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

    


    Unless
      this certificate is presented by an authorized representative of CDS Clearing
      and Depository Services Inc. ("CDS" or the “Depository”) to Citigroup Inc. or
      its agent for registration of transfer, exchange or payment, and any certificate
      issued in respect thereof is registered in the name of CDS & CO., or in such
      other name as is requested by an authorized representative of CDS (and any
      payment is made to CDS & CO. or to such other entity as is requested by an
      authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
      FOR
      VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder
      hereof, CDS & CO., has an interest herein. This certificate is issued
      pursuant to a Master Letter of Representations of Citigroup Inc. to CDS, as
      such
      letter may be replaced or amended from time to time.

    


    The
      Subordinated Notes are not savings accounts or deposits but are unsecured
      obligations of Citigroup Inc. The Subordinated Notes are not insured by the
      Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation
      or by any other federal agency or instrumentality.

    


    CITIGROUP
      INC.

    5.160%
      Fixed Rate/Floating Rate Subordinated Notes due May 24,
      2027

    
      	
              REGISTERED

            	
              REGISTERED

            


    

    


    CUSIP:
      172967 EB 3

    ISIN:
      CA172967 EB 37

    Common
      Code: 030171250 

    


    
      	
              No.
                R-_____

            	
              C$___________

            


    

    


    CITIGROUP
      INC., a Delaware corporation (the "Company", which term includes any successor
      Person under the Indenture), for value received, hereby promises to pay to
      CDS
& Co., or registered assigns, the principal sum of C$_____________ on May
      24, 2027, and until the principal hereof is paid or made available for payment
      to pay interest thereon (i) from and including May 24, 2007 or from the most
      recent Interest Payment Date (as defined herein) to which interest has been
      paid
      or duly provided for, to but excluding May 24, 2022 (the “Fixed Rate Period”),
      semi-annually in equal installments on the twenty-fourth day of May and November
      of each year, commencing November 24, 2007, at a fixed rate of 5.160% per annum,
      and (ii) from and including May 24, 2022 or from and including the most recent
      Interest Payment Date thereafter to which interest has been paid or duly
      provided for to but excluding May 24, 2027 or an earlier date of redemption
      (the
“Floating Rate Period”), monthly, on the twenty-fourth day of each month,
      beginning June 24, 2022 (each such semi-annual or monthly payment date, an
      “Interest Payment Date”), at a rate per annum for each interest period equal to
      one-month CDOR (as defined herein) plus 0.80%, as determined by Citibank, N.A.,
      London office, as calculation agent (the “Calculation Agent”), and reset monthly
      as described herein. An interest period during the Floating Rate Period will
      be
      the period commencing on an Interest Payment Date and ending on the day
      preceding the next following Interest Payment Date. The interest so payable,
      and
      punctually paid or duly provided for, on any Interest Payment Date will, as
      provided in the Indenture, be paid pursuant to the instructions of the Person
      in
      whose name this Subordinated Note is registered at the close of business on
      the
      Record Date for such interest, which shall be (i) the May 9 and November 9
      (whether or not a Business Day) next preceding each Interest Payment Date during
      the Fixed Rate Period and (ii) the fifteenth day immediately preceding each
      Interest Payment Date during the Floating Rate Period.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    During
      the Fixed Rate Period, interest will be payable semi-annually in equal
      installments and, in the case of any period other than a full semi-annual
      period, interest hereon during the Fixed Rate Period will be calculated on
      the
      basis of the actual number of days elapsed and a year of 365 days or (in the
      case of a leap year) 366 days. Interest hereon during the Floating Rate Period
      will be calculated on the basis of the actual number of days elapsed and a
      year
      of 365 days or (in the case of a leap year) 366 days. All Canadian dollar
      amounts resulting from the calculations described in the preceding two sentences
      will be rounded to the nearest cent.

    


    During
      the Fixed Rate Period, if either an Interest Payment Date or a redemption date
      falls on a day that is not a Toronto Business Day, the payment due on such
      date
      will be postponed to the next succeeding Toronto Business Day, and no further
      interest will accrue in respect of such postponement. "Toronto Business Day"
      means any Toronto business day on which commercial banks and foreign exchange
      markets settle payments and are open for general business (including dealings
      in
      foreign currency deposits and foreign exchange) in Toronto. 

