exv4w03






Ex. 4.03




 






CAPITAL SECURITIES GUARANTEE AGREEMENT




Citigroup
Capital XXXIII


Dated as of July 30, 2009




 

















 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

DEFINITIONS AND INTERPRETATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1 Definitions and Interpretation
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

TRUST INDENTURE ACT
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1 Trust Indenture Act; Application
	 	 	4	 
	SECTION 2.2 Lists of Holders of Securities
	 	 	4	 
	SECTION 2.3 Reports by the Capital Guarantee Trustee
	 	 	5	 
	SECTION 2.4 Reports to Capital Guarantee Trustee
	 	 	5	 
	SECTION 2.5 Evidence of Compliance with Conditions Precedent
	 	 	5	 
	SECTION 2.6 Events of Default; Waiver
	 	 	5	 
	SECTION 2.7 Event of Default; Notice
	 	 	5	 
	SECTION 2.8 Conflicting Interests
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III

POWERS, DUTIES AND RIGHTS OF CAPITAL GUARANTEE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1 Powers and Duties of the Capital Guarantee Trustee
	 	 	6	 
	SECTION 3.2 Certain Rights of Capital Guarantee Trustee
	 	 	8	 
	SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV

CAPITAL GUARANTEE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1 Capital Guarantee Trustee; Eligibility
	 	 	10	 
	SECTION 4.2 Appointment, Removal and Resignation of Capital Guarantee Trustees
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V

GUARANTEE   
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.1 Guarantee
	 	 	11	 
	SECTION 5.2 Waiver of Notice and Demand
	 	 	12	 
	SECTION 5.3 Obligations Not Affected
	 	 	12	 
	SECTION 5.4 Rights of Holders
	 	 	13	 
	SECTION 5.5 Guarantee of Payment
	 	 	13	 
	SECTION 5.6 Subrogation
	 	 	13	 
	SECTION 5.7 Independent Obligations
	 	 	14	 






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TABLE OF CONTENTS
 (continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1 Limitation of Transactions
	 	 	14	 
	SECTION 6.2 Subordination
	 	 	15	 
	SECTION 6.3 Pari Passu Guarantees
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VII

TERMINATION   
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1 Termination
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VIII

INDEMNIFICATION   
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1 Exculpation
	 	 	16	 
	SECTION 8.2 Indemnification
	 	 	16	 
	ARTICLE IX

MISCELLANEOUS    
	 	 	 	 
	SECTION 9.1 Successors and Assigns
	 	 	17	 
	SECTION 9.2 Amendments
	 	 	17	 
	SECTION 9.3 Notices
	 	 	17	 
	SECTION 9.4 Benefit
	 	 	18	 
	SECTION 9.5 Governing Law
	 	 	18	 






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CAPITAL SECURITIES GUARANTEE AGREEMENT




          This GUARANTEE AGREEMENT (the “Capital Securities Guarantee”), dated as of July 30, 2009, is
executed and delivered by Citigroup Inc., a Delaware corporation (the “Guarantor”), and The Bank of
New York Mellon, as trustee (the “Capital Guarantee Trustee”), for the benefit of the Holders (as
defined herein) from time to time of the Capital Securities (as defined herein) of Citigroup
Capital XXXIII, a Delaware statutory trust (the “Issuer”).



          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated
as of July 30, 2009, among the trustees of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing on the date hereof 27,059,000 capital securities, having an aggregate liquidation
amount of $27,059,000,000, designated the 8.00% Capital Securities (the “Capital Securities”);



          WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in this Capital
Securities Guarantee, to pay to the Holders the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein.



          NOW, THEREFORE, in consideration of the purchase by each Holder of Capital Securities, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and
delivers this Capital Securities Guarantee for the benefit of the Holders.



ARTICLE I




DEFINITIONS AND INTERPRETATION




SECTION 1.1 Definitions and Interpretation.




