exv4w01





Ex. 4.01



 


CITIGROUP INC.




TO




THE BANK OF NEW YORK MELLON




Trustee




 






INDENTURE




Dated as of July 30, 2009




 






Providing for the issuance of Junior Subordinated Debt Securities




 





 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions And Other Provisions of General Application
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Compliance Certificates and Opinions
	 	 	9	 
	Section 1.3 Form of Documents Delivered to Trustee
	 	 	10	 
	Section 1.4 Acts of Holders; Record Dates
	 	 	11	 
	Section 1.5 Notices, Etc., to Trustee and Company
	 	 	11	 
	Section 1.6 Notice to Holders; Waiver
	 	 	12	 
	Section 1.7 Trust Indenture Act
	 	 	12	 
	Section 1.8 Effect of Headings and Table of Contents
	 	 	13	 
	Section 1.9 Successors and Assigns
	 	 	13	 
	Section 1.10 Separability Clause
	 	 	13	 
	Section 1.11 Benefits of Indenture
	 	 	13	 
	Section 1.12 Governing Law; Waiver of Trial by Jury
	 	 	13	 
	Section 1.13 Legal Holidays
	 	 	13	 
	Section 1.14 Tax Characterization
	 	 	14	 
	 
	 	 	 	 
	ARTICLE II Security Forms
	 	 	14	 
	Section 2.1 Forms Generally
	 	 	14	 
	Section 2.2 Form of Face of Security
	 	 	14	 
	Section 2.3 Form of Reverse of Security
	 	 	18	 
	Section 2.4 Form of Trustee’s Certificate of Authentication
	 	 	22	 
	 
	 	 	 	 
	ARTICLE III The Securities
	 	 	22	 
	Section 3.1 Amount Unlimited; Issuable in Series
	 	 	22	 
	Section 3.2 Denominations
	 	 	24	 
	Section 3.3 Execution, Authentication, Delivery and Dating
	 	 	24	 
	Section 3.4 Temporary Securities
	 	 	25	 
	Section 3.5 Registration, Registration of Transfer and Exchange
	 	 	26	 
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	Section 3.7 Payment of Interest; Interest Rights Preserved
	 	 	28	 
	Section 3.8 Persons Deemed Owners
	 	 	29	 
	Section 3.9 Cancellation
	 	 	30	 
	Section 3.10 Interest
	 	 	30	 
	Section 3.11 Form and Payment
	 	 	31	 
	Section 3.12 Global Securities
	 	 	31	 
	Section 3.13 CUSIP Numbers
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IV Satisfaction And Discharge; Defeasance
	 	 	33	 
	Section 4.1 Satisfaction and Discharge of Indenture
	 	 	33	 
	Section 4.2 Defeasance and Discharge
	 	 	34	 
	Section 4.3 Covenant Defeasance
	 	 	35	 
	Section 4.4 Conditions to Defeasance or Covenant Defeasance
	 	 	35	 






i









 






	 	 	 	 	 
	 	 	Page
	Section 4.5 Application of Trust Money
	 	 	36	 
	Section 4.6 Indemnity for U.S. Government Obligations
	 	 	37	 
	Section 4.7 Reinstatement
	 	 	37	 
	 
	 	 	 	 
	ARTICLE V Remedies
	 	 	37	 
	Section 5.1 Events of Default
	 	 	37	 
	Section 5.2 Acceleration of Maturity
	 	 	38	 
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	39	 
	Section 5.4 Trustee to File Claims As Attorney-In-Fact
	 	 	40	 
	Section 5.5 Application of Money Collected
	 	 	41	 
	Section 5.6 Control by Holders; Waiver of Past Default
	 	 	41	 
	Section 5.7 Limitation on Suits; Default
	 	 	42	 
	Section 5.8 Costs and Attorneys’ Fees in Legal Proceedings
	 	 	44	 
	Section 5.9 Remedies Cumulative
	 	 	45	 
	Section 5.10 Waiver of Stay or Extension Laws
	 	 	45	 
	 
	 	 	 	 
	ARTICLE VI The Trustee
	 	 	45	 
	Section 6.1 Certain Duties and Responsibilities
	 	 	45	 
	Section 6.2 Notice of Defaults
	 	 	46	 
	Section 6.3 Certain Rights of Trustee
	 	 	47	 
	Section 6.4 Not Responsible for Recitals or Issuance of Securities
	 	 	48	 
	Section 6.5 May Hold Securities
	 	 	49	 
	Section 6.6 Money Held in Trust
	 	 	49	 
	Section 6.7 Compensation and Reimbursement
	 	 	49	 
	Section 6.8 Disqualification; Conflicting Interests
	 	 	50	 
	Section 6.9 Corporate Trustee Required; Eligibility
	 	 	50	 
	Section 6.10 Resignation and Removal; Appointment of Successor
	 	 	50	 
	Section 6.11 Acceptance of Appointment by Successor
	 	 	52	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	53	 
	Section 6.13 Preferential Collection of Claims Against Company
	 	 	53	 
	Section 6.14 Appointment of Authenticating Agent
	 	 	53	 
	 
	 	 	 	 
	ARTICLE VII Holders Lists and Reports by Trustee and Company
	 	 	55	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
	 	 	55	 
	Section 7.2 Preservation of Information; Communications to Holders
	 	 	55	 
	Section 7.3 Reports by Trustee
	 	 	56	 
	Section 7.4 Reports by Company
	 	 	56	 
	Section 7.5 Officers’ Certificate as to Events of Default
	 	 	57	 
	 
	 	 	 	 
	ARTICLE VIII Consolidation, Merger, Conveyance, Transfer Or Lease
	 	 	57	 
	Section 8.1 Company May Consolidate, Etc., Only on Certain Terms
	 	 	57	 






ii









 






	 	 	 	 	 
	 	 	Page
	Section 8.2 Successor Corporation Substituted
	 	 	57	 
	 
	 	 	 	 
	ARTICLE IX Supplemental Indentures
	 	 	58	 
	Section 9.1 Supplemental Indentures Without Consent of Holders
	 	 	58	 
	Section 9.2 Supplemental Indentures with Consent of Holders
	 	 	59	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	60	 
	Section 9.4 Effect of Supplemental Indentures
	 	 	60	 
	Section 9.5 Conformity with Trust Indenture Act
	 	 	60	 
	Section 9.6 Reference in Securities to Supplemental Indentures
	 	 	60	 
	 
	 	 	 	 
	ARTICLE X Covenants
	 	 	61	 
	Section 10.1 Payment of Principal, Premium and Interest
	 	 	61	 
	Section 10.2 Maintenance of Office or Agency
	 	 	61	 
	Section 10.3 Money for Securities Payments to Be Held in Trust
	 	 	61	 
	Section 10.4 Statement by Officers as to Default
	 	 	63	 
	Section 10.5 Covenants as to Citigroup Trusts
	 	 	63	 
	Section 10.6 Payment of Expenses
	 	 	63	 
	Section 10.7 Listing on an Exchange
	 	 	64	 
	Section 10.8 Future Issuance of Securities under this Indenture
	 	 	64	 
	 
	 	 	 	 
	ARTICLE XI Redemption Of Securities
	 	 	65	 
	Section 11.1 Applicability of Article; Federal Reserve Approval
	 	 	65	 
	Section 11.2 Election to Redeem; Notice to Trustee
	 	 	65	 
	Section 11.3 Selection by Trustee of Securities to Be Redeemed
	 	 	66	 
	Section 11.4 Notice of Redemption
	 	 	66	 
	Section 11.5 Deposit of Redemption Price
	 	 	67	 
	Section 11.6 Securities Payable on Redemption Date
	 	 	67	 
	Section 11.7 Securities Redeemed in Part
	 	 	67	 
	 
	 	 	 	 
	ARTICLE XII Sinking Funds
	 	 	68	 
	Section 12.1 Applicability of Article
	 	 	68	 
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities
	 	 	68	 
	Section 12.3 Redemption of Securities for Sinking Fund
	 	 	68	 
	 
	 	 	 	 
	ARTICLE XIII Extension Of Interest Payment Period
	 	 	69	 
	Section 13.1 Extension of Interest Payment Period
	 	 	69	 
	Section 13.2 Notice of Extension
	 	 	69	 
	Section 13.3 Limitation of Transactions
	 	 	70	 
	 
	 	 	 	 
	ARTICLE XIV Subordination Of Securities
	 	 	71	 
	Section 14.1 Agreement to Subordinate
	 	 	71	 
	Section 14.2 Default on Senior Indebtedness
	 	 	71	 
	Section 14.3 Liquidation; Dissolution; Bankruptcy
	 	 	72	 
	Section 14.4 Subrogation
	 	 	73	 
	Section 14.5 Trustee to Effectuate Subordination
	 	 	74	 
	Section 14.6 Notice by the Company
	 	 	74	 
	Section 14.7 Rights of the Trustee; Holders of Senior Indebtedness
	 	 	75	 






iii









 






	 	 	 	 	 
	 	 	Page
	Section 14.8 Subordination May Not Be Impaired
	 	 	76	 
	Section 14.9 Trustee’s Compensation Not Prejudiced
	 	 	76	 
	 
	 	 	 	 
	ARTICLE XV Miscellaneous
	 	 	76	 
	Section 15.1 Acknowledgement of Rights
	 	 	76	 
	Section 15.2 Counterparts
	 	 	77	 






	 	 	 
	Exhibit A

	 	Form of Transfer Certificate
	Exhibit B

	 	Form of Rule 144A Transfer Certificate






iv









 






INDEX OF TERMS




	 	 	 	 	 
	 	 	Page
	1996 Junior Subordinated Debt Indenture
	 	 	2	 
	2004 Junior Subordinated Debt Indenture
	 	 	2	 
	Act
	 	 	2	 
	Additional Interest
	 	 	2	 
	Affiliate
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Book Entry Interest
	 	 	2	 
	Business Day
	 	 	2	 
	Citigroup Trust
	 	 	3	 
	Citigroup Trust Preferred Trust
	 	 	3	 
	Commission
	 	 	3	 
	Common Securities
	 	 	3	 
	Company
	 	 	1	 
	Company Order
	 	 	3	 
	Company Request
	 	 	3	 
	Compounded Interest
	 	 	3	 
	Corporate Trust Office
	 	 	3	 
	Coupon Rate
	 	 	3	 
	Covenant Defeasance
	 	 	3	 
	Declaration
	 	 	3	 
	Defaulted Interest
	 	 	4	 
	Defeasance
	 	 	4	 
	Deferred Interest
	 	 	4	 
	Delaware Trustee
	 	 	4	 
	Depositary
	 	 	4	 
	Direct Action
	 	 	4	 
	Dissolution Event
	 	 	4	 
	Distributions
	 	 	4	 
	Event of Default
	 	 	4	 
	Exchange Act
	 	 	4	 
	Extended Interest Payment Period
	 	 	4	 
	Floating or Adjustable Rate Provision
	 	 	4	 
	Floating or Adjustable Rate Security
	 	 	4	 
	generally accepted accounting principles
	 	 	1	 
	Global Security
	 	 	5	 
	Holder
	 	 	5	 
	Indenture
	 	 	5	 
	Institutional Trustee
	 	 	5	 
	Interest Payment Date
	 	 	5	 
	mandatory sinking fund
	 	 	19	 
	mandatory sinking fund payment
	 	 	69	 






v









 







	 	 	 	 	 
	 	 	Page
	Maturity
	 	 	5	 
	Non Book-Entry Preferred Securities
	 	 	5	 
	Officers’ Certificate
	 	 	5	 
	Opinion of Counsel
	 	 	5	 
	Optional Redemption
	 	 	18	 
	Optional Redemption Price
	 	 	19	 
	optional sinking fund payment
	 	 	69	 
	Outstanding
	 	 	5	 
	Paying Agent
	 	 	6	 
	Person
	 	 	6	 
	Place of Payment
	 	 	6	 
	Predecessor Security
	 	 	6	 
	Preferred Securities
	 	 	7	 
	Preferred Security Certificate
	 	 	7	 
	Private Placement Legend
	 	 	7	 
	Redemption Date
	 	 	7	 
	Redemption Option Date
	 	 	7	 
	Redemption Price
	 	 	7	 
	Regular Record Date
	 	 	7	 
	Regular Trustees
	 	 	7	 
	Responsible Officer
	 	 	7	 
	Securities
	 	 	1, 7	 
	Securities Act
	 	 	7	 
	Security Beneficial Owner
	 	 	7	 
	Security Register
	 	 	7	 
	Security Registrar
	 	 	7	 
	Senior Indebtedness
	 	 	8	 
	Special Event
	 	 	8	 
	Special Record Date
	 	 	8	 
	Stated Maturity
	 	 	8	 
	TARP
	 	 	9	 
	Tax Event
	 	 	9	 
	Tax Event Opinion
	 	 	9	 
	Transfer Certification
	 	 	9	 
	Transfer Opinion
	 	 	9	 
	Trust Indenture Act
	 	 	9	 
	Trust Securities
	 	 	9	 
	Trustee
	 	 	1	 
	U.S. Government
	 	 	9	 
	U.S. Government Obligations
	 	 	9	 
	Underwriting Agreement
	 	 	9	 
	Vice President
	 	 	9	 







vi









 









Citigroup Inc.




