TERMS

    


    CITIGROUP
INC.

    


    TAX
BENEFITS PRESERVATION PLAN

     

    
      	
              Purpose

            	
              The
      purpose of the Tax Benefits Preservation Plan (“Rights Plan”) described
      in this summary of terms is to preserve the value of the deferred tax
      assets (“Tax
      Benefits”) of Citigroup Inc. (the “Company”) for U.S.
      federal income tax purposes, in light of the recently-announced exchange
      offers with the U.S. Department of Treasury, certain private holders of
      the Company’s preferred stock and public holders of the Company’s
      preferred stock.

            
	 	 
	
              Form
      of Security

            	
              The
      Board of Directors has declared a dividend of one preferred stock purchase
      right for each outstanding share of the Company’s Common Stock and each
      outstanding one one-millionth of a share of Series M Stock, payable to
      holders of record as of the close of business on June 22, 2009 (each a
      “Right” and
      collectively, the “Rights”)

            
	 	 
	
              Exercise

            	
              Prior
      to a Distribution Date1, the Rights are not
      exercisable.

            


    

     

    
      

    

    
      1 Distribution Date means the earlier
of:

      


      
        
          	
                  
                  

                	
                  • 

                	
                  the
      10th business day after public announcement that any person or group has
      become an Acquiring Person;
and

                


        

      

      
        


        
          
            	
                    
                    

                  	
                    • 

                  	
                    the 10th business
      day after the date of the commencement of a tender or exchange offer by
      any person which would or could, if consummated, result in such person becoming
      an Acquiring Person, subject to extension by the Board of Directors of the
      Company.

                  


          

        

      

      
      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              After
      a Distribution Date, each Right is exercisable to purchase, for $20.00
      (the “Purchase
      Price”), one one-millionth of a share of Series R Participating
      Cumulative Preferred Stock, $1.00 par value per share, of the Company
      (“Preferred
      Stock”).

            
	 	 
	
              Flip-In

            	
              If
      any person or group (an “Acquiring Person”)
      becomes a “5-percent shareholder” (subject to certain exceptions described
      in the Plan), then on a Distribution Date, each Right (other than Rights
      beneficially owned by the Acquiring Person and certain affiliated persons)
      will entitle the holder to purchase, for the Purchase Price, a number of
      millionths of a share of Preferred Stock of the Company having a market
      value of twice the Purchase Price; provided that (i) none
      of the Company and certain affiliates of the Company shall be an Acquiring
      Person, (ii) none of the U.S. Government, its instrumentalities or
      agencies and certain of its wholly-owned entities shall be an Acquiring
      Person, (iii) none of certain existing “5-percent shareholders” (including
      certain persons who are “5-percent shareholders” following specified
      exchange offers with the Company) shall be an Acquiring Person unless and
      until any such “5-percent shareholder” increases its percentage stock
      ownership in the Company by more than one-quarter of one percentage point,
      (iv) none of certain other “grandfathered persons” (as described in the
      Rights Plan) shall be an Acquiring Person so long as any such
      “grandfathered person” satisfies the applicable requirements set forth in
      the Rights Plan; (v) no person or group who or which the Board determines,
      in its sole discretion, has inadvertently become a “5-percent shareholder”
      (or inadvertently failed to continue to qualify as a “grandfathered
      person”) shall be an Acquiring Person so long as such Person promptly
      enters into, and delivers to the Company, an irrevocable commitment
      promptly to divest, and thereafter promptly divests (without exercising or
      

            