          In this Capital Securities Guarantee, unless the context otherwise requires:



          (a) Capitalized terms used in this Capital Securities Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section 1.1;



          (b) a term defined anywhere in this Capital Securities Guarantee has the same meaning
throughout;



          (c) all references to “the Capital Securities Guarantee” or “this Capital Securities
Guarantee” are to this Capital Securities Guarantee as modified, supplemented or amended from time
to time;



          (d) all references in this Capital Securities Guarantee to Articles and Sections are to
Articles and Sections of this Capital Securities Guarantee, unless otherwise specified;



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          (e) a term defined in the Trust Indenture Act has the same meaning when used in this Capital
Securities Guarantee, unless otherwise defined in this Capital Securities Guarantee or unless the
context otherwise requires; and



          (f) a reference to the singular includes the plural and vice versa.



          “Authorized Officer” of a Person means any Person that is authorized to bind such
Person.



          “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities
Act of 1933, as amended, or any successor rule thereunder.



          “Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the City of New York, New York are permitted or required by any applicable law or
regulation to close.



          “Capital Guarantee Trustee” means The Bank of New York Mellon, until a Successor
Capital Guarantee Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Capital Securities Guarantee, and thereafter means each such Successor Capital
Guarantee Trustee.



          “Closing Date” means July 30, 2009.



          “Corporate Trust Office” means the office of the Capital Guarantee Trustee at which
the corporate trust business of the Capital Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this Agreement is located at 101
Barclay Street-8W, New York, New York 10286.



          “Covered Person” means any Holder or beneficial owner of Capital Securities.



          “Debentures” means the series of junior subordinated debt securities of the Guarantor
designated the 8.00% Junior Subordinated Deferrable Interest Debentures due July 30, 2039 held by
the Institutional Trustee (as defined in the Declaration) of the Issuer.



          “Event of Default” means a default by the Guarantor on any of its payment or other
obligations under this Capital Securities Guarantee.



          “Guarantee Payments” means the following payments or distributions, without
duplication, with respect to the Capital Securities, to the extent not paid or made by the Issuer:
(i) any accrued and unpaid Distributions (as defined in Annex I to the Declaration) that are
required to be paid on the Capital Securities, to the extent the Issuer has funds available
therefor, (ii) the redemption price of $1,000 per Capital Security, plus all accrued and unpaid
Distributions to the date of redemption (the “Redemption Price”), to the extent that the Issuer has
funds available therefor, with respect to any Capital Securities called for redemption by the
Issuer and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the
Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for
Capital Securities as provided in the Declaration or the redemption of all of the Capital
Securities upon the maturity or redemption of all of the Debentures as provided in the Declaration)
the lesser of



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(a) the aggregate of the liquidation amount of $1,000 per Capital Security and all accrued and
unpaid Distributions on the Capital Securities to the date of payment, or (b) the amount of assets
of the Issuer remaining for distribution to Holders in liquidation of the Issuer (in either case,
the “Liquidation Distribution”).



          “Holder” shall mean any holder, as registered on the books and records of the Issuer,
of any Capital Securities; provided, however, that (subject to Section 2.1(a) hereof) in
determining whether the holders of the requisite percentage of Capital Securities have given any
request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any
Affiliate of the Guarantor.



          “Indemnified Person” means the Capital Guarantee Trustee, any Affiliate of the Capital
Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Capital Guarantee Trustee.



          “Indenture” means the Indenture dated as of July 30, 2009, among the Guarantor and The
Bank of New York Mellon, as trustee, and any indenture supplemental thereto, pursuant to which the
Debentures are to be issued to the Institutional Trustee of the Issuer.



          “Majority in liquidation amount of Capital Securities” means, except as provided by
the Trust Indenture Act (subject to Section 2.1(a) hereof), a vote by Holder(s), voting separately
as a class, holding Capital Securities representing more than 50% of the aggregate liquidation
amount (including the stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid Distributions to the date upon which the voting percentages are determined)
of all outstanding Capital Securities.



