Execution Version

          CAPITAL REPLACEMENT COVENANT, dated as of June 30, 2006 (this "Capital
Replacement Covenant"), by Citigroup Inc., a Delaware corporation (the
"Corporation"), in favor of, and for the benefit of, each Covered Debtholder (as
defined below).

                                    RECITALS

          A. On the date hereof, the Corporation is issuing $501,000,000
aggregate principal amount of its 6.875% Junior Subordinated Deferrable Interest
Debentures due June 30, 2066 (the "Notes") to Citigroup Capital XIV, a Delaware
statutory trust (the "Trust").

          B. On the date hereof, the Trust is issuing $500,000,000 aggregate
liquidation amount of its 6.875% Enhanced Trust Preferred Securities (the
"Enhanced TRUPS"(R)(1) and, together with the Notes, the "Securities").

          C. This Capital Replacement Covenant is the "Capital Replacement
Covenant" referred to in the Prospectus, dated June 26, 2006, relating to the
Enhanced TRUPS.

          D. The Corporation is entering into this Capital Replacement Covenant
and disclosing the content of this Capital Replacement Covenant in the manner
provided below with the intent that the covenants provided for in this Capital
Replacement Covenant be enforceable by each Covered Debtholder and that the
Corporation be estopped from disregarding the covenants in this Capital
Replacement Covenant, in each case to the fullest extent permitted by applicable
law.

          E. The Corporation acknowledges that reliance by each Covered
Debtholder upon the covenants in this Capital Replacement Covenant is reasonable
and foreseeable by the Corporation and that, were the Corporation to disregard
its covenants in this Capital Replacement Covenant, each Covered Debtholder
would have sustained an injury as a result of its reliance on such covenants.

          NOW, THEREFORE, the Corporation hereby covenants and agrees as follows
in favor of and for the benefit of each Covered Debtholder.

          SECTION 1. Definitions. Capitalized terms used in this Capital
Replacement Covenant (including the Recitals) have the meanings set forth in
Schedule I hereto.

          SECTION 2. Limitation on Redemption and Repurchase of Notes. The
Corporation hereby promises and covenants to, and for the benefit of, each
Covered Debtholder that the Corporation shall not, and shall cause the Trust not
to, redeem or repurchase all or any part of the Securities on or before the
Termination Date except to the extent that (a) the total redemption or
repurchase price therefor is equal to or less than the sum of (i) the Applicable
Percentage of the aggregate net cash proceeds received by the Corporation or its
Subsidiaries from Persons that are not Subsidiaries of the Corporation during
the six (6) months prior to the

----------
(1)  TRUPS(R) is a registered service mark of Citigroup Global Markets Inc.
     Citigroup Global Markets Inc. has applied for patent protection for the
     Enhanced TRUPS(R) structure described in the prospectus dated June 26, 2006
     with respect to the Enhanced TRUPS.



applicable redemption or repurchase date from the sale of Common Stock plus (ii)
100% of the aggregate net cash proceeds received by the Corporation or its
Subsidiaries from Persons that are not Subsidiaries of the Corporation during
the six (6) months prior to the applicable redemption or repurchase date from
the sale of Capital Replacement Securities (other than Common Stock) and (b) the
Corporation has obtained the prior concurrence or approval of the Federal
Reserve (which includes the Board of Governors of the Federal Reserve System and
the Federal Reserve Bank of New York, or its successor as the Corporation's
primary federal banking regulator) if such concurrence or approval is then
required under the Federal Reserve's capital rules. For the avoidance of doubt,
persons covered by the Corporation's dividend reinvestment plan and employee
benefit plans shall be deemed not to be Subsidiaries of the Corporation for
purposes of this Section 2; provided, however that the provisions of this
Section 2 shall not apply to (i) the purchase of the Securities or any portion
thereof in connection with the distribution thereof or (ii) repurchases of the
Securities or any portion thereof by affiliates of the Corporation in connection
with market-making or other secondary-market activities.

          SECTION 3. Covered Debt (a) The Corporation represents and warrants
that the Initial Covered Debt is Eligible Debt.