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              retaining
      any power, including voting, with respect to such securities), sufficient
      securities of the Company so that such person’s (or such group’s)
      percentage stock ownership in the Company is less than 5-percent (or, in
      the case of any person or group that has inadvertently failed to qualify
      as a “grandfathered person,” the securities of the Company that caused
      such person or group to fail to qualify as a “grandfathered person”); (vi)
      no person or group that has become a “5-percent shareholder” shall be an
      Acquiring Person if the Board determines, in its sole discretion, that
      such person’s or group’s attainment of “5-percent shareholder” status has
      not jeopardized or endangered the Company’s utilization of the Tax
      Benefits; provided that such a
      person or group shall be an “Acquiring Person” if the Board, in its sole
      discretion, makes a contrary determination; (vii) no person or group who
      or which has become a “5-percent shareholder” (or failed to qualify as a
      “grandfathered person”) solely as a result of certain “in-kind
      distributions” shall be an Acquiring Person so long as such person or
      group satisfies the applicable requirements set forth in the Rights Plan;
      and (viii) an acquisition by a person or group of at least a majority of
      the Company’s Common Stock made by that person or group as part of an
      “qualified offer” (as defined in the Rights Plan) shall not result in any
      person or group becoming an Acquiring
Person.

            


    

    
      	 	 
	
              Exchange

            	
              At
      any time after any person has become an Acquiring Person (but before any
      person becomes the beneficial owner of 50% or more of the Company’s Common
      Stock), the Board may elect to exchange all or part of the Rights (other
      than the Rights beneficially owned by the Acquiring Person and certain
      affiliated persons) for one one-millionth of a share of Preferred Stock
      per Right, subject to adjustment.

            
	 	 
	
              Redemption

            	
              The
      Board of Directors may, at its option, redeem all, but not less than all,
      of the then outstanding Rights at a redemption price of $0.00001 per Right
      at any time prior to a Distribution
Date.

            


    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Expiration
      & Renewal

            	
              The
      Rights will expire on the date that is 36 months and one day after the
      date of adoption of the Rights Plan.

            
	 	 
	
              Amendments

            	
              At
      any time on or prior to a Distribution Date, the Company may, and the
      Rights Agent shall if the Company so directs, supplement or amend any
      provision of the Rights Plan without the approval of any holders of
      certificates representing shares of Common Stock.

            
	 	 
	 
      	
              After
      a Distribution Date, the Company may, and the Rights Agent shall if the
      Company so directs, supplement or amend the Rights Plan without the
      approval of any holders of Rights; provided, however, that
      no such supplement or amendment may (a) adversely affect the interests of
      the holders of Rights as such (other than an Acquiring Person), (b) cause
      this Rights Plan again to become amendable other than in accordance with
      this sentence or (c) cause the Rights again to become
      redeemable.

            
	 	 
	
              Shareholder
      Rights

            	
              Rights
      holders have no rights as a shareholder of the Company, including the
      right to vote and to receive dividends.

            
	 	 
	
              Antidilution
      Provisions

            	
              The
      Rights Plan includes antidilution provisions designed to prevent efforts
      to diminish the efficacy of the
Rights.

            


    

     

     

      
        

      

    

    
      A copy of
the Rights Plan has been filed with the Securities and Exchange Commission as an
Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Plan is
available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Plan, as amended from time to time, the complete terms
of which are hereby incorporated by reference.

      
        

      

       

    

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    [FORM
OF RIGHT CERTIFICATE]

     

    


     

    
      	No. R
      -   	
              [Number of]
      Rights

            


    

     

    NOT
EXERCISABLE AFTER THE EARLIER OF _____________, 20__ AND THE DATE ON WHICH THE
RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH IN
THE RIGHTS PLAN. AS SET FORTH IN THE RIGHTS PLAN, RIGHTS ISSUED TO, OR
BENEFICIALLY OWNED BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS PLAN), WHETHER CURRENTLY BENEFICIALLY OWNED
BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND
VOID.

    


    RIGHT
CERTIFICATE

    


    CITIGROUP
INC.

    


    This
Right Certificate certifies that ______________________, or registered assigns,
is the registered holder of the number of Rights set forth above, each of which
entitles the holder (upon the terms and subject to the conditions set forth in
the Rights Plan dated as of June 9, 2009 (the “Rights Plan”) between
Citigroup Inc., a Delaware corporation (the “Company”), and Computershare
Trust Company, N.A. (the “Rights Agent”)) to purchase
from the Company, at any time after a Distribution Date and prior to the
Expiration Date, one-millionth of a fully paid, nonassessable share of Series R
Participating Cumulative Preferred Stock (the “Preferred Stock”) of the
Company at a purchase price of $20.00 per one one-millionth of a share (the
“Purchase Price”),
payable in lawful money of the United States of America, upon surrender of this
Right Certificate, with the form of election to purchase and related certificate
duly executed, and payment of the Purchase Price at an office of the Rights
Agent designated for such purpose.