          “Officers’ Certificate” means, with respect to any Person, a certificate signed by two
Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance
with a condition or covenant provided for in this Capital Securities Guarantee shall include:



          (a) a statement that each officer signing the Officers’ Certificate has read the covenant or
condition and the definitions relating thereto;



          (b) a brief statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;



          (c) a statement that each such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and



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



          “Person” means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision thereof, or any
other entity of whatever nature.



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          “Responsible Officer” means, with respect to the Capital Guarantee Trustee, any
officer within the Corporate Trust Office of the Capital Guarantee Trustee with direct
responsibility for the administration of this Capital Securities Guarantee 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.



          “Successor Capital Guarantee Trustee” means a successor Capital Guarantee Trustee
possessing the qualifications to act as Capital Guarantee Trustee under Section 4.1.



          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.



          “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.



ARTICLE II




TRUST INDENTURE ACT




SECTION 2.1 Trust Indenture Act; Application.




          (a) Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a
matter of contract to this Capital Securities Guarantee for purposes of interpretation,
construction and defining the rights and obligations hereunder, and this Capital Securities
Guarantee, the Guarantor and the Capital Guarantee 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 Capital Securities Guarantee were qualified under that Act on the date of this Capital
Securities Guarantee; provided, however, that Capital 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. Upon and following qualification of this Capital Securities Guarantee as an indenture under
the Trust Indenture Act, this Capital Securities Guarantee shall be subject to the provisions of
the Trust Indenture Act that are required to be part of this Capital Securities Guarantee and
shall, to the extent applicable, be governed by such provisions, subject to any applicable
exemptive order issued by the Commission, including any such order addressing the final paragraph
of Section 316(a) of the Trust Indenture Act.



          (b) If and to the extent that any provision of this Capital Securities Guarantee limits,
qualifies or conflicts with the duties required to be imposed by Section 310 to 317, inclusive, of
the Trust Indenture Act, and such duties are not expressly excluded by this Capital Securities
Guarantee as permitted by the Trust Indenture Act, such imposed duties shall control.



SECTION 2.2 Lists of Holders of Securities.




          (a) The Guarantor shall provide the Capital Guarantee Trustee with a list, in such form as the
Capital Guarantee Trustee may reasonably require, of the names and addresses of the Holders (“List
of Holders”) as of such date, (i) within one Business Day after January 1



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and June 30 of each year, and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than 14 days before such
List of Holders is given to the Capital Guarantee Trustee; provided, that the Guarantor shall not
be obligated to provide such List of Holders at any time the List of Holders does not differ from
the most recent List of Holders given to the Capital Guarantee Trustee by the Guarantor. The
Capital Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.



          (b) The Capital Guarantee Trustee shall comply with its obligations under Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.



SECTION 2.3 Reports by the Capital Guarantee Trustee.




          Within 60 days after May 15 of each year (commencing with the year of the first anniversary of
the Closing Date), the Capital Guarantee Trustee shall provide to the Holders 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 Capital Guarantee Trustee shall also comply
with the other requirements of Section 313 of the Trust Indenture Act.



SECTION 2.4 Reports to Capital Guarantee Trustee.




          The Guarantor shall provide to the Capital Guarantee Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate required by Section
314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314
of the Trust Indenture Act. The Guarantor shall notify the Capital Guarantee Trustee when any
Capital Securities are listed on any stock exchange.



SECTION 2.5 Evidence of Compliance with Conditions Precedent.




          The Guarantor shall provide to the Capital Guarantee Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Capital Securities Guarantee that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form
of an Officers’ Certificate.



SECTION 2.6 Events of Default; Waiver.




          The Holders of a Majority in liquidation amount of Capital Securities may, by vote, on behalf
of the Holders of all of the Capital Securities, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of this Capital
Securities Guarantee, but no such waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon.



SECTION 2.7 Event of Default; Notice.




