8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 21, 2007

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9924	52-1568099
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

399 Park Avenue, New York, New York	10043
(Address of principal executive offices)	(Zip Code)

(212) 559-1000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CITIGROUP INC.

Current Report on Form 8-K

Item 9.01          Financial Statements and Exhibits.

(d)	Exhibits:
	Exhibit No.	Description
	1.1	Underwriting Agreement, dated December 17, 2007, among the Company, Citigroup Capital XXI and the underwriters named therein, relating to the offer and sale of Citigroup Capital XXI's 8.300% Fixed Rate/Floating Rate Capital Securities.
	4.1	Amended and Restated Declaration of Trust for Citigroup Capital XXI.
	4.2	Capital Replacement Covenant by the Company, dated as of December 21, 2007.
	4.3	Officer's Certificate relating to the 8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures of Citigroup Inc.
	99.1	Opinion regarding certain tax matters.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 21, 2007		CITIGROUP INC.
	By:	/s/ Charles E. Wainhouse
		Charles E. Wainhouse
		Assistant Treasurer

EXHIBIT INDEX

Exhibit Number		Description
	1.1	Underwriting Agreement, dated December 17, 2007, among the Company, Citigroup Capital XXI and the underwriters named therein, relating to the offer and sale of Citigroup Capital XXI's 8.300% Fixed Rate/Floating Rate Capital Securities.
	4.1	Amended and Restated Declaration of Trust for Citigroup Capital XXI.
	4.2	Capital Replacement Covenant by the Company, dated as of December 21, 2007, relating to the Capital Securities.
	4.3	Officer's Certificate relating to the 8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures of Citigroup Inc.
	99.1	Opinion regarding certain tax matters.

EX-1.1

Exhibit 1.1

3,500,000 CAPITAL SECURITIES

CITIGROUP CAPITAL XXI

8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPSÒ)

$1,000 Liquidation Amount

Guaranteed to the extent set forth in the

Prospectus dated December 17, 2007 by

CITIGROUP INC.

UNDERWRITING AGREEMENT

New York, New York

December 17, 2007

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

Lehman Brothers Inc.

Banc of America Securities LLC

Barclays Capital Inc.

Bear, Stearns & Co. Inc.

BNP Paribas Securities Corp.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

UBS Securities LLC

Cabrera Capital Markets, LLC

CastleOak Securities, LP

Guzman & Company

Sandler, O’Neill & Partners, L.P.

The Williams Capital Group, L.P.,

as Representatives of the several Underwriters

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

Citigroup Capital XXI (the “Trust”), a statutory trust organized under the Statutory Trust Act (the “Delaware Act”) of the State of Delaware (Chapter 38, Title 12, of the

Delaware Code, 12 Del. C. §3801 et seq.), proposes, upon the terms and conditions set forth herein, to issue and sell 3,500,000 8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) with an aggregate liquidation amount equal to $3,500,000,000 (the “Capital Securities”) to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives.

The Capital Securities and the Common Securities (as defined herein) are to be issued pursuant to the terms of an amended and restated declaration of trust, dated as of December 21, 2007 (the “Declaration”), among Citigroup Inc., a Delaware corporation (the “Company” and, together with the Trust, the “Offerors”), as sponsor, the trustees named therein (the “Citigroup Capital Trustees”) and the holders from time to time of undivided beneficial interests in the assets of the Trust.  The Declaration is qualified as an indenture under the Trust Indenture Act.  Pursuant to the Declaration, the number of Citigroup Capital Trustees will initially be five.  Three of the Citigroup Capital Trustees (the “Regular Trustees”) will be persons who are employees or officers of the Company.  The fourth Citigroup Capital Trustee will be a financial institution unaffiliated with the Company that will serve as property trustee under the Declaration and as indenture trustee with respect to the Capital Securities for purposes of the Trust Indenture Act (the “Institutional Trustee”).  The fifth Citigroup Capital Trustee will be a financial institution or an affiliate thereof which maintains a principal place of business in the State of Delaware, meeting the requirements of the Delaware Act (the “Delaware Trustee”).  Initially, The Bank of New York, a New York banking association (“BoNY”), will act as the Institutional Trustee and The Bank of New York (Delaware), a banking association with its principal place of business in the State of Delaware, will act as the Delaware Trustee until removed or replaced by the holder of the Common Securities.  The Capital Securities will be guaranteed by the Company on a subordinated basis with respect to distributions and payments upon liquidation, redemption or otherwise (the “Guarantee”) pursuant to the Capital Securities Guarantee Agreement dated as of December 21, 2007 (the “Guarantee Agreement”) between the Company and BoNY, as Trustee (the “Guarantee Trustee”).

The assets of the Trust will consist of 8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Subordinated Debentures”) of the Company which will be issued under an indenture, dated as of June 28, 2007 (as supplemented, the “Indenture”), between the Company and BoNY, as Trustee (the “Indenture Trustee”).  Under certain circumstances, the Subordinated Debentures will be distributable to the holders of undivided beneficial interests in the assets of the Trust.  The Capital Securities, the Guarantee and the Subordinated Debentures are referred to herein as the “Securities.”

The Offerors wish to confirm as follows their agreement with you and the other several Underwriters listed on Schedule I on whose behalf you are acting, in connection with the several purchases of the Capital Securities by the Underwriters.  To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.  Any reference herein to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the

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Registration Statement or the issue date of any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 21 hereof.

1.           Registration Statement and Prospectus.  The Offerors meet the requirements for use of Form S-3 under the Act and have prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (File No. 333-135163), including a related form of prospectus, for registration under the Act of the offering and sale of the Securities.  Such Registration Statement, including any amendments thereto filed prior to the date hereof, became effective upon filing. The Offerors may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectuses relating to the Securities, each of which has previously been furnished to you.  The Company will file with the Commission a final prospectus relating to the Securities in accordance with Rule 424(b).  As filed, such final prospectus shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date hereof or, to the extent not completed by the date hereof, shall contain only such specific additional information and other changes (beyond that contained in any preliminary prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein.  The Registration Statement, as of the date hereof, meets the requirements set forth in Rule 415(a)(1)(x).  The initial Effective Date of the Registration Statement was not earlier than the date three years before the date hereof.

2.           Agreements to Sell and Purchase.  (a) The Trust hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Offerors herein contained and subject to all the terms and conditions set forth herein each Underwriter agrees, severally and not jointly, to purchase from the Trust, at a purchase price of $1,000 per Capital Security, the number of Capital Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Capital Securities increased as set forth in Section 11 hereof).

The Company agrees that, in view of the fact that the proceeds of the sale of the Capital Securities will be invested in the Subordinated Debentures, it shall pay to the Underwriters as compensation (“Underwriters’ Compensation”) for their arranging the investment of the proceeds therein, on the Closing Date (as defined herein), $10 per Capital Security.

3.           Terms of Public Offering.  The Offerors have been advised by you that the Underwriters propose to make a public offering of their respective portions of the Capital Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, and the Declaration, the Guarantee Agreement and the Indenture have been qualified under the Trust Indenture Act.  The entire proceeds from the sale of the Capital

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Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will be used by the Trust to purchase an equivalent amount of the Subordinated Debentures.

4.           Delivery of the Capital Securities and Payment Therefor.  Delivery to the Underwriters of, and payment for, the Capital Securities shall be made at the office of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, at 8:30 A.M., New York City time, on December 21, 2007 (the “Closing Date”).  The place of closing for the Capital Securities and the Closing Date may be varied by agreement between you and the Company.

Delivery of the Capital Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters directly or through the Representatives of the net purchase price thereof to or upon the order of the Trust by wire transfer payable in same-day funds to an account specified by the Trust.  Delivery of the Capital Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

It is understood that the Representatives, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Capital Securities to be purchased by such Underwriter.  Any such payment by the Representatives shall not relieve any such Underwriter of any of its obligations hereunder.

The Company shall pay to the Representatives on the Closing Date for the accounts of the Underwriters any fee, commission or other compensation specified herein.  Such payment will be made by wire transfer payable in same-day funds to an account specified by the Representatives.

5.           Agreements of the Offerors.  The Offerors jointly and severally agree with the several Underwriters that:

(a)           Prior to the termination of the offering of the Securities, the Offerors will not file any amendment of the Registration Statement or supplement to any Preliminary Prospectus or the Final Prospectus unless the Company has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which they reasonably object.  The Offerors will cause the Final Prospectus, properly completed, and any supplement thereto, to be filed in a form acceptable to the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing.  The Company will promptly advise the Representatives (1) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any

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supplement to the Final Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Offerors of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose.  The Offerors will use their respective best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b)           The Offerors will prepare a final term sheet, containing solely a description of final terms of the Capital Securities and the offering thereof, in a form acceptable to you (the “Final Term Sheet”) and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(c)           If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Offerors will (1) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (2) amend or supplement the Disclosure Package to correct such statement or omission; and (3) supply any amendment or supplement to you in such quantities as you may reasonably request.

(d)           If, at any time when a prospectus relating to the Capital Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to the Representatives in such quantities as the Representatives may reasonably request.

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(e)           As soon as practicable, the Offerors will make generally available to the Trust’s security holders and to the Representatives a consolidated earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(f)           Upon request, the Offerors will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.  The Offerors will pay the expenses of printing or other production of all documents relating to the offering that are required to be prepared, furnished or delivered by the Offerors.

(g)           The Offerors will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions within the United States as the Representatives reasonably may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the Financial Industry Regulatory Authority (as successor to the National Association of Securities Dealers, Inc.), in connection with its review of the offering; provided that in no event shall either of the Offerors be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

(h)           (i) Each Offeror agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and (ii) each Underwriter, severally and not jointly, agrees with the Offerors that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Offerors, it has not made and will not make any offer relating to the Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Offerors with the Commission or retained by the Offerors under Rule 433, other than the Final Term Sheet described above or other free writing prospectuses containing solely a description of the final terms of the Capital Securities and the offering thereof.  Any such free writing prospectus consented to by the Representatives or the Offerors is hereinafter referred to as a “Permitted Free Writing Prospectus.”  Each Offeror agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i)           The Offerors will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of (or enter

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into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company, the Trust or any affiliate of the Company or the Trust or any person in privity with the Company, the Trust or any affiliate of the Company or the Trust) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any preferred securities, any preferred stock or any other securities including any guarantee of such securities (other than a guarantee of securities issued by Citigroup Funding Inc.), of the Offerors, in each case that are substantially similar to the Capital Securities or any security convertible into or exchangeable for the Capital Securities or such substantially similar securities, or publicly announce an intention to effect any such transaction, during the period beginning the date hereof and ending on the Closing Date.

(j)           The Trust will apply the net proceeds from the sale of the Capital Securities, and the Company will apply the net proceeds from the sale of the Subordinated Debentures, substantially in accordance with the description set forth in the Final Prospectus.

(k)           The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act of 2002, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act of 2002.

(l)           The Offerors will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of either of the Offerors to facilitate the sale or resale of the Capital Securities, except that the Offerors makes no agreement as to the activities of any Underwriter.

6.           Representations and Warranties of the Offerors.  The Offerors jointly and severally represent and warrant to, and agree with, each Underwriter that:

(a)           On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on each Effective Date and on the date hereof, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the Effective Date and on the Closing Date, the Indenture and the Declaration did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus

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(together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Offerors make no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Citigroup Capital Trustees or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Offerors by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as such in Section 7 hereof.

(b)           The execution and delivery of, and the performance by the Company and the Trust of their respective obligations under, this Agreement have been duly and validly authorized by the Company and the Trust, respectively, and this Agreement has been duly executed and delivered by the Company and the Trust.

(c)           The Capital Securities have been duly and validly authorized by the Declaration and, when executed by the Trust in accordance with the Declaration and delivered to you against payment therefor in accordance with the terms hereof, will be validly issued and (subject to Sections 9.8 and 3.10(a)(vi) of the Declaration) will be fully paid and non-assessable undivided beneficial interests in the assets of the Trust, will be entitled to the benefits of the Declaration and will conform in all material respects to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto; the issuance of the Capital Securities is not subject to preemptive or other similar rights; holders of Capital Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware; and the Capital Securities have been registered under the Exchange Act.

(d)           The Declaration has been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and the Regular Trustees, and assuming due execution and delivery by the Institutional Trustee and the Delaware Trustee, the Declaration will be a valid and legally binding obligation of the Company and the Regular Trustees, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and the Declaration has been (or will have been) duly qualified under the Trust Indenture Act and conforms in all material respects to the description thereof in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

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(e)           The Guarantee has been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company, and assuming due execution and delivery by the Guarantee Trustee, the Guarantee will be a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and the Guarantee has been (or will have been) duly qualified under the Trust Indenture Act and conforms in all material respects to the description thereof in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

(f)           The Indenture has been duly and validly authorized by the Company, has been duly executed and delivered by the Company and the Indenture Trustee, and is a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and the Indenture has been duly qualified under the Trust Indenture Act and conforms in all material respects to the description thereof in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

(g)           The Subordinated Debentures have been duly and validly authorized by the Company and, when authenticated by the Indenture Trustee in the manner provided for in the Indenture and issued in accordance with the Indenture and delivered to the Trust against payment therefor as described in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto, will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and will be in the form contemplated by, and entitled to the benefits of, the Indenture and conform in all material respects to the description thereof in the Registration Statement, the Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

(h)           The Trust has been duly created and is validly existing and in good standing as a statutory trust under the Delaware Act with the power and authority to own property and to conduct its business as described in the Registration Statement and Final Prospectus, and any amendment or supplement thereto, and to enter into and perform its obligations under this Agreement, the Capital Securities and the Declaration and is not required to be authorized to do business in any other jurisdiction; the Trust is not a party to or otherwise bound by any agreement other than those described in the Final Prospectus, and any amendment or supplement thereto; the Trust will be classified as a grantor trust and not as an association taxable as a corporation for U.S. federal income

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tax purposes; and the Trust is and will be treated as a consolidated subsidiary of the Company pursuant to generally accepted accounting principles.

(i)           The Regular Trustees of the Trust are officers of the Company and have been duly authorized by the Company to execute and deliver the Declaration.

(j)           Neither the Trust nor the Company is now, nor after giving effect to the transactions contemplated hereby will be, and neither the Trust nor the Company is controlled by, or acting on behalf of any person which is, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(k)           As of the date hereof, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Offerors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(l)           (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Offerors or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Capital Securities in reliance on the exemption in Rule 163 and (iv) on the date hereof (with such date being used as the determination date for purposes of this clause (iv)), each of the Offerors was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.  The Offerors agree to pay the fees required by the Commission relating to the Capital Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(m)           (i) At the earliest time after the filing of the Registration Statement that the Offerors or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Capital Securities and (ii) as of the date hereof (with such date being used as the determination date for purposes of this clause (ii)), neither of the Offerors was or is an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Offerors be considered Ineligible Issuers.

(n)           Neither any Issuer Free Writing Prospectus nor the Final Term Sheet includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.  The foregoing

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sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus nor the Final Term Sheet based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

Any certificate signed by any officer of the Company or trustee of the Trust and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Capital Securities shall be deemed a representation and warranty by either the Company or the Trust, as the case may be, as to matters covered thereby, to each Underwriter.

7.           Indemnification and Contribution.

(a)           Each of the Trust and the Company jointly and severally agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Capital Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Trust will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Offerors by or on behalf of any Underwriter through the Representatives specifically for inclusion therein.  This indemnity agreement will be in addition to any liability which either the Company or the Trust may otherwise have.

(b)           Each Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, the Trust, the Company’s directors, the Company’s officers and the Regular Trustees who sign the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Trust to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Offerors by or on behalf of such Underwriter through the Representatives

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specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have.  The Offerors acknowledge that the statements set forth in the last paragraph of the cover page regarding delivery of the Capital Securities and, under the heading “Underwriting”, (i) the list of Underwriters and their respective participation in the sale of the Capital Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bidsin any Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Final Prospectus and any Issuer Free Writing Prospectus.

(c)           Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless

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such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d)           In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company, the Trust and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Company, the Trust and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust on the one hand and by the Underwriters on the other from the offering of the Capital Securities; provided, however, that in no case shall (i) any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Capital Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Capital Securities purchased by such Underwriter hereunder.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company, the Trust and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Trust on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company and the Trust shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Trust, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company and the Trust on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The Company, the Trust and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company, as applicable, within the meaning of either the Act or the Exchange Act, each officer of the Company and the Regular Trustees who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company and the Trust, subject in each case to the applicable terms and conditions of this paragraph (d).

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8.           Conditions of the Underwriters’ Obligations.  The obligations of the several Underwriters to purchase the Capital Securities shall be subject to the accuracy of the representations and warranties on the part of the Offerors contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Offerors made in any certificates pursuant to the provisions hereof, to the performance by each of the Offerors of its obligations hereunder and to the following additional conditions:

(a)           The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the Final Term Sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Offerors pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b)           The Offerors shall have requested and caused Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Offerors, to have furnished to the Representatives an opinion, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Capital Securities, the Indenture, the Subordinated Debentures, the Declaration, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require.  Insofar as such opinion involves factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company, its subsidiaries and the Trust and certificates of public officials.

(c)           The Offerors shall have requested and caused Michael S. Zuckert, General Counsel, Finance and Capital Markets of the Company, to have furnished to the Representatives an opinion, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Capital Securities, the Indenture, the Subordinated Debentures, the Declaration, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require.

(d)           The Offerors shall have requested and caused Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to the Offerors, to have furnished to the Representatives an opinion, dated the Closing Date and addressed to the Representatives, with respect to certain United States federal income tax matter related to the Trust and the Subordinated Debentures and other related matters as the Representatives may reasonably require.

(e)           The Offerors shall have requested and caused Pryor Cashman Sherman & Flynn LLP, counsel to BoNY, to have furnished to the Representatives an opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the

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Institutional Trustee, the issuance and sale of the Capital Securities and other related matters as the Representatives may reasonably require.

(f)           The Representatives shall have received from Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Capital Securities, the Subordinated Debentures, the Indenture, the Declaration, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Offerors shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g)           The Company shall have furnished to the Representatives a certificate of the Company and the Trust, signed, in the case of the Company, by the Chairman, any Vice Chairman, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and, in the case of the Trust, signed by one of the Regular Trustees, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any supplements or amendments thereto, and this Agreement and that:

(i)           the representations and warranties of each of the Company and the Trust in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and each of the Company and the Trust has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii)           no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to their knowledge, threatened; and

(iii)           since the date of the most recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, including the Trust taken as a whole, or the Trust, as the case may be, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

(h)           The Company shall have requested and caused KPMG LLPto have furnished to the Representatives, on and as of the date hereof and on and as of the Closing Date, customary “comfort letters” that are satisfactory in content and form to the Representatives.

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(i)           The Offerors shall have requested and caused Richards, Layton & Finger, counsel to The Bank of New York (Delaware), to have furnished to the Representatives an opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the the Delaware Trustee, the issuance and sale of the Capital Securities and other related matters as the Representatives may reasonably require.

(j)           Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), any Preliminary Prospectus and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (h) of this Section 8 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, including the Trust, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Capital Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) and any Issuer Free Writing Prospectus.

(k)           Subsequent to the date hereof, there shall not have been any decrease in the rating of the Capital Securities or any of the Company’s senior or subordinated debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(l)            The Capital Securities shall have been registered under the Exchange Act.

(m)          Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 8 shall not have been fulfilled when and as provided in this Agreement with respect to the offering of the Capital Securities, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled with respect to such offering at, or at any time prior to, the Closing Date by the Representatives.  Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

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The documents required to be delivered by this Section 8 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, at One Liberty Plaza, New York, New York 10006, by 8:30a.m. (New York time) on the Closing Date.

9.           Expenses.  The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by it and by the Trust of its and the Trust’s respective and joint obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus and the Final Prospectus (including filing fees), each amendment or supplement to any of them, this Agreement, the Declaration, the Guarantee, the Indenture and the Statement of Eligibility and Qualification of each of the Institutional Trustee, the Guarantee Trustee and the Indenture Trustee; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, the documents incorporated by reference in the Registration Statement, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with the offering and sale of the Capital Securities; (iii) the preparation, printing (or reproduction), execution and delivery of the Declaration, the Guarantee and the Indenture and the preparation, printing, authentication, issuance and delivery of the Securities, including any stamp taxes in connection with the original issuance and sale of the Capital Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Capital Securities; (v) the registration of the Securities under the Exchange Act; (vi) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing (or reproduction), and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the filing fees and the reasonable fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; (viii) the fees and expenses of the Institutional Trustee, the Delaware Trustee, the Guarantee Trustee and the Indenture Trustee; (ix) the fees and expenses associated with obtaining ratings for the Capital Securities from nationally recognized statistical rating organizations; (x) the transportation and other expenses incurred by or on behalf of representatives of the Offerors (other than the Underwriters and their representatives) in connection with presentations to prospective purchasers of the Capital Securities; and (xi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Offerors.

10.           Reimbursement of Underwriters’ Expenses.  If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Offerors set forth in Section 8 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of the Offerors to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket expenses (including reasonable fees

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and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Capital Securities.

11.           Default by an Underwriter.  If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Capital Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Capital Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Capital Securities, and if such nondefaulting Underwriters do not purchase all the Capital Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Offerors.  In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

12.           Termination of Agreement.  This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Offerors prior to delivery of and payment for the Capital Securities, if at any time prior to such time (i) trading in the Company’s common stock shall have been suspended by the Commission or the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives after consultation with the Offerors, impractical or inadvisable to proceed with the offering or delivery of the Capital Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto).

13.           Representations and Indemnities to Survive.  The respective agreements, representations, warranties, indemnities and other statements of the Trust, the Company or its officers or trustees and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Trust or the Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and

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payment for the Securities.  The provisions of Sections 7 and 10 hereof shall survive the termination or cancellation of this Agreement.