    


    During
      the Floating Rate Period, if an Interest Payment Date falls on a day that is
      not
      a Toronto Business Day, such Interest Payment Date will be the next succeeding
      Toronto Business Day, unless that day falls in the next calendar month, in
      which
      case the Interest Payment Date will be the first preceding Toronto Business
      Day.
      If either the maturity date or a redemption date falls on a day that is not
      a
      Toronto Business Day, the payment due on such date will be postponed to the
      next
      succeeding Toronto Business Day, and no further interest will accrue in respect
      of such postponement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    During
      both the Fixed Rate Period and the Floating Rate Period, if a date for payment
      of interest or principal on the Subordinated Note falls on a day that is not
      a
      business day in the place of payment, such payment will be made on the next
      succeeding business day in such place of payment as if made on the date such
      payment was due. No interest will accrue on any amounts payable for the period
      from and after the due date for payment of such interest or
      principal.

    


    The
      Subordinated Notes will be represented by beneficial interests in fully
      registered permanent global notes (the "Global Notes") without interest coupons
      attached, which will be registered in the name of CDS & Co., as nominee for
      CDS, and deposited with CDS.

    


    Beneficial
      interests in the Global Notes will be represented through book-entry accounts
      of
      financial institutions acting on behalf of beneficial owners as direct and
      indirect participants in CDS. Clearstream International (“Clearstream”) and the
      Euroclear System (“Euroclear”) will hold interests on behalf of their
      participants through customers' securities accounts in their respective names
      on
      the books of their respective Canadian subcustodians, each of which is a
      Canadian Schedule I chartered bank ("Canadian subcustodians"), which in turn
      will hold such interests in customers' securities accounts in the names of
      the
      Canadian subcustodians on the books of CDS.

    


    All
      payments of principal and interest on the Subordinated Notes will be made in
      Canadian dollars. Payments on the Global Notes will be made on behalf of the
      Company by the fiscal agent pursuant to the instructions of the Person in whose
      name this Subordinated Note is registered at the close of business on the
      relevant Record Date. All payments made by the fiscal agent on the Company’s
      behalf shall discharge the liability of the Company under the Subordinated
      Notes
      to the extent of the sums so paid.

    


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

    


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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    Dated:
      May 24, 2007

    


    
      	 	
              CITIGROUP
                INC.

            
	 	 
	 	 
	 	 
	 	
              By:_________________________________

            
	 	
              Title:
                Assistant Treasurer

            


    

    


    


    ATTEST:

    


    By:___________________________________

    Title:
      Assistant Secretary

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


    Dated:
      May 24, 2007

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              as
                Trustee

            
	 	 
	 	 
	 	
              By:_________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              -or-

            
	 	 
	 	
              CITIBANK,
                N.A.,

            
	 	
              as
                Authenticating Agent

            
	 	 
	 	 
	 	
              By:_________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    This
      Subordinated Note is one of a duly authorized issue of Securities of the Company
      (the "Subordinated Notes"), issued and to be issued in one or more series under
      the Indenture, dated as of April 12, 2001, as supplemented August 2, 2004 (the
      "Indenture"), between the Company and The Bank of New York (successor to J.P.
      Morgan Trust Company, N.A. and Bank One Trust Company, N.A.), as Trustee (the
      "Trustee", which term includes any successor trustee under the Indenture),
      to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights, limitations of rights, duties and
      immunities thereunder of the Company, the Trustee and the holders of the
      Subordinated Notes and of the terms upon which the Subordinated Notes are,
      and
      are to be, authenticated and delivered. This Subordinated Note is one of the
      series designated on the face hereof, initially issued in the aggregate
      principal amount of C$500,000,000.

    


    The
      Company covenants and agrees that the indebtedness evidenced by the Subordinated
      Notes is subordinate and junior in right of payment to all Senior Indebtedness
      (as defined in the Indenture) to the extent provided in the Indenture, and
      each
      holder of Subordinated Notes, by his or her acceptance thereof, likewise
      covenants and agrees to the subordination provided in the Indenture (including
      Article Fourteen thereof) and shall be bound by the provisions
      thereof.