          (b)(i) During the period commencing on the earlier of (x) the date two
years and 30 days prior to the final maturity date for the then-effective
Covered Debt and (y) the date on which the Corporation gives notice of
redemption of the then-effective Covered Debt if, after giving effect to such
redemption, the outstanding principal amount of such Covered Debt would be less
than $100,000,000, or (ii) if earlier than the date specified in clauses (x) and
(y) of this Section 3(b)(i), on the date on which (A) the Corporation or a
Subsidiary of the Corporation repurchases the then-effective Covered Debt in
whole or in part and, after giving effect to such repurchase, the outstanding
principal amount of such Covered Debt would be less than $100,000,000 or (B) the
Corporation issues long-term indebtedness for money that is Eligible
Subordinated Debt if the then-effective Covered Debt is not Eligible
Subordinated Debt of the Corporation, the Corporation shall identify the series
of Eligible Debt that will become the Covered Debt on the related Redesignation
Date in accordance with the following procedures:

          (A) the Corporation shall identify each series of its then-outstanding
     long-term indebtedness for money borrowed that is Eligible Debt;

          (B) if only one series of the Corporation's then-outstanding long-term
     indebtedness for money borrowed is Eligible Debt, such series shall become
     the Covered Debt on the related Redesignation Date;

          (C) if the Corporation has more than one outstanding series of
     long-term indebtedness for money borrowed that is Eligible Debt, then the
     series that has the latest occurring final maturity date as of the date on
     which the Corporation is applying the procedures in this Section 3(b) shall
     become the Covered Debt on the related Redesignation Date;

          (D) the series of outstanding long-term indebtedness for money
     borrowed that is determined to be Covered Debt pursuant to clause (B) or
     (C) above shall be the


                                        2



     Covered Debt for purposes of this Capital Replacement Covenant for the
     period commencing on the related Redesignation Date and continuing to, but
     not including, the Redesignation Date as of which a new series of
     outstanding long-term indebtedness is next determined to be the Covered
     Debt pursuant to the procedures set forth in this Section 3(b); and

          (E) in connection with such identification of a new series of Covered
     Debt, the Corporation shall give the notice provided for in Section 4
     within the time frame provided for in such section.

          SECTION 4. Notice. In order to give effect to the intent of the
Corporation described in Recital D, the Corporation covenants that:

          (a) simultaneous with the execution of this Capital Replacement
Covenant or as soon as practicable after the date hereof, the Corporation shall
give notice to the Holders of the Initial Covered Debt, in the manner provided
in the indenture relating to the Initial Covered Debt, of this Capital
Replacement Covenant and the rights granted to such Holders hereunder;

          (b) within 30 days after a series of the Corporation's long-term
indebtedness for money borrowed (1) becomes Covered Debt or (2) ceases to be
Covered Debt, the Corporation will give notice of such occurrence to the holders
of such long-term indebtedness for money borrowed in the manner provided for in
the indenture, fiscal agency agreement or other contract or instrument under
which such long-term indebtedness for money borrowed was issued and, thereafter,
publicly announce such occurrence in the Corporation's quarterly report on Form
10-Q or the Corporation's annual report on Form 10-K, as applicable (or any
successor to such forms), that immediately follows the giving of such notice;
and

          (c) promptly upon request by any Holder of Covered Debt, provide such
Holder with a conformed copy of the executed version of this Capital Replacement
Covenant.

          SECTION 5. Term. (a) The obligations of the Corporation pursuant to
this Capital Replacement Covenant shall remain in full force and effect until
the earliest date (the "Termination Date") to occur of (1) the date, if any, on
which the Holders of a majority of the aggregate principal amount of the
then-effective Covered Debt consent or agree to the elimination of such
obligations as covenants in favor of such Holders, (2) the date on which the
Corporation has no outstanding Eligible Debt (in each case without giving effect
to the rating requirement in clause (ii) of the definition of each such term)
and (3) June 30, 2036. From and after the Termination Date, the obligations of
the Corporation pursuant to this Capital Replacement Covenant shall be of no
further force and effect with respect to such Holders, or otherwise.