14.           Notices.  All communications hereunder will be in writing and effective only on receipt, and will be mailed, delivered or telefaxed if to Citigroup Global Markets Inc., as Representatives of the several Underwriters, to 390 Greenwich Street, 4th Floor, New York, New York 10013 (fax no.: (212) 816-7912) Attention: General Counsel, and if to the Company, or to the Trust care of the Company, at the office of the Company at 425 Park Avenue, 2nd Floor, New York, New York 10043, Attention: General Counsel, Finance and Capital Markets (fax no.: (212) 793-4401).

15.           Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, trustees, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

16.           No Fiduciary Duty. The Offerors hereby acknowledge that (i) the purchase and sale of the Capital Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Trust, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Offerors and (iii) the Trust’s engagement of the Underwriters in connection withthe offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each Offeror agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising either Offeror on related or other matters.  Each Offeror agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to it, in connection with such transaction or the process leading thereto.

17.           Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Offerors and the Underwriters, or any of them, with respect to the subject matter hereof.

18.           Applicable Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

19.           Counterparts.  This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

20.           Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.

21.           Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

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“Act” shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Preliminary Prospectus, if any, used most recently prior to the date hereof, (ii) the Final Term Sheet described in Section 5(b) and (iii) any Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or become effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the date hereof.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement which is used prior to filing of the Final Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433”refer to such rules under the Act.

 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder.

22.           Selling Restrictions:

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European Economic Area

Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any Capital Securities which are the subject of this offering may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Capital Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a)           to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)           to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than  €50,000,000, as shown in its last annual or consolidated accounts;

(c)           by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets Inc. for any such offer; or

(d)           in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Capital Securities shall result in a requirement for the publication by the Offerors or any Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Capital Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Capital Securities to be offered so as to enable an investor to decide to purchase any Capital Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

Each Underwriter:

(a)           has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Capital Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Offerors; and

(b)           has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Capital Securities in, from or otherwise involving the United Kingdom.

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France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Capital Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Capital Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Capital Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Capital Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Italy

Each Underwriter has not and will not publish a prospectus in Italy in connection with the offering of the Capital Securities. Such offering has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Societ`a e la Borsa, the “CONSOB”) pursuant to Italian securities legislation and, accordingly, the Securities may not and will not be offered, sold or delivered, nor may or will copies of the prospectus or any other documents relating to the Securities be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended, (the “Regulation No. 11522”), or (ii) in other circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Italian Finance Law”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Any offer, sale or delivery of the Capital Securities or distribution of copies of the Disclosure Package, Final Prospectus or any other document relating to the Capital Securities in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Finance Law, Legislative Decree No. 385 of September 1, 1993, as amended (the “Italian Banking Law”), Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

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Any investor purchasing the Capital Securities in the offering is solely responsible for ensuring that any offer or resale of the Capital Securities it purchased in the offering occurs in compliance with applicable Italian laws and regulations.

The Disclosure Package, Final Prospectus and the information contained therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of the Italian Finance Law and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, is not to be distributed, for any reason, to any third party resident or located in Italy. No person resident or located in Italy other than the original recipients of this document may rely on it or its content.

Italy has only partially implemented the Prospectus Directive and the provisions under the heading “European Economic Area” above shall apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented in Italy.

Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive in Italy, such requirements shall be replaced by the applicable requirements under the relevant implementing measures of the Prospectus Directive in Italy.

Hong Kong

Each Underwriter:

(a)           has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Capital Securities other than to (i) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b)           has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Capital Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Capital Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Japan

The Capital Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Underwriters will not offer or sell, directly or indirectly, any of the Capital Securities in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (i) pursuant to an exemption from the registration requirements of, or otherwise in compliance

23

with, the Financial Instruments and Exchange Law of Japan and (ii) in compliance with the other relevant laws and regulations of Japan.

Singapore

The Disclosure Package and the Final Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Capital Securities or caused the Capital Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Capital Securities or cause the Capital Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Disclosure Package or Final Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Capital Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Each Underwriter will notify (whether through the distribution of the Disclosure Package and Final Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Capital Securities from or through that Underwriter, namely a person which is:

(a)           a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)           a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Capital Securities under Section 275 of the SFA except:

(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA;

(2) where no consideration is given for the transfer; or

(3) by operation of law.

24

Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Company and the several Underwriters.

Very truly yours,
CITIGROUP CAPITAL XXI
By:	/s/ Eric Wentzel
		Eric Wentzel,
		as Regular Trustee
CITIGROUP INC.
By:	/s/ Charles E. Wainhouse
		Charles E. Wainhouse,
		Assistant Treasurer

25

Confirmed as of the date first

above mentioned on behalf of

themselves and the other several

Underwriters named in Schedule I

hereto.

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS INC.

BANC OF AMERICA SECURITIES LLC

BARCLAYS CAPITAL INC.

BEAR, STEARNS & CO. INC.

BNP PARIBAS SECURITIES CORP.

CREDIT SUISSE SECURITIES (USA) LLC

GREENWICH CAPITAL MARKETS, INC.

UBS SECURITIES LLC

CABRERA CAPITAL MARKETS, LLC

CASTLEOAK SECURITIES, LP

GUZMAN & COMPANY

SANDER, O’NEILL & PARTNERS, L.P.

THE WILLIAMS CAPITAL GROUP, L.P.,

as Representatives of the several Underwriters

By:	CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Chandru M. Harjani
	Name:	Chandru M. Harjani
	Title:	Vice President

SCHEDULE I

CITIGROUP CAPITAL XXI

8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®)

Underwriters	Number of Capital Securities
Citigroup Global Markets Inc.	3,018,750
Deutsche Bank Securities Inc.	87,500
Goldman, Sachs & Co.	87,500
Lehman Brothers Inc.	87,500
Banc of America Securities LLC	26,250
Barclays Capital Inc.	26,250
Bear, Stearns & Co. Inc.	26,250
BNP Paribas Securities Corp.	26,250
Credit Suisse Securities (USA) LLC	26,250
Greenwich Capital Markets, Inc.	26,250
UBS Securities LLC	26,250
Cabrera Capital Markets, LLC	7,000
CastleOak Securities, LP	7,000
Guzman & Company	7,000
Sandler, O’Neill & Partners, L.P.	7,000
The Williams Capital Group, L.P.	7,000
TOTAL	3,500,000

I-1

EX-4.1

Exhibit 4.1

_________________

AMENDED AND RESTATED DECLARATION

OF TRUST

CITIGROUP CAPITAL XXI

Dated as of  December 21, 2007

_________________

TABLE OF CONTENTS

ARTICLE I INTERPRETATION AND DEFINITIONS
SECTION 1.1 Definitions.	1
ARTICLE II TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application.	7
SECTION 2.2 Lists of Holders of Securities.	7
SECTION 2.3 Reports by the Institutional Trustee.	7
SECTION 2.4 Periodic Reports to Institutional Trustee.	8
SECTION 2.5 Evidence of Compliance with Conditions Precedent.	8
SECTION 2.6 Defaults; Waiver.	8
SECTION 2.7 Default; Notice.	9
ARTICLE III ORGANIZATION
SECTION 3.1 Name.	10
SECTION 3.2 Office.	10
SECTION 3.3 Purpose.	10
SECTION 3.4 Authority.	10
SECTION 3.5 Title to Property of the Trust.	11
SECTION 3.6 Powers and Duties of the Regular Trustees.	11
SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.	13
SECTION 3.8 Powers and Duties of the Institutional Trustee.	14
SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee.	16
SECTION 3.10 Certain Rights of Institutional Trustee.	17
SECTION 3.11 Delaware Trustee.	19
SECTION 3.12 Execution of Documents.	20
SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.	20
SECTION 3.14 Duration of Trust.	20
SECTION 3.15 Mergers.	20
ARTICLE IV SPONSOR
SECTION 4.1 Sponsor's Purchase of Common Securities.	22
SECTION 4.2 Responsibilities of the Sponsor.	22

i

ARTICLE V TRUSTEES
SECTION 5.1 Number of Trustees.	22
SECTION 5.2 Delaware Trustee.	23
SECTION 5.3 Institutional Trustee; Eligibility.	23
SECTION 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally.	24
SECTION 5.5 Initial Trustees; Additional Powers of Regular Trustees.	24
SECTION 5.6 Appointment, Removal and Resignation of Trustees.	25
SECTION 5.7 Vacancies among Trustees.	27
SECTION 5.8 Effect of Vacancies.	27
SECTION 5.9 Meetings.	27
SECTION 5.10 Delegation of Power.	27
SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business.	28
ARTICLE VI DISTRIBUTIONS
SECTION 6.1 Distributions.	28
ARTICLE VII ISSUANCE OF SECURITIES
SECTION 7.1 General Provisions Regarding Securities.	28
ARTICLE VIII TERMINATION OF TRUST
SECTION 8.1 Termination of Trust.	29
ARTICLE IX TRANSFER OF INTERESTS
SECTION 9.1 Transfer of Securities.	30
SECTION 9.2 Transfer of Certificates.	31
SECTION 9.3 Deemed Security Holders.	31
SECTION 9.4 Book Entry Interests.	31
SECTION 9.5 Notices to Clearing Agency.	32
SECTION 9.6 Appointment of Successor Clearing Agency.	32
SECTION 9.7 Definitive Capital Security Certificates.	32
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.	33
ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF  SECURITIES, TRUSTEES OR OTHERS
SECTION 10.1 Liability.	33
SECTION 10.2 Exculpation.	34
SECTION 10.3 Fiduciary Duty.	34
SECTION 10.4 Indemnification.	35

ii

SECTION 10.5 Outside Businesses.	37
ARTICLE XI ACCOUNTING
SECTION 11.1 Fiscal Year.	38
SECTION 11.2 Certain Accounting Matters.	38
SECTION 11.3 Banking.	39
SECTION 11.4 Withholding.	39
ARTICLE XII AMENDMENTS AND MEETINGS
SECTION 12.1 Amendments.	39
SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.	41
ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
SECTION 13.1 Representations and Warranties of Institutional Trustee.	42
SECTION 13.2 Representations and Warranties of Delaware Trustee.	43
ARTICLE XIV MISCELLANEOUS
SECTION 14.1 Notices.	44
SECTION 14.2 Governing Law.	45
SECTION 14.3 Intention of the Parties.	45
SECTION 14.4 Headings.	45
SECTION 14.5 Successors and Assigns.	45
SECTION 14.6 Partial Enforceability.	45
SECTION 14.7 Counterparts	45

ANNEX I                   TERMS OF SECURITIES                                                      I-1

EXHIBIT A-1             FORM OF CAPITAL SECURITY CERTIFICATE            A1-1

EXHIBIT A-2             FORM OF COMMON SECURITY CERTIFICATE         A2-1

EXHIBIT B                 SPECIMEN OF DEBENTURE                                            B-1

EXHIBIT C                 UNDERWRITING AGREEMENT                                       C-1

iii

CROSS-REFERENCE TABLE*

Section of Trust Indenture Act of 1939, as amended	Section of Declaration
310(a)	5.3(a)
310(c)	Inapplicable
311(c)	Inapplicable
312(a)	2.2(a)
312(b)	2.2(b)
313	2.3
314(a)	2.4
314(b)	Inapplicable
314(c)	2.5
314(d)	Inapplicable
314(f)	Inapplicable
315(a)	3.9(b)
315(c)	3.9(a)
315(d)	3.9(a)
316(a)	Annex I
316(c)	3.6(e)

__________________

  *   This Cross-Reference Table does not constitute part of the Declaration and shall not affect the interpretation of any of its terms or provisions.

iv

AMENDED AND RESTATED

DECLARATION OF TRUST

OF

CITIGROUP CAPITAL XXI

    December 21, 2007

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of December 21, 2007, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration;

WHEREAS, the Trustees and the Sponsor established Citigroup Capital XXI (the "Trust"), a trust under the Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of April 20, 2007 (the "Original Declaration") and a Certificate of Trust filed with the Secretary of State of the State of Delaware on April 20, 2007 for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Debentures of the Debenture Issuer;

WHEREAS, as of the date hereof, no interests in the Trust have been issued;

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration.

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and that this Declaration constitute the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration.

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1Definitions.

Unless the context otherwise requires:

(a)Capitalized terms used in this Declaration 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 Declaration has the same meaning throughout;

(c)all references to "the Declaration" or "this Declaration" are to this Declaration as modified, supplemented or amended from time to time;

(d)all references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless otherwise specified;

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

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

"Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder.

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

"Book Entry Interest" means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 9.4.

"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 to close.

"Capital Securities Guarantee" means the guarantee agreement dated as of  December 21, 2007, of the Sponsor in respect of the Capital Securities.

"Capital Security" has the meaning specified in Section 7.1.

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

"Capital Security Certificate" means a certificate representing a Capital Security substantially in the form of Exhibit A-1.

"Certificate" means a Common Security Certificate or a Capital Security Certificate.

"Citigroup" means Citigroup Inc., a Delaware corporation.

2

"Clearing Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary for the Capital Securities and in whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Capital Securities.

"Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

"Closing Date" means December 21, 2007.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation.

"Commission" means the Securities and Exchange Commission.

"Common Security" has the meaning specified in Section 7.1.

"Common Security Certificate" means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.

"Company Indemnified Person" means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Regular Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

"Covered Person" means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of Securities.

"Debenture Issuer" means Citigroup Inc. (or the Sponsor) in its capacity as issuer of the Debentures under the Indenture.

"Debenture Trustee" means The Bank of New York, as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.

"Debentures" means the series of Debentures to be issued by the Debenture Issuer under the Indenture to be held by the Institutional Trustee, a specimen certificate for such series of Debentures being Exhibit B.

"Default" in respect of the Securities means a Default (as defined in the Indenture) has occurred and is continuing in respect of the Debentures.

3

"Definitive Capital Security Certificates" has the meaning set forth in Section 9.4.

"Delaware Trustee" has the meaning set forth in Section 5.2.

"Distribution" has the meaning set forth in Section 6.1.

"DTC" means the Depository Trust Company, the initial Clearing Agency.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.

"Fiduciary Indemnified Person" has the meaning set forth in Section 10.4(b).

"Global Certificate" has the meaning set forth in Section 9.4.

"Holder" means a Person in whose name a Certificate representing a Security is registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act.

"Indemnified Person" means a Company Indemnified Person or a Fiduciary Indemnified Person.

"Indenture" means the Indenture, dated as of [June 28, 2007] (as supplemented from time to time), between the Debenture Issuer and the Debenture Trustee, pursuant to which the Debentures are to be issued.

"Institutional Trustee" means the Trustee meeting the eligibility requirements set forth in Section 5.3.

"Institutional Trustee Account" has the meaning set forth in Section 3.8(c).

"Investment Company" means an investment company as defined in the Investment Company Act.

"Investment Company Act" means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

"Investment Company Event" has the meaning set forth in Annex I hereto.

"Legal Action" has the meaning set forth in Section 3.6(g).

"Majority in liquidation amount of the Securities" means, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount 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 Securities of the relevant class.

4

"Officers' Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person; provided that only one Authorized Officer of the Trust is required to sign on behalf of the Trust any Officers’ Certificate delivered pursuant to Section 2.5 of this Declaration.  Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration 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.

"Paying Agent" has the meaning specified in Section 3.8(h).

"Payment Amount" has the meaning specified in Section 6.1.

"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.

"Quorum" means any one Regular Trustee or, if there is only one Regular Trustee, such Regular Trustee.

"Regular Trustee" has the meaning specified in Section 5.1.

"Regulatory Capital Event" has the meaning set forth in Annex I hereto.

"Related Party" means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the outstanding voting securities of the Sponsor.

"Responsible Officer" means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration 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.

"Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

"Securities" means the Common Securities and the Capital Securities.

5

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

"Special Event" has the meaning set forth in Annex I hereto.

"Sponsor" means Citigroup Inc. or any successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.

"Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, or any successor legislation.

"Successor Delaware Trustee" has the meaning set forth in Section 5.6.

"Successor Entity" has the meaning set forth in Section 3.15(b).

"Successor Institutional Trustee" has the meaning set forth in Section 5.6.

"Successor Securities" has the meaning set forth in Section 3.15(b).

"Super Majority" has the meaning set forth in Section 2.6(a)(ii).

"Tax Event" has the meaning set forth in Annex I hereto.

"10% in liquidation amount of the Securities" means, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount representing 10% or more 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 Securities of the relevant class.

"Treasury Regulations" means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

"Trustee" or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

"Underwriting Agreement" means the Underwriting Agreement for the offering and sale of Capital Securities in the form of Exhibit C.

6

ARTICLE II           

TRUST INDENTURE ACT

SECTION 2.1Trust Indenture Act; Application.

(a)This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Declaration and shall, to the extent applicable, be governed by such provisions.

(b)The Institutional Trustee shall be the only Trustee that is a Trustee for the purposes of the Trust Indenture Act.

(c)If and to the extent that any provision of this Declaration limits, qualifies or conflicts with the duties imposed by §§ 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

(d)The application of the Trust Indenture Act to this Declaration shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

SECTION 2.2Lists of Holders of Securities.

(a)Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide the Institutional Trustee (i) within 14 days after each record date for payment of Distributions, a list, in such form as the Institutional Trustee may reasonably require, of the names and addresses of the Holders of the Securities ("List of Holders") as of such record date, provided, that neither the Sponsor nor the Regular Trustees on behalf of the Trust shall 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 Institutional Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii) at any other time, within 30 days of receipt by the Trust 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 Institutional Trustee.  The Institutional Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it or which it receives in the capacity as Paying Agent (if acting in such capacity), provided, that the Institutional Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

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

SECTION 2.3Reports by the Institutional Trustee.

Within 60 days after May 15 of each year, the Institutional Trustee shall provide to the Holders of the Capital Securities such reports as are required by § 313 of the Trust Indenture Act, if any, in the form and in the manner provided by § 313 of the Trust Indenture Act.  The Institutional Trustee shall also comply with the requirements of § 313(d) of the Trust Indenture Act.

7

SECTION 2.4Periodic Reports to Institutional Trustee.

Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Institutional Trustee such documents, reports and information as required by § 314 of the Trust Indenture Act (if any) and the compliance certificate required by § 314 of the Trust Indenture Act in the form, in the manner and at the times required by § 314 of the Trust Indenture Act.

SECTION 2.5Evidence of Compliance with Conditions Precedent.

Each of the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the Institutional Trustee such evidence of compliance with any conditions precedent provided for in this Declaration that relate to any of the matters set forth in § 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer pursuant to § 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.6Defaults; Waiver.

(a)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 Default in respect of the Capital Securities and its consequences, provided, that if the underlying Default under the Indenture:

(i)is not waivable under the Indenture, the Default under the Declaration shall also not be waivable; or

(ii)is waivable only with the consent of holders of more than a majority in principal amount of the Debentures (a "Super Majority") affected thereby, only the Holders of at least the proportion in aggregate liquidation amount of the Capital Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding may waive such Default in respect of the Capital Securities under the Declaration.

The foregoing provisions of this Section 2.6(a) shall be in lieu of § 316(a)(1)(B) of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any such default shall cease to exist, and any Default with respect to the Capital Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or a Default with respect to the Capital Securities or impair any right consequent thereon.  Any waiver by the Holders of the Capital Securities of a Default with respect to the Capital Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of any such Default with respect to the Common Securities for all purposes of this Declaration without any further act, vote, or consent of the Holders of the Common Securities.

(b)The Holders of a Majority in liquidation amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities, waive any past Default with respect to the Common Securities and its consequences, provided, that if the underlying Default under the Indenture:

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(i)is not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Default under the Declaration as provided in this Section 2.6(b), the Default under the Declaration shall also not be waivable; or

(ii)is waivable only with the consent of a Super Majority, except where the Holders of the Common Securities are deemed to have waived such Default under the Declaration as provided in this Section 2.6(b), only the Holders of at least the proportion in aggregate liquidation amount of the Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding may waive such Default in respect of the Common Securities under the Declaration;

provided, further each Holder of Common Securities will be deemed to have waived any such Default and all Defaults with respect to the Common Securities and its consequences until all Defaults with respect to the Capital Securities have been cured, waived or otherwise eliminated, and until such Defaults with respect to the Capital Securities have been so cured, waived or otherwise eliminated, the Institutional Trustee will be deemed to be acting solely on behalf of the Holders of the Capital Securities and only the Holders of the Capital Securities will have the right to direct the Institutional Trustee in accordance with the terms of the Securities.  The foregoing provisions of this Section 2.6(b) shall be in lieu of §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act.  Subject to the foregoing provisions of this Section 2.6(b), upon the waiver of a Default by the Holders of a Majority in liquidation amount of the Common Securities, any such default shall cease to exist and any Default with respect to the Common Securities arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Default with respect to the Common Securities or impair any right consequent thereon.

(c)A waiver of a Default under the Indenture by the Institutional Trustee at the direction of the Holders of the Capital Securities, constitutes a waiver of the corresponding Default under this Declaration.  The foregoing provisions of this Section 2.6(c) shall be in lieu of § 316(a)(1)(B) of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7Default; Notice.

(a)The Institutional Trustee shall, within 90 days after the occurrence of a Default, transmit by mail, first class postage prepaid, to the Holders of the Securities, notices of (i) all defaults with respect to the Securities actually known to a Responsible Officer of the Institutional Trustee, unless such defaults have been cured before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to be a Default as defined in the Indenture, not including any periods of grace provided for therein and irrespective

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of the giving of any notice provided therein) and (ii) any notice of default received from the Indenture Trustee with respect to the Debentures, which notice from the Institutional Trustee to the Holders shall state that a Default under the Indenture also constitutes a Default with respect to the Securities; provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debentures or in the payment of any sinking fund installment established for the Debentures, the Institutional Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Institutional Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities.