Reconciliation and tie between Trust Indenture Act and

Indenture, dated as of July 30, 2009




	 	 	 
	Trust Indenture Act Section	 	Indenture Section  
	§ 310 (b) 
	 	6.8,
6.10(d)(1)

	§ 311 (a) 
	 	6.13

	 (b)
	 	6.13,
7.3(a)(3)

	§ 312 (b)
	 	7.2

	 (c)
	 	7.2

	§ 316 (a)
	 	1.7(a), 1.7(b)









 




			
	
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.




vii









 










     INDENTURE, dated as of July 30, 2009, between CITIGROUP INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”), having its
principal office at 399 Park Avenue, New York, New York 10043, and THE BANK OF NEW YORK MELLON, a
New York banking corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the “Trustee”).



Recitals of the Company




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured junior subordinated debentures, notes or other
evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as
in this Indenture provided.



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:



ARTICLE I




Definitions And Other Provisions

of General Application




Section 1.1 Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




     (1) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;




     (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as otherwise
herein expressly provided, the term “generally accepted accounting principles” with respect
to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted at the date of such computation; and



1









 






     (4) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.



     Certain terms, used principally in Article Six, are defined in that Article.



     “1996 Junior Subordinated Debt Indenture” means the indenture dated as of October 7, 1996
between the Company (formerly known as Travelers Group Inc.) and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee, as supplemented.



     “2004 Junior Subordinated Debt Indenture” means the indenture dated as of July 23, 2004
between the Company and The Bank of New York Mellon (as successor trustee), as the same has been or
may be amended, modified, or supplemented from time to time.



     “Act” when used with respect to any Holder, has the meaning specified in Section 1.4.



     “Additional Interest” has the meaning specified in Section 3.10(c).



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors or by a duly
authorized committee of the Board of Directors and to be in full force and effect on the date of
such certification, and delivered to the Trustee.



     “Book Entry Interest” means a beneficial interest in a Global Security, ownership of which
shall be maintained and transfers of which shall be made through book entries by the Depositary.



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



2









 





     “Citigroup Trust” means Citigroup Capital XXXIII, a Delaware statutory trust, or any other
similar trust created for the purpose of issuing preferred securities in connection with the
issuances of Securities under this Indenture.



     “Citigroup Trust Preferred Trust” means each of Citigroup Capital III, Citigroup Capital VII,
Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup
Capital XII and Citigroup Capital XIII, each a Delaware statutory trust, or any other similar trust
created for the purpose of issuing preferred securities in connection with the issuance of
Securities under the 1996 Junior Subordinated Debt Indenture or the 2004 Junior Subordinated Debt
Indenture.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.



     “Common Securities” means undivided beneficial interests in the assets of a Citigroup Trust
which rank, except upon the occurrence and continuation of an Event of Default, pari passu with
Preferred Securities issued by such Citigroup Trust.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor corporation.



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by the Chief Executive Officer, the Chairman of the Board, the Chief Administrative
Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, or a member of the Funding Committee of the
Company, and by its General Counsel and Corporate Secretary, or any Assistant Secretary of the
Company, and delivered to the Trustee.



     “Compounded Interest” has the meaning specified in Section 13.1.



     “Corporate Trust Office” means the office of the Trustee in the City of New York, New York at
which at any particular time its corporate trust business shall be principally administered, which
at the date hereof is located at 101 Barclay Street — 8W, New York, New York 10286, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company.



     “Coupon Rate” has the meaning specified in Section 3.10(a).



     “Covenant Defeasance” has the meaning specified in Section 4.3.



     “Declaration” means, with respect to a Citigroup Trust, the amended and restated declaration
of trust or any other governing instrument of such Citigroup Trust.



3









 





     “Default” has the meaning specified in Section 5.7.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Defeasance” has the meaning specified in Section 4.2.



     “Deferred Interest” has the meaning specified in Section 13.1.



     “Delaware Trustee” has the meaning specified in the Declaration of the applicable Citigroup
Trust.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 3.1.



     “Direct Action” has the meaning specified in Section 15.1.



     “Dissolution Event” means, with respect to a Citigroup Trust, that as a result of the
occurrence and continuation of an event set forth in the Declaration of that Citigroup Trust, such
Citigroup Trust is to be dissolved in accordance with its Declaration.



     “Distributions” on Trust Securities of a Citigroup Trust has the meaning set forth in the
Declaration of such Citigroup Trust.



     “Event of Default” has the meaning specified in Section 5.1.



     “Exchange Act” means the Securities Exchange Act of 1934 as amended from time to time, and any
successor legislation.



     “Extended Interest Payment Period” has the meaning specified in Section 13.1.



     “Federal Reserve” means either or both of the Board of Governors of the Federal Reserve System
and the Federal Reserve Bank of New York, or its successor as the Company’s primary federal banking
regulator.



     “Floating or Adjustable Rate Provision” means a formula or provision, specified in a Board
Resolution or an indenture supplemental hereto, providing for the determination, whether pursuant
to objective factors or pursuant to the sole discretion of any Person (including the Company), and
periodic adjustment of the interest rate per annum borne by a Floating or Adjustable Rate Security.



     “Floating or Adjustable Rate Security” means any Security which provides for interest to be
payable thereon at a rate per annum that may vary from time to time over the term thereof in
accordance with a Floating or Adjustable Rate Provision.



4









 






     “Global Security” means a Security that evidences all or part of the Securities of any series
and is authenticated and delivered to, and registered in the name of, the Depositary for such
Securities or a nominee thereof.



     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.1.



     “Institutional Trustee” has the meaning set forth in the Declaration of the applicable
Citigroup Trust.



     “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.



     “Maturity,” when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Non Book-Entry Preferred Securities” has the meaning specified in Section 3.12(a)(ii).



     “Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the
Chairman of the Board, the Chief Administrative Officer, any Vice Chairman, the Chief Financial
Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, or a
member of the Funding Committee of the Company, and by its General Counsel and Corporate Secretary,
or any

 Assistant Secretary of the Company, and delivered to the Trustee. The officer signing an
Officers’ Certificate pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Issuer or the Company, as the case may be.




     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company.



     “Outstanding,” when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:



               (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;



               (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if



5









 





the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made; and




               (iii) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to Section 3.6, other than
any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a protected purchaser in whose hands such
Securities are valid obligations of the Company;


provided that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or
(subject to Section 1.7) any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding; provided, however, that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded and provided, further, that Securities held by the Institutional Trustee
for the benefit of the holders of the Trust Securities shall not be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of (or premium,
if any) or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the Securities of that series
are payable as specified as contemplated by Section 3.1.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



6









 





     “Preferred Securities” means undivided beneficial interests in the assets of a Citigroup Trust
which rank, except upon the occurrence and continuation of an Event of Default, pari passu with
Common Securities issued by such Citigroup Trust.



     “Preferred Security Certificate” has the meaning specified in the Declaration of the
applicable Citigroup Trust.



     “Private Placement Legend” has the meaning set forth in Section 2.2.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



     “Redemption Option Date” means, with respect to a series of Securities, the date specified as
contemplated by Section 3.1 on or after which, from time to time, the Company, at its option, may
redeem such series of Securities in whole or in part.



     “Redemption Price,” when used with respect to any Security to be redeemed, means such
percentage of the principal amount of such Security that is specified pursuant to Section 3.1 plus
any accrued and unpaid interest thereon to the date of redemption.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified as such pursuant to Section 3.1.



     “Regular Trustees” has the meaning set forth in the Declaration of the applicable Citigroup
Trust.



     “Responsible Officer” means, with respect to the Trustee, any officer within the Corporate
Trust Office of the Trustee having direct responsibility for the administration of this Indenture
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer’s knowledge of and familiarity with the particular
subject.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, or any
successor legislation.



     “Security Beneficial Owner” means, with respect to a Book Entry Interest, a person who is the
beneficial owner of such Book Entry Interest, as reflected on the books of the Depositary, or on
the books of a Person maintaining an account with such Depositary (directly as a Depositary
participant or as an indirect participant, in each case in accordance with the rules of the
Depositary).



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.5.



7









 





     “Senior Indebtedness” means with respect to the Company: (i) the principal, premium, if any,
and interest in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness
evidenced by securities, notes, debentures, bonds or other similar instruments issued by the
Company, including, without limitation, all indebtedness (whether now or hereafter outstanding)
issued under the senior debt indenture, dated as of March 15, 1987, between the Company and The
Bank of New York Mellon (as successor trustee), as the same has been or may be amended, modified or
supplemented from time to time, and the Indenture, dated as of April 12, 2001, between the Company
and The Bank of New York Mellon (as successor trustee), as the same has been or may be amended,
modified or supplemented from time to time; (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase price of property,
all conditional sale obligations of the Company and all obligations of the Company under any
conditional sale or title retention agreement (but excluding trade accounts payable in the ordinary
course of business); (iv) all obligations, contingent or otherwise, of the Company in respect of
any letters of credit, banker’s acceptance, security purchase facilities and similar credit
transactions; (v) all obligations of the Company in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap agreements, currency future or
option contracts and other similar agreements; (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons for the payment of which the Company is responsible or
liable as obligor, guarantor or otherwise (“guarantees”); and (vii) all obligations of the type
referred to in clauses (i) through (vi) of other Persons secured by any lien on any property or
asset of the Company (whether or not such obligation is assumed by the Company), except that Senior
Indebtedness does not include obligations in respect of (1) any indebtedness
issued under this Indenture; (2) any indebtedness issued to a Citigroup Trust Preferred Trust
under (x) the 1996 Junior Subordinated Debt Indenture or (y) the 2004 Junior Subordinated Debt
Indenture; (3) any guarantee entered into by the Company in respect of any preferred securities,
capital securities or preference stock of a Citigroup Trust or a Citigroup Trust Preferred Trust;
or (4) any indebtedness or any guarantee that is by its terms subordinated to, or ranks equally
with, the Securities and the issuance of which, in the case of this clause (4) only, (x) has
received the concurrence or approval of the Federal Reserve or its staff or (y) does not at the
time of issuance prevent the Securities from qualifying for tier 1 capital treatment (irrespective
of any limits on the amount of the Company’s tier 1 capital) under applicable capital adequacy
guidelines, regulations, policies, published interpretations, or any applicable concurrence or
approval of the Federal Reserve or its staff.



     “Special Event,” with respect to a Citigroup Trust, has the meaning specified in the
Declaration of such Citigroup Trust. 



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable.



8









 






     “TARP” means the Troubled Asset Relief Program established under Section 101 of the Emergency
Economic Stabilization Act of 2008.



     “Tax Event,” with respect to a Citigroup Trust, has the meaning set forth in the Declaration
of the applicable Citigroup Trust.



     “Tax Event Opinion,” with respect to a Citigroup Trust, has the meaning set forth in the
Declaration of the applicable Citigroup Trust.



     “Transfer Certification”has the meaning set forth in Section 3.5.



     “Transfer Opinion” has the meaning set forth in Section 3.5.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as in force at the date as of
which this instrument was executed, except as provided in Section 9.5.



     “Trust Securities” means Common Securities and Preferred Securities of any Citigroup Trust.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable

 provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean the Trustee with respect to Securities
of that series.




     “Underwriting Agreement” has the meaning set forth in the Declaration of the applicable
Citigroup Trust.



     “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 of America or any instrumentality or agency thereof.



     “U.S. Government Obligations” has the meaning specified in Section 4.4.



     “Vice President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president” and, with respect to the Company, any officer designated by the Board of Directors
as having the authority of a vice president under the Bylaws of the Company.