    


    In
      the
      event that the Company shall default in the payment of any principal of (or
      premium, if any) or interest on any Senior Indebtedness when the same becomes
      due and payable after any applicable grace period, whether at maturity or at
      a
      date fixed for prepayment or by declaration or otherwise, then, unless and
      until
      such default shall have been cured or waived or shall have ceased to exist,
      no
      direct or indirect payment (in cash, property, securities, by set-off or
      otherwise) shall be made or agreed to be made on account of the principal of,
      or
      premium, if any, or interest on the indebtedness evidenced by the Subordinated
      Notes, or in respect of any redemption, retirement or other acquisition of
      any
      of the Subordinated Notes, except that holders of Subordinated Notes may receive
      and retain (x) securities of the Company or any other corporation provided
      for
      by a plan of reorganization or readjustment the payment of which is subordinate,
      at least to the extent provided in these subordination provisions with respect
      to the indebtedness evidenced by the Subordinated Notes, to the payment of
      all
      Senior Indebtedness at the time outstanding and to any securities issued in
      respect thereof under any such plan of reorganization or readjustment and (y)
      payments made from a defeasance trust created pursuant to Article Eleven of
      the
      Indenture.

    


    In
      the
      event of:

    


    (i)
      any
      insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
      composition or other similar proceeding relating to the Company, its creditors
      or its property, 

    


    (ii)
      any
      proceeding for liquidation, dissolution or other winding up of the Company,
      voluntary or involuntary, whether or not involving insolvency or bankruptcy
      proceedings,

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (iii)
      any
      assignment by the Company for the benefit of creditors, or

    


    (iv)
      any
      other marshalling of the assets of the Company,

    


    all
      Senior Indebtedness (including any interest thereon accruing after the
      commencement of any such proceedings) shall first be paid in full before any
      payment or distribution, whether in cash, securities or other property, shall
      be
      made to any Holder of any of the Subordinated Notes on account thereof (except
      as provided in the next sentence). Any payment or distribution, whether in
      cash,
      securities or other property (other than (x) securities of the Company or any
      other corporation provided for by a plan of reorganization or readjustment
      the
      payment of which is subordinate, at least to the extent provided in these
      subordination provisions with respect to the indebtedness evidenced by the
      Subordinated Notes, to the payment of all Senior Indebtedness at the time
      outstanding and to any securities issued in respect thereof under any such
      plan
      of reorganization or readjustment and (y) payments made from a defeasance trust
      created pursuant to Article Eleven of the Indenture), which would otherwise
      (but
      for these subordination provisions) be payable or deliverable in respect of
      the
      Subordinated Notes shall be paid or delivered directly to the holders of Senior
      Indebtedness in accordance with the priorities then existing among such holders
      until all Senior Indebtedness (including any interest thereon accruing after
      the
      commencement of any such proceedings) shall have been paid in full.

    


    This
      Subordinated Note will bear interest for each interest period during the
      Floating Rate Period at a rate determined by Citibank, N.A., London office,
      acting as Calculation Agent. The interest rate on this Subordinated Note for
      a
      particular interest period will be a per annum rate equal to the Canadian dollar
      one-month Banker’s Acceptance Rate (“CDOR”) as determined on the related
      interest determination date plus 0.80%. The interest determination date for
      an
      interest period will be the first day of such interest period. Promptly upon
      determination, the Calculation Agent will inform the Trustee and the Company
      of
      the interest rate for the next interest period. Absent manifest error, the
      determination of the interest rate by the Calculation Agent shall be binding
      and
      conclusive on the holders of Subordinated Notes, the Trustee and the
      Company.

    


    On
      any
      interest determination date, CDOR will be equal to the offered rate for Canadian
      dollar bankers’ acceptances having a maturity of one month, as such rate appears
      on the Reuters Screen CDOR page at approximately 10:00 a.m., Toronto time,
      on
      such interest determination date. If the Reuters Screen CDOR page is replaced
      by
      another service or ceases to exist, the calculation agent will use the replacing
      service or such other service that may be nominated by the person sponsoring
      such information appearing there for the purpose of displaying offered rates
      for
      Canadian dollar bankers' acceptances having a maturity of one month. If no
      such
      service exists, the Calculation Agent shall proceed as described in the next
      paragraph.