(b)The Institutional Trustee shall not be deemed to have knowledge of any default except:

(i)a default under Sections 5.7(b) and 5.7(c) of the Indenture; or

(ii)any default as to which the Institutional Trustee shall have received written notice or of which a Responsible Officer of the Institutional Trustee charged with the administration of the Declaration shall have actual knowledge.

ARTICLE III

ORGANIZATION

SECTION 3.1Name.

The Trust is named "Citigroup Capital XXI," as such name may be modified from time to time by the Regular Trustees following written notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities.  The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees.

SECTION 3.2Office.

The address of the principal office of the Trust is c/o Citigroup Inc., 399 Park Avenue, New York, NY 10043.  On ten Business Days written notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities, the Regular Trustees may designate another principal office.

SECTION 3.3Purpose.

The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Debentures, and (b) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto.  The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise take any action or undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust.

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SECTION 3.4Authority.

Subject to the limitations provided in this Declaration and to the specific duties of the Institutional Trustee, the Regular Trustees shall have exclusive and complete authority to carry out the purposes of the Trust.  An action taken by the Regular Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action taken by the Institutional Trustee on behalf of the Trust in accordance with its powers shall constitute the act of and serve to bind the Trust.  In dealing with the Trustees acting on behalf of the Trust, no person shall be required to inquire into the authority of the Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration.

SECTION 3.5Title to Property of the Trust.

Except as provided in Section 3.8 with respect to the Debentures and the Institutional Trustee Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust.  The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6Powers and Duties of the Regular Trustees.

The Regular Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities:

(a)to issue and sell the Capital Securities and the Common Securities in accordance with this Declaration; provided, however, that the Trust may issue no more than one series of Capital Securities and no more than one series of Common Securities, and, provided further, that there shall be no interests in the Trust other than the Securities, and the issuance of Securities shall be limited to a simultaneous issuance of both Capital Securities and Common Securities on the Closing Date;

(b)in connection with the issue and sale of the Capital Securities, at the direction of the Sponsor, to:

(i)execute and file with the Commission on behalf of the Trust a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, in each case prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Capital Securities;

(ii)execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Capital Securities in any State in which the Sponsor has determined to qualify or register such Capital Securities for sale;

(iii)execute and file with the Commission on behalf of the Trust a registration statement on Form 8-A, prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration of the Capital Securities under Section 12(b) of the Exchange Act; and

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(iv)deliver the Underwriting Agreement providing for the sale of the Capital Securities;

(c)to acquire the Debentures with the proceeds of the sale of the Capital Securities and the Common Securities; provided, however, that the Regular Trustees shall cause legal title to the Debentures to be held of record in the name of the Institutional Trustee for the benefit of the Holders of the Capital Securities and the Holders of Common Securities;

(d)to give the Sponsor and the Institutional Trustee prompt written notice of the occurrence of a Special Event; provided, that the Regular Trustees shall consult with the Sponsor and the Institutional Trustee before taking or refraining from taking any ministerial action in relation to a Special Event;

(e)to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purposes of §316(c) of the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates;

(f)to take all actions and perform such duties as may be required of the Regular Trustees pursuant to the terms of the Securities;

(g)to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional Trustee has the exclusive power to bring such Legal Action;

(h)to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services;

(i)to cause the Trust to comply with the Trust's obligations under the Trust Indenture Act;

(j)to give the certificate required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by any Regular Trustee;

(k)to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

(l)to act as, or appoint another Person to act as, registrar and transfer agent for the Securities;

(m)to give prompt written notice to the Holders of the Securities of any notice received from the Debenture Issuer of its election to defer payments of interest on the Debentures by extending the interest payment period under the Indenture;

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(n)to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Capital Securities or to enable the Trust to effect the purposes for which the Trust was created;

(o)to take any action, not inconsistent with this Declaration or with applicable law, that the Regular Trustees determine in their discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to:

(i)causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(ii)causing the Trust to be classified for United States federal income tax purposes as a grantor trust; and

(iii)cooperating with the Debenture Issuer to ensure that the Debentures will be treated as indebtedness of the Debenture Issuer for United States federal income tax purposes;

provided, that any such action does not adversely affect the interests of Holders;

(p)to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Regular Trustees, on behalf of the Trust; and

(q)to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing.

The Regular Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Regular Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Regular Trustees shall have none of the powers or the authority of the Institutional Trustee set forth in Section 3.8.

Any expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7Prohibition of Actions by the Trust and the Trustees.

(a)The Trust shall not, and the Trustees (including the Institutional Trustee) shall not cause the Trust to, engage in any activity other than as required or authorized by this Declaration.  In particular, the Trust shall not:

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(i)invest any proceeds received by the Trust from holding the Debentures, but shall promptly distribute all such proceeds to Holders of Securities pursuant to the terms of this Declaration and of the Securities;

(ii)acquire any assets other than as expressly provided herein;

(iii)possess Trust property for other than a Trust purpose;

(iv)make any loans or incur any indebtedness;

(v)possess any power or otherwise act in such a way as to vary the Trust assets or the terms of the Securities in any way whatsoever;

(vi)issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; or

(vii)other than as provided in this Declaration or Annex I, (A) direct the time, method and place of exercising any trust or power conferred upon the Debenture Trustee with respect to the Debentures, (B) waive any past Default that is waivable under the Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required unless the Trust shall have obtained an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes.

SECTION 3.8Powers and Duties of the Institutional Trustee.

(a)The legal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Holders of the Securities.  The right, title and interest of the Institutional Trustee to the Debentures shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 5.6.  Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and delivered.

(b)The Institutional Trustee shall not transfer its right, title and interest in the Debentures to the Regular Trustees or to the Delaware Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

(c)The Institutional Trustee shall:

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(i)establish and maintain a segregated non-interest bearing trust account (the "Institutional Trustee Account") in the name of and under the exclusive control of the Institutional Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Institutional Trustee Account and make payments to the Holders of the Capital Securities and Holders of the Common Securities from the Institutional Trustee Account in accordance with Section 6.1.  Funds in the Institutional Trustee Account shall be held uninvested until disbursed in accordance with this Declaration.  The Institutional Trustee Account shall be an account that is maintained with a banking institution the rating on whose long-term unsecured indebtedness assigned by a "nationally recognized statistical rating organization," as that term is defined for purposes of Rule 436(g)(2) under the Securities Act, is at least equal to the rating assigned to the Capital Securities by a nationally recognized statistical rating organization;

(ii)engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Capital Securities and the Common Securities to the extent the Debentures are redeemed or mature; and

(iii)upon written notice of distribution issued by the Regular Trustees in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Debentures to Holders of Securities upon the occurrence of certain Special Events or other specified circumstances pursuant to the terms of the Securities.

(d)The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities.

(e)Subject to Section 2.6, the Institutional Trustee shall take any Legal Action which arises out of or in connection with a Default of which a Responsible Officer of the Institutional Trustee has actual knowledge or the Institutional Trustee's duties and obligations under this Declaration or the Trust Indenture Act.

(f)The Institutional Trustee shall not resign as a Trustee unless either:

(i)the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of Securities pursuant to the terms of the Securities; or

(ii)a Successor Institutional Trustee has been appointed and has accepted that appointment in accordance with Section 5.6.

(g)The Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Debentures under the Indenture and, if a Default actually known to a Responsible Officer of the Institutional Trustee occurs and is continuing, the Institutional Trustee shall, for the benefit of Holders of the Securities, enforce its rights as holder of the Debentures subject to the rights of the Holders pursuant to the terms of such Securities, this Declaration, the Statutory Trust Act and the Trust Indenture Act.

(h)The Institutional Trustee may authorize one or more Persons (each, a "Paying Agent") to pay Distributions, redemption payments or liquidation payments on behalf of the Trust with respect to all securities and any such Paying Agent shall comply with § 317(b) of the Trust Indenture Act.  Any Paying Agent may be removed by the Institutional Trustee at any time and a successor Paying Agent or additional Paying Agents may be appointed at any time by the Institutional Trustee.

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(i)Subject to this Section 3.8, the Institutional Trustee shall have none of the duties, liabilities, powers or the authority of the Regular Trustees set forth in Section 3.6.

The Institutional Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Institutional Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee.

(a)The Institutional Trustee, before the occurrence of any Default and after the curing of all Defaults that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration against the Institutional Trustee.  In case a Default has occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Institutional Trustee has actual knowledge, the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration, and use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)No provision of this Declaration shall be construed to relieve the Institutional 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 a Default and after the curing or waiving of all such Defaults that may have occurred:

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

(B)in the absence of bad faith on the part of the Institutional Trustee, the Institutional 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 Institutional Trustee and conforming to the requirements of this Declaration; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Institutional Trustee, the Institutional Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Declaration;

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

(iii)the Institutional 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 the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration;

(iv)no provision of this Declaration shall require the Institutional 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 it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration or indemnity reasonably satisfactory to the Institutional Trustee against such risk or liability is not reasonably assured to it;

(v)the Institutional Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Institutional Trustee Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Institutional Trustee under this Declaration and the Trust Indenture Act;

(vi)the Institutional Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Debentures or the payment of any taxes or assessments levied thereon or in connection therewith;

(vii)the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor.  Money held by the Institutional Trustee need not be segregated from other funds held by it except in relation to the Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and

(viii)the Institutional Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or the Sponsor with their respective duties under this Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the Regular Trustees or the Sponsor.

SECTION 3.10Certain Rights of Institutional Trustee.

(a)Subject to the provisions of Section 3.9:

(i)the Institutional 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;

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(ii)any direction or act of the Sponsor or the Regular Trustees contemplated by this Declaration shall be sufficiently evidenced by an Officers' Certificate;

(iii)whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Institutional 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 Sponsor or the Regular Trustees;

(iv)the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or registration thereof;

(v)the Institutional Trustee may consult with counsel or other experts and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts' area of expertise 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 Sponsor or any of its Affiliates, and may include any of its employees.  The Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction;

(vi)the Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any Holder, unless such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably satisfactory to the Institutional Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the Institutional 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 Institutional Trustee provided that nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the occurrence of a Default, of its obligation to exercise the rights and powers vested in it by this Declaration;

(vii)the Institutional 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 Institutional Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;

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

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

(x)whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Securities which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Institutional Trustee under the terms of the Securities in respect of such remedy, right or action, (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 or accordance with such instructions; and

(xi)except as otherwise expressly provided by this Declaration, the Institutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration.

(b)No provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional 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 Institutional 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 Institutional Trustee shall be construed to be a duty.

SECTION 3.11Delaware Trustee.

The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the  Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware.  It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Regular Trustees or the Institutional Trustee.  The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Act.  To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Holders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this

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Declaration.  The Delaware trustee shall have no liability for the acts or omissions of the Regular Trustees or the Institutional Trustee. The Delaware Trustee shall be entitled to all of the same rights, protections, indemnities and immunities under this Declaration and with respect to the Trust as the Institutional Trustee.

SECTION 3.12Execution of Documents.

Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Statutory Trust Act, any Regular Trustee is authorized to execute on behalf of the Trust any documents that the Regular Trustees have the power and authority to execute pursuant to Section 3.6; provided, that the registration statement referred to in Section 3.6(b)(i), including any amendments thereto, shall be signed by all of the Regular Trustees.

SECTION 3.13Not Responsible for Recitals or Issuance of Securities.

The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness.  The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof.  The Trustees make no representations as to the validity or sufficiency of this Declaration or the Securities.

SECTION 3.14Duration of Trust.

The Trust, unless dissolved and terminated pursuant to the provisions of Article VIII hereof, shall have existence for sixty (60) years from the Closing Date.

SECTION 3.15Mergers.

(a)The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described in Section 3.15(b) and (c).

(b)The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State; provided, that:

(i)such successor entity (the "Successor Entity") either:

(A)expressly assumes all of the obligations of the Trust under the Securities; or

(B)substitutes for the Securities other securities having substantially the same terms as the Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Capital Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise;

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(ii)the Debenture Issuer expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee in its capacity as the Holder of the Debentures;

(iii)the Capital Securities or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Capital Securities are then listed or quoted;

(iv)such merger, consolidation, amalgamation or replacement does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization;

(v)such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the new entity as a result of such merger, consolidation, amalgamation or replacement);

(vi)such Successor Entity has a purpose identical to that of the Trust;

(vii)prior to such merger, consolidation, amalgamation or replacement, the Trust has received an opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that:

(A)such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); and

(B)following such merger, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and

(C)following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; and

(viii)the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee.

(c)Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if in the opinion of a nationally recognized independent tax counsel experienced in such matters, such consolidation, amalgamation, merger or replacement would cause the Trust or the Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes.

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ARTICLE IV

SPONSOR

SECTION 4.1Sponsor's Purchase of Common Securities.

On the Closing Date, the Sponsor will purchase all of the Common Securities issued by the Trust at the same time as the Capital Securities are sold.

SECTION 4.2Responsibilities of the Sponsor.

In connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities:

(a)to prepare for filing by the Trust with the Commission a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Capital Securities;

(b)to determine the States in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;

(c)to prepare for filing by the Trust with the Commission a registration statement on Form 8-A, including any pre-effective or post-effective amendments thereto, relating to the registration of the Capital Securities under Section 12(b) of the Exchange Act, including any amendments thereto; and

(d)to negotiate the terms of the Underwriting Agreement providing for the sale of the Capital Securities.

ARTICLE V

TRUSTEES

SECTION 5.1Number of Trustees.

The number of Trustees initially shall be five (5), and:

(a)at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

(b)after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities,

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provided, however, that the number of Trustees shall in no event be less than two (2); provided further that (1) one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, shall be an entity which has its principal place of business in the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one Trustee who is an employee or officer of, or is affiliated with the Sponsor (a "Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for so long as this Declaration is required to qualify as an indenture under the Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements.

SECTION 5.2Delaware Trustee.

If required by the Statutory Trust Act, the Delaware Trustee shall be:

(a)a natural person who is a resident of the State of Delaware; or

(b)if not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law,

provided, that if the Institutional Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3Institutional Trustee; Eligibility.

(a)There shall at all times be one Trustee that shall act as Institutional Trustee which shall:

(i)not be an Affiliate of the Sponsor;

(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 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 5.3(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; and

(iii)if the Trust is excluded from the definition of an Investment Company solely by means of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having certain qualifications to hold title to the "eligible assets" of the Trust, the Institutional Trustee shall possess those qualifications.

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(b)If at any time the Institutional Trustee shall cease to be eligible to so act under Section 5.3(a), the Institutional Trustee shall immediately resign in the manner and with the effect set forth in Section 5.6(c).

(c)If the Institutional Trustee has or shall acquire any "conflicting interest" within the meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in § 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of § 310(b) of the Trust Indenture Act.

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

(e)The initial Institutional Trustee shall be as set forth in Section 5.5 hereof.

SECTION 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally.

Each Regular Trustee and the Delaware Trustee (unless the Institutional Trustee also acts as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

SECTION 5.5Initial Trustees; Additional Powers of Regular Trustees.

(a)Pursuant to Section 3.1 of the Original Declaration, the Sponsor hereby removes, without cause, Saul Rosenas a Regular Trustee of the Trust effective immediately prior to the execution of this Declaration.

The initial Regular Trustees shall be:

Saul Rosen

Eric L. Wentzel

John Gerspach

until they (or any one of them) resign or are removed in accordance with Section 5.6.  Saul Rosen, who has been removed asa regular Trustee prior to the execution of this Declaration and appointed as a Regular Trustee in this Declaration,shall not be required to execute this Declaration.

The initial Delaware Trustee shall be:

The Bank of New York (Delaware)

100 White Clay Center

Route 273

P. O. Box 6995

Newark, DE 19711

Attn:  Corporate Trust Department

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The initial Institutional Trustee shall be:

The Bank of New York

101 Barclay Street-8W

New York, New York 10286

Attn:  Global Trust Administration

(b)Except as expressly set forth in this Declaration and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees have power to act, any power of the Regular Trustees may be exercised by, or with the consent of, any one such Regular Trustee.

(c)Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Statutory Trust Act or applicable law, any Regular Trustee is authorized to execute on behalf of the Trust any documents which the Regular Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.6, provided, that the registration statement referred to in Section 3.6, including any amendments thereto, shall be signed by all of the Regular Trustees; and

(d)a Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of signing any documents which the Regular Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6Appointment, Removal and Resignation of Trustees.

(a)Subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time:

(i)until the issuance of any Securities, by written instrument executed by the Sponsor; and

(ii)in the case of the Regular Trustees, after the issuance of any Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities;

(iii)in the case of the Institutional Trustee and the Delaware Trustee, unless a Default shall have occurred and be continuing after the issuance of any Securities, by a vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities; and

(iv)in the case of the Institutional Trustee and the Delaware Trustee, if a Default shall have occurred and be continuing after the issuance of the  Securities, by a vote of the Holders of a Majority in liquidation amount of the Capital Securities voting as a class at a meeting of the Holders of the Capital Securities.

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  (b)(i)  The Trustee that acts as Institutional Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Institutional Trustee under Section 5.3 (a "Successor Institutional Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Institutional Trustee and delivered to the Regular Trustees and the Sponsor; and

(ii)the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Regular Trustees and the Sponsor.

(c)A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation.  Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that:

(i)No such resignation of the Trustee that acts as the Institutional Trustee shall be effective:

(A)until a Successor Institutional Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Institutional Trustee and delivered to the Trust, the Sponsor and the resigning Institutional Trustee; or

(B)until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities; and

(ii)no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee.

(d)The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee as the case may be if the Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6.

(e)If no Successor Institutional Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument of resignation, the resigning Institutional Trustee or Delaware Trustee, as applicable, may petition any court of competent jurisdiction for appointment of a Successor Institutional Trustee or Successor Delaware Trustee.  Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

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(f)No Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

SECTION 5.7Vacancies among Trustees.

If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur.  A resolution certifying the existence of such vacancy by the Regular Trustees or, if there are more than two, a majority of the Regular Trustees shall be conclusive evidence of the existence of such vacancy.  The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8Effect of Vacancies.

The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust.  Whenever a vacancy in the number of Regular Trustees shall occur, until such vacancy is filled by the appointment of a Regular Trustee in accordance with Section 5.6, the Regular Trustees in office, regardless of their number, shall have all the powers granted to the Regular Trustees and shall discharge all the duties imposed upon the Regular Trustees by this Declaration.

SECTION 5.9Meetings.

If there is more than one Regular Trustee, meetings of the Regular Trustees shall be held from time to time upon the call of any Regular Trustee.  Regular meetings of the Regular Trustees may be held at a time and place fixed by resolution of the Regular Trustees.  Notice of any in-person meetings of the Regular Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting.  Notice of any telephonic meetings of the Regular Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting.  Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting.  The presence (whether in person or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Regular Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened.  Unless provided otherwise in this Declaration, any action of the Regular Trustees may be taken at a meeting by vote of a majority of the Regular Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of the Regular Trustees.  In the event there is only one Regular Trustee, any and all action of such Regular Trustee shall be evidenced by a written consent of such Regular Trustee.

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SECTION 5.10Delegation of Power.

(a)Any Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing; and

(b)the Regular Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.11Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VI

DISTRIBUTIONS

SECTION 6.1Distributions.

Holders shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder's Securities.  Distributions shall be made on the Capital Securities and the Common Securities in accordance with the preferences set forth in their respective terms.  If and to the extent that the Debenture Issuer makes a payment of interest (including Compounded Interest (as defined in the Indenture) and Additional Interest (as defined in the Indenture)), premium and/or principal on the Debentures held by the Institutional Trustee (the amount of any such payment being a "Payment Amount"), the Institutional Trustee shall and is directed to make a distribution (a "Distribution") of the Payment Amount to Holders.

ARTICLE VII

ISSUANCE OF SECURITIES

SECTION 7.1General Provisions Regarding Securities.

(a)The Regular Trustees shall on behalf of the Trust issue one class of capital securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the "Capital Securities") and one class of common securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the "Common Securities").  The Trust shall issue no securities or other interests in the assets of the Trust other than the Capital Securities and the Common Securities.

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(b)The Certificates shall be signed on behalf of the Trust by a Regular Trustee.  Such signature shall be the manual or facsimile signature of any present or any future Regular Trustee.  In case any Regular Trustee of the Trust who shall have signed any of the Securities shall cease to be such Regular Trustee before the Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Regular Trustee; and any Certificate may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall be the Regular Trustees of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such a Regular Trustee.  Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation of any stock exchange on which Securities may be listed, or to conform to usage.

(c)The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

(d)Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and non-assessable.

(e)Every Person, by virtue of having become a Holder or a Capital Security Beneficial Owner in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration.

ARTICLE VIII

TERMINATION OF TRUST

SECTION 8.1Termination of Trust.

(a)The Trust shall terminate:

(i)upon the bankruptcy of any Holder of the Common Securities or the Sponsor;

(ii)upon the filing of a certificate of dissolution or its equivalent with respect to any Holder of the Common Securities or the Sponsor; the filing of a certificate of cancellation with respect to the Trust or the revocation of the Holder of the Common Securities or the Sponsor's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof;

(iii)upon the entry of a decree of judicial dissolution of any Holder of the Common Securities, the Sponsor or the Trust;

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(iv)Subject to obtaining any required regulatory approval, when all of the Securities have been called for redemption and the amounts necessary for redemption thereof have been paid to the Holders in accordance with the terms of the Securities;

(v)Subject to obtaining any required regulatory approval, when the Trust shall have been dissolved in accordance with the terms of the Securities upon election by the Sponsor of its right to terminate the Trust and distribute all of the Debentures to the Holders of Securities in exchange for all of the Securities and all of the Debentures shall have been distributed to the Holders of Securities in accordance with such election;

(vi)before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor; or

(vii)upon the expiration of the term of the Trust set forth in Section 3.14.