Section 1.2 Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this



9









 







Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the Officers’ Certificate required by Section 10.4) shall
include,




     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied
with; and




     (4) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



Section 1.3 Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous.



10









 





     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



Section 1.4 Acts of Holders; Record Dates.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders shall be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.



     (c) The ownership of Securities shall be proved by the Security Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



Section 1.5 Notices, Etc., to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust



11









 








Administration; provided, however, that
such instrument will be considered properly given if submitted in an electronic format
acceptable to the Trustee, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company; provided, however, that such
instrument will be considered properly given if submitted in an electronic format
acceptable to the Company.



Section 1.6 Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



Section 1.7 Trust Indenture Act.



     (a) Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a
matter of contract to this Indenture for purposes of interpretation, construction and defining the
rights and obligations hereunder, and this Indenture, the Company and the Trustee shall be deemed
for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent
as would be the case if this Indenture were qualified under that Act on the date of this Indenture;
provided, however, that Securities held by the U.S. Government shall not be disregarded under the
terms of the final paragraph of Section 316(a) of the Trust Indenture Act.



     (b) Upon and following qualification of this Indenture as an indenture under the Trust
Indenture Act, this Indenture shall be subject to the provisions of the Trust Indenture Act that
are required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions, subject to any applicable exemptive order



12









 







issued by the Commission, including any such
order addressing the final paragraph of Section 316(a) of the Trust Indenture Act.



Section 1.8 Effect of Headings and Table of Contents.




     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



Section 1.9 Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.



Section 1.10 Separability Clause.




     In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



Section 1.11 Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of Senior Indebtedness
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 1.12 Governing Law; Waiver of Trial by Jury.




     This Indenture and the Securities shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York, and all rights and remedies shall be governed
by such laws without regard for the principles of its conflicts of laws. EACH OF THE COMPANY AND
THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



Section 1.13 Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be, except that, if such Business Day is in the next succeeding calendar



13









 







year, such
payment shall be made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.



Section 1.14 Tax Characterization.




     The Company, the Trustee and each Holder of a Security (by acceptance thereof) agrees to treat
the Securities as debt instruments for United States federal, state and local income and franchise
tax purposes and agrees not to take any contrary position before any taxing authority or on any tax
return unless otherwise required by law.



ARTICLE II




Security Forms




Section 2.1 Forms Generally.




     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.



     The Trustee’s certificates of authentication shall be in substantially the form set forth in
this Article.



     The definitive Securities may be produced in any manner as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.



Section 2.2 Form of Face of Security.




     [If the Security is to be a Global Security, insert: This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name
of a person other than the Depositary or its nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary) may be registered except in limited circumstances.



14









 





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



     [If the Security is issued pursuant to an exemption from registration under the Securities
Act, insert a legend substantially to the following effect (the “Private Placement Legend”), unless
the Company shall determine, in accordance with applicable law, that such legend is inapplicable.
If a Security that includes such legend (i) becomes registered under the Securities Act or (ii) is
eligible to be transferred without restriction
in accordance with Rule 144 or another exemption from registration under the Securities Act
(other than Rule 144A), it shall be exchanged upon surrender in accordance with Section 3.5 at the
option of the Holder for a Security that does not include such legend:



     THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.]



15









 






No.                     




CITIGROUP INC.




[Insert title of series of Security]




     CITIGROUP INC., a Delaware corporation (the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to
                     or registered assigns, the principal sum of                      Dollars ($                    ) on
                    , ___, and to pay interest on said principal sum from                     , ___, or
from the most recent interest payment date (each such date, an “Interest Payment Date”) to which
interest has been paid or duly provided for, [quarterly] [(subject to deferral as set forth
herein)] in arrears
on [            
        ,                     ,                      and                      ] of each year commencing
                    , ___, at [If the Security is to bear interest at a fixed rate, insert -a rate of
___% per annum,] [If the Security is a Floating or Adjustable Rate Security, insert a rate of ___%
per annum [computed-determined] in accordance with the [insert defined name of Floating or
Adjustable Rate Provision] set forth below] until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded [quarterly]. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this Security is not a
Business Day, then payment of interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force and effect as if
made on such date. The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest installment, which
shall be the close of business on the Business Day next preceding such Interest Payment Date, [if
pursuant to the provisions of the Indenture the Securities are no longer represented by a Global
Security: which shall be the close of business on the
___ Business Day next preceding such Interest
Payment Date.] Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such regular record date and may be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders of this series of
Securities not less than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. Payments on this Global Security will be made to the Depository
Trust Company, or to a successor Depositary. [If pursuant to the provisions



16









 




of the Indenture the
Securities are no longer represented by a Global Security: The principal of (and premium, if any)
and the interest on this Security shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to the registered
Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so
long as the Holder of this Security is the Institutional Trustee of a Citigroup Trust, the payment
of the principal of (and premium, if any) and interest on this Security will be made at such place
and to such account as may be designated by such Institutional Trustee.]




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



     [At this point in the Security Form of any series of Floating or Adjustable Rate Securities,
the text of the Floating or Adjustable Rate Provision relating thereto should be inserted.]



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



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



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



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



Dated:                     




17









 








	 	 	 	 	 
	 	CITIGROUP INC.

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



Section 2.3 Form of Reverse of Security.





     This Security is one of a duly authorized series of securities of the Company (herein
sometimes referred to as the “Securities”), specified in the Indenture, all issued or to be issued
in one or more series under and pursuant to an Indenture dated as of July 30, 2009 (the
“Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as
Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the
terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount to $                     (, plus up to an additional $
                     aggregate principal amount which may be issued upon exercise of the over-allotment
option contemplated by the Underwriting Agreement).



     Because of the occurrence and continuation of a Tax Event, in certain circumstances, this
Security may become due and payable at [specify redemption prices] % of the principal amount
thereof, together with any interest accrued thereon (the “Redemption Price”). The Redemption Price
shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such
earlier time as the Company determines. The Company shall have the right to redeem this Security
at the option of the Company, without premium or penalty, in whole or in part at any time on or
after ___, ___(an “Optional Redemption”), or at any time in certain circumstances upon the
occurrence of a Tax Event, at a redemption price equal to (specify redemption prices) % of the
principal amount thereof, plus any accrued but unpaid interest to the date of such redemption (the
“Optional Redemption Price”). Any redemption pursuant to this paragraph will be made upon not less
than 30 days nor more than 60 days notice, at the Optional Redemption Price. If the Securities are
only partially redeemed by the Company pursuant to an Optional Redemption, the Securities will be
redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at
the time of redemption, the Securities are registered as a Global Security, the Depositary shall
determine the principal amount of such Securities held by each Security Beneficial Owner to be
redeemed in accordance with its procedures.



     Any redemption of the Securities of this series, in whole or in part, prior to the stated
maturity date is subject to the prior concurrence or approval of the Federal Reserve



18









 










or its staff,
(i) if such concurrence or approval is then required in order for securities such as the Securities
to qualify as tier 1 capital under applicable capital adequacy guidelines, regulations, policies,
published interpretations, or any applicable concurrence or approval of the Federal Reserve or its
staff, or (ii) if the Federal Reserve or its staff has informed the Company that it must obtain
such approval before redeeming the Securities.



     [The Securities of this series are subject to redemption upon not less than 30 days’ nor, more
than 60 days’ notice by mail, (1) on
                     in any year commencing with the year ___ and ending
with the year ___ through operation of the sinking fund for

 this series at a Redemption Price of ___, (2) at any time [on or after                     , ___, as a
whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before ___, ___, and if redeemed during
the 12-month period beginning                      of the years indicated, and thereafter at a Redemption
Price equal to ___% of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture.]




     [Notwithstanding the foregoing, the Company may not, prior to ___, redeem any Securities of
this series as contemplated by Clause (2) of the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than ___% per annum.]



     [The sinking fund for this series provides for the redemption on                      in each year
beginning with the year                      and ending with the year                      of [not less than] $                    
(“mandatory sinking fund”) and not more than
$                     aggregate principal amount of Securities of
this series. Securities of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made in the [inverse] order in which they become due.]



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



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



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the Indenture, to



19









 







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



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



     The Company shall have the right at any time during the term of the Securities and from time
to time to extend the interest payment period of such Securities for up to 20 consecutive quarters
(an “Extended Interest Payment Period”), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate specified for the
Securities to the extent that payment of such interest is enforceable under applicable law);
provided, that no such Extended Interest Payment Period shall extend beyond the maturity of the
Securities; and provided further that during any such Extended Interest Payment Period (a) the
Company and any subsidiary of the Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of the Company’s capital stock or make any guarantee payment with respect thereto
(other than (i) purchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other similar arrangement with
or for the benefit of employees, officers, directors or consultants, (ii) purchases of shares of
common stock of the Company pursuant to a contractually binding requirement to buy stock entered
into in the ordinary course of business and existing prior to the commencement of the Extended
Interest Payment Period, including under a contractually binding stock repurchase plan, (iii) as a
result of an exchange or conversion of any class or series of the Company’s capital stock for any
other class or series of the
Company’s capital stock, (iv) the purchase of fractional interests in
shares of the



20









 




Company’s capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, or (v) the purchase of capital stock of
the Company by a broker-dealer subsidiary of the Company for resale pursuant to an offering by the
Company underwritten by such broker-dealer subsidiary, (vi) purchases or other acquisitions by a
broker-dealer subsidiary of the Company solely for the purpose of market-making, stabilization or
customer facilitation transactions in the ordinary course of its business, or (vii) the acquisition
of record ownership of the capital stock of the Company or any Affiliate of the Company for the
beneficial ownership of
any other Persons (other than the Company or any other subsidiary of the Company), including
as trustees or custodians), and (b) the Company and any subsidiary of the Company shall not make
any payment of interest on or principal of (or premium, if any, on), or repay, repurchase or
redeem, any debt securities or guarantees issued by the Company which rank pari passu with or
junior to the Securities. The foregoing, however, will not apply to any stock dividends paid by
the Company where the dividend stock is the same stock as that on which the dividend is being paid.
Before the termination of any such Extended Interest Payment Period, the Company may further
extend such Extended Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20 consecutive quarters and
shall not extend beyond the maturity of the Securities. At the termination of any such Extended
Interest Payment Period and upon the payment of all accrued and unpaid interest and any additional
amounts then due, the Company may commence a new Extended Interest Payment Period.




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



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



     No recourse shall be had for the payment of the principal of or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or director, past,



21









 




present or future, as
such, of the Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.




     [The Securities of this series are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.] [This Global Security is
exchangeable for Securities in definitive form only under certain limited circumstances set
forth in the Indenture. Securities of this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations [herein and] therein set forth. Securities of this
series [so issued] are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder surrendering the same.



     All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



Section 2.4 Form of Trustee’s Certificate of Authentication.




CERTIFICATE OF AUTHENTICATION




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



THE BANK OF NEW YORK MELLON,

     as Trustee




By:                                         

     Authorized Signatory




Dated:                     




ARTICLE III




The Securities




Section 3.1 Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:



22









 






     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from all Securities of any other series);




     (2) the date or dates on which the principal of the Securities of the series is
payable, and, if applicable to the series, the terms of any sinking fund obligations with
respect to such series;




     (3) the rate or rates at which the Securities of the series shall bear interest or the
Floating or Adjustable Rate Provision, pursuant to which such rates shall be determined,
the date or dates from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date (if such Interest Payment Dates or Regular Record
Dates differ from those provided herein);




     (4) the place or places where the principal of (and any premium, if any) and interest
on Securities of the series shall be payable;




     (5) in addition to the redemption rights provided herein, the period or periods within
which (including the Redemption Option Date for the series) and the price or prices at
which any Securities of the series may be redeemed, in whole or in part, at the option of
the Company;




     (6) if other than denominations of $25 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;




     (7) any other defaults applicable with respect to the Securities of the series in
addition to those provided in Section 5.7(a) through (f);




     (8) any other covenant or warranty included for the benefit of Securities of the
series in addition to (and not inconsistent with) those included in this Indenture for the
benefit of Securities of all series, or any other covenant or warranty included for the
benefit of Securities of the series in lieu of any covenant or warranty included in this
Indenture for the benefit of Securities of all series, or any provision that any covenant
or warranty included in this Indenture for the benefit of Securities of all series shall
not be for the benefit of Securities of the series, or any combination of such covenants,
warranties or provisions;




     (9) the subordination terms of the Securities of the series;




     (10) the provisions of this Indenture, if any, that shall not apply to the series; and




     (11) any other terms of the series (which additional terms shall not be inconsistent
with the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such Board



23









 




Resolution and set forth, or
determined in the manner provided, in the Officers’ Certificate referred to above or in any such
indenture supplemental hereto.