          (a) The Capital Guarantee Trustee shall, within 90 days after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders, notices of all



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Events of Default actually known to a Responsible Officer of the Capital Guarantee Trustee,
unless such defaults have been cured before the giving of such notice; provided, that the Capital
Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible
Officer of the Capital Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders.



          (b) The Capital Guarantee Trustee shall not be deemed to have knowledge of any Event of
Default unless either the Capital Guarantee Trustee shall have received written notice, or a
Responsible Officer of the Capital Guarantee Trustee charged with the administration of the
Declaration shall have obtained actual knowledge.



SECTION 2.8 Conflicting Interests.




          The Declaration shall be deemed to be specifically described in this Capital Securities
Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.



ARTICLE III




POWERS, DUTIES AND RIGHTS OF

CAPITAL GUARANTEE TRUSTEE




SECTION 3.1 Powers and Duties of the Capital Guarantee Trustee.




          (a) This Capital Securities Guarantee shall be held by the Capital Guarantee Trustee for the
benefit of the Holders, and the Capital Guarantee Trustee shall not transfer its right, title and
interest in this Capital Securities Guarantee to any Person except a Holder exercising his or her
rights pursuant to Section 5.4(b) or to a Successor Capital Guarantee Trustee on acceptance by such
Successor Capital Guarantee Trustee of its appointment to act as Successor Capital Guarantee
Trustee. The right, title and interest of the Capital Guarantee Trustee shall automatically vest in
any Successor Capital Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant to the appointment
of such Successor Capital Guarantee Trustee.



          (b) If an Event of Default actually known to a Responsible Officer of the Capital Guarantee
Trustee has occurred and is continuing, the Capital Guarantee Trustee shall enforce this Capital
Securities Guarantee for the benefit of the Holders of the Capital Securities.



          (c) The Capital Guarantee Trustee, before the occurrence of any Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to perform only such duties
as are specifically set forth in this Capital Securities Guarantee, and no implied covenants shall
be read into this Capital Securities Guarantee against the Capital Guarantee Trustee. In case an
Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the Capital Guarantee Trustee, the Capital Guarantee
Trustee shall exercise such of the rights and powers vested in it by this Capital Securities
Guarantee, and use the same degree of care and skill in its exercise



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thereof, as a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.



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




          (i) Prior to the occurrence of any Event of Default and after the curing or waiving of
all such Events of Default that may have occurred:




     (A) the duties and obligations of the Capital Guarantee Trustee shall be
determined solely by the express provisions of this Capital Securities Guarantee,
and the Capital Guarantee Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Capital Securities
Guarantee, and no implied covenants or obligations shall be read into this Capital
Securities Guarantee against the Capital Guarantee Trustee; and




     (B) in the absence of bad faith or willful misconduct on the part of the
Capital Guarantee Trustee, the Capital Guarantee Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Capital Guarantee
Trustee and conforming to the requirements of this Capital Securities Guarantee; but
in the case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Capital Guarantee Trustee, the Capital
Guarantee Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Capital Securities Guarantee (but need
not confirm or investigate the accuracy of mathematical calculations or other facts
stated therein);




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




          (iii) the Capital Guarantee 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 not less than a Majority in liquidation amount of Capital Securities relating to
the time, method and place of conducting any proceeding for any remedy available to the
Capital Guarantee Trustee, or exercising any trust or power conferred upon the Capital
Guarantee Trustee under this Capital Securities Guarantee; and




          (iv) no provision of this Capital Securities Guarantee shall require the Capital
Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or
powers, if the Capital Guarantee Trustee shall have reasonable grounds for believing that
the repayment of such funds or liability is not reasonably assured to it



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under the terms of this Capital Securities Guarantee or indemnity, reasonably
satisfactory to the Capital Guarantee Trustee, against such risk or liability is not
reasonably assured to it.



SECTION 3.2 Certain Rights of Capital Guarantee Trustee.




          (a) Subject to the provisions of Section 3.1:




          (i) The Capital Guarantee 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, sent or presented by the proper party or parties.