(b)As soon as is practicable after the occurrence of an event referred to in Section 8.1(a), and after satisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Delaware Trustee, when notified in writing of the completion of the winding up of the Trust in accordance with the Statutory Trust Act, shall terminate the Trust by filing, at the expense of the Sponsor, a certificate of cancellation with the Secretary of State of the State of Delaware.

(c)The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

ARTICLE IX

TRANSFER OF INTERESTS

SECTION 9.1Transfer of Securities.

(a)Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of the Securities.  Any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void.

(b)Subject to this Article IX, Capital Securities shall be freely transferable.

(c)Subject to this Article IX, the Sponsor and any Related Party may only transfer Common Securities to the Sponsor or a Related Party of the Sponsor; provided, that any such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that:

(i)the Trust would not be classified for United States federal income tax purposes as a grantor trust; and

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(ii)the Trust would be an Investment Company or the transferee would become an Investment Company.

SECTION 9.2Transfer of Certificates.

The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment (with such indemnity as the Regular Trustees may require) in respect of any tax or other government charges that may be imposed in relation to it.  Upon surrender for registration of transfer of any Certificate, the Regular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees.  Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Regular Trustees duly executed by the Holder or such Holder's attorney duly authorized in writing.  Each Certificate surrendered for registration of transfer shall be canceled by the Regular Trustees.  A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate.  By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration.

SECTION 9.3Deemed Security Holders.

The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.4Book Entry Interests.

Unless otherwise specified in the terms of the Capital Securities, the Capital Securities Certificates, on original issuance, will be issued in the form of one or more, fully registered, global Capital Security Certificates (each a "Global Certificate"), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.  Such Global Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no Capital Security Beneficial Owner will receive a definitive Capital Security Certificate representing such Capital Security Beneficial Owner's interests in such Global Certificates, except as provided in Section 9.7.  Unless and until definitive, fully registered Capital Security Certificates (the "Definitive Capital Security Certificates") have been issued to the Capital Security Beneficial Owners pursuant to Section 9.7:

(a)the provisions of this Section 9.4 shall be in full force and effect;

(b)the Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration (including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Capital Securities and the sole holder of the Global Certificates and shall have no obligation to the Capital Security Beneficial Owners;

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(c)to the extent that the provisions of this Section 9.4 conflict with any other provisions of this Declaration, the provisions of this Section 9.4 shall control; and

(d)the rights of the Capital Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants and receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants.  DTC will make book entry transfers among the Clearing Agency Participants.

SECTION 9.5Notices to Clearing Agency.

Whenever a notice or other communication to the Capital Security Holders is required under this Declaration, unless and until Definitive Capital Security Certificates shall have been issued to the Capital Security Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all such notices and communications specified herein to be given to the Capital Security Holders to the Clearing Agency, and shall have no notice obligations to the Capital Security Beneficial Owners.

SECTION 9.6Appointment of Successor Clearing Agency.

If any Clearing Agency elects to discontinue its services as a securities depositary with respect to the Capital Securities, the Regular Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Capital Securities.

SECTION 9.7Definitive Capital Security Certificates.

If:

(a)a Clearing Agency elects to discontinue its services as a securities depositary with respect to the Capital Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 9.6; or

(b)the Regular Trustees elect after consultation with the Sponsor to terminate the book entry system through the Clearing Agency with respect to the Capital Securities,

then:

(c)Definitive Capital Security Certificates shall be prepared by the Regular Trustees on behalf of the Trust with respect to such Capital Securities; and

(d)upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Regular Trustees shall cause Definitive Certificates to be delivered to Capital Security Beneficial Owners in accordance with the instructions of the Clearing Agency.  Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency.  The Definitive Capital Security Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is

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reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Capital Securities may be listed, or to conform to usage.

SECTION 9.8Mutilated, Destroyed, Lost or Stolen Certificates.

If:

(a)any mutilated Certificates should be surrendered to the Regular Trustees, or if the Regular Trustees shall receive evidence to their satisfaction of the destruction, loss or theft of any Certificate; and

(b)there shall be delivered to the Regular Trustees such security or indemnity as may be required by them to keep each of them harmless.

then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination.  In connection with the issuance of any new Certificate under this Section 9.8, the Regular Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS OF

SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1Liability.

(a)Except as expressly set forth in this Declaration, the Capital Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

(i)personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; and

(ii)required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise.

(b)The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out of the Trust's assets.

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(c)Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the Capital Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

SECTION 10.2Exculpation.

(a)No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust 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 on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration 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 gross 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 Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, 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 of Securities might properly be paid.

SECTION 10.3Fiduciary Duty.

(a)To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration.  The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(b)Unless otherwise expressly provided herein:

(i)whenever a conflict of interest exists or arises between any Covered Persons; or

(ii)whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such

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interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles.  In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

(c)Whenever in this Declaration an Indemnified Person is permitted or required to make a decision:

(i)in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

(ii)in its "good faith" or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law.

SECTION 10.4Indemnification.

(a)(i)  The Debenture Issuer shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendereor its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii)The Debenture Issuer shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

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(iii)To the extent that a Company Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, he shall be indemnified, to the full extent permitted by law, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(iv)Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made by the Debenture Issuer only as authorized in the specific case upon a determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii).  Such determination shall be made (1) by the Regular Trustees by a majority vote of a quorum consisting of such Regular Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the Trust.

(v)Expenses (including attorneys' fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Debenture Issuer as authorized in this Section 10.4(a).  Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer if a determination is reasonably and promptly made (i) by the Regular Trustees by a majority vote of a quorum of disinterested Regular Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion or (iii) the Common Security Holder of the Trust, that, based upon the facts known to the Regular Trustees, counsel or the Common Security Holder at the time such determination is made, such Company Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Company Indemnified Person believed or had reasonable cause to believe his conduct was unlawful.  In no event shall any advance be made in instances where the Regular Trustees, independent legal counsel or Common Security Holder reasonably determine that such person deliberately breached his duty to the Trust or its Common or Capital Security Holders.

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(vi)The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Debenture Issuer or Capital Security Holders of the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.  All rights to indemnification under this Section 10.4(a) shall be deemed to be provided by a contract between the Debenture Issuer and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect.  Any repeal or modification of this Section 10.4(a) shall not affect any rights or obligations then existing.

(vii)The Debenture Issuer may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Debenture Issuer would have the power to indemnify him against such liability under the provisions of this Section 10.4(a).

(viii)For purposes of this Section 10.4(a), references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

(ix)The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b)The Debenture Issuer agrees to indemnify the (i) Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the Delaware Trustee, and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified Person harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration or 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 obligation to indemnify as set forth in this Section 10.4(b) shall survive the resignation or removal of the Institutional Trustee or the Delaware Trustee, as the case may be, and the satisfaction and discharge of this Declaration.

SECTION 10.5Outside Businesses.

Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee may engage in or possess an interest in other business ventures of any nature or

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description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.  No Covered Person, the Sponsor, the Delaware Trustee, or the Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity.  Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

ARTICLE XI

ACCOUNTING

SECTION 11.1Fiscal Year.

The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such other year as is required by the Code.

SECTION 11.2Certain Accounting Matters.

(a)At all times during the existence of the Trust, the Regular Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail, each transaction of the Trust.  The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied.  The Trust shall use the accrual method of accounting for United States federal income tax purposes.  The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Regular Trustees.

(b)The Regular Trustees shall cause to be prepared and delivered to each of the Holders of Securities, to the extent, if any, required by the Trust Indenture Act, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss;

(c)The Regular Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations.  Notwithstanding any right under the Code to deliver any such statement at a later date, the Regular Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust.

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(d)The Regular Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Regular Trustees on behalf of the Trust with any state or local taxing authority.

SECTION 11.3Banking.

The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Debentures held by the Institutional Trustee shall be made directly to the Institutional Trustee Account and no other funds of the Trust shall be deposited in the Institutional Trustee Account.  The sole signatories for such accounts shall be designated by the Regular Trustees; provided, however, that the Institutional Trustee shall designate the signatories for the Institutional Trustee Account.

SECTION 11.4Withholding.

The Trust and the Regular Trustees shall comply with all withholding requirements under United States federal, state and local law.  The Trust shall request, and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding obligations.  The Regular Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions.  To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder.  In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction.  If the amount required to be withheld was not withheld from actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding.

ARTICLE XII

AMENDMENTS AND MEETINGS

SECTION 12.1Amendments.

(a)Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be amended by a written instrument approved and executed by:

(i)the Regular Trustees (or, if there are more than two Regular Trustees a majority of the Regular Trustees);

(ii)if the amendment affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee; and

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(iii)if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee;

(b)no amendment shall be made, and any such purported amendment shall be void and ineffective:

(i)unless, in the case of any proposed amendment, the Institutional Trustee shall have first received an Officers' Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities);

(ii)unless, in the case of any proposed amendment which affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee shall have first received:

(A)an Officers' Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and

(B)an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and

(iii)to the extent the result of such amendment would be to:

(A)cause the Trust to fail to continue to be classified for purposes of United States federal income taxation as a grantor trust;

(B)reduce or otherwise adversely affect the powers of the Institutional Trustee in contravention of the Trust Indenture Act; or

(C)cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(c)at such time after the Trust has issued any Securities that remain outstanding, any amendment that would adversely affect the rights, privileges or preferences of any Holder of Securities may be effected only with such additional requirements as may be set forth in the terms of such Securities;

(d)Section 9.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities;

(e)Article IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities and;

(f)the rights of the Holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; and

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(g)subject to Section 12.1(c), this Declaration may be amended without the consent of the Holders of the Securities to:

(i)cure any ambiguity;

(ii)correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this Declaration;

(iii)add to the covenants, restrictions or obligations of the Sponsor;

(iv)to conform to any change in Rule 3a-5 or written change in interpretation or application of Rule 3a-5 by any legislative body, court, government agency or regulatory authority which amendment does not have a material adverse effect on the right, preferences or privileges of the Holders; and

(v)to modify, eliminate and add to any provision of the Declaration to such extent as may be reasonably necessary to effectuate any of the foregoing or to otherwise comply with applicable law.

SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.

(a)Meetings of the Holders of any class of Securities may be called at any time by the Regular Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading.  The Regular Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of Securities representing at least 10% in liquidation amount of such class of Securities.  Such direction shall be given by delivering to the Regular Trustees one or more calls in a writing stating that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called.  Any Holders of Securities calling a meeting shall specify in writing the Security Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

(b)Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of Securities:

(i)notice of any such meeting shall be given to all the Holders of Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting.  Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of Securities.  Any action that may be taken at a meeting of the Holders of Securities may be taken without a meeting if a consent in

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writing setting forth the action so taken is signed by the Holders of Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present and voting.  Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to vote who have not consented in writing.  The Regular Trustees may specify that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Regular Trustees;

(ii)each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.  No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Holder of Securities executing it.  Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation;

(iii)each meeting of the Holders of the Securities shall be conducted by the Regular Trustees or by such other Person that the Regular Trustees may designate; and

(iv)unless the Statutory Trust Act, this Declaration, the terms of the Securities, or the Trust Indenture Act, otherwise provides, the Regular Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

ARTICLE XIII

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

AND DELAWARE TRUSTEE

SECTION 13.1Representations and Warranties of Institutional Trustee.

The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee's acceptance of its appointment as Institutional Trustee that:

(a)the Institutional Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

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(b)the execution, delivery and performance by the Institutional Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Institutional Trustee.  The Declaration has been duly executed and delivered by the Institutional Trustee, and it constitutes a legal, valid and binding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

(c)the execution, delivery and performance of the Declaration by the Institutional Trustee does not conflict with or constitute a breach of the Articles of Organization or By-laws of the Institutional Trustee; and

(d)no consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Institutional Trustee, of the Declaration.

SECTION 13.2Representations and Warranties of Delaware Trustee.

The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that:

(a)The Delaware Trustee is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration.

(b)The Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust and the Declaration.  The Declaration under Delaware law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).

(c)No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee, of the Declaration.

(d)The Delaware Trustee is an entity which maintains its principal place of business in the State of Delaware.

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ARTICLE XIV

MISCELLANEOUS

SECTION 14.1Notices.

All notices provided for in this Declaration 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 Trust, in care of the Regular Trustees at the Trust's mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Securities):

Citigroup Capital XXI

c/o Citigroup Inc.

153 East 53rd Street

New York, NY  10043

Attention: Eric Wentzel

(b)if given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Holders of the Securities):

The Bank of New York (Delaware)

100 White Clay Center

Route 273

P. O. Box 6995

Newark, DE 19711

Attention: Corporate Trust Department

(c)if given to the Institutional Trustee, at the mailing address set forth below (or such other address as the Institutional Trustee may give notice of to the Holders of the Securities):

The Bank of New York

101 Barclay Street-8W

New York, New York 10286

Attention: Global Trust Administration

(d)if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust):

Citigroup Inc.

153 East 53rd Street

New York, NY  10043

Attention: Charles E. Wainhouse

(e)if given to any other Holder, at the address set forth on the books and records of the Trust.

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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 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 14.2Governing Law.

This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to the principles of conflict of laws.

SECTION 14.3Intention of the Parties.

It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust.  The provisions of this Declaration shall be interpreted to further this intention of the parties.

SECTION 14.4Headings.

Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision hereof.

SECTION 14.5Successors and Assigns.

Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

SECTION 14.6Partial Enforceability.

If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7Counterparts.

This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages.  All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

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IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written.

/s/ Eric L. Wentzel

Name:  Eric L. Wentzel

Title:    Regular Trustee

/s/ John Gerspach

Name:  John Gerspach

Title:    Regular Trustee

THE BANK OF NEW YORK (DELAWARE),as Delaware Trustee

By:  /s/ Kristine K. Gullo

Name:  Kristine K. Gullo

Title:  Vice President

THE BANK OF NEW YORK, as Institutional Trustee

By:­­­ /s/ Robert A. Massimillo

Name:  Robert A. Massimillo

Title: Vice President

CITIGROUP INC., as Sponsor

By: /s/ Charles E. Wainhouse

Name:  Charles E. Wainhouse

Title:    Assistant Treasurer

ANNEX I

TERMS OF

8.300% FIXED RATE/FLOATING RATE CAPITAL SECURITIES

8.300% FIXED RATE/FLOATING RATE COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of December 21, 2007 (as amended from time to time, the "Declaration"), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration or, if not defined in such Declaration, as defined in the Prospectus referred to below):

1.Designation and Number.

(a)Capital Securities. 3,500,000 8.300% Fixed Rate/Floating Rate Capital Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of THREE BILLION FIVE HUNDRED MILLION dollars ($3,500,000,000), and a liquidation amount with respect to the assets of the Trust of $1,000 per capital security, are hereby designated for the purposes of identification only as "8.300% Fixed Rate/Floating Rate Capital Securities" (the "Capital Securities").  The Capital Security Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Capital Securities are listed.

(b)Common Securities. 500 8.300% Fixed Rate/Floating Rate Common Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of FIVE HUNDRED THOUSAND dollars ($500,000), and a liquidation amount with respect to the assets of the Trust of $1,000 per common security, are hereby designated for the purposes of identification only as "8.300% Fixed Rate/Floating Rate Common Securities" (the "Common Securities").  The Common Security Certificates evidencing the Common Securities shall be substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.

2.Distributions.

                         (a) Distributions will be cumulative and will be payable on each Security until redemption (i) from and including December 21, 2007 to but excluding December 21, 2037, at an annual rate of 8.300%, payable semi-annually in arrears on June 21 and December 21 of each year, beginning on June 21, 2008; (ii) from and including December 21, 2037 to but excluding December 21, 2057, at an annual rate equal to three-month LIBOR plus 4.170%, payable quarterly in arrears on March 21, June 21, September 21 and December 21 of each year, beginning on March 21, 2038; and (iii) to the extent the Security is not repaid on December 21, 2057, the (“Scheduled Maturity Date”), from and including the Scheduled Maturity Date to but excluding the date the Security is paid in full,

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at an annual rate equal to one-month LIBOR plus 4.170%, payable monthly in arrears on the 21st day of each month, beginning on January 21, 2058(the “Coupon Rates”), these rates being the rates payable on the Debentures to be held by the Institutional Trustee.The amount of Distributionspayable shall be computed on the basis of (i) a 360-day year comprised of twelve 30-day months with respect to any Distribution periodending on or before December 21, 2037 and will include the first day but exclude the last day of such period, and (ii) a 360-day year and the actual number of days elapsed with respect to any Distribution period after such date.  If the date for payment of any Distributionon or before December 21, 2037 is not a Business Day, then payment of a Distributionpayable on such date shall be made or be made available for payment on the next succeeding day that is a Business Day with the same force and effect as if such payment were made on the relevant Distribution payment date, and without any interest or other payment in respect of any such delay.  If any Distribution payment date after December 21, 2037 is not a Business Day, then payment of a Distributionpayable on such date shall be made or be made available for payment on the next succeeding day that is a Business Day.Distributions in arrears beyond the first date such Distributions are payable (or would be payable, if not for any Extension Period (as defined below) or default by the Debenture Issuer on the Debentures) will bear interest thereon compoundedsemi-annually,quarterlyor monthly, as applicable,at the applicable Coupon Rate (to the extent permitted by applicable law).  The term "Distributions" as used herein includes such cash distributions and any such interest payable unless otherwise stated.  A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds available therefor.

(b)When, as and if available for payment, Distributions will be made by the Institutional Trustee, except as otherwise described below.  The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period from time to time on the Debentures for a period not exceeding 10 years (each an "Extension Period"), during which Extension Period no interest shall be due and payable on the Debentures, provided, that no Extension Period may extend beyond the Final Repayment Date.  As a consequence of the Debenture Issuer's extension of the interest payment period or earlier redemption of the Debentures, Distributions will also be deferred.  Despite such deferral, Distributions will continue to accrue with interest thereon (to the extent permitted by applicable law) at the applicable Coupon Rate compounded semi-annually, quarterly, or monthly as applicable during any such Extension Period.  In the event that the Debenture Issuer exercises its right to extend the interest payment period, then (a) the Debenture Issuer and any subsidiary of the Debenture Issuer shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its 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 Debenture Issuerin 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 Debenture Issuerpursuant to a contractually binding requirement to buy stock existing prior to the commencement of the extension period, including under a contractually binding stock repurchase plan,(iii) as a result of an exchange or conversion of any class or series of the Debenture Issuer'scapital stock for any other class or series of the Debenture Issuer'scapital stock, (iv) the purchase of fractional interests in shares of the Debenture Issuer'scapital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) the purchase of Debenture Issuer'scapital stock in connection

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with the distribution thereof); and (b) the Debenture Issuer and any subsidiary of the Debenture Issuer will not make any payment of interest, principal or premium on, or repay, repurchase or redeem, any debt securities or guarantees issued by the Debenture Issuerthat rank pari passu with or junior to the Debentures (other than (i) any payment of current or deferred interest on securities that rank pari passu with the Debentures that is made pro rata to the amounts due on such securities (including the Debentures), provided that any such payments of deferred interest are made in accordance with Section 13.5(d) of the Indenture, (ii) any payments of deferred interest on securities that rank pari passu with the Debentures that, if not made, would cause a breach of the terms of the instrument governing such securities, (iii) any payments of principal in respect of any securities that rank pari passu with the Debentures and that have an earlier scheduled maturity date than the Debentures, as required under a provision of such securities that is substantially the same as the provision described in paragraph 15 of the Officer’s Certificate (as defined below), and any payments in respect of securities that rank pari passu with the Debentures and that have the same Scheduled Maturity Date as the Debentures, as required by such a provision, and that are made on a pro rata basis among one or more series of parity securities having such a provision and the Debenturesor (iv) any repayment or redemption of a security necessary to avoid a breach of the instrument governing the same). The foregoing, however, will not apply to any stock dividends paid by the Debenture Issuerwhere the dividend stock is the same stock as that on which the dividend is being paid.  In addition, the Debenture Issuer may pay current interest at any time with cash from any source. Prior to the termination of any such Extension Period, the Debenture Issuer may further extend such Extension Period; provided, that such Extension Period, together with all such previous and further extensions thereof, may not exceed 10 years; provided further, that no Extension Period may extend beyond the Final Repayment Date or the earlier redemption of the Debentures. Payments of deferred Distributions and accrued interest thereon will be payable to Holders as they appear on the books and records of the Trust on the first record date before the end of the Extension Period.  Upon the termination of any Extension Period and the payment of all amounts then due, the Debenture Issuer may commence a new Extension Period, subject to the above requirements.  The Regular Trustees will give notice to each Holder of any Extension Period upon their receipt of notice thereof from the Debenture Issuer.