     If any of the terms of the Securities of a series are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of
the Securities of such series.



Section 3.2 Denominations.




     The Securities of each series shall be issuable in registered form without coupons and in such
denominations as shall be specified as contemplated by Section 3.1. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $25 and any integral multiple thereof.



Section 3.3 Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its
Chairman of the Board, its Chief Administrative Officer, any Vice Chairman, its Chief Financial
Officer, its Controller, its Chief Accounting Officer, its Treasurer or any Assistant Treasurer,
under its corporate seal reproduced thereon attested by (x) its General Counsel and Corporate
Secretary or (y) one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be given, at the time of the initial delivery by the Company of
Securities of such series to the Trustee for authentication, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating,




     (1) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.1, that such form has been established in conformity
with the provisions of this Indenture;



24









 






     (2) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.1, that such terms have been established in conformity
with the provisions of this Indenture; and




     (3) that such Securities, when authenticated and delivered by or on behalf of the
Trustee and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization, and other laws of general applicability relating
to or affecting the enforcement or creditors’ rights and to general equity principles.


If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.




     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.



Section 3.4 Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon receipt of a Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
directors or officers executing such Securities may determine, as evidenced by their execution of
such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for Securities of that series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of
any series the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same series and of like
tenor of authorized denominations. Until so exchanged, the temporary Securities of any series
shall in all



25









 




respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.




Section 3.5 Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities, or of Securities of a particular
series, and of transfers of Securities or of Securities of such series. The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.



     Subject to Section 3.11, upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in a Place of Payment for Securities of that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of like tenor of the same series,
of any authorized denominations and of a like aggregate principal amount.



     Subject to Section 3.11, at the option of the Holder, Securities of any series may be
exchanged for other Securities of like tenor of the same series, of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer or exchange.



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security of any series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of such



26









 




series selected for redemption under
Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.




     Subject to this Section 3.5, Securities shall be freely transferable, subject to compliance
with the Securities Act. Subject to the last sentence of this Section 3.5, if a Security bears a
Private Placement Legend, such Security (x) may be transferred to a
Person or Persons who take delivery thereof in the form of a Security bearing a Private
Placement Legend only if the Security Registrar receives (A) an appropriately completed certificate
of transfer in the form attached hereto as Exhibit A and (B) if applicable, a certificate
substantially in the form attached hereto as Exhibit B (each, a “Transfer Certification”); and (y)
may be transferred to a Person or Persons who take delivery thereof in the form of a Security not
bearing a Private Placement Legend, or may be exchanged for a Certificate not bearing a Private
Placement Legend, only if the Security Registrar has previously received an opinion of counsel in
form reasonably acceptable to the Company to the effect that the Securities are eligible to be
transferred without restriction (a “Transfer Opinion”). The Trustee and the Security Registrar
shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer or exchange imposed under this Indenture or under applicable law with
respect to any transfer or exchange of any interest in any Security (including any transfers
between or among Depositary participants, members or beneficial owners in any Global Security)
other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express
requirements hereof. At such time as the Company shall determine, in accordance with applicable
law, that the Securities are no longer required to bear the Private Placement Legend, the Company
shall deliver to the Trustee a Transfer Opinion, and no Transfer Certification shall be required as
a condition to any subsequent transfer of any Security.



Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon its written request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



27









 






     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



Section 3.7 Payment of Interest; Interest Rights Preserved.



     Interest on any Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest.



     Interest on any Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days



28









 






prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall
be paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).




     (2) The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be required by
such exchange, if, after written notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be deemed practicable by the
Trustee in its sole discretion.



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     For the purposes of determining the Holders who are entitled to participate in any
distribution on the Securities in respect of which a Regular Record Date or a Special Record Date
is not otherwise provided for in this Indenture, or for the purpose of any other action (unless
provided for pursuant to Section 3.1), the Company may from time to time fix a date, not more than
90 days prior to the date of the payment of distribution or other action, as the case may be, as a
record date for the determination of the identity of the Holders of record for such purposes.



Section 3.8 Persons Deemed Owners.




     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 3.7) interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.



29









 





Section 3.9 Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. Unless otherwise directed by a Company Order, delivery of which must
be delivered in a timely manner to prevent such disposition, all cancelled Securities held by the
Trustee shall be disposed of by it
in its customary manner, and the Trustee, upon receipt of a written request of the Company,
shall deliver a certificate of such disposal to the Company.



Section 3.10 Interest.




     (a) Each Security will bear interest at the rate established for the series of Securities of
which such Security is a part pursuant to Section 3.1 (the “Coupon Rate”) from and including the
original date of issuance of such Security until the principal thereof becomes due and payable, and
on any overdue principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Coupon Rate, compounded quarterly,
payable (subject to the provisions of Article Four) quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year (or in such other periodic installments on such other
dates established as payment dates for the series of Securities of which such Security is a part
pursuant to Section 3.1) (each, an “Interest Payment Date”) commencing on the date established for
the series of Securities of which such Security is a part pursuant to Section 3.1, to the Person in
whose name such Security or any Predecessor Security is registered, at the close of business on the
Regular Record Date for such interest installment, which, in respect of any Securities of which the
Institutional Trustee of any Citigroup Trust is the Holder or a Global Security, shall be the close
of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the
foregoing sentence, if the Preferred Securities of a Citigroup Trust are no longer in book-entry
only form or, except if the Securities originally issued to such Citigroup Trust are held by the
Institutional Trustee of such Citigroup Trust, the Securities of any series are not represented by
a Global Security, the Company may select a Regular Record Date for such interest installment on
such series of Securities which shall be any date more than 14 days but less than 60 days before an
Interest Payment Date.



     (b) The amount of interest payable for any period will be computed on the basis of a 360-day
year of twelve 30-day months and will include the first day but exclude the last day of such
period. Except as provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed, will be computed on the
basis of the actual number of days elapsed in each 30-day month. In the event that any date on
which interest is payable on the Securities of any series is not a Business Day, then payment of
interest payable on such date will be made on the next



30









 




succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made on such date.




     If the Securities of a series are established as a series of Floating or Adjustable Rate
Securities pursuant to Section 3.1, then the preceding paragraph of this Section 3.10(b) shall not
apply and the Floating or Adjustable Rate Provisions, together with any additional terms
established in the applicable Board Resolution or supplemental indenture, shall govern such series.



     (c) If, at any time while the Institutional Trustee of a Citigroup Trust is the Holder of
Securities of any series, such Citigroup Trust or such Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company
will pay as additional interest (“Additional Interest”) on the Securities of such series, such
additional amounts as shall be required so that the net amounts received and retained by such
Citigroup Trust and/or such Institutional Trustee, as the case may be, after paying such taxes,
duties, assessments or other governmental charges will be equal to the amounts Citigroup Trust
and/or such Institutional Trustee, as the case may be, would have received had no such taxes,
duties, assessments or other government charges been imposed.



Section 3.11 Form and Payment.




     Except as provided in Section 3.12, the Securities of each series shall be issued in fully
registered certificated form without interest coupons. Principal and interest on the Securities
issued in certificated form will be payable, the transfer of such Securities will be registrable,
and such Securities will be exchangeable, for Securities of the same series bearing identical terms
and provisions at the office or agency of the Trustee; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the Holders of such Securities at such
address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the
Holder of all Securities of any series is the Institutional Trustee of any Citigroup Trust, the
payment of the principal of and interest (including Compounded Interest and Additional Interest, if
any) on Securities of such series will be made at such place and to such account as may be
designated by the Institutional Trustee.



Section 3.12 Global Securities.




     (a) In connection with a Dissolution Event with respect to any Citigroup Trust,



               (i) the Securities in non book-entry certificated form held by such Citigroup Trust, or its
Institutional Trustee, will be presented to the Trustee by the Institutional Trustee of such
Citigroup Trust in exchange for a Global Security in an aggregate principal amount equal to the
aggregate principal amount of all outstanding



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Securities of the series issued to such Citigroup
Trust, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee
to the Depositary for crediting to the accounts of its participants pursuant to the instructions of
the Regular Trustees of the relevant Citigroup Trust. The Company upon any such presentation shall
execute a Global Security in such aggregate principal amount and deliver the same to the Trustee
for authentication and delivery in accordance with this Indenture. Payments on any Securities
issued as a Global Security will be made to the Depositary; and




               (ii) if any Preferred Securities of a Citigroup Trust are held in non book-entry certificated
form, the Securities in non book-entry certificated form held by such Citigroup Trust, or its
Institutional Trustee, may be presented to the Trustee by the
Institutional Trustee of such Citigroup Trust and any Preferred Security Certificate which
represents Preferred Securities of such Citigroup Trust other than Preferred Securities held by the
Depositary or its nominee (“Non Book-Entry Preferred Securities”) will be deemed to represent
Securities presented to the Trustee by such Institutional Trustee having an aggregate principal
amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until
such Preferred Security Certificates are presented to the Security Registrar for transfer or
reissuance at which time such Preferred Security Certificates will be cancelled and a Security,
registered in the name of the holder of the Preferred Security Certificate or the transferee of the
holder of such Preferred Security Certificate, as the case may be, with an aggregate principal
amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled,
will be executed by the Company and delivered to the Trustee for authentication and delivery in
accordance with this Indenture. On issue of such Securities, Securities with an equivalent
aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be
deemed to have been cancelled.



     (b) A Global Security may be transferred, in whole but not in part, only to another nominee of
the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.



     (c) If at any time the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for any series of Securities or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, and a successor Depositary for such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and, subject to this Article III, the
Trustee, upon written notice from the Company, will authenticate and deliver the Securities of such
series in definitive registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for
such Global Security. In addition, the Company may at any time determine that the Securities of
any series shall no longer be represented by a Global Security, subject to the procedures of the
Depositary. In such event the Company will execute and, subject to Section 3.5, the Trustee, upon
receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the principal



32









 




amount of the
Global Security for such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be cancelled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary, for delivery to the Persons in whose names such
Securities are so registered.




Section 3.13 CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.



ARTICLE IV




Satisfaction And Discharge; Defeasance




Section 4.1 Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when




     (1) either




     (A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.3) have been delivered to the Trustee for cancellation; or




     (B) all such Securities not theretofore delivered to the Trustee for
cancellation




	 	(i)	 	have become due and payable, or




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	 	(ii)	 	will become due and payable at their Stated
Maturity within one year, or
	 
	 	(iii)	 	are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense,
of the Company,






	 	 	 	and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case
may be;






     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the Company’s obligation to pay the expenses of any
Citigroup Trust under Section 10.6, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive.



Section 4.2 Defeasance and Discharge.




     The following provisions shall apply to the Securities of each series unless specifically
otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto
provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections
4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest, as certified pursuant
to subparagraph (a) of Section 4.4, can be determined at the time of making the deposit referred to
in such subparagraph (a), the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series as provided in this Section on and after the
date the conditions set forth in Section 4.4 are satisfied, and the provisions of this Indenture
with respect to the Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series, (ii) substitution of



34









 





mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of
Securities of such series to receive, solely from the trust fund described in subparagraph (a) of
Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated
due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities
of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the
Holders of Securities of such series as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them and (vii) the Company’s obligation to pay
the expenses of any Citigroup Trust under Section 10.6) (hereinafter called “Defeasance”), and the
Trustee at


the cost and expense of the Company, shall execute proper instruments acknowledging the same.




Section 4.3 Covenant Defeasance.