    


    If
      no
      offered rate appears on the Reuters Screen CDOR page on an interest
      determination date at approximately 10:00 a.m., Toronto time, then CDOR will
      be
      the average of the bid rates of interest for Canadian dollar bankers'
      acceptances with maturities of one month for same day settlement as quoted
      by
      such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote
      such a rate as of 10:00 a.m., Toronto time, on such interest determination
      date.
      If at least two quotations are provided, CDOR will be the arithmetic average
      of
      the quotations provided. Otherwise, the rate of CDOR for the next interest
      period will be set equal to the rate of CDOR for the preceding interest
      period.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


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

    


    The
      Indenture contains provisions permitting the Company and the Trustee, without
      the consent of the holders of Securities, to establish, among other things,
      the
      form and terms of any series of Securities issuable thereunder by one or more
      supplemental indentures, and, with the consent of the holders of not less than
      a
      majority of the principal amount of Securities at the time Outstanding which
      are
      affected thereby, to modify the Indenture or any supplemental indenture or
      the
      rights of the holders of Securities of such series to be affected, provided
      that
      no such modification shall, without the consent of the holder of each
      Outstanding Security so affected, (x) 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 or any
      premium thereon, or change any place of payment where, or the coin or currency
      in which any Security or any premium or 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 the Indenture with respect to
      the
      subordination of the Securities in a manner adverse to the Securityholders
      or
      (y) reduce the aforesaid percentage in principal amount of the Outstanding
      Securities of any series, the consent of the holders of which is required for
      any supplemental indenture, or the consent of whose holders is required for
      any
      waiver provided for in the Indenture, or (z) modify certain other provisions
      of
      the Indenture, as set forth in Section 13.02 of the Indenture.

    


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

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    If
      CDS
      notifies the Company that it is unwilling or unable to continue as depositary
      in
      connection with the Global Notes or ceases to be a recognized clearing agency
      under the Securities Act (Ontario) or other applicable Canadian securities
      legislation, and a successor depositary is not appointed by the Company within
      90 days after receiving such notice or becoming aware that CDS is no longer
      so
      recognized, or if both Clearstream and Euroclear notify the Company that they
      are unwilling or unable to continue as a clearing system in connection with
      the
      Subordinated Notes, or if the Company in its sole discretion decides to allow
      some or all of the Subordinated Notes to be exchangeable for definitive
      securities in registered form, then the beneficial owners of Subordinated Notes
      affected by such events will be notified through the relevant chain of
      intermediaries that definitive notes are available. Beneficial owners of
      affected book-entry notes will then be entitled (1) to receive physical delivery
      in certificated form of definitive notes equal in principal amount to their
      beneficial interest and (2) to have the definitive notes registered in their
      names. The definitive notes will be issued in denominations of C$100,000 and
      integral multiples of C$1,000 in excess thereof. Definitive notes will be
      registered in the name or names of the person or persons CDS, Euroclear and
      Clearstream specify in a written instruction to the registrar. CDS or Euroclear
      and Clearstream may base their written instruction upon directions they receive
      from their participants. Thereafter, the holders of the definitive notes will
      be
      recognized as the "holders" of the notes under the Indenture.

    


    In
      the
      event definitive notes are issued, the holders of definitive notes will be
      able
      to receive payments of principal and interest on their notes at the office
      of
      the Company's paying agents maintained in Toronto and in London. Payment of
      principal of a definitive note may be made only against surrender of the note
      to
      one of the Company's paying agents. The Company also has the option of mailing
      checks to the registered holders of the notes.

    


    In
      the
      event definitive notes are issued, the holders of definitive notes will be
      able
      to transfer their notes, in whole or in part, by surrendering the notes for
      registration of transfer at the office of Citibank Canada, Toronto office,
      or
      Citibank, N.A., London office, duly endorsed by or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the registrar.
      Upon surrender, the Company will execute, and the authenticating agent will
      authenticate and deliver, new notes to the designated transferee in the amount
      being transferred, and a new note for any amount not being transferred will
      be
      issued to the transferor. Such new notes will be delivered free of charge at
      the
      offices of Citibank, N.A. in London or Citibank Canada in Toronto, as requested
      by the owner of such new notes. The Company will not charge any fee for the
      registration of transfer or exchange, except that it may require the payment
      of
      a sum sufficient to cover any applicable tax or other governmental charge
      payable in connection with the transfer.

    


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

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    
      	 	
              (1)

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

            


    

    
      	 	 	
              (a)

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

            


    

    
      	 	 	
              (b)

            	
              having
                had such a relationship in the past;
                or

            


    

    
      	 	 	
              (c)

            	
              being
                considered as having had such a
                relationship.