(c)If the Debenture Issuer does not pay all accrued and unpaid interest on the Debentures for a period of 5 years or if the Debenture Issuer pays current interest on the Debentures during an Extension Period, it will be subject to the "Alternative Payment Mechanism," whereby the Debenture Issuer will be obliged tocontinuously use its commercially reasonable efforts to sell shares of its common stock (including treasury shares). The Debenture Issuer will notify the Board of Governors of the Federal Reserve Bank and the Federal Reserve Bank of New York, or its successor as the Debenture Issuer’s primary federal banking regulator (collectively, the “Federal Reserve”) (1) of the commencement of any Extension Period, (2) of the fifth anniversary of the commencement of an Extension period or earlier payment of current interest on the Debentures during an Extension Period and (3) of its intention to sell shares of its common stock and/or Qualified Warrants (as defined below) and to apply the net proceeds from such sale to pay deferred interest on the Debentures at least 25 Business Days in advance of the relevant payment date (or such longer period as may be required by the Federal Reserve or by other supervisory action). The Debenture Issuer may pay accrued and unpaid interest on the Debentures on or prior to the next interest payment date using only the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuances) of such sales received by the Debenture Issuer during the 180-day period prior to that

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interest payment date, except that the Debenture Issuer may pay accrued and unpaid interest on the Debentures with cash from any source (i) upon the maturity of the Debentures, (ii) during the occurrence and continuation of a Supervisory Event (as defined in the Indenture) or (iii) if an Event of Default and Acceleration under the Indenture shall have occurred and be continuing. Corresponding Distributions will be made on the Securities. If (1) a Supervisory Event or (2) a Market Disruption Event (as defined in the Indenture) shall have occurred and be continuing; then the Debenture Issuer will be excused from its obligation to use its commercially reasonable efforts to sell its common stock and apply the net proceeds of such sale to pay accrued and unpaid interest on the Debentures. During the occurrence of a Supervisory Event, the Debenture Issuer will, no later than 30 Business Days prior to each interest payment date, notify the Federal Reserve of its intention to both (1) issue or sell shares of common stock and (2) to apply the net proceeds from such sale to pay deferred interest on the Debentures, and shall only take any such actions if the Federal Reserve does not disapprove of any such actions within ten (10) Business Days after the Debenture Issuer gives such notice to the Federal Reserve.  The obligation of the Debenture Issuer to use commercially reasonable efforts to sell its common stock and apply the net proceeds of such sale to pay accrued and unpaid interest on the Debentures shall resume at such time as no Market Disruption Event or Supervisory Event exists or is continuing. The Debenture Issueris not permitted to sell shares of common stock in excess of a number of shares of common stock which at December 21, 2007 is equal to 195,000,000(the "Share Cap Amount"), for the purpose of satisfying the Alternative Payment Mechanismor otherwise paying deferred interest on the Debenturesthen outstanding. If the issued and outstanding shares of common stock shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Share Cap Amount shall be correspondingly adjusted. The Debenture Issuershall increase the Share Cap Amount (including through the increase of its authorized share capital, if necessary) to an amount that would allow the Debenture Issuerto raise sufficient proceeds to satisfy its obligations to pay deferred interest in full at the end of the first year of an ExtensionPeriod (and on each subsequent anniversary of the end of the first year of an ExtensionPeriod to the extent that an ExtensionPeriod would last more than one year), if the then-current Share Cap Amount would not allow the Debenture Issuerto raise sufficient proceeds to satisfy its obligations to pay deferred interest (including compounded interest to that date) assuming a price per share equal to the average trading price of the Debenture Issuer'scommon shares over the ten-trading-day period preceding such date;  provided that the Debenture Issuerwill not be obligated to increase the Share Cap Amount above 1,400,000,000shares. Until the tenth anniversary of the commencement of an Extension Period, a Default will occur if the Debenture Issuerdoes not increase the Share Cap Amount toan amount that is greater than 195,000,000shares when required to do so as described above; provided that no Default will occur if the Debenture Issuerhas increased the share cap amount to 1,400,000,000shares.The Debenture Issuerwill not be obligated to issue common stock prior to the fifth anniversary of the commencement of an Extension Period if the gross proceeds of any issuance of common stock and Qualified Warrants applied to pay deferred interest on the Debenturespursuant to the Alternative Payment Mechanism, together with the gross proceeds of all prior issuances of common stock and Qualified Warrants applied since the commencement of the Extension Period, would exceed an amount equal to 2% of the product of (1) the average of the Current

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Stock Market Prices(as defined in the Indenture)of the Debenture Issuer'scommon stock on the 10 consecutive trading days ending on the fourth trading day immediately preceding the date of issuance by the Debenture Issuerof common stock applied to pay deferred interest on the Debenturespursuant to the Alternative Payment Mechanismand (2) the total number of issued and outstanding shares of the Debenture Issuer'scommon stock as of the date of the Debenture Issuer'spublicly available consolidated financial statements (the “APM Maximum Obligation”). Once the Debenture Issuerreaches the APM Maximum Obligation for an ExtensionPeriod, the Debenture Issuerwill not be obligated to issue more common stock or Qualified Warrants in satisfaction of the Alternative Payment Mechanismprior to the fifth anniversary of the commencement of an Extension Period even if the Current Stock Market Price of the Debenture Issuer'scommon stock or the number of outstanding shares of its common stock subsequently increase. The APM Maximum Obligation will cease to apply following the fifth anniversary of the commencement of an Extension Period, at which point the Debenture Issuermust repay any deferred interest, regardless of the time at which it was deferred, using proceeds from sales of the Debenture Issuer'scommon stock, including treasury shares, subject to any Market Disruption Event, Supervisory Event, and the Share Cap Amount.  If the APM Maximum Obligation has been reached during an Extension Period and the Debenture Issuersubsequently repays all deferred interest, the APM Maximum Obligation will cease to apply at the termination of such Extension Period and will not apply again unless and until the Debenture Issuerstarts a new Extension Period."Qualified Warrants" means warrants for the Debenture Issuer'scommon stockon their date of issuancethat (1) have an exercise price greater than the Current Stock Market Price of the Debenture Issuer'scommon stock, and (2) the Debenture Issueris not entitled to redeem for cash and the holders are not entitled to require the Debenture Issuerto repurchase for cash in any circumstances.

(d)Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Trust at the close of business on the relevant record dates.  While the Capital Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant payment dates which payment dates shall correspond to the interest payment dates on the Debentures.  Subject to any applicable laws and regulations and the provisions of the Declaration, each such payment in respect of the Capital Securities will be made as described under the heading "Description of the Capital Securities -- Book-Entry Procedures and Settlement" in the Prospectus dated December 17, 2007 (the "Prospectus"), of the Trust.  The relevant record dates for the Common Securities shall be the same record date as for the Capital Securities.  If the Capital Securities shall not continue to remain in book-entry only form, the relevant record dates for the Capital Securities shall conform to the rules of any securities exchange on which the securities are listed and, if none, shall be selected by the Regular Trustees, which dates shall be more than 14 days but less than 60 days prior to the relevant payment dates, which payment dates shall correspond to the interest payment dates on the Debentures.  Distributions payable on any Securities that are not punctually paid on any Distribution payment date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, will cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture.  If any date on which Distributions are payable on the Securities is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.

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(e)In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) among the Holders of the Securities.

3.Liquidation Distribution Upon Dissolution.

(a)In the event of any voluntary or involuntary dissolution, winding-up or termination of the Trust, the Holders of the Securities on the date of the dissolution, winding-up or termination, as the case may be, will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after satisfaction of liabilities of creditors, distributions in an amount equal to the aggregate of the stated liquidation amount of $1,000 per Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"), unless, in connection with such dissolution, winding-up or termination, Debentures in an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the Coupon Rate, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, such Securities outstanding at such time, have been distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities.  Prior to any such Liquidation Distribution, the Debenture Issuer will obtain any required regulatory approval.

(b)If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis.

4.Repayment of Principal.

(a)The Debenture Issuer has agreed to repay the principal amount of the Debentures, together with any accrued an unpaid interest, on the Scheduled Maturity Date, to the extent of the Applicable Percentage of net proceeds it has received from the issuance of Qualifying Capital Securities during a 180-day period ending on a notice date not more than 30 or less than 10 Business Days prior to the Scheduled Maturity Date. The Debenture Issuer may only pay Deferred Interest in accordance with the Alternative Payment Mechanism described above. If the Debenture Issuer has not sold sufficient Qualifying Capital Securities to permit repayment of all principal and accrued and unpaid interest on the Debentures on the Scheduled Maturity Date, and has not otherwise redeemed the Debentures with the Applicable Percentage of net proceeds it has received from the issuance of Replacement Capital Securities, it will repay the Debentures to the extent of the Applicable Percentage of the net proceeds it has raised and the unpaid portion will remain outstanding.  The Debenture Issuer will be required to repay the unpaid portion of the Debentures on each subsequent monthly Interest Payment Date to the extent of the Applicable Percentage of the net proceeds it receives from any subsequent issuance of Qualifying Capital Securities or upon the earliest to occur of: (i) the redemption of the Debentures, (ii) an Event of Default

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and Acceleration of the Debentures, and (iii) December 21, 2077 (the “Final Repayment Date”). The Debenture Issuer will use its Commercially Reasonable Efforts, subject to a Market Disruption Event, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during the 180-day period described above to permit repayment of the Debentures in full on the Scheduled Maturity Date. If the Debenture Issuer is unable for any reason to raise sufficient proceeds, it will use its Commercially Reasonable Efforts, subject to a Market Disruption Event, to raise sufficient proceeds from the sale of Qualifying Capital Securities to permit repayment of the Debentures on the following Interest Payment Date, and on each monthly Interest Payment Date thereafter, until the Debentures are paid in full.  Any unpaid principal amount of the Debentures, together with accrued and unpaid interest, will be due and payable on the Final Repayment Date, regardless of the net proceeds from the sale of Qualifying Capital Securities or New Equity Amount that the Debenture Issuer has received by that time. The principal amount of the Securities will be repaid to the extent that the principal amount of the Debentures is repaid as described in this paragraph.

5.Redemption and Distribution.

(a)Upon the repayment of the Debentures in whole or in part, whether at the Final Repayment Date or upon an earlier redemption (either at the option of the Debenture Issuer or pursuant to a Special Event as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed.  Holders shall be given not less than 30 nor more than 60 days' notice of such redemption.  Prior to any such redemption, the Debenture Issuer will obtain any required regulatory approval.

(b)If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Capital Securities to be redeemed will be as described in Section 4(f)(ii) below.

(c)Subject to obtaining any required regulatory approval, if, at any time, a Tax Event, an Investment Company Event, a Rating Agency Event or a Regulatory Capital Event (each as defined below, and each a "Special Event") shall occur and be continuing, the Debenture Issuer shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures, in whole or in part, for cash within 90 days following the occurrence of such Special Event, and, following such redemption, Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed shall be redeemed by the Trust at the applicable Redemption Price (as defined below) on a Pro Rata basis; provided, however, that if at the time there is available to the Debenture Issuer or the Trust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer or the holders of the Securities, then the Debenture Issuer or the Trust will pursue such measure in lieu of redemption.

(d)The Debenture Issuer may redeem the Debentures at the following redemption price (the “Redemption Price”): (i) at any time on or after December 21, 2037 or (ii) at any time within 90 days after the occurrence of an Investment Company Event or a Regulatory Capital Event, at a Redemption Price equal to 100% of the aggregate principal amount of the Debentures being redeemed plus accrued and unpaid interest, including any Deferred Interest and Additional Interest (as those terms are defined in the Officer’s Certificate of the Debenture Issuer dated December 21, 2007, establishing the terms of the Debentures).  In all other cases, the Redemption Price will be the applicable Make-Whole Redemption Price.

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"Tax Event" means that the Regular Trustees shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "Tax Event Opinion") to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (b) any amendment to, or change in, an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination or administrative pronouncement on or after the date of the Prospectus), in either case after the date of the Prospectus, there is more than an insubstantial risk that (i) the Trust would be subject to United States federal income tax with respect to interest accrued or received on the Debentures, (ii) the Trust would be subject to more than a de minimis amount of other taxes, duties or other governmental charges, or (iii) interest payable to the Trust on the Debentures would not be deductible, in whole or in part, by the Debenture Issuer for United States federal income tax purposes.

"Investment Company Event" means that the Regular Trustees shall have received an opinion of a nationally recognized independent counsel experienced in practice under the Investment Company Act (an "Investment Company Event Opinion") to the effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act Law"), there is a more than an insubstantial risk that the Trust is or will be considered an Investment Company which is required to be registered under the Investment Company Act, which Change in 1940 Act Law becomes effective on or after the date of the Prospectus.

“Rating Agency Event” means that any nationally recognized statistical rating organization within the meaning of Rule 15c3-1 under the Exchange Act that then publishes a rating for Citigroup (a “Rating Agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Debentures, which amendment, clarification or change results in either (a) the shortening of the length of time the Debentures are assigned a particular level of equity credit by that Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the issue date of the Capital Securities, or (b) the lowering of the equity credit (including by assigning equity credit up to a lesser amount) assigned to the Debentures by that Rating Agency as compared to the equity credit assigned by that Rating Agency or its predecessor on the issue date of the Capital Securities.

"Regulatory Capital Event" means a determination by Citigroup, based on an opinion of counsel experienced in such matters (who may be an employee of Citigroup or any of its affiliates), that, as a result of (a) any amendment to, clarification of or change (including any announced prospective change) in applicable laws or regulations or official interpretations thereof or policies with respect thereto or (b) any official administrative pronouncement or judicial decision

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interpreting or applying such laws or regulations, which amendment, clarification, change, pronouncement or decision is announced or is effective after the date of the Prospectus, there is more than an insubstantial risk that the Capital Securities will no longer constitute Tier I Capital of Citigroup or any bank holding company of which Citigroup is a subsidiary (or its equivalent) for purposes of the capital adequacy guidelines or policies of the Board of Governors of the Federal Reserve System or its successor as Citigroup's primary federal banking regulator, provided, however that the distribution of the Debentures in connection with the liquidation of the Trust shall not in and of itself constitute a Regulatory Capital Event unless such liquidation shall have occurred in connection with a Tax Event or an Investment Company Event.

"Make-Whole Redemption Price" means, as determined by or on behalf of, the Calculation Agent, the greater of:

(I)            100% of the aggregate principal amount of the Debentures being redeemed; and

(II)            the sum of present values of (a) a principal payment on December 21, 2037, discounted from December 21, 2037 to the Redemption Date and (b) scheduled payments of interest that would have accrued from the Redemption Date to and including December 21, 2037 (not including any interest accrued to the Redemption Date) on the Notes being redeemed, discounted from the relevant Interest Payment Date to the Redemption Date on a semi-annual basis (calculated on the basis of the number of days from and including the date on which the scheduled interest would have accrued during the relevant Interest Periods to but excluding December 21, 2037, divided by the number of days in the relevant Interest Periods (including the first day buy excluding the last day of such Interest Period)) at a discount rate equal to the Treasury Rate plus (i) in the case of a Tax Event or a Rating Agency Event, 0.50% or (ii) in all other cases, 0.50%, in each case plus accrued and unpaid interest, including any Additional Interest, to the Redemption Date.

On and from the date fixed by the Regular Trustees for any distribution of the  Debentures and dissolution of the Trust:  (i) the Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing Agency or its nominee), as the record Holder of the Capital Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution and (iii) any certificates representing Securities, except for certificates representing Capital Securities held by DTC or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent beneficial interests in the Debentures having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the Coupon Rate of, and accrued and unpaid interest equal to accrued and unpaid Distributions on such Securities until such certificates are presented to the Debenture Issuer or its agent for transfer or reissue.

(e)The Trust may not redeem fewer than all the outstanding Securities unless all accrued and unpaid Distributions have been paid on all Securities for all quarterly Distribution periods terminating on or before the date of redemption.

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(f)If the Debentures are distributed to the Holders of the Securities, pursuant to the terms of the Indenture, the Debenture Issuer will use its best efforts to cause the Debentures to be listed on the New York Stock Exchange or on such other exchange as the Capital Securities were listed immediately prior to the distribution of the Debentures.

(g)Redemption or Distribution procedures will be as follows:

(i)   Notice of any redemption of, or notice of distribution of Debentures in exchange for the Securities (a "Redemption/Distribution Notice") will be given by the Trust by mail to the Institutional Trustee and the Delaware Trustee and to each Holder of the Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(f)(i), a Redemption/ Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to the Holders of the Securities.  Each Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address of each such Holder appearing in the books and records of the Trust.  No defect in the Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.

(ii)In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital Securities, it being understood that, in respect of Capital Securities registered in the name of and held of record by DTC or its nominee (or any successor Clearing Agency or its nominee), the distribution of the proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or nominee.

(iii)If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this Section 4 (which notice will be irrevocable), then (A) while the Capital Securities are in book-entry only form, with respect to the Capital Securities, by 12:00 noon, New York City time, on the redemption date, provided, that the Debenture Issuer has paid to the Institutional Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC (or any successor Clearing Agency) irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities, and (B) with respect to Capital Securities issued in definitive form and Common Securities, provided, that the Debenture Issuer has paid the Institutional Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will pay the relevant Redemption Price to the Holders of such Securities by check mailed to the address of the relevant Holder appearing on the books and records of the Trust on the redemption date.  If a

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Redemption/Distribution Notice shall have been given and funds deposited as required, if applicable, then immediately prior to the close of business on the date of such deposit, or on the redemption date, as applicable, distributions will cease to accrue on the Securities so called for redemption and all rights of the Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price.  Neither the Regular Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that have been so called for redemption.  If any date fixed for redemption of Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption.  If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Institutional Trustee or by the Sponsor as guarantor pursuant to the relevant Securities Guarantee, Distributions on such Securities will continue to accrue from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price.

(iv)Redemption/Distribution Notices shall be sent by the Regular Trustees on behalf of the Trust to (A) in respect of the Capital Securities, DTC or its nominee (or any successor Clearing Agency or its nominee) if the Global Certificates have been issued or, if Definitive Capital Security Certificates have been issued, to the Holder thereof and (B) in respect of the Common Securities to the Holder thereof.

(v)Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its affiliates may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.

                         6.Voting Rights - Capital Securities.

(a)Except as provided under Sections 5(b) and 7 and as otherwise required by law and the Declaration, the Holders of the Capital Securities will have no voting rights.

(b)Subject to the requirements set forth in this paragraph, the Holders of a Majority in aggregate liquidation amount of the Capital Securities, voting separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the Institutional Trustee, as holder of the Debentures, to (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercise any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past Default (as defined in the Indenture) that is waivable under Section 5.6 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (iv) consent to any amendment,

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modification or termination of the Indenture or the Debentures where such consent shall be required; provided, however, that, where a consent or action under the Indenture would require the consent or act of each holder of each Debenture affected thereby, such consent or action under the Indenture shall not be effective until each Holder of Capital Securities shall have consented to such action or provided such consent.  The Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities.  Except with respect to directing the time, method and place of conducting a proceeding for a remedy available to the Institutional Trustee, the Institutional Trustee, as holder of the Debentures, shall not take any of the actions described in clauses (i), (ii), (iii) or (iv) above unless the Institutional Trustee has obtained an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes.  If the Institutional Trustee fails to enforce its rights under the Debentures, any Holder of Capital Securities may directly institute a legal proceeding against the Debenture Issuer to enforce the Institutional Trustee's rights under the Debentures without first instituting a legal proceeding against the Institutional Trustee or any other Person or entity.  If a Default under the Declaration has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), then a holder of Capital Securities may also directly institute a proceeding for enforcement of payment to such holder (a "Direct Action") of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures without first (i) directing the Institutional Trustee to enforce the terms of the Debentures or (ii) instituting a legal proceeding directly against the Debenture Issuer to enforce the Institutional Trustee's rights under the Debentures.  Except as provided in the preceding sentence, the Holders of Capital Securities will not be able to exercise directly any other remedy available to the holders of the Debentures.  In connection with such Direct Action, Citigroup will be subrogated to the rights of such Holder of Capital Securities under the Declaration to the extent of any payment made by Citigroup to such holder of Capital Securities in such Direct Action.

Any required approval or direction of Holders of Capital Securities may be given at a separate meeting of Holders of Capital Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent.  The Regular Trustees will cause a notice of any meeting at which Holders of Capital Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Capital Securities.  Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Capital Securities will be required for the Trust to redeem and cancel Capital Securities or to distribute the Debentures in accordance with this Declaration and the terms of the Securities.

Notwithstanding that Holders of Capital Securities are entitled to vote or consent under any of the circumstances described above, any of the Capital Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding.

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                         7.Voting Rights - Common Securities.

(a)Except as provided under Sections 6(b), (c) and 7 as otherwise required by law and the Declaration, the Holders of the Common Securities will have no voting rights.

(b)The Holders of the Common Securities are entitled, in accordance with and subject to Article V of the Declaration, to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees.

(c)Subject to Section 2.6 of the Declaration and only after the Default with respect to the Capital Securities has been cured, waived, or otherwise eliminated and subject to the requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any past Default (as defined in the Indenture) that is waivable under Section 5.6 of the Indenture, or (iii) exercising any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, provided that, where a consent or action under the Indenture would require the consent or act of the Holders of greater than a majority in principal amount of Debentures affected thereby (a "Super Majority"), the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.  Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities.  Other than with respect to directing the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Common Securities under this paragraph unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action.  If the Institutional Trustee fails to enforce its rights under the Declaration, any Holder of Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee's rights under the Declaration, without first instituting a legal proceeding against the Institutional Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent.  The Regular Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to

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each Holder of record of Common Securities.  Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Debentures in accordance with the Declaration and the terms of the Securities.

                         8.Amendments to Declaration and Indenture.

(a)In addition to any requirements under Section 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than as described in Section 8.1 of the Declaration, then the Holders of outstanding Securities as a class, will be entitled to vote on such amendment or proposal (but not on any other amendment or proposal) and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Securities, voting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities.

(b)In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination on the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action.

                          9.Pro Rata.

A reference in these terms of the Securities to any payment, distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder of Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an a

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Default under the Declaration has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of the Capital Securities pro rata according to the aggregate liquidation amount of Capital Securities held by the relevant Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Capital Securities, to each Holder of Common Securities pro rata according to the aggregate liquidation amount of Common Securities held by the relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding.

                         10.Ranking.

The Capital Securities rank pari passu and payment thereon shall be made Pro Rata with the Common Securities except that, where a Default (as defined in the Indenture) occurs and is continuing under the Indenture in respect of the Debentures held by the Institutional Trustee, the rights of Holders of the Common Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Capital Securities.

                         11.Listing.

The Capital Securities will not be listed on any exchange.

                         12.Acceptance of Securities Guarantee and Indenture.

Each Holder of Capital Securities and Common Securities, by the acceptance thereof, agrees to the provisions of the Capital Securities Guarantee, including the subordination provisions therein and to the provisions of the Indenture.

                         13.No Preemptive Rights.