     In the case of any series of Securities with respect to which an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, as certified pursuant to
subparagraph (a) of Section 4.4 can be determined at the time of making the deposit referred to in
such subparagraph (a), (i) the Company shall be released from its obligations under any covenants
specified in or pursuant to this Indenture (except as to (A) rights of registration of transfer and
exchange of Securities of such series, (B) substitution of mutilated, defaced, destroyed, lost or
stolen Securities of such series, (C) rights of Holders of Securities of such series to receive,
from the Company pursuant to Section 10.1, payments of principal thereof and interest, if any,
thereon upon the original stated due dates therefor (but not upon acceleration), the Holders of
Securities of such series to receive mandatory sinking fund payments, if any, (D) the rights,
obligations, duties and immunities of the Trustee hereunder, (E) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (F) the Company’s obligation to pay the expenses of
any Citigroup Trust under Section 10.6), and (ii) the occurrence of any event specified in Sections
5.7(e) (with respect to any of the covenants specified in or pursuant to this Indenture) and 5.7(f)
shall be deemed not to be or result in a Default, in each case with respect to the Outstanding
Securities of such series as provided in this Section on and after the date the conditions set
forth in Section 4.4 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee, at
the cost and expense of the Company, shall execute proper instruments acknowledging the same. For
this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant
(to the extent so specified in the case of Section 5.7(e)), whether directly or indirectly by
reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document, but the remainder of this
Indenture and the Securities of such series shall be unaffected thereby.



Section 4.4 Conditions to Defeasance or Covenant Defeasance.




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     The following shall be the conditions to application of either Section 4.2 or 4.3 to the
Outstanding Securities:



     (a) with reference to Section 4.2 or 4.3, the Company has irrevocably deposited or caused to
be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of Securities of such series (i) cash in an
amount, (ii) direct obligations of the United States of America, backed by its full faith and
credit (“U.S. Government Obligations”), maturing as to principal and interest, if any, at such
times and in such amounts as will insure the availability of cash, or (iii) a combination thereof,
in each case sufficient, in the

 opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, (A) the principal of
and interest, if any, on all Securities of such series on each date that such principal or
interest, if any, is due and payable, and (B) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such series;




     (b) in the case of Defeasance under Section 4.2, the Company has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date hereof, there has been a
change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes as a result of such
deposit, Defeasance and discharge and will be subject to United States federal income tax on the
same amount and in the same manner and at the same times, as would have been the case if such
deposit, Defeasance and discharge had not occurred;



     (c) in the case of Covenant Defeasance under Section 4.3, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders
of the Securities of such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to
United States federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit and Covenant Defeasance had not occurred;



     (d) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the Company is a party or by which
it is bound; and



     (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent contemplated by this provision have been
complied with.



Section 4.5 Application of Trust Money.




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     Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government
Obligations deposited with the Trustee pursuant to Section 4.4 shall be held in trust, and such
money and all money from such U.S. Government Obligations shall be applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money and U.S. Government Obligations has been deposited with the Trustee. All
money or U.S. Government Obligations deposited with the Trustee under Section 4.1 or Section 4.4
shall not be subject to the claims of the holders of Senior Indebtedness under Article XIV.



Section 4.6 Indemnity for U.S. Government Obligations.




     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.4 or the
principal or interest received in respect of such obligations other than any such tax, fee or other
charge that by law is for the account of the Holders of Outstanding Securities.



Section 4.7 Reinstatement.




     If the Trustee is unable to apply any money or U.S. Government Obligations in accordance with
Section 4.4 by reason of any legal preceding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.4, until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in accordance with
Section 4.4; provided that, if the Company has made any payment of principal or interest on the
Securities of any series because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.



ARTICLE V




Remedies




Section 5.1 Events of Default.




     The term “Event of Default” as used in this Indenture with respect to Securities of any series
shall mean one of the following described events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):



     (a) failure to pay in full interest accrued upon any Security of that series upon the
conclusion of a period consisting of 20 consecutive quarters, commencing with the



37









 







earliest quarter
for which interest (including Deferred Interest) has not been paid in full, and continuance of such
failure to pay for a period of 30 days;



     (b) the entry by a court having jurisdiction in the premises of a decree or order for relief
in respect of the Company in an involuntary case under the Federal bankruptcy code, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or for substantially all of its
property, or ordering the winding-up or liquidation of its affairs and such decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or



     (c) the commencement by the Company of a voluntary case under the Federal bankruptcy code, as
now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Company to the entry of an
order for relief in an involuntary case under any such law, or the consent by the Company to the
appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or similar official) of the Company or for substantially all of its property, or the
making by it of an assignment for the benefit of creditors.



Section 5.2 Acceleration of Maturity.




     (a) If any one or more of the above described Events of Default shall occur with respect to
Securities of any series at the time Outstanding, then, and in each and every such case, during the
continuance of such Event of Default, the Trustee or the Holders of 25% or more in principal amount
of the Securities of such series then Outstanding may declare the principal amount of all the
Securities of such series then Outstanding, if not then due and payable, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders),
and upon any such declaration the same shall become and be immediately due and payable, anything in
this Indenture or in the Securities of such series contained to the contrary notwithstanding,
provided that if, upon an Event of Default, the Trustee or the Holders of 25% or more in principal
amount of the Securities of that series then Outstanding fail to declare the principal amount of
all the Securities of such series then Outstanding to be immediately due and payable, the holders
of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities
then Outstanding shall have such right by a notice in writing to the Company and the Trustee; and
upon any such declaration such principal amount of and the accrued interest (including any
Additional Interest) on all the Securities of such series then Outstanding shall become immediately
due and payable. Payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIV notwithstanding that
such amount shall become immediately due and payable as herein provided. This provision, however,
is subject to the condition that, if at any time after the principal of all the Securities of such
series shall have been so declared to be due and payable, all arrears of interest, if any, upon all
the Securities of such series (with interest, to the extent that interest thereon shall be legally
enforceable, on any overdue installment



38









 




of interest at the rate borne by the Securities of such
series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7
and all other sums payable under this Indenture (except the principal of the Securities of such
series which would not be due and payable were it not for such declaration) shall be paid by the
Company, and every other Default under this Indenture, other than the non-payment of the principal
of Securities of that series which have become due solely by such declaration of acceleration,
shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a
majority in principal amount of the Securities of such series then Outstanding, or provision deemed
by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every
such case the Holders of a majority in principal amount of the Securities of such series then
Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of
Default by
reason of which the principal of the Securities of such series shall have been so declared to
be due and payable and may rescind and annul such declaration and its consequences, provided that,
if the Holders of at least a majority in principal amount of the Securities of such series then
Outstanding fails to rescind and annul such declaration and its consequences, the holders of a
majority in aggregate liquidation amount of the related series of Preferred Securities then
outstanding shall have such right by written notice to the Company and the Trustee, subject to the
satisfaction of the conditions set forth in this sentence; but no such waiver, rescission or
annulment shall extend to or affect any subsequent Default or impair any right consequent thereon.
Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the
Company, and any declaration or waiver by the Holders of Securities of any series or by the holders
of Trust Securities of any series pursuant to this Section 5.2 shall be by written notice to the
Company and the Trustee.




Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




     If the Company shall fail for a period of 30 days to pay any installment of interest on the
Securities of any series that is due and payable or shall fail to pay the principal of and premium,
if any, on any of the Securities of such series when and as the same shall become due and payable,
whether at maturity, or by call for redemption (otherwise than pursuant to a sinking fund) by
declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to
make any sinking fund payment as to a series of Securities, then, upon demand of the Trustee, the
Company will pay to the Trustee for the benefit of the Holders of Securities of such series then
Outstanding the whole amount which then shall have become due and payable on any such Security,
with interest on the overdue principal and premium, if any, and (so far as the same may be legally
enforceable) on the overdue installments of interest at the rate borne by the Securities of such
series, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7.



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the



39









 




Company or any other obligor upon the Securities of such
series, and collect the moneys adjudged or decreed to be payable out of the property of the Company
or any other obligor upon the Securities of such series, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding, subject to the payment
to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section
6.7, shall be for the ratable benefit of the Holders of such series of Securities which shall be
the subject of such action or proceeding. All rights of action upon or under any of the Securities
or this Indenture may be enforced by the Trustee without the possession of any of the Securities
and without the production of any thereof at any trial or any proceeding relative thereto.




     If a Default, of which a Responsible Officer of the Trustee has actual knowledge, with respect
to any series of Securities occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture, or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy.



Section 5.4 Trustee to File Claims As Attorney-In-Fact.




     The Trustee is hereby appointed, and each and every Holder of the Securities, by receiving and
holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall
be in default in respect of the payment of the principal of, or interest on, any of the
Securities), in its own name and as trustee of an express trust or otherwise as it shall deem
advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other
judicial proceeding relative to the Company or any other obligor upon the Securities or to their
respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions,
consents, other papers and documents and amendments of any thereof, as may be necessary or
advisable in order to have the claims of the Trustee and any predecessor trustee hereunder and of
the Holders of the Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and deliver any and all
other papers and documents and to do and perform any and all other acts and things, as it may deem
necessary or advisable in order to enforce in any such proceeding any of the claims of the Trustee
and any predecessor trustee hereunder and of any of such Holders in respect of any of the
Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is
hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding
the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee,
custodian or debtor, to make any such payment or delivery only to or on the order of the Trustee,
and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section
6.7; provided, however, that nothing herein contained shall be deemed to authorize or empower the
Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of
reorganization or readjustment of the Company affecting the Securities or the rights of



40









 




any Holder
thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder of
any Securities in any such proceeding.




Section 5.5 Application of Money Collected.




     Any moneys collected by the Trustee with respect to a series of Securities under this Article
Five shall be applied in the order following, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Securities, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:




     First: To the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 6.7.




     Second: Subject to Article Fourteen, in case the principal of the Outstanding
Securities of such series shall not have become due and be unpaid, to the payment of
interest on the Securities of such series, in the order of the maturity of the installments
of such interest, with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the rate borne by such Securities,
such payments to be made ratably to the Persons entitled thereto.




     Third: Subject to Article Fourteen, in case the principal of the Outstanding
Securities of such series shall have become due, by declaration or otherwise, to the
payment of the whole amount then owing and unpaid upon the Securities of such series for
principal and premium, if any, and interest, with interest on the overdue principal and
premium, if any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the Securities of such series,
and in case such moneys shall be insufficient to pay in full the whole amounts so due and
unpaid upon the Securities of such series, then to the payment of such principal and
premium, if any, and interest without preference or priority of principal and premium, if
any, over interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Security of such
series over any other Security of such series, ratably to the aggregate of such principal
and premium, if any, and accrued and unpaid interest.



Section 5.6 Control by Holders; Waiver of Past Default.




     The Holders of a majority in principal amount of the Outstanding Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with
respect to the Securities of such series; provided, however, that the Trustee shall have the right
to decline to follow any such direction if the Trustee being advised by counsel determines that the
action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining
in such direction or would involve the Trustee in personal liability. Prior to any declaration
accelerating the



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maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Outstanding Securities may on behalf of the Holders of all of
the Securities of such series waive any past default hereunder and its consequences except a
default not theretofore cured in the payment of interest or any premium on or the principal of the
Securities of such series or in respect of any covenant or provision hereof which under Article
Nine cannot be modified or waived without the consent of the Holder of each Outstanding Security of
each series affected thereby; provided, however, that if the Securities of such series are held by
a Citigroup Trust or a trustee of such trust, such waiver or modification to such waiver shall not
be effective until the holders of Trust Securities representing a majority in liquidation
preference of Trust Securities of the applicable Citigroup Trust shall have consented to such
waiver or modification to
such waiver; provided further, that if the consent of the Holder of each Outstanding Security
is required, such waiver shall not be effective until each holder of the Trust Securities of the
applicable Citigroup Trust shall have consented to such waiver. Upon any such waiver the Company,
the Trustee and the Holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Whenever any default hereunder shall have
been waived as permitted by this Section 5.6, said default shall for all purposes of the Securities
of such series and this Indenture cease to exist, and any Default or Event of Default arising
therefrom shall be deemed to have been cured and to be not continuing.




Section 5.7 Limitation on Suits; Default.





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     No Holder of any Security of any series shall have any right to institute any action, suit or
proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a
receiver or for any other remedy hereunder, in each case with respect to a Default with respect to
such series of Securities, unless such Holder previously shall have given to the Trustee written
notice of the happening of one or more of the Defaults herein specified with respect to such series
of Securities, and unless also the Holders of 25% or more in principal amount of the Securities of
such series then Outstanding shall have requested the Trustee in writing to take action in respect
of the matter complained of, and unless also there shall have been offered to the Trustee security
and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and
such notification, request and offer of indemnity are hereby declared in every such case to be
conditions precedent to any such action, suit or proceeding by any Holder of any Security of such
series; it being understood and intended that no one or more of the Holders of Securities of such
series shall have any right in any manner whatsoever by his or their action to enforce any right
hereunder, except in the manner herein provided, and that every action, suit or proceeding at law
or in equity shall be instituted, had and maintained in the manner herein provided and for the
equal and ratable benefit of all Holders of the Outstanding Securities of such series; provided,
however, that nothing contained in this Indenture or in the Securities of such series shall affect
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and premium, if any, and interest on the Securities of such series to the respective Holders of
such Securities at the respective due dates in such Securities stated, or affect or impair the
right, which is also absolute and unconditional, of such Holders to institute suit to enforce the
payment thereof.