            


    

    


    
      	 	
              (2)

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

            


    

    
      	 	
               

            	
              (a)

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

            


    

    
      	 	
               

            	
              (b)

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

            


    

    
      	 	
               

            	
              (c)

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

            


    

    


    
      	 	
              (3)

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

            


    

    
      	 	
               

            	
              (a)

            	
              personal
                holding company;

            


    

    
      	 	
               

            	
              (b)

            	
              foreign
                personal holding company;

            


    

    
      	 	
               

            	
              (c)

            	
              foreign
                private foundation or other foreign tax-exempt
                organization;

            


    

    
      	 	
               

            	
              (d)

            	
              passive
                foreign investment company;

            


    

    
      	 	
               

            	
              (e)

            	
              controlled
                foreign corporation; or

            


    

    
      	 	
               

            	
              (f)

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

            


    

    


    
      	 	
              (4)

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

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    
      	 	
              (5)

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

            


    

    
      	 	
               

            	
              (a)

            	
              fiduciary;

            


    

    
      	 	
               

            	
              (b)

            	
              partnership;

            


    

    
      	 	
               

            	
              (c)

            	
              limited
                liability company; or

            


    

    
      	 	
               

            	
              (d)

            	
              other
                fiscally transparent entity

            


    

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

            


    

    


    
      	 	
              (6)

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

            


    

    


    
      	 	
              (7)

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

            


    

    


    
      	 	
              (8)

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

            


    

    


    
      	 	
              (9)

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

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              (10)

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

            


    

    
      	 	
               

            	
              (a)

            	
              estate
                tax;

            


    

    
      	 	
               

            	
              (b)

            	
              inheritance
                tax;

            


    

    
      	 	
               

            	
              (c)

            	
              gift
                tax;

            


    

    
      	 	
               

            	
              (d)

            	
              sales
                tax;

            


    

    
      	 	
               

            	
              (e)

            	
              excise
                tax;

            


    

    
      	 	
               

            	
              (f)

            	
              transfer
                tax;

            


    

    
      	 	
               

            	
              (g)

            	
              wealth
                tax;

            


    

    
      	 	
               

            	
              (h)

            	
              personal
                property tax; or

            


    

    
      	 	
               

            	
              (i)

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

            


    

    


    
      	 	
              (11)

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

            


    

    


    
      	 	
              (12)

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

            


    

    


    
      	 	
              (13)

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

            


    

    


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

    


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

    
      	 	
              (a)

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

            


    

    
      	 	
              (b)

            	
              any
                corporation, partnership or other entity treated as a corporation
                or a
                partnership created or organized in or under the laws of the United
                States
                or any political subdivision
                thereof;

            


    

    
      	 	
              (c)

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

            


    

    
      	 	
              (d)

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

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

    


    The
      Subordinated Notes may be redeemed at the option of the Company, in whole and
      not in part, on any Interest Payment Date occurring on or after May 24, 2022,
      at
      a redemption price equal to 100% of the principal amount of the Subordinated
      Notes plus accrued and unpaid interest thereon to the redemption date, including
      any Additional Amounts.

    


    After
      notice has been given as provided in the Indenture and funds for the redemption
      of the Subordinated Notes have been made available to the paying agents on
      the
      redemption date, the Subordinated Notes will cease to accrue interest on and
      after the redemption date. Thereafter, the only right of holders of the
      Subordinated Notes will be to receive payment of the redemption
      price.

    


    Notice
      of
      any optional redemption of the Subordinated Notes will be given by the Company
      at least 30 days before the date fixed for the redemption.

    


    In
      addition:

    


    (1) The
      Company may, at its option, redeem the Subordinated Notes if:

    
      	 	 	
              (a)

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

            


    

    
      	 	 	
              (b)

            	
              the
                obligation to pay Additional Amounts arises as a result of any change
                in
                the laws, regulations or rulings of the United States, or an official
                position regarding the application or interpretation of such laws,
                regulations or rulings, which change is announced or becomes effective
                on
                or after May 10, 2007; and

            


    

    
      	 	 	
              (c)

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

            


    

    


    
      	 	
              (2)

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

            


    

    
      	 	 	
              (a)

            	
              any
                act is taken by a taxing authority of the United States on or after
                May
                10, 2007, whether or not such act is taken in relation to the Company
                or
                any subsidiary, that results in a substantial probability that the
                Company
                will or may be required to pay Additional Amounts as described
                above;

            


    

    
      	 	 	
              (b)

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	 	
              (c)

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

            


    

    


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

    


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