          (b) For purposes of Section 5(a)(1), the Holders whose consent or
agreement is required to terminate the covenants in Section 2 shall be the
Holders of the then-effective Covered Debt as of a record date established by
the Corporation that is not more than 45 days prior to the date on which the
Corporation proposes to cause the covenants in Section 2 to be of no further
force and effect.


                                        3



          SECTION 6. Amendments. This Capital Replacement Covenant may not be
amended without the consent of the Holders of a majority of the aggregate
principal amount of the then-effective Covered Debt; provided that no consent
shall be required if such amendment would not adversely affect the Holders of
the then-effective Covered Debt.

          SECTION 7. Miscellaneous. (a) THIS CAPITAL REPLACEMENT COVENANT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.

          (b) This Capital Replacement Covenant shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of the
Covered Debtholders as they exist from time to time (it being understood and
agreed by the Corporation that any Person who is a Covered Debtholder at the
time such Person owns Covered Debt shall retain its status as a Covered
Debtholder for so long as the series of long-term indebtedness for borrowed
money owned by such Person is Covered Debt and, if such Person initiates a claim
or proceeding to enforce its rights under this Capital Replacement Covenant
after the Corporation has violated its covenants in Section 2 and before the
series of long-term indebtedness for money borrowed held by such Person is no
longer Covered Debt, such Person's rights under this Capital Replacement
Covenant shall not terminate by reason of such series of long-term indebtedness
for money borrowed no longer being Covered Debt).

          (c) All demands, notices, requests and other communications to the
Corporation under this Capital Replacement Covenant shall be deemed to have been
duly given and made if in writing and (i) if served by personal delivery upon
the Corporation, on the day so delivered (or, if such day is not a Business Day,
the next succeeding Business Day), (ii) if delivered by registered post or
certified mail, return receipt requested, or sent by a national or international
courier service, on the date of receipt (or, if such date of receipt is not a
Business Day, the next succeeding Business Day), or (iii) if sent by telecopier,
on the day telecopied, or if not a Business Day, the next succeeding Business
Day; provided that the telecopy is promptly confirmed by telephone confirmation
thereof, in each case to the Corporation at the address set forth below, or at
such other address as the Corporation may thereafter notify to Covered
Debtholders or post on the Corporation's website as the address for notices
under this Capital Replacement Covenant:

          Citigroup Inc.
          399 Park Avenue
          New York, New York 10043
          (212) 599-1000
          Attention: Charles E. Wainhouse


                                        4



          IN WITNESS WHEREOF, the Corporation has caused this Capital
Replacement Covenant to be executed by its duly authorized officer, as of the
day and year first above written.

                                        CITIGROUP INC.


                                        By: /s/ Charles E. Wainhouse
                                            ------------------------------------
                                        Name: Charles E. Wainhouse
                                        Title: Assistant Treasurer



                                   DEFINITIONS

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

     "Applicable Percentage" means, in respect of any sale of Common Stock
during the six (6) months prior to the date of redemption or repurchase of any
Securities, (a) if such Securities are redeemed or repurchased after the date
hereof and on or before June 30, 2016, 200% and (b) if such Securities are
redeemed or repurchased after June 30, 2016 and on or prior to the Termination
Date, 400%.

     "Business Day" means any day that is not a Saturday or Sunday and that is
not day on which banking institutions generally in the City of New York are
authorized or obligated by law or executive order to be closed.

     "Capital Replacement Covenant" has the meaning specified in the
introduction to this instrument.