     The following events shall be “Defaults” with respect to any series of Securities under this
Indenture:



     (a) an Event of Default with respect to such series specified in Section 5.1; or



     (b) the failure of the Company to pay any installment of interest on any Security of such
series, when and as the same shall become payable, which failure shall
have continued unremedied for a period of 30 days, it being understood that the occurrence of
an Extended Interest Payment Period in accordance with the terms of such Security will not
constitute such a default; or



     (c) the failure of the Company to pay the principal of (and premium, if any, on) any Security
of such series, when and as the same shall become payable, whether at maturity as therein
expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as
authorized by this Indenture or otherwise, whether or not permitted by Article Fourteen; or



     (d) the failure of the Company to pay a sinking fund installment, if any, when and as the same
shall become payable by the terms of a Security of such series, which



43









 





failure shall have continued
unremedied for a period of 30 days, whether or not permitted by Article Fourteen; or




     (e) the failure of the Company, subject to the provisions of Section 8.1, to observe and
perform any other of the covenants or agreements on the part of the Company contained in this
Indenture (including any indenture supplemental hereto) (other than a covenant or agreement which
has been expressly included in this Indenture solely for the benefit of a series of Securities
other than that series), which failure shall not have been remedied for a period of 90 days after
written notice shall have been given to the Company by the Trustee or shall have been given to the
Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities
of such series then Outstanding, specifying such failure and requiring the Company to remedy the
same; or



     (f) in the event Securities of a series are issued and sold to a Citigroup Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such Citigroup Trust, such
Citigroup Trust shall have voluntarily or involuntarily dissolved, wound up its business or
otherwise terminated its existence except in connection with (i) the distribution of Securities to
holders of Trust Securities in liquidation or redemption of their interests in such Citigroup Trust
upon a Dissolution Event with respect to such Citigroup Trust, (ii) the redemption of all of the
outstanding Trust Securities of such Citigroup Trust or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Citigroup Trust; or



     (g) any other Default provided with respect to Securities of that series.



Section 5.8 Costs and Attorneys’ Fees in Legal Proceedings.




     All parties to this Indenture and the Holders of the Securities agree that the court may in
its discretion require, in any action, suit or proceeding for the enforcement of any right or
remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or
proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such action, suit or proceeding,

 having due regard to the merits and good faith of the claims or defenses made by such party
litigant; provided, however, that the provisions of this Section 5.8 shall not apply to any action,
suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any action, suit or proceeding instituted by any Holder of Securities
for the enforcement of the payment of the principal of or premium, if any, or the interest on, any
of the Securities, on or after the respective due dates expressed in such Securities.





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Section 5.9 Remedies Cumulative.




     Except as provided in the last sentence of Section 3.6, no remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities of any series is intended to be exclusive
of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute. No delay or omission of the Trustee or of any Holder of the Securities of any series
to exercise any right or power accruing upon any Default shall impair any such right or power or
shall be construed to be a waiver of any such Default or an acquiescence therein; and every power
and remedy given by this Article Five to the Trustee and to the Holders, respectively, may be
exercised from time to time and as often as may be deemed expedient by the Trustee or by the
Holders, as the case may be. In case the Trustee or any Holder of Securities shall have proceeded
to enforce any right under this Indenture and the proceedings for the enforcement thereof shall
have been discontinued or abandoned because of waiver or for any other reason or shall have been
adjudicated adversely to the Trustee or to such Holder, then and in every such case the Company,
the Trustee and the Holders shall severally and respectively be restored to their former positions
and rights hereunder and thereafter all rights, remedies and powers of the Trustee and the Holders
shall continue as though no such proceedings had been instituted, except as to any matters so
waived or adjudicated.



Section 5.10 Waiver of Stay or Extension Laws.




     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no law had been enacted.



ARTICLE VI




The Trustee




Section 6.1 Certain Duties and Responsibilities.




     (a) Except during the continuance of a Default;




     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such



45









 






certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).



     (b) In case a Default with respect to any series of Securities, of which a Responsible Officer
of the Trustee has actual knowledge, has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that




     (1) this subsection shall not be construed to limit the effect of subsection (a) of
this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series determined as provided in
Section 5.6, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and




     (4) no provision of this Indenture shall require the Trustee 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 any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or indemnity, reasonably satisfactory to
it, against such risk or liability is not reasonably assured to it.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.



Section 6.2 Notice of Defaults.




     Within 90 days after the occurrence of any Default hereunder with respect to Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such
 Default hereunder actually
known to a Responsible Officer of the Trustee, unless such 


46









 




Default shall have been cured or waived;
provided that, except in the case of a Default in the payment of the principal of (or premium, if
any) or interest on any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any Default of the character specified in Section 5.7(e)
with respect to Securities of such series, no such notice to Holders shall be given until at least
30 days after the occurrence thereof.




Section 6.3 Certain Rights of Trustee.




     Subject to the provisions of Section 6.1:



     (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties;



     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;



     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel of its selection and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity, reasonably
satisfactory to it, against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or



47









 




attorney at the expense of the Company and shall incur no liability of
any kind by reason of such inquiry or investigation;




     (g) the Trustee may execute any of the trust or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;



     (h) the Trustee shall not be charged with knowledge of any Default or Event of Default with
respect to the Securities, unless either (1) a Responsible Officer shall have actual knowledge of
such Default or Event of Default or (2) written notice of such Default or Event of Default, which
is in fact such a Default or Event of Default, shall have been given to the Trustee at the
Corporate Trust Office of the Trustee by the Company or by any Holder of the Securities and such
notice references the Securities and this Indenture;



     (i) the Trustee shall not be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action;



     (j) the Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces
beyond its reasonable control, including without limitation strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of third-party utilities, communications or
computer (software or hardware) services;



     (k) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder by the Trustee and appointed with due care by it;



     (l) the Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;



     (m) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
and



     (n) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture.



Section 6.4 Not Responsible for Recitals or Issuance of Securities.



48









 





     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



Section 6.5 May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.



Section 6.6 Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.



Section 6.7 Compensation and Reimbursement.




     The Company agrees:




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents, nominees, custodians and
counsel), except any such expense, disbursement or advance as shall be determined to have
been caused by its own negligence, bad faith or willful misconduct; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the trust or trust
hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds



49









 




held or collected by
the Trustee as such, except funds held in trust for the benefit of Holders of particular
Securities. The obligations of the Company under this Section shall survive the removal or
resignation of the Trustee and the satisfaction, discharge or termination of this Indenture.




     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs any expenses or renders any services after the occurrence of an Event of Default
specified in Section 5.1(b) or Section 5.1(c), such expenses and the compensation for such services
are intended to constitute expenses of administration under the United States Bankruptcy Code
(Title 11 of the United States Code) or any similar federal or state law for the relief of debtors.



Section 6.8 Disqualification; Conflicting Interests.




     The Trustee shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the
Securities of any series, there shall be excluded for purposes of the conflicting interest
provisions of such Section 310(b) the Securities of every other series issued under this Indenture.
Nothing herein shall prevent the Trustee from filing with the Commission the application referred
to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.



Section 6.9 Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervision or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.



Section 6.10 Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 6.11.



     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning



50









 






Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.



     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect
to all Securities, or (ii) subject to Section 5.8, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of
such series for



51









 





at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



Section 6.11 Acceptance of Appointment by Successor.



     (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to the Securities of all
series for which it is the Trustee hereunder, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or



52









 




conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.




     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.



     (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.



     (e) The Trustee shall not be liable for the acts or omissions to act of any successor Trustee.



Section 6.12 Merger, Conversion, Consolidation or Succession to Business.




     Any corporation or association into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or association to which all
or substantially all of the corporate trust business of the Trustee may be sold or otherwise
transferred, shall be the successor of the Trustee hereunder without the execution or filing of any
paper or any further act, provided such corporation shall be otherwise qualified and eligible under
this Article. In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.



Section 6.13 Preferential Collection of Claims Against Company.




     The Trustee shall comply with the Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in the Trust Indenture Act Section 311(b). A Trustee who has resigned or been
removed shall be subject to the Trust Indenture Act Section 311(a) to the extent indicated therein.



Section 6.14 Appointment of Authenticating Agent.




     At any time when any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes



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as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.




     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



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     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon an alternative certificate of authentication in
the following form:



     “This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,	 	 
	 

	 	 	 	As Trustee
	 	 
	   
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 






ARTICLE VII




Holders Lists and Reports by Trustee and Company




Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.




     The Company will furnish or cause to be furnished to the Trustee:



     (a) semi-annually not more than 15 days after each Regular Record Date a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such
series as of the preceding March 1 or September 1, or as of such Regular Record Date, as the case
may be, and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;


provided that if and so long as the Trustee shall be the Security Registrar for such series, such
list shall not be required to be furnished.




Section 7.2 Preservation of Information; Communications to Holders.




     Holders may communicate pursuant to the Trust Indenture Act Section 312(b) with other Holders
with respect to their rights under this Indenture and the Securities. The Company, the Trustee, the
Registrar and any other person shall have the protection of the Trust Indenture Act Section 312(c).



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Section 7.3 Reports by Trustee.




     Within 60 days after May 15 of each year commencing with the year 2010, the Trustee shall
provide to the Holders of Securities such reports as are required by Section 313(a) of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture
Act. The Trustee shall also comply with the other requirements of Section 313 of the Trust
Indenture Act. The Company will notify the Trustee when any such Securities are listed on any
securities exchange.



Section 7.4 Reports by Company.




     The Company shall:




     (1) file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of
a security listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;




     (2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and




     (3) transmit by mail to all Holders, as their names and addresses appear in the
Security Register, within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).



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Section 7.5 Officers’ Certificate as to Events of Default.




     The Company shall deliver to the Trustee, as soon as practicable and in any event within five
days after the Company becomes aware of the occurrence of any Default or Event of Default or an
event which, with notice or the lapse of time or both, would constitute a Default or an Event of
Default, an Officers’ Certificate setting forth the details of such event, Default or Event of
Default and the action which the Company proposes to take with respect thereto.



ARTICLE VIII




Consolidation, Merger, Conveyance, Transfer Or Lease




Section 8.1 Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate with or merge into any other corporation or convey, transfer
or lease its properties and assets substantially as an entirety to any Person, unless:




     (1) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets
of the Company substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed
or observed;




     (2) immediately after giving effect to such transaction, no Default, and no event
which, after notice or lapse of time or both, would become a Default, shall have happened
and be continuing; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and
such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.



Section 8.2 Successor Corporation Substituted.




     Upon any consolidation of the Company with, or merger of the Company into, any other
corporation or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor corporation formed by
such consolidation or into with the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the



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same effect as if such successor corporation had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.




ARTICLE IX




Supplemental Indentures




Section 9.1 Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained herein and in
the Securities, pursuant to Article VIII; or




     (2) to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of one or more specified series) or to surrender any right or power herein
conferred upon the Company; or




     (3) to add any additional Defaults; or




     (4) to change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or




     (5) to secure the Securities; or




     (6) to establish the form or terms of Securities of any series as permitted by
Sections 2.1 and 3.1; or




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.11(b); or




     (8) to cure any ambiguity or manifest error, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided such
action shall not adversely affect the interests of the Holders of Securities of any series
in any material respect.



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Section 9.2 Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon (including any change in the Floating or Adjustable Rate Provision
pursuant to which such rate is determined that would reduce that rate for any period) or
any premium payable upon the redemption thereof, or change any Place of Payment where, or
the coin or currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders, or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or




     (3) modify any of the provisions of this Section or Section 5.6, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; provided that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this
Section or the deletion of this proviso, in accordance with the requirements of Sections
6.11(b) and 9.1(8), or




     (4) remove or impair the rights of any Holder of Securities to bring a Direct Action
in certain circumstances, as provided in Section 15.1;


provided, further, that if the Securities of such series are held by a Citigroup Trust or a trustee
of such trust, such supplemental indenture shall not be effective until the holders of a majority
in liquidation preference of Trust Securities of the applicable Citigroup Trust shall have
consented to such supplemental indenture; provided, further, that if the consent of the Holder of
each Outstanding Securities is required, such supplemental



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indenture shall not be effective until each holder of the Trust Securities of the applicable
Citigroup Trust shall have consented to such supplemental indenture.