The Holders of the Securities shall have no preemptive rights to subscribe for any additional securities.

                         14.Miscellaneous.

These terms constitute a part of the Declaration.

The Sponsor will provide a copy of the Declaration or the Capital Securities Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business.

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EXHIBIT A-1

FORM OF CAPITAL SECURITY CERTIFICATE

THIS CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY.  THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Certificate Number	Number of Capital Securities
	CUSIP NO. 173094AA1

Certificate Evidencing Capital Securities

of

CITIGROUP CAPITAL XXI

8.300% Capital Securities

(Liquidation Amount $1,000 per Capital Security)

CITIGROUP CAPITAL XXI, a statutory trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that ___________ (the "Holder") is the registered owner of ________ (____) capital securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 8.300% Fixed Rate/Floating Rate Capital Securities (the "Capital Securities").  The Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer.  The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital Securities represented

A1-1

hereby are issued and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of December 21, 2007, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Capital Securities as set forth in Annex I thereto.  Capitalized terms used herein but not defined shall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of the Capital Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of the Declaration, the Capital Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business.

The Holder of this certificate, by accepting this certificate, is deemed to have (i) agreed to the terms of the Indenture and the Debentures, including that the Debentures are subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) and (ii) agreed to the terms of the Capital Securities Guarantee, including that the Capital Securities Guarantee is (A) subordinate and junior in right of payment to all other liabilities of Citigroup, (B) pari passu with the most senior preferred or preference stock now or hereafter issued by Citigroup and with any guarantee now or hereafter issued by Citigroup with respect to preferred or preference stock of Citigroup's affiliates and (C) senior to Citigroup's common stock.

Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Capital Securities as evidence of indirect beneficial ownership in the Debentures.

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IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of _______, ____.

Name: Eric Wentzel

Title:   Regular Trustee

Name: John Gerspach

Title:   Regular Trustee

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_____________________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security Certificate to:

(Insert assignee's social security or tax identification number)

 (Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Capital Security Certificate on the books of the Trust.  The agent may substitute another to act for him or her.

Date: _______________________

Signature: __________________

(Sign exactly as your name appears on the other side of this Capital Security Certificate)

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EXHIBIT A-2

FORM OF COMMON SECURITY CERTIFICATE

TRANSFER OF THIS CERTIFICATE

IS SUBJECT TO THE CONDITIONS

SET FORTH IN THE DECLARATION

REFERRED TO BELOW

Certificate Number                                                                                                                                            Number of Common Securities

Certificate Evidencing Common Securities

of

CITIGROUP CAPITAL XXI

8.300% Fixed Rate/Floating Rate Common Securities

(Liquidation Amount $1,000 per Common Security)

CITIGROUP CAPITAL XXI, a statutory trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that Citigroup Inc., a Delaware corporation (the "Holder"), is the registered owner of __________ (________) common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 8.300% Fixed Rate/Floating Rate Common Securities (the "Common Securities").  The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and satisfaction of the other conditions set forth in the Declaration (as defined below), including, without limitation, Section 9.1 thereof.  The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of  December 21, 2007, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I thereto.  Capitalized terms used herein but not defined shall have the meaning given them in the Declaration.  The Sponsor will provide a copy of the Declaration and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.

The Holder of this certificate, by accepting this certificate, is deemed to have agreed to the terms of the Indenture and the Debentures, including that the Debentures are subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) as and to the extent provided in the Indenture.

A2-1

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

A2-2

IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of _______, ____.

Name: Eric Wentzel

Title:  Regular Trustee

Name: John Gerspach

Title:   Regular Trustee

A2-3

_____________________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:

___________________________________________________________________________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________________________________________________________________________

(Insert assignee's social security or tax identification number)

____________________________________________________________________________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints _______________________________________________________________________________________________________ _______________________________________________________________________________________________________________ agent to transfer this Common Security Certificate on the books of the Trust.  The agent may substitute another to act for him or her.

Date: _______________________

Signature: __________________

(Sign exactly as your name appears on the other side of this Common Security Certificate)

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EXHIBIT B

SPECIMEN OF DEBENTURE

B-1

EXHIBIT C

UNDERWRITING AGREEMENT

C-1

EX-4.2

Exhibit 4.2

Capital Replacement Covenant, dated as of December 21, 2007 (this “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 $3,500,500,000 aggregate principal amount of its 8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Notes”) to Citigroup Capital XXI, a Delaware statutory trust (the “Trust”).

B.           On the date hereof, the Trust is issuing $3,500,000,000 aggregate liquidation amount of its 8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (the “Enhanced TRUPS”®1 and, together with the Notes, the “Securities”).

C.           This Covenant is the “Capital Replacement Covenant” referred to in the Prospectus, dated December 17, 2007, relating to the Enhanced TRUPS (the “Prospectus”).

D.           The Corporation is entering into this Covenant and disclosing the content of this Covenant in the manner provided below with the intent that the covenants provided for in this Covenant be enforceable by each Covered Debtholder and that the Corporation be estopped from disregarding the covenants in this 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 Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this 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 Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

SECTION 2.        Limitation on Repayment, Redemption and Purchase of Securities.  The Corporation hereby promises and covenants to, and for the benefit of, each Covered Debtholder that the Corporation shall not, and shall cause its Subsidiaries, including the Trust, not to, repay, redeem or purchase all or any part of the Securities before the Termination Date except to the extent that (a) the total amount repaid or the applicable redemption or purchase price is equal to or less than the sum of the following amounts:

1 TruPS® is a registered service mark of Citigroup Global Markets Inc.  Citigroup Global Markets Inc. has applied for patent protection for the Enhanced TruPS® structure described in the prospectus dated December 17, 2007 with respect to the Enhanced TruPS.

(i) the Applicable Percentage of the aggregate amount of (a) net cash proceeds received by the Corporation or its Subsidiaries from the sale of Common Stock and rights to acquire Common Stock to Persons that are not Subsidiaries of the Corporation, (b) the Market Value of any Common Stock that the Corporation or its Subsidiaries have delivered as consideration for property or assets in an arm’s length transaction and (c) the Market Value of any Common Stock that the Corporation and its Subsidiaries have issued to Persons other than the Corporation and its Subsidiaries in connection with the conversion of any convertible or exchangeable securities, other than securities for which the Corporation or any of its Subsidiaries has received equity credit from any NRSRO, in each case since the most recent Measurement Date (without double counting proceeds received in any prior Measurement Period); plus

(ii) the Applicable Percentage of the aggregate net cash proceeds received by the Corporation or its Subsidiaries since the most recent Measurement Date (without double counting proceeds received in any prior Measurement Period) from the sale of Mandatorily Convertible Preferred Stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity and REIT Preferred Securities; plus

(iii) the Applicable Percentage of the aggregate amount of net cash proceeds received by the Corporation and its Subsidiaries since the most recent Measurement Date (without double counting proceeds received in any prior Measurement Period) from the sale of Qualifying Capital Securities;

in each case to Persons that are not Subsidiaries of the Corporation and (b) in the case of a redemption or purchase prior to the Scheduled Maturity Date, 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, (ii) purchases of the Securities or any portion thereof by Affiliates of the Corporation in connection with market-making or other secondary-market activities or (iii) any distribution of the Notes to holders of the Enhanced TruPS upon a dissolution of the Trust.  For purposes of this Covenant, the term “repay” includes the defeasance by the Corporation of the Notes as well as the satisfaction and discharge of its obligations under the Indenture with respect to the Notes.

SECTION 3.        Covered Debt

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

(b)           On the Redesignation Date or during the 30-day period immediately preceding the Redesignation Date with respect to the then-effective Covered Debt, the

2

Corporation shall identify the series of Eligible Debt that will become the Covered Debt on and after such 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 Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series 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 Covered Debt for purposes of this 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.

(c) The Corporation agrees that, if at any time the Covered Debt is held by a trust (for example, where the Covered Debt is part of an issuance of trust preferred securities), a holder of the securities issued by such trust may enforce this Covenant directly against the Corporation (including by instituting legal proceedings) as though such holder owned Covered Debt directly, and the holders of such trust securities shall be deemed to be Covered Debtholders for purposes of this Covenant for so long as the indebtedness held by such trust remains Covered Debt hereunder.

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 Covenant or as soon as practicable after the date hereof, it shall (i) 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 Covenant and the rights granted to such Holders hereunder and (ii) file a copy of this Covenant with the Commission as an exhibit to a Current Report on Form 8-K under the Exchange Act;

(b)           so long as the Corporation is a reporting company under the Exchange Act, the Corporation will include in each annual report filed with the Commission on Form 10-K under the Exchange Act a description of the covenant set forth in Section 2 and identify the

3

series of long-term indebtedness for borrowed money that is Covered Debt as of the date such Form 10-K is filed with the Commission;

(c)           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 (a) in a Current Report on Form 8-K under the Exchange Act which either describes this Covenant and incorporates this Covenant by reference to a previously filed exhibit to a Current Report on Form 8-K or includes a copy of this Covenant, and (b) 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 public announcement;

(d)           if, and only if, the Corporation ceases to be a reporting company under the Exchange Act, the Corporation will (1) post on its website or any other similar electronic platform generally available to the public the information otherwise required to be included in Exchange Act filings pursuant to clauses (b) and (c) of this Section 4 and (2), to the extent permitted by Bloomberg or any other similar third-party vendor that makes available to the marketplace information with respect to securities that are Covered Debt by posting such information on an electronically accessible screen (each an “Investor Screen”), cause a notation to be included on each such Investor Screen identifying the relevant series of indebtedness of the Corporation that is Covered Debt from time to time as Covered Debt for purposes of this Covenant and cause a hyperlink to a conformed copy of this Covenant to be included on the Investor Screen for each series of Covered Debt (but only so long as such series is Covered Debt); and

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

SECTION 5.      Term.  (a)  The obligations of the Corporation pursuant to this 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 by principal amount of the then-effective Covered Debt consent or agree, as evidenced by a resolution of a meeting of the Holders or otherwise in writing, to the termination of this Covenant, (2) the date on which the Corporation has no outstanding Eligible Subordinated Debt or Eligible Senior Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), (3) December 21, 2067 or, if earlier, when all of the Securities have been paid, redeemed or purchased in full in compliance with this Capital Replacement Covenant, and (4) the occurrence of an event of default and acceleration under the indenture relating to the Notes.  From and after the Termination Date, the obligations of the Corporation pursuant to this Covenant shall be of no further force or effect.

(b)           For purposes of Section 5(a)(1) and Section 6, the Holders whose consent or agreement is required to terminate the covenants in Section 2 or to amend or supplement the

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obligations of the Corporation under this Covenant 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 that such termination, amendment or supplement becomes effective.

SECTION 6.      Amendments.  This Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation with the consent of the Holders of a majority by principal amount of the then-effective series of Covered Debt;  provided that this Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the Holders of the then-effective series of Covered Debt) if (i) such amendment or supplement eliminates Common Stock, Debt Exchangeable for Common Stock, rights to acquire Common Stock, and/or Mandatorily Convertible Preferred Stock as a Replacement Capital Security, if after the date of this Covenant, the Corporation has been advised in writing by a nationally recognized independent accounting firm or an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate Common Stock, Debt Exchangeable for Common Stock, rights to acquire Common Stock and/or Mandatorily Convertible Preferred Stock as a Replacement Capital Security would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States; (ii) such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt and an officer of the Corporation has delivered a written certificate to the Holders of the then-effective Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt stating that, in his or her determination, such amendment or supplement would not adversely affect the Holders of the then-effective Covered Debt; or (iii) the effect of such amendment or supplement is solely to impose additional restrictions on, or eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than the securities covered by clause (i) above), and an officer of the Corporation has delivered a written certificate to the Holders of the then-effective Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt stating that, in his or her determination, such amendment or supplement would not adversely affect the Holders of the then-effective Covered Debt.  For the avoidance of doubt, an amendment or supplement that adds new types of Qualifying Capital Securities or modifies the requirements of the Qualifying Capital Securities described herein would not be adverse to the rights of the Holders of the then-effective Covered Debt if, following such amendment or supplement, this Covenant would satisfy clause (ii) of the definition of Qualifying Capital Replacement Covenant.

SECTION 7.      Miscellaneous.  (a)  This Covenant shall be governed by and construed in accordance with the laws of the State of New York.

(b)           This 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 acquires or holds Covered Debt shall retain its status as a Covered

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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 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 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 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 Covenant:

Citigroup Inc.

399 Park Avenue

New York, New York 10043

(212) 599-1000

Attention:  Assistant Treasurer

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IN WITNESS WHEREOF, the Corporation has caused this 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

SCHEDULE 1

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.

“Alternative Payment Mechanism” means, with respect to any Qualifying Capital Securities, provisions in the related transaction documents requiring the Corporation to issue (or use Commercially Reasonable Efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such Qualifying Capital Securities and apply the proceeds to pay unpaid Distributions on such Qualifying Capital Securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such Qualifying Capital Securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

(a)    define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the Corporation or any of its Subsidiaries as consideration for such APM Qualifying Securities) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities, up to the Preferred Cap in the case of APM Qualifying Securities that are Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock;

(b)    may permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but (x) require the Corporation to pay deferred Distributions only out of eligible proceeds and (y) prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds;

(c)    if deferral of Distributions continues for more than one year, require the Corporation not to, and cause its Subsidiaries not to, redeem or purchase any of the Corporation’s securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred interest during the relevant deferral period until at least one year after all deferred Distributions have been paid (a “Repurchase Restriction”);

(d)    notwithstanding clause (b) of this definition, if the Federal Reserve disapproves the Corporation’s sale of APM Qualifying Securities or the use of the proceeds thereof to pay deferred Distributions, may (if the Corporation elects to so provide in the terms of such Qualifying Capital Securities) permit the Corporation to pay deferred Distributions from any source or, if the Federal Reserve does not disapprove the Corporation’s issuance and sale of APM Qualifying Securities but disapproves the use of the proceeds thereof to pay deferred Distributions, may (if the Corporation elects to so provide in the terms of such Qualifying Capital Securities) permit the Corporation to use such proceeds for other purposes and to

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continue to defer Distributions, without a breach of its obligations under the transaction documents related to the Qualifying Capital Securities;

(e)    may include a provision that, notwithstanding the APM Maximum Obligation and the Preferred Cap for purposes of paying deferred interest, limits the ability of the Corporation to sell shares of Common Stock, Qualifying Warrants, or Mandatorily Convertible Preferred Stock above an aggregate cap specified in the transaction documents (a “Share Cap”), subject to the Corporation’s agreement to use commercially reasonable efforts to increase the Share Cap (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap as contemplated in the preceding clause, by requesting its Board of Directors to adopt a resolution for shareholder vote at the next annual shareholders meeting occurring at least 4 months after the date on which the Share Cap has been reached to increase the number of shares of its authorized Common Stock for purposes of satisfying its obligations to pay deferred Distributions;

(f)    limit the obligation of the Corporation to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities that are Common Stock and Qualifying Warrants to settle deferred Distributions pursuant to the Alternative Payment Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

(i)    to an aggregate amount of such securities, the net proceeds from the issuance of which is equal to 2% of the product of the average of the Market Value of the Common Stock on the ten consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements; or

(ii)    to a number of shares of Common Stock and Qualifying Warrants, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements (the “APM Maximum Obligation”);

(g)    limit the right of the Corporation to issue APM Qualifying Securities that are Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock to settle deferred Distributions pursuant to the Alternative Payment Mechanism to an aggregate amount of Qualifying Preferred Stock and still-outstanding Mandatorily Convertible Preferred Stock issued pursuant to the Alternative Payment Mechanism, the net proceeds from the issuance of which with respect to all deferral periods is equal to 25% of the liquidation or outstanding principal amount of the securities that are the subject of the related Alternative Payment Mechanism (the “Preferred Cap”);

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(h)    in the case of Qualifying Capital Securities other than non-cumulative perpetual preferred stock, include a Bankruptcy Claim Limitation Provision; and

(i)    may permit the Corporation, at its option, to provide that if it is involved in a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other person or a similar transaction (a “Business Combination”) where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity’s voting stock is owned by the shareholders of the other party to the Business Combination, then clauses (a) through (c) of this definition will not apply to any deferral period that is terminated on the next Distribution Date following the date of consummation of the Business Combination (or if later, at any time within 90 days following the date of consummation of the Business Combination);

provided that:

(a)    the Corporation shall not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

(b)    if, due to a Market Disruption Event or otherwise, the Corporation is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the Corporation will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the APM Maximum Obligation, Share Cap and Preferred Cap, as applicable; and

(c)    if the Corporation has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the APM Maximum Obligation, Share Cap and Preferred Cap, as applicable, in proportion to the total amounts that are due on such securities, or on such other basis as the Federal Reserve may approve or require.

“APM Maximum Obligation” has the meaning specified in clause (f) of the definition of Alternative Payment Mechanism.

“APM Qualifying Securities” means, with respect to an Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity, as applicable):

(a)    Common Stock;

(b)    Qualifying Warrants;

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(c)    Mandatorily Convertible Preferred Stock; or

(d)    Qualifying Preferred Stock;

provided that (i) if the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity include both Common Stock and Qualifying Warrants, such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity may permit, but need not require, the Corporation to issue Qualifying Warrants and (ii) such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity may permit, but need not require, the Corporation to issue Mandatorily Convertible Preferred Stock.

“Applicable Percentage” means:

(i), with respect to any sale of Common Stock or rights to acquire Common Stock (a) 133% with respect to any repayment, redemption or purchase prior to December 21, 2027, (b) 200% with respect to any repayment, redemption or purchase on or after December 21, 2027 and prior to December 21, 2047, and (c) 400% on or after December 21, 2047;

(ii) with respect to Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred Securities and Qualifying Capital Securities described under clause (i) of the definition of that term, 100% prior to December 21, 2027, 150% on or after December 21, 2027 and prior to December 21, 2047 and 300% on or after December 21, 2047;

(iii) with respect to Qualifying Capital Securities described under clause (ii) of the definition of that term, 100% prior to December 21, 2047, and 200% on or after December 21, 2047; and

(iv) with respect to Qualifying Capital Securities described under clause (iii) of the definition of that term, 100%.

“Appropriate Federal Banking Agency” means, as to a Depository Institution Subsidiary, the Federal bank regulatory agency or authority that is the “appropriate Federal banking agency” (within the meaning of 12 U.S.C. § 1813(q)) with respect to such Depository Institution Subsidiary.

“Bankruptcy Claim Limitation Provision” means, with respect to any Qualifying Capital Securities that have an Alternative Payment Mechanism or a Mandatory Trigger Provision, provisions that, upon any liquidation, dissolution, winding up or reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer, limit the claim of the holders of such securities to Distributions that accumulate during (A) any deferral period, in the case of securities that have an Alternative Payment Mechanism or (B) any period in which the issuer fails to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in the case of securities that have a Mandatory Trigger Provision, to:

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(i)    in the case of Qualifying Capital Securities that have an Alternative Payment Mechanism or Mandatory Trigger Provision with respect to which the APM Qualifying Securities do not include Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, 25% of the stated or principal amount of such Qualifying Capital Securities then outstanding; and

(ii)    in the case of any other Qualifying Capital Securities, an amount not in excess of the sum of (x) two years of accumulated and unpaid Distributions and (y) an amount equal to the excess, if any, of the Preferred Cap over the aggregate amount of net proceeds from the sale of Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock that is still outstanding that the issuer has applied to pay such Distributions pursuant to the Alternative Payment Mechanism or the Mandatory Trigger Provision; provided that the holders of such Qualifying Capital Securities agree in the instrument governing such Qualifying Capital Securities that, to the extent the remaining claim exceeds the amount set forth in clause (x), the amount they receive in respect of such excess shall not exceed the amount they would have received if the claim for such excess ranked pari passu with the interests of the holders, if any, of Qualifying Preferred Stock.

In the case of any cumulative preferred stock that includes a Bankruptcy Claim Limitation Provision, such provision shall limit the liquidation preference of such cumulative preferred stock to (a) its stated amount plus (b) an amount in respect of accumulated and unpaid dividends not in excess of the amount set forth in clause (i) or (ii) above, as applicable.

“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.

“Commercially Reasonable Efforts” means, for purposes of selling APM Qualifying Securities, commercially reasonable efforts to complete the offer and sale of APM Qualifying Securities to third parties that are not Subsidiaries of the Corporation in public offerings or private placements. The Corporation shall not be considered to have made Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities if it determines not to pursue or complete such sale solely due to pricing, coupon, dividend rate or dilution considerations.

“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 Covenant, until a successor corporation shall have become such, and thereafter “Corporation” shall mean such successor corporation.

“Covenant” has the meaning specified in the introduction to this instrument.

“Covered Debt” means (i) at the date of this 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

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Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period.

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

“Debt Exchangeable for Common Equity” means a security or combination of securities (together in this definition, “such securities”) that:

(i)    gives the holder a beneficial interest in (a)  a stock purchase contract that obligates the holder to purchase Common Stock, that will be settled in three years or less, with the number of shares of Common Stock purchasable pursuant to such stock purchase contract to be within a range established at the time of issuance of the subordinated debt securities referred to in clause (b), subject to customary anti-dilution adjustments and (b) subordinated debt securities of the Corporation or one of its Subsidiaries that are non-callable prior to the settlement date of the stock purchase contract;

(ii)    provides that the holders directly or indirectly grant the Corporation a security interest in such subordinated debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the holders’ direct or indirect obligation to purchase Common Stock pursuant to such stock purchase contracts;

(iii)    includes a remarketing feature pursuant to which the subordinated debt securities are remarketed to new investors commencing not later than the last distribution date that is at least one month prior to the settlement date of the stock purchase contract; and

(iv)    provides for the proceeds raised in the remarketing to be used to purchase Common Stock under the stock purchase contracts and, if there has not been a successful remarketing of the subordinated debt securities by the settlement date of the stock purchase contract, provides that the stock purchase contracts will be settled by the Corporation exercising its remedies as a secured party with respect to the subordinated debt securities or other collateral directly or indirectly pledged by holders.