     "Capital Replacement Securities" means:

     (a) with respect to Securities that are redeemed or repurchased after the
date hereof and on or prior to June 30, 2016:

          (i) Common Stock;

          (ii) Debt Exchangeable for Equity;

          (iii) Qualifying Non-Cumulative Preferred Stock;

          (iv) Non-Cumulative Preferred Stock having either:

               (A) no maturity or a maturity of at least 60 years; or

               (B) (1) maturity of at least 40 years and (2) either (x) a
          Legally Binding Replacement Covenant or (y) to the extent approved by
          the Federal Reserve, a Mandatory Trigger Provision;

          (v) cumulative preferred stock with

               (A) no prepayment obligation on the part of the issuer thereof,
          whether at the election of the holders or otherwise, and


                                        1



               (B) (1) no maturity or a maturity of at least 60 years and (2) a
          Legally Binding Replacement Covenant;

          (vi) cumulative preferred stock with a requirement that such
     securities convert into Common Stock within three years from the date of
     issuance; or

          (vii) other securities that:

               (A) rank upon a liquidation, dissolution or winding-up of the
          Corporation either (1) pari passu with or junior to the Notes or (2)
          pari passu with the claims of the Corporation's trade creditors and
          junior to all of the Corporation's long-term indebtedness for money
          borrowed (other than the Corporation's long-term indebtedness for
          money borrowed from time to time outstanding that by its terms ranks
          pari passu with such securities on a liquidation, dissolution or
          winding-up of the Corporation); and

               (B) (1) have a maturity, if any, of at least 60 years, an
          Optional Deferral Provision and a Legally Binding Replacement Covenant
          and may include New Equity Settlement provisions, or (2) include New
          Equity Settlement provisions and either (x) have a maturity, if any,
          of at least 40 years and, to the extent approved by the Federal
          Reserve, a Mandatory Trigger Provision, or (y) have a maturity, if
          any, of at least 25 years, a Legally Binding Replacement Covenant and,
          to the extent approved by the Federal Reserve, a Mandatory Trigger
          Provision.

     (b) with respect to Securities that are redeemed after June 30, 2016 and on
or prior to the Termination Date:

          (i) securities described in paragraph (a) of this definition;

          (ii) cumulative preferred stock having either (1) a maturity, if any,
     of at least 60 years or (2) a maturity of at least 40 years and a Legally
     Binding Capital Replacement Covenant; or

          (iii) other securities that:

               (A) rank upon a liquidation, dissolution or winding-up of the
          Corporation either (1) pari passu with or junior to the Notes or (2)
          pari passu with the claims of the Corporation's trade creditors and
          junior to all of the Corporation's long-term indebtedness for money
          borrowed (other than the Corporation's long-term indebtedness for
          money borrowed from time to time outstanding that by its terms ranks
          pari passu with such securities on a liquidation, dissolution or
          winding-up of the Corporation); and

               (B) may include New Equity Settlement provisions and shall have
          an Optional Deferral Provision and either (1) a maturity, if any, of
          at least 60 years


                                        2



          or (2) a maturity of at least 40 years and a Legally Binding Capital
          Replacement Covenant.

     Additionally, and notwithstanding the foregoing, any securities or
combinations of securities if issued by the Corporation to any of its
Subsidiaries, without the contemporaneous issuance of a security or combination
of securities that otherwise would satisfy the definition of "Capital
Replacement Securities" by the Subsidiary to a Person other than a Subsidiary of
the Corporation, shall not qualify as Replacement Capital Securities.

     "Commission" means the United States Securities and Exchange Commission.

     "Common Stock" means common stock of the Corporation (including treasury
shares of common stock and shares of common stock sold pursuant to the
Corporation's dividend reinvestment plan and employee benefit plans).

     "Corporation" means the Person named as the "Corporation" in the first
paragraph of this Capital Replacement Covenant, until a successor corporation
shall have become such, and thereafter "Corporation" shall mean such successor
corporation.

     "Covered Debtholder" means each Person (whether a Holder or a beneficial
owner holding through a participant in a clearing agency) that holds long-term
indebtedness for money borrowed of the Corporation during the period that such
long-term indebtedness for money borrowed is Covered Debt.

     "Covered Debt" means (i) at the date of this Capital Replacement Covenant
and continuing to, but not including, the first Redesignation Date, the Initial
Covered Debt and (ii) thereafter, commencing with each Redesignation Date and
continuing to but not including the next succeeding Redesignation Date, the
Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such
period.