    


    Terms
used herein and not otherwise defined herein shall have the meanings given to
them in the Rights Plan.

    


    The
number of Rights evidenced by this Right Certificate (and the number and kind of
shares issuable upon exercise of each Right) and the Purchase Price set forth
above are as of June 9, 2009, and may have been or in the future be adjusted as
a result of the occurrence of certain events, as more fully provided in the
Rights Plan.

    


    If the
Rights evidenced by this Right Certificate are Beneficially Owned by an
Acquiring Person after an Acquiring Person has become such, such
Rights

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    shall
become null and void without any further action, and no holder hereof shall have
any rights whatsoever with respect to such Rights. If the Rights evidenced by
this Right Certificate are beneficially owned by (a) a transferee of Rights
Beneficially Owned by such Acquiring Person who (i) becomes a transferee after a
Stock Acquisition Date or (ii) becomes a transferee prior to or concurrently
with a Stock Acquisition Date and receives such Rights (A) with actual knowledge
that the transferor is or was an Acquiring Person or (B) pursuant to either (I)
a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (II) a transfer which is part of a plan,
arrangement or understanding which has as a primary purpose or effect the
avoidance of these transfer restrictions, such Rights shall become null and void
without any further action, and no holder hereof shall have any rights
whatsoever with respect to such Rights.

    


    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Plan, which terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Rights Plan reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Right Certificates, which limitations of rights include
the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Plan.

    


    At any
time after a Distribution Date and prior to the Expiration Date, any Right
Certificate or Certificates may, upon the terms and subject to the conditions
set forth below in the Rights Plan, be transferred or exchanged for another
Right Certificate or Certificates evidencing a like number of Rights as the
Right Certificate or Certificates surrendered. Any registered holder desiring to
transfer or exchange any Right Certificate or Certificates shall surrender such
Right Certificate or Certificates (with, in the case of a transfer, the form of
assignment and certificate on the reverse side thereof duly executed) to the
Rights Agent at the principal office or offices of the Rights Agent designated
for such purpose.

    


    Subject
to the provisions of the Rights Plan, the Board of Directors of the Company may,
at its option,

    


    (a) at any
time on or prior to a Distribution Date redeem all but not less than all of the
then outstanding Rights at a redemption price of $0.00001 per Right, as may be
adjusted pursuant to the Rights Plan; or

     

    (b) at any
time after a Distribution Date exchange all or part of the then outstanding
Rights (which shall not include Rights that have become void pursuant to Section
6(e)) for fractional shares of Preferred

    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    Stock at
an exchange ratio of one millionth of a share of Preferred Stock per Right, as
may be adjusted pursuant to the Rights Plan. If the Rights shall be exchanged in
part, the holder of this Right Certificate shall be entitled to receive upon
surrender hereof another Right Certificate or Certificates for the number of
whole Rights not exchanged.

    


    The
Company shall not be required to issue fractions of shares of Preferred Stock
(other than fractions which are multiples of one one-millionth of a share of
Preferred Stock) upon the exercise of the Rights or to distribute certificates
which evidence fractional shares of Preferred Stock (other than fractions which
are multiples of one one-millionth of a share of Preferred Stock). In lieu of
any such fractional shares of Preferred Stock, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised
an amount in cash equal to the same fraction of the current market price of one
one-millionth of a share of Preferred Stock. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Right Certificate or Certificates for the number of whole Rights not
exercised.

    


    No holder
of this Right Certificate shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of the shares of capital stock which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Plan or herein be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company (including any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Plan), to receive dividends or subscription rights, or
otherwise) until the Right or Rights evidenced by this Right Certificate shall
have been exercised as provided in the Rights Plan.

    


    This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

    


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal by its authorized officers.