          (ii) Any direction or act of the Guarantor contemplated by this Capital Securities
Guarantee shall be sufficiently evidenced by an Officers’ Certificate.




          (iii) Whenever, in the administration of this Capital Securities Guarantee, the Capital
Guarantee Trustee shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Capital Guarantee Trustee (unless
other evidence is herein specifically prescribed) may, in the absence of bad faith on its
part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of
such request, shall be promptly delivered by the Guarantor.




          (iv) The Capital Guarantee Trustee shall have no duty to see to any recording, filing
or registration of any instrument (or any rerecording, refiling or registration thereof).




          (v) The Capital Guarantee Trustee may consult with counsel, and the written advice or
opinion of such counsel with respect to legal matters 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 accordance with such advice or opinion. Such counsel may be
counsel to the Guarantor or any of its Affiliates and may include any of its employees. The
Capital Guarantee Trustee shall have the right at any time to seek instructions concerning
the administration of this Capital Securities Guarantee from any court of competent
jurisdiction.




          (vi) The Capital Guarantee Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Capital Securities Guarantee at the request or
direction of any Holder, unless such Holder shall have provided to the Capital Guarantee
Trustee such security and indemnity, reasonably satisfactory to the Capital Guarantee
Trustee, against the costs, expenses (including attorneys’ fees and expenses and the
expenses of the Capital Guarantee Trustee’s agents, nominees or custodians) and liabilities
that might be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Capital Guarantee Trustee; provided that,
nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Capital Guarantee
Trustee, upon the occurrence of an Event of Default, of its



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obligation to exercise the rights and powers vested in it by this Capital Securities
Guarantee.




          (vii) The Capital Guarantee 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 Capital Guarantee Trustee, in its
discretion and after prior consultation with the Guarantor, may make such further inquiry or
investigation into such facts or matters as it may see fit at the expense of the Guarantor
and shall incur no liability of any kind by reason of such inquiry or investigation.




          (viii) The Capital Guarantee Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents, nominees,
custodians or attorneys, and the Capital Guarantee 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.




          (ix) Any action taken by the Capital Guarantee Trustee or its agents hereunder shall
bind the Holders of the Capital Securities, and the signature of the Capital Guarantee
Trustee or its agents alone shall be sufficient and effective to perform any such action. No
third party shall be required to inquire as to the authority of the Capital Guarantee
Trustee to so act or as to its compliance with any of the terms and provisions of this
Capital Securities Guarantee, both of which shall be conclusively evidenced by the Capital
Guarantee Trustee’s or its agent’s taking such action.




          (x) Whenever in the administration of this Capital Securities Guarantee the Capital
Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing
any remedy or right or taking any other action hereunder, the Capital Guarantee Trustee (i)
may request instructions from the Holders of a Majority in liquidation amount of Capital
Securities, (ii) may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions.




          (xi) in no event shall the Capital Guarantee Trustee be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Capital Guarantee Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and




          (xii) in no event shall the Capital Guarantee Trustee be responsible or liable for any
failure or delay in the performance of its obligations under this Capital Securities
Guarantee 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.



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          (b) No provision of this Capital Securities Guarantee shall be deemed to impose any duty or
obligation on the Capital Guarantee Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be
illegal, or in which the Capital Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the Capital Guarantee
Trustee shall be construed to be a duty.



SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.




          The recitals contained in this Guarantee shall be taken as the statements of the Guarantor,
and the Capital Guarantee Trustee does not assume any responsibility for their correctness. The
Capital Guarantee Trustee makes no representation as to the validity or sufficiency of this Capital
Securities Guarantee.



ARTICLE IV




CAPITAL GUARANTEE TRUSTEE




SECTION 4.1 Capital Guarantee Trustee; Eligibility.




          (a) There shall at all times be a Capital Guarantee Trustee which shall:




          (i) not be an Affiliate of the Guarantor; and




          (ii) be a corporation organized and doing business under the laws of the United States
of America or any State or Territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Securities and Exchange Commission to act as an
institutional trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii),
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.