     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



Section 9.3 Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be given, in addition to the documents required by Section 1.2, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



Section 9.4 Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby to the extent provided therein.



Section 9.5 Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



Section 9.6 Reference in Securities to Supplemental Indentures.




     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.



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ARTICLE X




Covenants




Section 10.1 Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of
that series in accordance with the terms of the Securities of such series and this Indenture, and
will duly comply with all other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.



Section 10.2 Maintenance of Office or Agency.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.



Section 10.3 Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of (and premium, if any) or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to



61









 




pay the principal (and premium, if any) or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.




     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:




     (1) hold all sums held by it for the payment of the principal of (and premium, if any)
or interest on Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal (and premium, if
any) or interest on the Securities of that series; and




     (3) at any time during the continuance of any such default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.



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Section 10.4 Statement by Officers as to Default.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture, and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.



Section 10.5 Covenants as to Citigroup Trusts.




     For so long as any Trust Securities of a Citigroup Trust remain outstanding, the Company will
(i) maintain 100% direct or indirect ownership of the Common Securities of such Citigroup Trust;
provided, however, that any permitted successor of the Company hereunder may succeed to the
Company’s ownership of such Common Securities, (ii) not voluntarily dissolve, wind up or terminate
such Citigroup Trust, except in connection with a distribution of Securities upon a Special Event,
and in connection with certain mergers, consolidations or amalgamations permitted by the
Declaration of the applicable Citigroup Trust, (iii) timely perform its duties as Sponsor of the
applicable Citigroup Trust, (iv) use its reasonable efforts to cause such Citigroup Trust to (a)
remain a business trust, except in connection with a distribution of Securities to the holders of
Trust Securities as provided in the Declaration of such Citigroup Trust, the redemption of all of
the Trust Securities and in connection with certain mergers, consolidations or amalgamations
permitted by the Declaration of such Citigroup Trust, and (b) otherwise continue to be classified
as a grantor trust for United States federal income tax purposes and (v) not knowingly take any
action that would cause such Citigroup Trust to not be classified as a grantor trust for United
States federal income tax purposes.



Section 10.6 Payment of Expenses.




     (a) In connection with the sale and issuance of each series of Securities to the Institutional
Trustee of a Citigroup Trust and in connection with the offering and sale of Trust Securities by
such Citigroup Trust, the Company, in its capacity as borrower with respect to such Securities,
shall:



               (i) pay all costs and expenses relating to the offering, sale and issuance of such Securities,
including commissions to the underwriters payable pursuant to the applicable Underwriting Agreement
and compensation of the Trustee under this Indenture in accordance with the provisions of Section
6.7;



               (ii) pay all costs and expenses of such Citigroup Trust (including, but not limited to, costs
and expenses relating to the organization of the trust, the offering, sale and issuance of the
Trust Securities of such Citigroup Trust (including commissions to the underwriters in connection
therewith), the fees and expenses of the Institutional Trustee, the Regular Trustees and the
Delaware Trustee of such Citigroup Trust, the costs and expenses relating to the operation,
maintenance and dissolution of such Citigroup Trust and the enforcement by such Institutional
Trustee of the rights of the holders of the



63









 




Preferred Securities of such Citigroup Trust, including, without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and costs and expenses
incurred in connection with the acquisition, financing, and disposition of assets of such Citigroup
Trust);




               (iii) be primarily liable for any indemnification obligations arising with respect to the
Declaration of such Citigroup Trust; and



               (iv) pay any and all taxes (other than United States withholding taxes in respect of amounts
paid on the Securities held by such Citigroup Trust) and all liabilities, costs and expenses with
respect to such taxes of such Citigroup Trust.



     (b) Upon termination of this Indenture or any series of Securities or the removal or
resignation of the Trustee pursuant to Section 6.10, the Company shall pay to the Trustee all
amounts accrued and owing to the Trustee to the date of such termination, removal or resignation.
Upon termination of the Declaration of any Citigroup Trust or the removal or resignation of the
Delaware Trustee or the Institutional Trustee, as the case may be, pursuant to Section 5.6 of the
Declaration of such Citigroup Trust, the Company shall pay to such Delaware Trustee or such
Institutional Trustee, as the case may be, all amounts accrued and owing to such Delaware Trustee
or such Institutional Trustee, as the case may be, to the date of such termination, removal or
resignation.



Section 10.7 Listing on an Exchange.




     If Securities of any series are to be issued as a Global Security in connection with the
distribution of such Securities to the holders of the Preferred Securities of a Citigroup Trust
upon a Dissolution Event with respect to such Citigroup Trust, the Company will use its best
efforts to list such series of Securities on the New York Stock Exchange, Inc. or on such other
securities exchange as the Preferred Securities of such Citigroup Trust are then listed. The
Company will promptly notify the Trustee in writing of any Securities that will be listed on or
delisted from any securities exchange.



Section 10.8 Future Issuance of Securities under this Indenture.




     Any Securities issued under this Indenture shall (x) be issued with the concurrence or
approval of the Federal Reserve or its staff or (y) qualify at the time of issuance for tier 1
capital treatment (irrespective of any limits on the amount of the Company’s tier 1 capital) under
applicable capital adequacy guidelines, regulations, policies, published interpretations or any
applicable concurrence or approval of the Federal Reserve or its staff.



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ARTICLE XI




Redemption Of Securities




Section 11.1 Applicability of Article; Federal Reserve Approval.




     Securities of each series are redeemable before their respective Stated Maturities in
accordance with their respective terms and (except as otherwise specified as contemplated by
Section 3.1 for Securities of any series) in accordance with this Article. Any redemption of any
series of Securities, in whole or in part, prior to their respective Stated Maturities shall be
subject to receipt by the Company of the prior concurrence or approval of the Federal Reserve or
its staff, (i) if such concurrence or approval is then required in order for securities such as the
Securities to qualify as tier 1 capital under applicable capital adequacy guidelines, regulations,
policies, published interpretations, or any applicable concurrence or approval of the Federal
Reserve or its staff, or (ii) if the Federal Reserve or its staff has informed the Company that it
must obtain such concurrence or approval before redeeming the Securities.



Section 11.2 Election to Redeem; Notice to Trustee.




     (a) Subject to the provisions of Section 11.2(b) and to the other provisions of this Article
XI, except as otherwise may be specified in this Indenture or, with respect to any series of
Securities, as otherwise specified as contemplated by Section 3.1 for the Securities of such
series, the Company shall have the right to redeem any series of Securities, in whole or in part,
from time to time, on or after the Redemption Option Date for such series at the Redemption Price.
The election of the Company to redeem any Securities redeemable at the election of the Company
shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company
of the Securities of any series, the Company shall, at least 40 days (unless a shorter period is
acceptable to the Trustee), but not more than 60 days, prior to the Redemption Date fixed by the
Company, notify the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a
condition provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction
or condition.



     (b) If a partial redemption of any series of Securities would result in the delisting of the
Preferred Securities of the Citigroup Trust that purchased such Securities from any national
securities exchange or other organization on which the Preferred Securities of such Citigroup Trust
are then listed, the Company shall not be permitted to effect such partial redemption and may only
redeem such series of Securities in whole.



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Section 11.3 Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series;
provided that, if at the time of redemption such Securities are registered as a Global Security,
the Depositary shall determine, in accordance with its procedures, the principal amount of such
Securities held by each Security Beneficial Owner to be redeemed.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.



Section 11.4 Notice of Redemption.




     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price (or if not then ascertainable, the manner of calculation
thereof),




     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities of such series to be redeemed,




     (4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and that interest thereon will cease to accrue on and
after said date,




     (5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price, and




     (6) that the redemption is for a sinking fund, if such is the case.



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     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request and provision of such notice information to the
Trustee no less than 10 days prior to the mailing of such redemption notice, by the Trustee in the
name and at the expense of the Company.



Section 11.5 Deposit of Redemption Price.




     Prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.



Section 11.6 Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided that
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.



     The Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of
such redemption or such earlier time as the Company determines, provided that the Company shall
deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York
City time, on the date such Redemption Price is to be paid.



Section 11.7 Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
for Securities of that series (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series, of like tenor and of any authorized denomination as
requested by such



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Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.



ARTICLE XII




Sinking Funds




Section 12.1 Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities as provided for by the
terms of Securities of such series.



Section 12.2 Satisfaction of Sinking Fund Payments with Securities.




     Unless the form or terms of any series of Securities shall provide otherwise, the Company (1)
may deliver to the Trustee Outstanding Securities of a series (other than any previously called for
redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any Securities of such
series required to be made pursuant to the terms of such Securities as provided for by the terms of
such Securities; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.



Section 12.3 Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities the
Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2
and will also deliver to the Trustee any Securities to be so delivered. Not less than 45 days
before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be



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given in
the name of and at the expense of the Company in the manner provided in Section 11.4. The Company
shall deposit the amount of cash, if any, required for such sinking fund payment with the Trustee
in the manner provided in Section 11.5. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.




ARTICLE XIII




Extension Of Interest Payment Period




Section 13.1 Extension of Interest Payment Period.




     The Company shall have the right, at any time and from time to time during the term of the
Securities of any series, to defer payments of interest by extending the interest payment period of
all Securities of such series for a period not exceeding 20 consecutive quarters (the “Extended
Interest Payment Period”), during which Extended Interest Payment Period no interest shall be due
and payable on Securities of such series; provided that no Extended Interest Payment Period may
extend beyond the Maturity of such Securities. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the interest payment
period pursuant to this Section 13.1, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extended Interest Payment Period (“Compounded Interest”). At the
end of any Extended Interest Payment Period with respect to any series of Securities, the Company
shall pay all interest accrued and unpaid on such Securities, including any Additional Interest and
Compounded Interest (together, “Deferred Interest”) that shall be payable to the Holders of
Securities of such Series in whose names such Securities are registered in the Security Register on
the record date immediately preceding the end of such Extended Interest Payment Period. Before the
termination of any Extended Interest Payment Period, the Company may further extend such period;
provided that such period, together with all such further extensions thereof, shall not exceed 20
consecutive quarters; and provided further that no prepayment of interest during an Extended
Interest Payment Period shall allow the Company to extend such Extended Interest Payment Period
beyond 20 consecutive quarters. Upon the termination of any Extended Interest Payment Period with
respect to any series of Securities and upon the payment of all Deferred Interest then due, the
Company may commence a new Extended Interest Payment Period with respect to such series of
Securities, subject to the foregoing requirements. No interest on a series of Securities shall be
due and payable during an Extended Interest Payment Period with respect thereto, except at the end
thereof, provided the Company may prepay at any time all or any portion of the interest accrued
during any Extended Interest Payment Period.



Section 13.2 Notice of Extension.




     (a) If the Institutional Trustee of a Citigroup Trust is the only Holder of Securities of a
series at the time the Company selects an Extended Interest Payment Period with respect thereto,
the Company shall give written notice to the Regular
Trustees and the Institutional Trustee of such Citigroup Trust and to the Trustee of its



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selection of such Extended Interest Payment Period at least one Business Day before the earlier of
(i) the next succeeding date on which Distributions on the Trust Securities issued by such
Citigroup Trust would be payable, if not for such Extended Interest Payment Period, or (ii) the
date such Citigroup Trust is required to give notice of the record date, or the date such
Distributions are payable, to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities issued by such Citigroup Trust, but in any
event at least one Business Day before such record date.




     (b) If the Institutional Trustee of a Citigroup Trust is not the only Holder of Securities of
a series at the time the Company selects an Extended Interest Payment Period with respect thereto,
the Company shall give written notice to the Holders of Securities of such series, the Regular
Trustees and the Trustee of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date
the Company is required to give notice of the record or payment date of such interest payment to
the New York Stock Exchange or other applicable self-regulatory organization or to Holders of
Securities of such series.



     (c) The quarter in which any notice is given pursuant to paragraphs (a) or (b) of this Section
13.2 shall be counted as one of the 20 quarters permitted in the maximum Extended Interest Payment
Period with respect to any series of Securities permitted under Section 1.3.