    


    Dated as
of _____________________, 20__

    
      
         

        
          	 	CITIGROUP
    INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  By:  
      

                	 	 
	 	 	Name: 
    	 	 
	 	 	Title:	 	 


        

        
          
             

            
              [SEAL]

              


              Attest:

               

            

            
              	 	 	 	 
	 	 	 	 
	
                      By:  
      

                    	 	 
	 	Name: 
    	 	 
	 	Title:	Secretary	 


            

             

          

        

      


    Countersigned:

    


    COMPUTERSHARE
TRUST

    COMPANY,
N.A.

    as Rights
Agent

     

    
      
        	 	 	 	 
	 	 	 	 
	
                By:  
      

              	 	 
	 	Name: 
    	Thomas Grayman	 
	 	Title:	Regional Vice
      President	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

Form of
Reverse Side of Right Certificate

    


    FORM
OF ASSIGNMENT

    


    (To be
executed if the registered holder desires to transfer the Right
Certificate.)

     

    
    

     

    
      	FOR VALUE
      RECEIVED  	 


    

    
       

      
        	
                hereby
      sells, assigns and transfers unto   

              	 


      

      
        
           

          
            	 


          

          (Please
print name and address of transferee)

        

      

    

    
      
         

        
          	 


        

         

      

    

    this
Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ______________________ Attorney, to
transfer the within Right Certificate on the books of the within named Company,
with full power of substitution.

    


    Dated:
_____________________, 20__

    


    
       

      
        	
                
                

              	 
	 	Signature


      

       

    

     

    Medallion
Signature Guaranteed:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE

    


    The
undersigned hereby certifies by checking the appropriate boxes
that:

    


    (1) the
Rights evidenced by this Right Certificate ___are ___are not Beneficially Owned
by an Acquiring Person and ___are ___are not being assigned by or on behalf of a
Person who is or was an Acquiring Person (as such terms are defined in the
Rights Plan); and

    


    
      (2)  after due
inquiry and to the best knowledge of the undersigned, it ___ did
___ did not acquire the Rights evidenced by this Right Certificate from any
Person who is, was or became an Acquiring Person.

    

    


    Dated:
__________, 20 __

    
      
         

        
          	
                  
                  

                	 
	 	Signature


        

         

      

       

        
          

        

      

    

     

    The
signatures to the foregoing Assignment and Certificate must correspond to the
name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.

    


    
      
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FORM
OF ELECTION TO PURCHASE

     

    (To be
executed if the registered holder desires to exercise Rights represented by the
Right Certificate.)

    


    To:      Citigroup
Inc.

    


    The
undersigned hereby irrevocably elects to exercise ____________ Rights
represented by this Right Certificate to purchase shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such securities be issued in the name
of and delivered to:

     

    
      	
              Please
      insert social security or other identifying
    number  

            	 


    

    
      
        
           

          
            	 


          

        

      

    

    (Please
print name and address)

    
       

      
        	 


      

    

     

    If such
number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

    
       

      
        	
                Please
      insert social security or other identifying
    number  

              	 


      

       

      
        
          
            	 


          

        

      

    

    (Please
print name and address)

    
       

      
        	 


      



    Dated:
_____________________, 20__

    
       

      
        	
                
                

              	 
	 	Signature


      

       

    

    Medallion
Signature Guaranteed:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE

    


    The
undersigned hereby certifies by checking the appropriate boxes
that:

    


    (1) the
Rights evidenced by this Right Certificate ___are ___are not Beneficially Owned
by an Acquiring Person and ___are ___are not being exercised by or on behalf of
a Person who is or was an Acquiring Person (as such terms are defined in the
Rights Plan); and

    


    
      (2)  after due
inquiry and to the best knowledge of the undersigned, it ___did
___ did not acquire the Rights evidenced by this Right Certificate from any
Person who is, was or became an Acquiring Person.

    

    


    Dated:
__________, 20 __

    
       

      
        	
                
                

              	 
	 	Signature


      



    
      

    

     

    The
signature to the foregoing Election to Purchase and Certificate must correspond
to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change
whatsoever.