          (b) If at any time the Capital Guarantee Trustee shall cease to be eligible to so act under
Section 4.1(a), the Capital Guarantee Trustee shall immediately resign in the manner and with the
effect set out in Section 4.2(c).



          (c) If the Capital Guarantee Trustee has or shall acquire any “conflicting interest” within
the meaning of Section 310(b) of the Trust Indenture Act, the Capital Guarantee Trustee and
Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act, subject to the penultimate paragraph thereof.



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SECTION 4.2 Appointment, Removal and Resignation of Capital Guarantee Trustees.




          (a) Subject to Section 4.2(b), the Capital Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor except if an Event of Default shall have occurred and be
continuing.



          (b) The Capital Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until
a Successor Capital Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Capital Guarantee Trustee and delivered to the
Guarantor.



          (c) The Capital Guarantee Trustee appointed to office shall hold office until a Successor
Capital Guarantee Trustee shall have been appointed or until its removal or resignation. The
Capital Guarantee Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing executed by the Capital Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Capital Guarantee Trustee has
been appointed and has accepted such appointment by instrument in writing executed by such
Successor Capital Guarantee Trustee and delivered to the Guarantor and the resigning Capital
Guarantee Trustee.



          (d) If no Successor Capital Guarantee Trustee shall have been appointed and accepted
appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an
instrument of resignation, the resigning Capital Guarantee Trustee may petition any court of
competent jurisdiction at the expense of the Guarantor for appointment of a Successor Capital
Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Capital Guarantee Trustee.



          (e) No Capital Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Capital Guarantee Trustee.



          (f) Upon termination of this Capital Securities Guarantee or removal or resignation of the
Capital Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Capital
Guarantee Trustee all amounts accrued and owing to such Capital Guarantee Trustee to the date of
such termination, removal or resignation.



ARTICLE V




GUARANTEE




SECTION 5.1 Guarantee.




          The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments, as and when due, regardless of any defense, right of set-off or counterclaim
that the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.



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SECTION 5.2 Waiver of Notice and Demand.




          The Guarantor hereby waives notice of acceptance of this Capital Securities Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment, any right to
require a proceeding first against the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.



SECTION 5.3 Obligations Not Affected.




          The obligations, covenants, agreements and duties of the Guarantor under this Capital
Securities Guarantee shall in no way be affected or impaired by reason of the happening from time
to time of any of the following:



          (a) the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer of any express or implied agreement, covenant, term or condition relating to the
Capital Securities to be performed or observed by the Issuer;



          (b) the extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms
of the Capital Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Capital Securities;



          (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce,
assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the
terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;



          (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;



          (e) any invalidity of, or defect or deficiency in, the Capital Securities;



          (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or



          (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations
of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.



          There shall be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.



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SECTION 5.4 Rights of Holders.




          (a) The Holders of a Majority in liquidation amount of Capital Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the
Capital Guarantee Trustee in respect of this Capital Securities Guarantee or exercising any trust
or power conferred upon the Capital Guarantee Trustee under this Capital Securities Guarantee;
provided that:




          (i) Such direction shall not be in conflict with any rule of law or with this Capital
Securities Guarantee;




          (ii) The Capital Guarantee Trustee may take any other action deemed proper by the
Capital Guarantee Trustee which is not inconsistent with such direction; and




          (iii) Subject to the provisions of Section 3.1, the Capital Guarantee Trustee shall
have the right to decline to follow any such direction if the Capital Guarantee Trustee in
good faith shall, by a Responsible Officer or Officers of the Capital Guarantee Trustee,
determine that the proceeding so directed would involve the Capital Guarantee Trustee in
personal liability, against which adequate indemnity, in the opinion of the Capital
Guarantee Trustee, has not been provided.