     "Debt Exchangeable for Equity" means a security (or combination of
securities) that (i) gives the holder a beneficial interest in (a) the most
junior subordinated debt of the Corporation (or debt that is pari passu with the
most junior subordinated debt of the Corporation), interest on which may be
deferred for five years or more and, commencing with the date two years after
the beginning of an interest deferral period, will be paid pursuant to a New
Equity Settlement, and (b) a fractional interest in a stock purchase contract,
(ii) includes a remarketing feature pursuant to which the subordinated debt of
the Corporation is remarketed to new investors within five years from the date
of issuance of the security or earlier in the event of an early settlement event
based on (a) the capital ratios of the Corporation, (b) the capital ratios of
the Corporation as anticipated by the Federal Reserve, or (c) the dissolution of
the issuer of such Debt Exchangeable for Equity, (iii) provides for the proceeds
raised in the remarketing to be used to purchase Qualifying Non-Cumulative
Preferred Stock, (iv) includes a Legally Binding Capital Replacement Covenant,
provided that such Legally Binding Capital Replacement Covenant will not include
Debt Exchangeable for Equity in the definition of "capital replacement
securities," and (v) after the issuance of such Qualifying Non-Cumulative
Preferred Stock,


                                        3



provides the holder of the security with a beneficial interest in such
Qualifying Non-Cumulative Preferred Stock.

     "Distribution Date" means, as to any securities or combination of
securities, the dates on which periodic Distributions on such securities are
scheduled to be made.

     "Distribution Period" means, as to any securities or combination of
securities, each period from and including a Distribution Date for such
securities to but not including the next succeeding Distribution Date for such
securities.

     "Distributions" means, as to a security or combination of securities,
dividends, interest payments or other income distributions to the holders
thereof that are not Subsidiaries of the Corporation.

     "Eligible Debt" means, at any time, Eligible Subordinated Debt or, if no
Eligible Subordinated Debt is then outstanding, Eligible Senior Debt.

     "Eligible Senior Debt" means, at any time in respect of any issuer, each
series of outstanding long-term indebtedness for money borrowed of such issuer
that:

          (i) upon a bankruptcy, liquidation, dissolution or winding up of the
     issuer, ranks most senior among the issuer's then outstanding classes of
     indebtedness for money borrowed;

          (ii) is then assigned a rating by at least one NRSRO (provided that
     this clause shall apply on a Redesignation Date only if on such date the
     issuer has outstanding senior long-term indebtedness for money borrowed
     that satisfies the requirements of clauses (i), (iii) and (iv) that is then
     assigned a rating by at least one NRSRO);

          (iii) has an outstanding principal amount of not less than
     $100,000,000; and

          (iv) was issued through or with the assistance of a commercial or
     investment banking firm or firms acting as underwriters, initial purchasers
     or placement or distribution agents.

For purposes of this definition as applied to securities with a CUSIP number,
each issuance of long-term indebtedness for money borrowed that has (or, if such
indebtedness is held by a trust or other intermediate entity established
directly or indirectly by the issuer, the securities of such intermediate entity
have) a separate CUSIP number shall be deemed to be a series of the issuer's
long-term indebtedness for money borrowed that is separate from each other
series of such indebtedness.

     "Eligible Subordinated Debt" means, at any time in respect of any issuer,
each series of the issuer's then-outstanding long-term indebtedness for money
borrowed that:


                                        4



          (i) upon a bankruptcy, liquidation, dissolution or winding up of the
     issuer, ranks subordinate to the issuer's then-outstanding most senior
     series of indebtedness for money borrowed;

          (ii) is then assigned a rating by at least one NRSRO (provided that
     this clause (ii) shall apply on a Redesignation Date only if on such date
     the issuer has outstanding subordinated long-term indebtedness for money
     borrowed that satisfies the requirements in clauses (i), (iii) and (iv)
     that is then assigned a rating by at least one NRSRO);

          (iii) has an outstanding principal amount of not less than
     $100,000,000; and

          (iv) was issued through or with the assistance of a commercial or
     investment banking firm or firms acting as underwriters, initial purchasers
     or placement or distribution agents.