“Debt Exchangeable for Preferred Equity” means a security or combination of securities (together in this definition, “such securities”) that:

(i)    gives the holder a beneficial interest in (a) subordinated debt securities of the Corporation or one of its Subsidiaries (in this definition, the “issuer”) permitting the issuer to defer Distributions in whole or in part on such securities for one or more Distribution Periods of up to at least seven years without any remedies other than Permitted Remedies and that are the most junior subordinated debt of the issuer (or rank pari passu with the most junior subordinated debt of the issuer) and (b) a stock purchase contract that obligates the holder to acquire a beneficial interest in Qualifying Preferred Stock;

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(ii)    provides that the holders directly or indirectly grant to the issuer a security interest in such subordinated debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the holders’ direct or indirect obligation to purchase Qualifying Preferred Stock pursuant to such stock purchase contract;

(iii)    includes a remarketing feature pursuant to which the subordinated debt of the issuer is remarketed to new investors commencing not later than the first Distribution Date that is at least five years after the date of issuance of such securities 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 Preferred Equity;

(iv)    provides for the proceeds raised in the remarketing to be used to purchase Qualifying Preferred Stock under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is six years after the date of issuance of such securities, provides that the stock purchase contracts will be settled by the Corporation exercising its rights as a secured creditor with respect to the subordinated debt securities or other collateral directly or indirectly pledged by holders;

(v)    includes a Qualifying Capital Replacement Covenant that will apply to such securities and to any Qualifying Preferred Stock issued pursuant to the stock purchase contracts; provided that such Qualifying Capital Replacement Covenant will not include Debt Exchangeable for Common Equity or Debt Exchangeable for Preferred Equity as “Replacement Capital Securities”; and

(vi)    after the issuance of such Qualifying Preferred Stock, provides the holder with a beneficial interest in such Qualifying Preferred Stock.

“Depository Institution Subsidiary” means any Subsidiary of the Corporation that is a depository institution within the meaning of 12 C.F.R. § 204.2(m).

“Distribution Date” means, as to any Qualifying Capital Securities or Debt Exchangeable for Preferred Equity, the dates on which Distributions on such securities are scheduled to be made.

“Distribution Period” means, as to any Qualifying Capital 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 any Qualifying Capital Securities or Debt Exchangeable for Preferred Equity, dividends, interest or other income distributions to the holders thereof that are not the Corporation or 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.

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

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

(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 that have) a separate CUSIP number shall be deemed to be a series of the

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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.

“Federal Reserve” means the Board of Governors of the Federal Reserve System and any regional Federal Reserve Bank in which the Corporation owns stock, or their successor as the Corporation’s primary federal banking regulator, or the staff thereof.

“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 and each beneficial owner holder through a participant in a clearing agency.

“Indenture” means the indenture dated June 28, 2007 between the Corporation and The Bank of New York with respect to the Notes.

“Initial Covered Debt” means the Corporation’s junior subordinated debt securities underlying the 6.00% Capital Securities (TruPS®) issued by Citigroup Capital XI (CUSIP: 17307Q205).

“Intent-Based Replacement Disclosure” means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Exchange Act prior to or contemporaneously with the issuance of such securities, that to the extent that the Qualifying Preferred Stock or Qualifying Capital Securities provide the issuer with rating agency equity credit, at the time of repayment at maturity or earlier redemption or defeasance, the issuer will repay, redeem or purchase, and will cause that its subsidiaries shall purchase, such securities only with the proceeds of securities that have equity-like characteristics at the time of repayment, redemption or purchase that are the same as or more equity-like than the securities then being redeemed or purchased, raised within 180 days prior to the applicable repayment, redemption or purchase date.  Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock,” the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a financial holding company or a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

“Mandatorily Convertible Preferred Stock” means 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 (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock, subject to customary anti-dilution adjustments.

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“Mandatory Trigger Provision” means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

(a)    require the issuer of such securities to make payment of Distributions on such securities only pursuant to the issue and sale of APM Qualifying Securities within two years of a failure of the issuer to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in an amount such that the net proceeds of such sale are at least equal to the amount of unpaid Distributions on such securities (including without limitation all deferred and accumulated amounts) and require the application of the net proceeds of such sale to pay such unpaid Distributions, provided that (i) if the Mandatory Trigger Provision does not require the issuance and sale within one year of such failure, the amount of Common Stock and/or Qualifying Warrants the net proceeds of which the issuer must apply to pay such Distributions pursuant to such provision may not exceed the APM Maximum Obligation and (ii) the amount of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock the net proceeds of which the issuer may apply to pay such Distributions pursuant to such provision may not exceed the Preferred Cap;

(b)    if the provisions described in clause (a) do not require such issuance and sale within one year of such failure, include a Repurchase Restriction;

(c)     prohibit the issuer of such securities from redeeming or purchasing any of its securities ranking upon the liquidation, dissolution or winding up of the Corporation junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred interest during the relevant deferral period prior to the date six months after the issuer applies the net proceeds of the sales described in clause (a) above to pay such deferred Distributions in full;

(d)    include a Bankruptcy Claim Limitation Provision; and

(e)    may permit the issuer, at its option, to provide that if it is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity’s voting stock is owned by the shareholders of the other party to the Business Combination, then clauses (a) , (b) and (c) of this definition will not apply to any deferral period that is terminated on the next Distribution Date following the date of consummation of the Business Combination (or, if later, at any time within 90 days following the date of such consummation);

provided that:

(i)    the issuer will not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

(ii)    if, due to a Market Disruption Event or otherwise, the issuer is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the issuer will apply any available eligible proceeds to pay

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accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the APM Maximum Obligation and Preferred Cap, as applicable; and

(iii)    if the issuer has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and applies some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the issuer from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the APM Maximum Obligation and the Preferred Cap, as applicable, in proportion to the total amounts that are due on such securities.

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 Qualifying Capital Securities as a result of the issuer’s failure to pay Distributions because of the Mandatory Trigger Provision until Distributions have been deferred for one or more Distribution Periods that total together at least ten years.

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

“Market Value” with respect to Common Stock means, on any date, the closing sale price per share of Common Stock (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted; if the Common Stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the market price will be the average of the mid-point of the bid and ask prices for the Common Stock on the relevant date submitted by at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Measurement Date” means, (i) with respect to any repayment, redemption or purchase of Notes or Enhanced TRUPS on or prior to the Scheduled Maturity Date, the date that is six months prior to delivery of notice of such repayment or redemption or the date of such purchase and (ii) with respect to any repayment, redemption or purchase of Notes or Enhanced TRUPS after the Scheduled Maturity Date, the date that is 30 days prior to delivery of notice of such repayment, redemption or the date of such purchase, except that, if during the 150-day (or any shorter) period preceding the date that is 30 days prior to delivery of notice of such repayment or redemption or the date of such purchase, the Corporation and its Subsidiaries issued Replacement Capital Securities to Persons other than the Corporation and its Subsidiaries but no repayment, redemption or purchase was made pursuant to Section 2(a) of this Covenant in connection therewith, the date upon which such 150-day (or any shorter) period prior to delivery of notice of such repayment or redemption or the date of such purchase began.

“Measurement Period” means the period from a Measurement Date to the related notice date or purchase date.  Measurement Periods cannot run concurrently.

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“Non-Cumulative” means, with respect to any Qualifying Capital Securities, that the issuer may elect not to make any number of periodic Distributions without any remedy arising under the terms of the securities or related agreements in favor of the holders, other than one or more Permitted Remedies.

“No Payment Provision” means a provision or provisions in the transaction documents for securities (referred to in this definition as “such securities”) that include the following:

(a)    an Alternative Payment Mechanism; and

(b)    an Optional Deferral Provision modified and supplemented from the general definition of that term to provide that the issuer of such securities may, in its sole discretion, or (if the issuer elects to so provide in the terms of such securities) shall in response to a directive or order from, or memorandum of understanding with, the Federal Reserve, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years or, if a Market Disruption Event has occurred and is continuing, ten years, without any remedy other than Permitted Remedies and the obligations (and limitations on obligations) described in the definition of “Alternative Payment Mechanism” applying.

“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 Qualifying Capital Securities, a provision in the terms thereof or of the related transaction agreements to the effect that:

(a)           (i) the issuer of such Qualifying Capital Securities may, in its sole discretion, or shall in response to a directive or order from, or memorandum of understanding with, the Federal Reserve, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years or, if a Market Disruption Event is continuing, ten years, without any remedy other than Permitted Remedies and (ii) such securities are subject to an Alternative Payment Mechanism (provided that such Alternative Payment Mechanism need not apply during the first five years of any deferral period and need not include an APM Maximum Obligation, Preferred Cap, Bankruptcy Claim Limitation Provision or Repurchase Restriction); or

(b)           the issuer of such Qualifying Capital Securities may, in its sole discretion, or shall in response to a directive or order from, or memorandum of understanding with, the Federal Reserve, defer or skip in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to at least ten years without any remedy other than Permitted Remedies.

“Permitted Remedies” means, as to any security or combination of securities, one or more of the following remedies:

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(a)    rights in favor of the holders of such securities permitting such holders to elect one or more directors of the issuer (including any such rights required by the listing requirements of any stock or securities exchange on which such securities may be listed or traded); and

(b)    complete or partial prohibitions on the issuer or its subsidiaries paying Distributions on or repurchasing common stock or other securities that rank as to Distributions paripassu with or junior 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.

“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.

“Preferred Cap” has the meaning specified in clause (g) of the definition of Alternative Payment Mechanism.

“Qualifying Capital Securities” means securities or combinations of securities (other than securities covered by paragraphs (i) and (ii) of Section 2) that, in the determination of the Corporation’s Board of Directors, acting in its reasonable discretion and reasonably construing the definitions and other terms of this Covenant, meet one of the following criteria:

(i)    in connection with any repayment, redemption or purchase of Securities prior to December 21, 2027:

(A)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon the liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 60 years and (3) either:

(x)    have a No Payment Provision or are Non-Cumulative and are subject to a Qualifying Capital Replacement Covenant, or

(y)    have an Optional Deferral Provision and a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure;

(B)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon the liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 40 years and are subject to a Qualifying Capital Replacement Covenant and (3) have an Optional Deferral Provision and a Mandatory Trigger Provision; or

(C)    Qualifying Preferred Stock; or

(ii)    in connection with any repayment, redemption or purchase of Securities at any time on or after December 21, 2027 and prior to December 21, 2047:

(A)    securities described under clause (i) of this definition;

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(B)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 60 years and (3) either:

(x)    are subject to a Qualifying Capital Replacement Covenant and have an Optional Deferral Provision, or

(y)    are subject to Intent-Based Replacement Disclosure and have a No Payment Provision or are Non-Cumulative;

(C)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 40 years and (3) either:

(x)    have a No Payment Provision or are Non-Cumulative and are subject to a Qualifying Capital Replacement Covenant, or

(y)    have an Optional Deferral Provision and a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure;

(D)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding-up of the Corporation, (2) have no maturity or a maturity of at least 25 years and are subject to a Qualifying Capital Replacement Covenant and (3) have an Optional Deferral Provision and a Mandatory Trigger Provision; or

(E)    securities issued by the Corporation or its Subsidiaries that rank (i) senior to the Notes and securities that are pari passu with the Notes but (ii) junior to all other debt securities of the Corporation (other than (x) Notes and securities that are pari passu with the Notes and (y) securities that are pari passu with such Qualifying Capital Securities) upon its liquidation, dissolution or winding-up, and (2) either:

(x)    have no maturity or a maturity of at least 60 years and either (I) are (a) Non-Cumulative or subject to a No Payment Provision and (b) subject to a Qualifying Capital Replacement Covenant or (II) have a Mandatory Trigger Provision and an Optional Deferral Provision and are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity of at least 40 years, are subject to a Qualifying Capital Replacement Covenant and have a Mandatory Trigger Provision and an Optional Deferral Provision;

(F)    preferred stock issued by the Corporation or its Subsidiaries that (1) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (2) has no maturity or a maturity of at least 60 years and (3) is subject to a Qualifying Capital Replacement Covenant; or

(iii)    in connection with any repayment, redemption or purchase of Securities at any time on or after December 21, 2047 and prior to the Termination Date:

(A)    securities described under clause (ii) of this definition;

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(B)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Corporation, (2) either:

(x)    have no maturity or a maturity of at least 60 years and are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity at least 40 years and are subject to a Qualifying Capital Replacement Covenant; and

(3)    have an Optional Deferral Provision;

(C)    securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity at least 40 years are subject to Intent-Based Replacement Disclosure and (3) are Non-Cumulative or have a No Payment Provision;

(D)    securities issued by the Corporation or its Subsidiaries that rank (i) senior to the Notes and securities that are pari passu with the Notes but (ii) junior to all other debt securities of the Corporation (other than (x) Notes and securities that are pari passu with the Notes and (y) securities that are pari passu with such Qualifying Capital Securities) upon its liquidation, dissolution or winding-up, and (2) either:

(x)    have no maturity or a maturity of at least 60 years and either (i) have an Optional Deferral Provision and are subject to a Qualifying Capital Replacement Covenant or (ii) (a) are Non-Cumulative or have a No Payment Provision and (b) are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity of at least 40 years and either (i) (a) are Non-Cumulative or have a No Payment Provision and (b) are subject to a Qualifying Capital Replacement Covenant or (ii) are subject to Intent-Based Replacement Disclosure and have a Mandatory Trigger Provision and an Optional Deferral Provision; or

(E)    preferred stock issued by the Corporation or its Subsidiaries that either (1) has no maturity or a maturity of at least 60 years and is subject to Intent-Based Replacement Disclosure or (2) has a maturity of at least 40 years and is subject to a Qualifying Capital Replacement Covenant.

“Qualifying Preferred Stock” means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Capital Replacement Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

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“Qualifying Capital Replacement Covenant” means a replacement capital covenant that is substantially similar to this Covenant or a replacement capital covenant, as identified by the Corporation’s Board of Directors acting in its reasonable discretion and reasonably construing the definitions and other terms of this Covenant, (i) entered into by a company that at the time it enters into such replacement capital covenant is a reporting company under the Exchange Act and (ii) that restricts the related issuer from, and requires the related issuer to restrict its subsidiaries from, redeeming, repaying or purchasing identified securities except to the extent of the applicable percentage of the net proceeds from the issuance of specified replacement capital securities that have terms and provisions at the time of redemption, repayment or purchase that are as or more equity-like than the securities then being redeemed, repaid or purchased within the six-month period prior to the applicable redemption, repayment or purchase date.

“Qualifying Warrants” has the meaning specified in the Indenture.

“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, repurchase or defease, or a Subsidiary of the Corporation elects to purchase, such Covered Debt either in whole or in part with the consequence that after giving effect to such redemption, repurchase, defeasance or purchase the outstanding principal amount of such Covered Debt is less than $100,000,000, the applicable redemption, repurchase, defeasance or purchase 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.

“REIT Preferred Securities” means non-cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary, which Subsidiary may or may not be a “real estate investment trust” (“REIT”) within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended, that is exchangeable for non-cumulative perpetual preferred stock of the Corporation and satisfies the following requirements:

(a)    such non-cumulative perpetual preferred stock of a Subsidiary of the Depository Institution Subsidiary and the related non-cumulative perpetual preferred stock of the Corporation for which it may be exchanged qualifies as Tier 1 capital of a Depository Institution Subsidiary under the risk-based capital guidelines of the Appropriate Federal Banking Agency and related interpretive guidance of such Agency (for example, in the case of the Office of the Comptroller of the Currency, Corporate Decision 97-109) (disregarding any quantitative limits);

(b)    such non-cumulative perpetual preferred stock of a Subsidiary of the Depository Institution Subsidiary must be exchangeable automatically into non-cumulative perpetual preferred stock of the Corporation in the event that the Appropriate Federal Banking Agency directs such Depository Institution Subsidiary in writing to make a conversion because such Depository Institution Subsidiary is (i) undercapitalized under the applicable prompt corrective action regulations (which, for example, in the case of the Office of the Comptroller of the Currency and applicable to national banks, are at 12 C.F.R. 6.4(b)), (ii) placed into conservatorship or receivership, or (iii) expected to become undercapitalized in the near term;

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(c)    if such Subsidiary of the Depository Institution Subsidiary is a REIT, the transaction documents include provisions that would enable the REIT to stop paying dividends on its non-cumulative perpetual preferred stock without causing the REIT to fail to comply with the income distribution and other requirements of the Internal Revenue Code of 1986, as amended, applicable to REITs;

 (d)    such non-cumulative perpetual preferred stock of the Corporation issued upon exchange for the non-cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary issued as part of such transaction ranks pari passu with or junior to other preferred stock of the Corporation; and

(e)    such REIT Preferred Securities and non-cumulative perpetual preferred stock of the Corporation for which it may be exchanged are subject to a Qualifying Capital Replacement Covenant.

“Replacement Capital Securities” means Common Stock, rights to acquire Common Stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred Securities or Qualifying Capital Securities.

“Repurchase Restriction” has the meaning specified in clause (c) of the definition of “Alternative Payment Mechanism.”

“Scheduled Maturity Date” has the meaning specified in the Indenture.

“Securities” has the meaning specified in Recital B.

“Share Cap” has the meaning specified in clause (e) of the definition of Alternative Payment Mechanism.

“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 5(a).

“Trust” has the meaning specified in Recital A.

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EX-4.3

Exhibit 4.3

CITIGROUP INC.

8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures

(U.S. Dollar Denominated Debentures)

Officers' Certificate

Each of the undersigned, in his capacity as an officer of Citigroup Inc. and/or as a member of the Funding Committee of Citigroup Inc., hereby certifies, pursuant to (i) the Indenture, dated as of June 28, 2007 (as supplemented from time to time, the "Indenture"), between Citigroup Inc., a Delaware corporation (the "Company"), and The Bank of New York, as trustee (the "Trustee"), and (ii) resolutions of the Board of Directors of the Company dated January 16, 2007 and April 16, 2007 and of the Executive Committee of the Board of Directors of the Company dated November 15, 2007 that the following resolutions have been adopted by the Funding Committee:

A.           There is hereby established a series of Securities (as that term is defined in the Indenture) to be issued under the Indenture, which have the following terms.  Certain defined terms used in this Officer’s Certificate have the meanings ascribed to them in Annex A hereto.

1. The title of the Securities of the series is 8.300% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Notes").

2. The limit upon the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture) is $3,500,500,000.

3. The interest rate at which the Notes shall bear interest, the Interest Payment Dates and the date from which interest shall accrue are all set forth herein:

The Notes will bear interest (i) from December 21, 2007 to but excluding December 21, 2037, at an annual rate of 8.300%, payable semi-annually in arrears on June 21 and December 21 of each year, beginning on June 21, 2008; (ii) from and including December 21, 2037 to but excluding December 21, 2057, at an annual rate equal to three-month LIBOR plus 4.170%, payable quarterly in arrears on March 21, June 21, September 21 and December 21 of each year, beginning on March 21, 2038; and (iii) to the extent the Notes are not repaid on the Scheduled Maturity Date, from and including the Scheduled Maturity Date to but excluding the date the Notes are paid in full, at an annual rate equal to one-month LIBOR plus 4.170%, payable monthly in arrears on the 21st day of each month,

beginning on January 21, 2058.  The interest installment so payable, and punctually paid or duly provided for, on any interest payment date shall, as provided in the Indenture, be paid to the Person in whose name the Notes (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date (as defined in the Indenture) for such interest installment, which shall be the close of business on the Business Day immediately preceding such interest payment date.  Any such interest installment not punctually paid or duly provided for (other than Deferred Interest) shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid to the Person in whose name the Notes (or one or more Predecessor Securities) is registered at the close of business on a special record date fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days before such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

4. With respect to the Notes only, Section 3.10(b) of the Indenture is replaced in its entirety with the following:

(I) The amount of interest payable shall be computed on the basis of (i) a 360-day year comprised of twelve 30-day months with respect to any Interest Period ending on or before December 21, 2037 and will include the first day but exclude the last day of such period, and (ii) a 360-day year and the actual number of days elapsed with respect to any Interest Period after such date.  If any Interest Payment Date on or before December 21, 2037 is not a Business Day, then payment of interest payable on such date shall be made or be made available for payment on the next succeeding day that is a Business Day with the same force and effect as if such payment were made on the relevant Interest Payment Date, and without any interest or other payment in respect of any such delay.  If any Interest Payment Date after December 21, 2037 is not a Business Day, then payment of interest payable on such date shall be made or be made available for payment on the next succeeding day that is a Business Day.

5. The Notes will initially be issued in fully registered form without coupons, will be exchangeable for other Notes of the same series, and will be transferable at any time or from time to time at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated for that purpose.

The Notes will be issued in the form of one or more global securities deposited with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of the Depositary or its nominee (a "Book-Entry Note"), and the transfer of the Notes will be restricted in accordance with the existing operating procedures of the Depositary. The Company will make payments of principal, premium, if any, or interest due on the Notes represented by one or more Book-Entry Notes to the Depositary or its nominee, as the case may be, as the registered owner of the related Book-Entry Note or Notes. The Depositary will credit the accounts of the related participants in accordance with its existing operating procedures.

If the Depositary is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue Notes in certificated form in exchange for beneficial interests in the Book-Entry Notes. In addition, the Company may at any time determine not to have its Notes represented by one or more Book-Entry Notes, and, in such event, will issue Notes in certificated form in exchange for beneficial interests in Book-Entry Notes. In any such instance, an owner of a beneficial interest in a Book-Entry Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Notes are issuable only in registered form without coupons in the minimum denomination of $5,000 and integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of the Notes of a different authorized denomination, as requested by the Holder surrendering the same.