          (b) If the Capital Guarantee Trustee fails to enforce its rights under this Capital Securities
Guarantee, any Holder may directly institute a legal proceeding against the Guarantor to enforce
the Capital Guarantee Trustee’s rights under this Capital Securities Guarantee, without first
instituting a legal proceeding against the Issuer, the Capital Guarantee Trustee or any other
Person or entity.



          (c) A Holder of Capital Securities may also directly institute a legal proceeding against the
Guarantor to enforce such Holder’s right to receive payment under this Capital Securities Guarantee
without first (i) directing the Capital Guarantee Trustee to enforce the terms of this Capital
Securities Guarantee or (ii) instituting a legal proceeding directly against the Issuer or any
other Person or entity.



SECTION 5.5 Guarantee of Payment.




          This Capital Securities Guarantee creates a guarantee of payment and not of collection.



SECTION 5.6 Subrogation.




          The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities
against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this
Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a
result of payment under this Capital Securities Guarantee, if, at the time of any such payment, any
amounts are due and unpaid under this Capital Securities Guarantee. If any



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amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.



SECTION 5.7 Independent Obligations.




          The Guarantor acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Capital Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Capital
Securities Guarantee notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.



ARTICLE VI




LIMITATION OF TRANSACTIONS; SUBORDINATION




SECTION 6.1 Limitation of Transactions.




          So long as any Capital Securities remain outstanding, if there shall have occurred any event
that would constitute an Event of Default or a Default under the Declaration, then (a) the
Guarantor and any subsidiary of the Guarantor will 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 Guarantor’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
Guarantor 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 Guarantor pursuant to a contractually binding requirement to buy stock
entered into in the ordinary course of business and existing prior to the Event of Default or
Default, including under a contractually binding stock repurchase plan, (iii) as a result of an
exchange or conversion of any class or series of the Guarantor’s capital stock for any other class
or series of the Guarantor’s capital stock, (iv) the purchase of fractional interests in shares of
the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (v) the purchase of the Guarantor’s capital
stock by a broker-dealer subsidiary of the Guarantor for resale pursuant to an offering by the
Guarantor underwritten by such broker-dealer subsidiary, (vi) purchases or other acquisitions by a
broker-dealer subsidiary of the Guarantor 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 Guarantor or any Affiliate of the Guarantor for the
beneficial ownership of any other Persons (other than the Guarantor or any other subsidiary of the
Guarantor), including as trustees or custodians) and (b) the Guarantor and any subsidiary of the
Guarantor will 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 Guarantor that rank
pari passu with or junior to the Debentures; provided, however, the Guarantor may declare and pay a
stock dividend where the dividend stock is the same stock as that on which the dividend is being
paid.



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SECTION 6.2 Subordination.




          The obligations of the Guarantor under this Capital Securities Guarantee will constitute
unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) of the Guarantor to the extent and in the
manner set forth in the Indenture with respect to the Debentures, and the provisions of Article
Fourteen of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor
hereunder. The obligations of the Guarantor hereunder do not constitute Senior Indebtedness (as
defined in the Indenture) of the Guarantor.



SECTION 6.3 Pari Passu Guarantees.




          The obligations of the Guarantor under this Capital Securities Guarantee shall rank pari passu
with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the
Guarantor on behalf of the holders of preferred or capital securities issued by any Citigroup Trust
(as defined in the Indenture), (ii) the Indenture and the Securities (as defined therein) issued
thereunder, (iii) any expense agreements entered into by the Guarantor in connection with the
offering of preferred or capital securities by any Citigroup Trust (as defined in the Indenture),
and (iv) any other security, guarantee or other agreement or obligation that is by its terms pari
passu with the Securities (as defined in the Indenture) and, in the case of this clause (iv) only,
(x) is issued with the concurrence or approval of the staff of the Federal Reserve Bank of New York
or the staff of the Board of Governors of the Federal Reserve System 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 the applicable capital adequacy
guidelines, regulations, policies or published interpretations of the Board of Governors of the
Federal Reserve System.