For purposes of this definition as applied to securities with a CUSIP number,
each issuance of long-term indebtedness for money borrowed that has (or, if such
indebtedness is held by a trust or other intermediate entity established
directly or indirectly by the issuer, the securities of such intermediate entity
have) a separate CUSIP number shall be deemed to be a series of the issuer's
long-term indebtedness for money borrowed that is separate from each other
series of such indebtedness.

     "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

     "Holder" means, as to the Covered Debt then in effect, each holder of such
Covered Debt as reflected on the securities register maintained by or on behalf
of the Corporation with respect to such Covered Debt.

     "Indenture" means the Indenture dated June 30, 2006 between the Corporation
and JPMorgan Chase Bank N.A., as trustee thereunder, governing the Notes.

     "Initial Covered Debt" means the Corporation's junior subordinated debt
securities underlying the 6.00% Capital Securities (TRUPS(R)) issued by
Citigroup Capital XI (CUSIP: 17307Q205).

     "Legally Binding Replacement Covenant" means, as to any security or
combination of securities, a covenant made by the Corporation, substantially
similar to this Capital Replacement Covenant, to the effect that the Corporation
will redeem or repurchase such securities only if and to the extent that the
total redemption or repurchase price is equal to or less than the proceeds
received by the Corporation or by a Subsidiary of the Corporation during the six
(6) months prior to the applicable redemption or repurchase date from the sale
of capital replacement securities, as defined therein, and that the Corporation
has reasonably determined, after consultation with counsel, that such covenant
is binding on the Corporation for the benefit of one or more series of the
Corporation's long-term indebtedness for money borrowed.


                                        5



     "Mandatory Trigger Provision" means, as to any security or combination of
securities, a provision in the terms thereof or of the related transaction
agreements that requires or, at its option in the case of Non-Cumulative
Preferred Stock, permits whichever of the Corporation or a Subsidiary of the
Corporation that issued such security or combination of securities to make
payment of Distributions on such securities pursuant to a New Equity Settlement
within two years of a failure to satisfy one or more financial tests set forth
in the terms of such securities or related transaction agreements, provided that
such securities include a Share Buy-Back Covenant. No remedy other than
Permitted Remedies will arise by the terms of such securities or related
transaction agreements in favor of the holders of such securities as a result of
the issuer's failure to pay Distributions because of the Mandatory Trigger
Provision or as a result of the issuer's exercise of its right under an Optional
Deferral Provision until Distributions have been deferred for one or more
Distribution Periods that total together at least ten years. Upon any
liquidation, dissolution, winding up, reorganization or in connection with any
insolvency, receivership or proceeding under any bankruptcy law with respect to
the Corporation, the holders of such securities, except in the case of
Non-Cumulative Preferred Stock, will not have a claim for Distributions that
accumulate during a period in which the Corporation fails to satisfy one or more
financial tests set forth in the terms of such securities or related transaction
agreements that exceed 25% of the principal amount of such securities then
outstanding.

     "Market Disruption Event" shall have the meaning given to it in the
indenture relating to the relevant securities.

     "New Equity Settlement" means, with respect to any securities or
combination of securities referred to in the definition of Capital Replacement
Securities, that such securities or related transaction agreements include a
provision to the effect that, if the Corporation has exhausted its rights to
defer Distributions at its option pursuant to an Optional Deferral Provision or
if any Mandatory Trigger Provision has become applicable, and such deferral
continues beyond a specific date specified in such security, the Corporation
shall, unless a Supervisory Event or a Market Disruption Event has occurred and
is continuing, (a) use its commercially reasonable efforts to sell shares of its
Common Stock and/or, at its option, Settlement Stock to the extent the
securities do not include a Mandatory Trigger Provision, in an amount such that
the net proceeds of such sale shall equal or exceed such Distributions and (b)
apply the net proceeds of such sale to pay such Distributions in full.