     (d) Notwithstanding anything else contained in this Indenture, the Company shall be required
to give notice to any Person of its selection of an Extended Interest Payment Period no more than
15 Business Days and no less than 5 Business Days before the next succeeding Interest Payment Date
of the affected Securities.



Section 13.3 Limitation of Transactions.



If with respect to any series of Securities (i) the Company shall exercise its right to defer
payments of interest thereon as provided in Section 13.1 or (ii) there shall have occurred any
Default, then (a) the Company and any subsidiary of the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s capital stock or make any guarantee
payment with respect thereto (other than (i) purchases, redemptions or other acquisitions of shares
of capital stock of the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii)
purchases of shares of common stock of the Company pursuant to a contractually binding requirement
to buy stock entered into in the ordinary course of business and existing prior to the commencement
of the Extended Interest Payment Period, including under a contractually binding stock repurchase
plan, (iii) as a result of an exchange or conversion of any class or series of the Company’s
capital stock for any other class or series of the Company’s capital stock, (iv) the purchase of
fractional interests in shares of the Company’s capital
stock pursuant to the conversion or exchange provisions of such capital stock or the




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security being
converted or exchanged, or (v) purchases of the Company’s capital stock by a broker-dealer
subsidiary of the Company for resale pursuant to an offering by the Company underwritten by such
broker-dealer subsidiary, (vi) purchases or other acquisitions by a broker-dealer subsidiary of the
Company solely for the purpose of market-making, stabilization or customer facilitation
transactions in the ordinary course of its business, or (vii) the acquisition of record ownership
of the capital stock of the Company or any Affiliate of the Company for the beneficial ownership of
any other Persons (other than the Company or any other subsidiary of the Company), including as
trustees or custodians), and (b) the Company and any subsidiary of the Company shall not make any
payment of interest on or principal of (or premium, if any, on), or repay, repurchase or redeem,
any debt securities or guarantees issued by the Company which rank pari passu with or junior to the
Securities, provided, however, the Company may declare and pay a stock dividend where the dividend
stock is the same stock as that on which the dividend is being paid.




ARTICLE XIV




Subordination Of Securities




Section 14.1 Agreement to Subordinate.




     The Company covenants and agrees, and each Holder of Securities issued hereunder by such
Holder’s acceptance thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Fourteen; and each Holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.



     The payment by the Company of the principal of, premium, if any, and interest on all
Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness
of the Company, whether outstanding at the date of this Indenture or thereafter incurred.



     No provision of this Article Fourteen shall prevent the occurrence of any Default hereunder.



Section 14.2 Default on Senior Indebtedness.




     In the event and during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior Indebtedness of the Company, as
the case may be, or in the event that the maturity of any Senior Indebtedness of the Company, as
the case may be, has been accelerated because of a default, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption payments) of, or
premium, if any, or interest on, the Securities or to acquire any of the Securities (except sinking
fund payments made in Securities acquired by the Company prior to such default):



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     In the event that, notwithstanding the foregoing, any payment shall be received by the
Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying
Agent, money for any such payment is segregated and held in trust) when such payment is prohibited
by the preceding paragraph of this Section 14.2, before all Senior Indebtedness of the Company is
paid in full, or provision is made for such payment in money in accordance with its terms, such
payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness of the Company or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, ratably according to the aggregate amount
remaining unpaid on account of the principal, premium, interest or any other payment due on the
Senior Indebtedness held or represented by each, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such Senior
Indebtedness, but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.



Section 14.3 Liquidation; Dissolution; Bankruptcy.




     Upon any payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the
Company shall first be paid in full, or payment thereof provided for in money in accordance with
its terms, before any payment is made by the Company on account of the principal (and premium, if
any) or interest on the Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the Securities or the
Trustee would be entitled to receive, except for the provisions of this Article Fourteen, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders of the Securities or by the Trustee
under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of
the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, as calculated by the Company) or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before
any payment or distribution is made to the Holders of Securities or to the Trustee.



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     In the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is segregated and held in
trust) before all Senior Indebtedness of the Company is paid in full, or provision is made for such
payment in money in accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness
or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, ratably according to the aggregate amount remaining unpaid on account of the
principal, premium, interest or any other payment due on the Senior Indebtedness held or
represented by each, as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.



     For purposes of this Article Fourteen, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article Fourteen with
respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may
be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the
rights of the holders of such Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in Article VIII shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 14.3 if such other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article VIII. Nothing in Section 14.2 or in this
Section 14.3 shall apply to claims of, or payments to the Trustee under or pursuant to Section 6.7.



Section 14.4 Subrogation.




     Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the
Holders of the Securities shall be subrogated to the rights of the holders of such indebtedness to
receive payments or distributions of cash, property or securities of the Company, as the case may
be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article



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Fourteen, and no payment over pursuant to the provisions of this Article Fourteen to or for
the benefit of the holders of such Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than Holders of Senior Indebtedness of the
Company, and the holders of the Securities, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of this Article Fourteen
are and are intended solely for the purposes of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness on the other hand.




     Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal
of (and premium, if any) and interest on the Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the relative rights of
the Holders of the Securities and creditors of the Company, as the case may be, other than the
holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under the Indenture, subject to the rights, if any, under
this Article Fourteen of the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any such remedy.



     Upon any payment or distribution of assets of the Company referred to in this Article
Fourteen, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities
shall be entitled to conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or
other Person making such payment or distribution, delivered to the Trustee or to the Holders of the
Securities, for the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case
may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Fourteen.



Section 14.5 Trustee to Effectuate Subordination.




     Each Holder of Securities by such Holder’s acceptance thereof authorizes and directs the
Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Fourteen and appoints the Trustee such
Holder’s attorney-in-fact for any and all such purposes.



Section 14.6 Notice by the Company.




     The Company shall give prompt written notice to a Responsible Officer of the Trustee of any
fact known to the Company that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the



74









 




provisions of this Article Fourteen. Notwithstanding the provisions of this Article Fourteen
or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies to or by the Trustee
in respect of the Securities pursuant to the provisions of this Article Fourteen, unless and until
a Responsible Officer of the Trustee shall have received written notice thereof from the Company or
a holder or holders of Senior Indebtedness or their representative or representatives or from any
trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1 shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice provided for in this
Section 14.6 at least three Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any Security), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to receive such money
and to apply the same to the purposes for which they were received, and shall not be affected by
any notice to the contrary that may be received by it within three Business Days prior to such
date.




     The Trustee, subject to the provisions of Section 6.1, shall be entitled to conclusively rely
on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company, as the case may be (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fourteen, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as to the right of such
Person to receive such payment.



Section 14.7 Rights of the Trustee; Holders of Senior Indebtedness.




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article Fourteen in respect of any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder.



     With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are specifically set forth in
this Article Fourteen, and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Section 6.1, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or



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deliver to Holders of Securities, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article Fourteen or
otherwise.




Section 14.8 Subordination May Not Be Impaired.




     No right of any present or future holder of any Senior Indebtedness of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company, as the case may be, or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Company, as the case may be, with
the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with.



     Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness of the Company may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without incurring responsibility to the
Holders of the Securities and without impairing or releasing the subordination provided in this
Article Fourteen or the obligations hereunder of the Holders of the Securities to the holders of
such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or
otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior
Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, as the
case may be, and any other Person.



Section 14.9 Trustee’s Compensation Not Prejudiced.




     Nothing in this Article Fourteen shall apply to amounts due to the Trustee pursuant to Section
6.7 of this Indenture.



ARTICLE XV




Miscellaneous




Section 15.1 Acknowledgement of Rights.




     The Company acknowledges that, with respect to any Securities held by a Citigroup Trust or a
trustee of such Trust, if the Institutional Trustee of such Citigroup Trust fails to enforce its
rights under this Indenture as the Holder of the series of Securities held as the assets of such
Citigroup Trust, any holder of Preferred Securities of such Citigroup Trust may institute legal
proceedings directly against the Company to enforce such Institutional Trustee’s rights under this
Indenture without first instituting any legal proceedings against such Institutional Trustee or any
other person or entity.



76









 





     Notwithstanding the foregoing, if a Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the applicable series of
Securities on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities
issued by the Citigroup Trust which is, or the Institutional Trustee of which is, the Holder of
such Securities may directly institute a proceeding for enforcement of payment to such holder of
the principal of or interest on the applicable series of Securities having a principal amount equal
to the aggregate liquidation amount of the Trust Securities of such holder (a “Direct Action”) on
or after the respective due date specified of such holder on or after the respective due date
specified in the applicable series of Securities. Notwithstanding any payments made to such holder
of Trust Securities by the Company in connection with a Direct Action, the Company shall remain
obligated to pay the principal of or interest on the series of Securities held by a Citigroup Trust
or the Institutional Trustee of a Citigroup Trust, and the Company shall be subrogated to the
rights of the holder of such Trust Securities to the extent of any payments made by the Company to
such holder in any Direct Action.



Section 15.2 Counterparts.




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



77









 






     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	/s/ Martin A. Waters
 	 
	 	 	Name:  	Martin A. Waters 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

     As Trustee

 	 
	 	By:  	/s/ Timothy W. Casey
 	 
	 	 	Name:  	Timothy W. Casey 	 
	 	 	Title:  	Senior Associate 	 



78









 








	 	 	 	 	 



EXHIBIT A




[FORM OF CERTIFICATE TO BE DELIVERED UPON

TRANSFER OF SECURITIES]




Citigroup Inc.

399 Park Avenue

New York, New York 10043

Facsimile: 212-793-5629

Attention: Treasury Department




The Bank of New York Mellon

101 Barclay Street — 8W

New York, New York 10286

Attention: Corporate Trust Administration





			
	Re:	 	8.00% Junior Subordinated Deferrable Interest Debentures due July 30, 2039 (the
“Securities”)


CUSIP # 172967EX5






     Reference is hereby made to that certain indenture dated as of July 30, 2009 (the
“Indenture”), between Citigroup Inc. and The Bank of New York Mellon, as trustee (the
“Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Indenture.



     This
certificate relates to $_____ principal amount of Securities held in definitive form by the
undersigned.



     The undersigned,                                          (transferor), hereby requests the
Trustee to transfer a Security or Securities to                                         
(transferee).



     In connection with such transfer of the Security or Securities, the undersigned confirms that
such Securities are being transferred in accordance with their terms:



CHECK ONE BOX BELOW:





	 	 	 	o
to Citigroup Inc. or any subsidiary thereof; or

	 
	 	 	 	o to a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) under the Securities Act of 1933, as amended (the “Securities
Act”) and in compliance with Rule 144A;

	 
	 	 	 	o pursuant to an exemption from registration provided by Rule 144 under the
Securities Act or any other available exemption from the registration requirements
of the Securities Act.





79









 












     Unless one of the boxes is checked, the Security Registrar will refuse to register the
transfer of any of the Securities referenced in this certificate.




                    
                                        

Signature




	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 

(Signature must be guaranteed by a participant
	 	 
	 

	 	in a recognized signature guarantee medallion	 	 
	 

	 	program)	 	 






TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED.




     The undersigned represents and warrants that (i) it and any account for which it is acting is
a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”), (ii) it exercises sole investment discretion with respect to each
such account, and (iii) it is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 
	 	 	[Name of Transferee]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	1	 


	 	 
	 

	 	Date:	 	 	 	 








 




			
	1	 	To be signed by an executive officer.




80









 













EXHIBIT B




[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]




Citigroup Inc.

399 Park Avenue

New York, New York 10043

Facsimile: 212-793-5629

Attention: Treasury Department




The Bank of New York Mellon

101 Barclay Street — 8W

New York, New York 10286

Attention: Corporate Trust Administration





			
	Re:	 	8.00% Junior Subordinated Deferrable Interest Debentures due July 30, 2039 (the
“Securities”)


CUSIP # 172967EX5





Ladies and Gentlemen:




     In connection with our proposed sale of $                     aggregate principal
amount at maturity of the Securities (the “Subject Securities”), we hereby certify that
such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”)
under the United States Securities Act of 1933, as amended, and, accordingly, we hereby further
certify that the Subject Securities are being transferred to a person that we reasonably believe is
purchasing the Subject Securities for its own account, or for one or more accounts with respect to
which such person exercises sole investment discretion, and such person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Subject Securities are being transferred in compliance with any
applicable securities laws of any state of the United States.



     The Bank of New York Mellon and Citigroup Inc. are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	2	 


	 	 
	 

	 	Date:	 	 	 	 








 




			
	2	 	To be signed by an authorized signatory.






1