ARTICLE VII




TERMINATION




SECTION 7.1 Termination.




          This Capital Securities Guarantee shall terminate upon (i) full payment of the Redemption
Price of all Capital Securities, (ii) the distribution of the Debentures to the Holders of all of
the Capital Securities or (iii) full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this Capital Securities
Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time
any Holder must restore payment of any sums paid under the Capital Securities or under this Capital
Securities Guarantee.



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ARTICLE VIII




INDEMNIFICATION




SECTION 8.1 Exculpation.




          (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise
to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Indemnified Person in good faith in accordance with this
Capital Securities Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this Capital Securities
Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect
to such acts or omissions.



          (b) An Indemnified Person shall be fully protected in relying in good faith upon the records
of the Guarantor and upon such information, opinions, reports or statements presented to the
Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such
other Person’s professional or expert competence and who, if selected by such Person, has been
selected with reasonable care by such Person, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits, losses, or any other
facts pertinent to the existence and amount of assets from which Distributions to Holders might
properly be paid.



SECTION 8.2 Compensation; Expenses; Indemnification.




          The Guarantor agrees to pay to the Capital Guarantee Trustee from time to time such
compensation as shall be agreed to in writing between the Guarantor and the Capital Guarantee
Trustee 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); except as
otherwise expressly provided herein or in the writing referred to above, to reimburse the Capital
Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Capital Guarantee Trustee in accordance with any provision of this Capital
Securities Guarantee (including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as may be attributable to
its negligence, willful misconduct or bad faith; and to indemnify each Indemnified Person for, and
to hold each Indemnified Person harmless against, any loss, liability, claim, damage 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 trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The provisions of this Section 8.2 shall survive the termination of
this Capital Securities Guarantee.



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ARTICLE IX




MISCELLANEOUS




SECTION 9.1 Successors and Assigns.




          All guarantees and agreements contained in this Capital Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to
the benefit of the Holders of the Capital Securities then outstanding.



SECTION 9.2 Amendments.




          Except with respect to any changes that do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Capital Securities Guarantee may be
amended only with the prior approval of the Holders of not less than a Majority in liquidation
amount of Capital Securities. The provisions of Section 12.2 of the Declaration with respect to
meetings of Holders apply to the giving of such approval.



SECTION 9.3 Notices.




          All notices provided for in this Capital Securities Guarantee shall be in writing, duly signed
by the. party giving such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:



          (a) If given to the Capital Guarantee Trustee, at the Capital Guarantee Trustee’s mailing
address set forth below (or such other address as the Capital Guarantee Trustee may give notice of
to the Holders and the Guarantor):


The Bank of New York Mellon

101 Barclay Street – 8W

New York, New York 10286

Attention: Corporate Trust Administration




          (b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such
other address as the Guarantor may give notice of to the Holders and the Capital Guarantee
Trustee):


Citigroup Inc.

153 East 53rd Street

New York, New York 10043

Attention: Charles E. Wainhouse, Assistant Treasurer




          (c) If given to any Holder, at the address set forth on the books and records of the Issuer.



          All such notices shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address



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of which no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.



SECTION 9.4 Benefit.




          This Capital Securities Guarantee is solely for the benefit of the Holders of the Capital
Securities and, subject to Section 3.1(a), is not separately transferable from the Capital
Securities.



SECTION 9.5 Governing Law; Waiver of Trial by Jury.




          THIS CAPITAL SECURITIES GUARANTEE 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 GUARANTOR AND
THE CAPITAL GUARANTEE 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
CAPITAL SECURITIES GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.



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          THIS CAPITAL SECURITIES GUARANTEE is executed as of the day and year first above written.



	 	 	 	 	 
	 	CITIGROUP INC.,

as Guarantor

 	 
	 	By:  	/s/ Martin A. Waters
 	 
	 	 	Name:  	Martin A. Waters 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Capital Guarantee Trustee

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




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