     "Non-Cumulative Preferred Stock" means preferred stock of the Corporation
or of a Subsidiary of the Corporation that (i) ranks pari passu with or junior
to other preferred stock of the issuer, and (ii) the terms of which provide for
Distributions that may be suspended by the Corporation for any number of
distribution periods without any remedy arising by the terms of such stock or
related transaction agreements in favor of the holders of such stock as a result
of the stock issuer's failure to pay Distributions, other than: (x) rights in
favor of the holders thereof permitting such holders to elect one or more
directors of the Corporation or a Subsidiary of the Corporation (including any
such rights required by the listing requirements of any stock or securities
exchange on which such stock may be listed or traded) and/or (y) prohibitions on
the Corporation or a Subsidiary of the Corporation paying Distributions on or
repurchasing Common Stock or other stock that ranks junior as to Distributions
to such stock for so long as


                                        6




Distributions on such stock, including deferred distributions, have not been
paid in full or to such lesser extent as may be specified in the terms of such
stock.

     "NRSRO" means a nationally recognized statistical rating organization
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

     "Optional Deferral Provision" means, as to any security or combination of
securities, a provision in the terms thereof or of the related transaction
agreements that permits the Corporation, in its sole discretion, to defer in
whole or in part payment of Distributions on such securities for one or more
consecutive Distribution Periods of up to ten years without any remedy other
than Permitted Remedies as a result of the Corporation's failure to pay
Distributions.

     "Permitted Remedies" means, as to any security or combination of
securities, any one or more of (i) prohibitions on the Corporation or a
Subsidiary of the Corporation paying Distributions on or repurchasing Common
Stock or other securities that rank junior as to Distributions to such
securities for so long as Distributions on such securities, including deferred
distributions, have not been paid in full or to such lesser extent as may be
specified in the terms of such securities; and (ii) provisions obliging the
Corporation to pay certain deferred Distributions pursuant to a New Equity
Settlement.

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

     "Qualifying Non-Cumulative Preferred Stock" means Non-Cumulative Preferred
Stock that, either by its terms or when taken together with any related
transaction agreements:

          (i) (A) is perpetual or has a mandatory redemption or maturity date
     that is not less than 60 years after the date of initial issuance of such
     securities and (B) has either a Legally Binding Replacement Covenant or, to
     the extent approved by the Federal Reserve, a Mandatory Trigger Provision,
     or

          (ii) (A) has a mandatory redemption or maturity date that is not less
     than 40 years after the date of initial issuance of such securities, (B)
     has a Legally Binding Replacement Covenant and (C) to the extent approved
     by the Federal Reserve, includes a Mandatory Trigger Provision.

     "Redesignation Date" means, as to the then-effective Covered Debt, the
earliest of (i) the date that is two years prior to the final maturity date of
such Covered Debt, (ii) if the Corporation elects to redeem, or the Corporation
or a Subsidiary of the Corporation elects to repurchase, such Covered Debt
either in whole or in part with the consequence that after giving effect to such
redemption or repurchase the outstanding principal amount of such Covered Debt
is less than $100,000,000, the applicable redemption or repurchase date and
(iii) if the then-effective Covered Debt is not Eligible Subordinated Debt, the
date on which the Corporation issues long-term indebtedness for money borrowed
that is Eligible Subordinated Debt.


                                        7



     "Securities" has the meaning specified in Recital B.

     "Securities Act" means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

     "Settlement Stock" means Non-Cumulative Preferred Stock that is perpetual
with no prepayment obligation on the part of the issuer thereof, whether at the
election of the holders or otherwise.

     "Share Buy-Back Covenant" means, as to any security or combination of
securities, a covenant made by the Corporation to the effect that it will not
repurchase any of its Common Stock for a period of six (6) months following the
payment of all deferred Distributions with proceeds from the sale of Common
Stock pursuant to a New Equity Settlement.

     "Supervisory Event" shall have the meaning given to it in the indenture
relating to the relevant securities.

     "Subsidiary" of the Corporation means, at any time, any Person the shares
of stock or other ownership interests of which having ordinary voting power to
elect a majority of the board of directors or other managers of such Person are
at the time owned, or the management or policies of which are otherwise at the
time controlled, directly or indirectly through one or more intermediaries
(including other Subsidiaries) or both, by the Corporation.

     "Termination Date" has the meaning specified in Section 4(a).


                                        8