6. Principal of and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, The City of New York, initially at the Corporate Trust Office of the Trustee, 4 New York Plaza, New York, New York 10004; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the register of holders of the Notes. Notwithstanding the foregoing, payments of principal and interest on the Notes represented by one or more Book-Entry Notes will be made as provided above.

7. The Notes may be redeemed, at the Company’s option, (i) at any time in whole or in part (subject to the conditions described in the Indenture), and (ii) in whole but not in part in certain circumstances upon the occurrence of a Tax Event, an Investment Company Event, a Rating Agency Event or a Regulatory Capital Event (as these last two terms are defined in the Company's Prospectus dated December 17, 2007) (each, a "Special Event").  The Company may redeem the Notes (i) at any time on or after

December 21, 2037 or (ii) at any time within 90 days after the occurrence of an Investment Company Event or a Regulatory Capital Event, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest, including any Deferred Interest and Additional Interest.  In all other cases, the redemption price will be the applicable Make-Whole Redemption Price.  Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice, and with respect to a redemption upon a Special Event, within 90 days following the occurrence of such Special Event.  If the Notes are only partially redeemed by the Company, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if, at the time of redemption, the Notes are registered as a Global Security, the Depositary shall determine the principal amount of such Notes held by each Security Beneficial Owner to be redeemed in accordance with its procedures.  In the event of redemption of a Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

8. Any redemption of the Notes, in whole or in part, prior to the Scheduled Maturity Date is subject to the prior concurrence or approval of the Federal Reserve, or the staff thereof, (i) if such approval is then required in order for the Notes to qualify as tier 1 capital of a bank holding company under applicable capital adequacy guidelines, regulations, policies, or published interpretations of the Federal Reserve, or (ii) if the Federal Reserve or its staff has informed the Company that it must obtain such approval before redeeming the Notes.

9. With respect to the Notes only, Section 13.1 of the Indenture is replaced in its entirety by the following:

(I) The Company shall have the right at any time or from time to time during the term of the Notes to defer interest payments on the Notes for up to 10 years (an "Extension Period");  provided, however, that no Extension Period shall extend beyond the Final Repayment Date or the earlier redemption of the Notes.  To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period, will bear interest thereon at the rate specified for the Notes compounded at the end of each Interest Period ("Compounded Interest").  At the end of any Extension Period with respect to the Notes, the Company shall pay all accrued and unpaid interest on such Notes, including any Additional Interest and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of Notes in whose names such Notes are registered in the Security Register on the first record date after the end of such Extension Period.  Before the termination of any Extension Period,

the Company may further extend such period; provided that such period, together with all such further extensions thereof, shall not exceed 10 years; provided further that no prepayment of interest during an Extension Period shall allow the Company to extend such Extension Period beyond 10 years.  Upon the termination of any Extension Period with respect to Notes and upon the payment of all Deferred Interest then due, the Company may commence a new Extension Period with respect to the Notes, subject to the foregoing requirements.  Except as provided by the Alternative Payment Mechanism, no interest on the Notes shall be due and payable during an Extension Period with respect thereto, except at the end thereof, provided the Company may prepay at any time all or any portion of the interest accrued during any Extension Period, subject to the Alternative Payment Mechanism.

10. With respect to the Notes only, Section 13.2 of the Indenture is replaced in its entirety with the following language:

(I) If the Institutional Trustee of Citigroup Capital XXI is the only Holder of the Notes at the time the Company selects an Extension Period with respect thereto, the Company shall give written notice to the Regular Trustees and the Institutional Trustee of Citigroup Capital XXI and to the Trustee of its selection of such Extension Period at least one Business Day before the earlier of (i) the next succeeding date on which Distributions on the Trust Securities issued by Citigroup Capital XXI are payable, or (ii) the date Citigroup Capital XXI is required to give notice of the record date, or the date such Distributions would be payable if not for such Extension Period, to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities issued by Citigroup Capital XXI, but in any event at least one Business Day before such record date.

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

(III) The quarter in which any notice is given pursuant to paragraphs (a) or (b) of this Section 13.2 shall be counted as one of the 40

quarters permitted in the maximum Extension Period with respect to the Notes.

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

11. The Notes are not subject to any sinking fund.

12. With respect to the Notes only, Section 13.3 of the Indenture is replaced in its entirety with the following language:

(I) If with respect to the Notes (i) the Company shall exercise its right to defer payments of interest thereon or (ii) there shall have occurred and be continuing any Default, then (a) the Company and any subsidiary of the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) purchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) purchases of shares of common stock of the Company pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the Extension Period, including under a contractually binding stock repurchase plan, (iii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, (iv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) the purchase of the Company's capital stock in connection with the distribution thereof); and (b) the Company and any subsidiary of the Company will not make any payment of interest, principal or premium (if any) on, or repay, purchase or redeem, any debt securities or guarantees issued by the Company that rank pari passu with or junior to the Notes (other than (i) any payment of current or Deferred Interest on securities that rank pari passu with the Notes that is made pro rata to the amounts due on such securities (including the Notes), provided that any such payments of Deferred Interest are made in accordance with the terms set forth in Section 13.5(d) of the Indenture, (ii) any payments of Deferred Interest on securities that rank pari passu with the Notes that, if not

made, would cause a breach of the terms of the instrument governing such securities, (iii) any payments of principal in respect of any securities that rank pari passu with the Notes and that have an earlier scheduled maturity date than the Notes, as required under a provision of such securities that is substantially the same as the provision described in paragraph 14 of this Officer’s Certificate, and any payments in respect of securities that rank pari passu with the Notes and that have the same Scheduled Maturity Date as the Notes, as required by such a provision, and that are made on a pro rata basis among one or more series of parity securities having such a provision and the Notes; or (iv) any repayment or redemption of a security necessary to avoid a breach of the instrument governing the same); provided, however, that the Company may declare and pay a stock dividend where the dividend stock is the same stock as that on which the dividend is being paid.  If any Extension Period lasts longer than one year, unless required to do so by the Federal Reserve and subject to the exceptions listed in clauses (a) and (b) herein, the Company will not, and will not permit any subsidiary to, purchase any of its common stock for a one-year period following the payment of all Deferred Interest pursuant to the Alternative Payment Mechanism.

13. With respect to the Notes only, Section 13.4 of the Indenture is replaced in its entirety with the following language:

(I) During an Extension Period, the Company may not pay Deferred Interest on the Notes on any date in an amount that exceeds the New Equity Amount for such date; provided, however, that (i) upon the Final Repayment Date, (ii) during the occurrence and continuation of a Supervisory Event or (iii) if an Event of Default and Acceleration shall have occurred and be continuing, the provisions of this Section 13.4 shall not apply and the Company may pay Deferred Interest with cash from any source. Nothing in this Indenture will prevent the Company from paying current interest on the Notes at any time using cash from any source.

14. Section 13.10 entitled “Scheduled Maturity” is hereby added to the Indenture and provides:

(I) The principal amount of the Notes shall be payable in full by the Company on the Scheduled Maturity Date to the extent of the Applicable Percentage of net proceeds it has received from the issuance of Qualifying Capital Securities during a 180-day period ending on a notice date not more than 30 business days, and not less than 10 business days, prior to the Scheduled Maturity Date.  If the Company has not sold sufficient Qualifying Capital Securities to permit repayment of the entire principal amount of the Notes on the Scheduled Maturity Date and has not otherwise redeemed the Notes with the Applicable Percentage of net proceeds it has received from the issuance of replacement capital securities (as defined in the Capital Replacement Covenant), the unpaid amount will remain outstanding.  Moreover, the Company may only pay Deferred Interest on the Notes out of the net proceeds from the sale of common stock and/or Qualified Warrants, subject to the exceptions set forth in the Alternative Payment Mechanism.  The Company will be required to repay the unpaid principal amount of the Notes on each subsequent monthly Interest Payment Date to the extent of the Applicable Percentage of net proceeds it receives from any subsequent issuance of Qualifying Capital Securities or upon the earliest to occur of the redemption in full of the Notes, an Event of Default and Acceleration of the Notes, and the Final Repayment Date.  The Company's right to redeem, repay or purchase the Notes is subject to the terms and conditions of the Capital Replacement Covenant for so long as that covenant is in effect.

(II) The Company agrees to use its commercially reasonable efforts (limited as described below) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during the 180-day period described above to permit repayment of the Notes in full on the Scheduled Maturity Date in accordance with the above requirement.  The Company further agrees that if it is unable for any reason to raise sufficient proceeds to permit payment in full on the Scheduled Maturity Date, it will use its commercially reasonable efforts, subject to limitations described in this Section 13.10, to raise sufficient proceeds from the sale of Qualifying Capital Securities to permit repayment on the next Interest Payment Date, and on each monthly Interest Payment Date thereafter (each of the Scheduled Maturity Date and the succeeding Interest Payment Dates, a “Repayment Date”), until it repays the Notes in full, or an Event of Default and Acceleration of the Notes occurs or until the Final Repayment Date.  The Company's failure to use its commercially reasonable efforts to raise these proceeds would be a breach of its covenant under the indenture.  However, in no event will any such failure be an event of default under this Indenture or give rise to a right of acceleration or similar remedy.

(III) Commercially reasonable efforts to sell Qualifying Capital Securities means commercially reasonable efforts to complete the sale of Qualifying Capital Securities to third parties that are not subsidiaries of the Company. The Company will not be considered to have used its commercially reasonable efforts to effect a sale of Qualifying Capital Securities if it determines not to pursue or

complete such sale solely due to pricing, coupon, dividend rate or dilution considerations.

(IV) The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to Section 13.10(I) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee shall promptly forward upon receipt to the Property Trustee) no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to Section 13.10(I) above in connection with such Repayment Date and the corresponding principal amount of the Notes represented thereby.

(V) The Company shall be excused from its obligation to use commercially reasonable efforts to sell Qualifying Capital Securities pursuant to Section 13.10(II) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event existed during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180- or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after commercially reasonable efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Notes in full pursuant to clause 13.10(II) above. Each Officers’ Certificate delivered pursuant to this clause 13.10(V), unless no principal amount of Notes is to be repaid on the applicable Repayment Date, will be accompanied by a notice of repayment pursuant to Section 13.10 setting forth the principal amount of the Notes to be repaid on such Repayment Date, if any, which amount will be determined after giving effect to clause (A) of this Section 13.10(V).

(VI) Payments in respect of the Notes on any Repayment Date will be applied, first, to Deferred Interest to the extent of the New Equity Amount, second, to pay current interest to the extent not paid from other sources and, third, to the principal of the Notes; provided that if the Company is obligated to sell Qualifying Capital Securities and make payments of principal on any outstanding Parity Securities in addition to the Notes in respect thereof, then on any date and for any period the Applicable Percentage of net proceeds received by the Company from those sales and available for such payments shall be applied first to any other Parity Securities having an earlier scheduled maturity date than the Notes, and then to the Notes and any other Parity Securities having the same

Scheduled Maturity Date as the Notes pro rata in accordance with their respective outstanding principal amounts and no such payments will be made to any other Parity Securities having a later scheduled maturity date until the principal of the Notes has been paid in full, except to the extent permitted under Section 13.3 of the Indenture as modified by paragraph 11 of this Officer’s Certificate. Notwithstanding the foregoing, if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the relevant 180- or 30-day period, the Company will not be required to repay any Notes on the applicable Repayment Date. On the next Interest Payment Date as of which the Company has raised at least $5 million of net proceeds during the 180-day period preceding the applicable notice date determined in accordance with paragraph IV of this Section 13.10 (or, if shorter, the period since the Company last repaid any principal amount of Notes), the Company shall be required to repay interest and a principal amount of the Notes equal to the Applicable Percentage of the entire net proceeds from the sale of Qualifying Capital Securities during such 180-day or shorter period.

15. If at any time Citigroup Capital shall be required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest on the Notes such amounts as shall be required so that the net amounts received and retained by Citigroup Capital after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts Citigroup Capital would have received had no such taxes, duties, assessments or other governmental charges been imposed.

16. The Notes shall be subordinated and junior in right of payment to all Senior Indebtedness of the Company to the extent set forth in the Indenture.

17. The Notes shall be denominated, and principal of and interest on the Notes shall be payable, in United States dollars.

18. The Notes shall be subject to the satisfaction, discharge and defeasance provisions of Article 4 of the Indenture.

19. For the purpose of satisfying Section 13.5(a) of the Indenture or otherwise paying Deferred Interest on the Notes, the Company is not permitted to sell shares of common stock in excess of a number of shares of common stock which at December 17, 2007 is equal to 195,000,000 (the "Share Cap Amount"); provided that the Company shall not be obligated to increase the Share Cap Amount above 1,400,000,000 shares.

B.           The definitions utilized herein and set forth in Annex A are added, deleted, or modified from those appearing in Section 1.1 of the Indenture.

C.           The following additional matters pertain to the Notes:

1. The Notes shall be subject to the covenants and Defaults provided for by the Indenture and shall not be subject to any additional covenants or Defaults.

2. The Company shall pay to the Underwriters referred to below, for arranging the investment in the Notes of the proceeds of the sale of 3,500,000 8.300% Fixed Rate/Floating Rate Capital Securities (the "Capital Securities") of Citigroup Capital XXI, $10 per Capital Security.

3. The Notes shall be in substantially the form of Note attached hereto as Annex A, with such additions and changes as any officer delivering the Notes shall, in his discretion, approve, such approval to be conclusively evidenced by his delivery thereof.

4. Any one of the Chairman, any Senior Vice Chairman, any Vice Chairman, the Chief Executive Officer, the President, the Chief Accounting Officer, the Chief Financial Officer, the General Counsel, the Treasurer and any Assistant Treasurer, shall be, and each such officer hereby is, authorized to enter into an underwriting agreement, and any related documents (the "Underwriting Agreement"), with Citigroup Global Markets Inc. and the other underwriters named in the Prospectus (the "Underwriters"), providing for the sale by Citigroup Capital XXI and the purchase by such Underwriters of the Capital Securities, such Underwriting Agreement to be in such form as the officer executing the same shall, with the advice of counsel, approve, such approval to be conclusively evidenced by such authorized officer's executing the same; and the Underwriting Agreement, when so executed, shall be presented to Citigroup Global Markets Inc. for its execution on behalf of the Underwriters.

5. The Secretary or any Assistant Secretary of the Company shall be, and each such person hereby is, authorized to affix the seal of the Company to all papers which may require such seal in connection with the issuance of the Notes.

6. Each of the Chairman, any Senior Vice Chairman, any Vice Chairman, the Chief Executive Officer, the President, the Chief Accounting Officer, the Chief Financial Officer, the General Counsel, the Treasurer and any Assistant Treasurer shall be, and each such person hereby is, authorized, respectively, in the name of the Company and on its behalf, to make, execute, issue and deliver all such documents and paper writings necessary or proper in connection with, and to give any and all persons such instructions and directions and to take any and all such other action

as the respectively, with the advice of counsel, may deem necessary or expedient to carry into effect the purposes and intent of these determinations, including, without limitation, to enter into a letter of representations dated on or about December 21, 2007, by and between the Company, as sponsor of Citigroup Capital, and the Depositary. 

D.           Each of the undersigned has read the Indenture, including the provisions of Sections 1.3, 2.1 and 3.1 and the definitions relating thereto, and the resolutions adopted by the Board of Directors of the Company, which are attached as Exhibit B to the Secretary's Certificate to be delivered on or about December 21, 2007. In the opinion of each of the undersigned officers of the Company, she or he has made such examination or investigation as is necessary to enable her or him to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the establishment of the form and terms of a series of Securities under the Indenture, designated as the Notes in this Officers' Certificate, have been complied with. In the opinion of each of the undersigned, all such conditions precedent have been complied with.

E.           This Certificate and the Indenture set forth all of the terms of the Notes.

IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Officers' Certificate as of the 17th day of December, 2007.

/s/ John Gerspach
Name:	John Gerspach
Title:	Controller and Chief Accounting Officer
/s/ Eric Wentzel
Name:	Eric Wentzel
Title:	Assistant Treasurer
/s/ Charles E. Wainhouse
Name:	Charles E. Wainhouse
Title:	Assistant Treasurer

Annex A

The following definitions are added, deleted, or modified for purposes of the Notes only from those appearing in Section 1.1 of the Indenture:

1. “Alternative Payment Mechanism” means the Company’s obligations described in Sections 13.1, 13.3, 13.4 and 13.5 of the Indenture.

2. “Applicable Percentage” means:

(I) (i) with respect to any sale of common stock of the Company or rights to acquire common stock of the Company (a) 133% with respect to any repayment, redemption or purchase prior to December 21, 2027, (b) 200% with respect to any repayment, redemption or purchase on or after December 21, 2027 and prior to December 21, 2047, and (c) 400% on or after December 21, 2047;

(II) (ii) with respect to Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred Securities (as each of these terms is defined in the Capital Replacement Covenant) and Qualifying Capital Securities described under clause (i) of the definition of that term, 100% prior to December 21, 2027, 150% on or after December 21, 2027 and prior to December 21, 2047 and 300% on or after December 21, 2047;

(III) (iii) with respect to Qualifying Capital Securities described under clause (ii) of the definition of that term, 100% prior to the December 21, 2047, and 200% on or after December 21, 2047; and

(IV) (iv) with respect to Qualifying Capital Securities described under clause (iii) of the definition of that term, 100%.

3. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by any applicable law to close.  In the case of interest determination dates for Interest Periods commencing on or after December 21, 2037 a day that is a London Banking Day.

4. "Calculation Agent" means The Bank of New York, or any other firm appointed by the Company, acting as calculation agent.

5. "Capital Replacement Covenant" means the Capital Replacement Covenant, dated as of December 21, 2007 by the Company, as the same may be amended or supplemented from time to time in accordance with the terms of the Capital Replacement Covenant.

6. "Citigroup Standard TRUPS® Trust" means each of Citigroup Capital II, Citigroup Capital III, Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup Capital XII, Citigroup Capital XIII, Citigroup Capital XXIX, Citigroup Capital XXX, Citigroup Capital XXXI, and Citigroup Capital XXXII, each a Delaware statutory trust, or any other similar trust created for the purpose of issuing preferred securities in connection with the issuance of junior subordinated debt securities under either (i) the junior subordinated debt indenture dated as of July 23, 2004, between Citigroup and JPMorgan Chase Bank, N.A., as trustee, as the same has been or may be amended, modified, or supplemented from time to time or (ii) the indenture, dated as of October 7, 1996, between Citigroup and JPMorgan Chase Bank, N.A., as trustee, as the same has been amended, modified, or supplemented.

7. The definition of “Coupon Rate” shall be deleted from the Indenture.

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

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

10. “Extension Period” has the meaning set forth in paragraph 9 of this Officer’s Certificate.  The defined terms “Extended Interest Payment Period” should be read to mean “Extension Period” wherever that term appears in the Indenture.

11. “Federal Reserve” means the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, or a successor to either of them, as the Company's primary federal banking regulator.

12. "Final Repayment Date" means December 21, 2077,  the date on which the Company is required to pay any remaining outstanding principal and interest in full on the Notes whether or not the Company has sold Qualifying Capital Securities.

13. The definition of "Interest Payment Date," when used with respect to the Notes, is hereby updated and amended to mean the date upon which an installment of interest is payable on such Security.

14. "Interest Period" means each period beginning on and including an Interest Payment Date (or, with respect to the first Interest Payment Date,

beginning on and including the date the Notes are issued) and ending on but excluding the next Interest Payment Date. 

15. “LIBOR” means, with respect to any monthly or quarterly interest period, the rate (expressed as a percentage per annum) for deposits in United States dollars for a one- or three-month period, as applicable, commencing on the first day of that monthly or quarterly interest period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that monthly or quarterly interest period, as the case may be. If such rate does not appear on Reuters Screen LIBOR01 Page, one- or three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a one- or three-month period commencing on the first day of that monthly or quarterly interest period, as applicable, and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with Citigroup), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that monthly or quarterly interest period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, one- or three-month LIBOR with respect to that monthly or quarterly interest period, as applicable, will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, one- or three-month LIBOR with respect to that monthly or quarterly interest period, as applicable, will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of that monthly or quarterly interest period, as applicable, for loans in United States dollars to leading European banks for a one- or three-month period, as applicable, commencing on the first day of that monthly or quarterly interest period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, one- or three-month LIBOR for that monthly or quarterly interest period, as applicable, will be the same as one- or three-month LIBOR as determined for the previous interest period or, in the case of the quarterly interest period beginning on December 21, 2037, 4.941%. The establishment of one- or three-month LIBOR for each monthly or quarterly interest period, as applicable, by the Calculation Agent shall (in the absence of manifest error) be final and binding;

16. “LIBOR Determination Date” means the second London Banking Day preceding the first day of the relevant Interest Period.

17. "London Banking Day" means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London, England.

18. "Make-Whole Redemption Price" means, as determined by or on behalf of, the Calculation Agent, the greater of:

(I) 100% of the aggregate principal amount of the Notes being redeemed; and

(II) the sum of present values of (a) a principal payment on December 21, 2037, discounted from December 21, 2037 to the Redemption Date and (b) scheduled payments of interest that would have accrued from the Redemption Date to and including December 21, 2037 (not including any interest accrued to the Redemption Date) on the Notes being redeemed, discounted from the relevant Interest Payment Date to the Redemption Date on a semi-annual basis (calculated on the basis of the number of days from and including the date on which the scheduled interest would have accrued during the relevant Interest Periods to but excluding December 21, 2037, divided by the number of days in the relevant Interest Periods (including the first day but excluding the last day of such Interest Period)) at a discount rate equal to the Treasury Rate plus (i) in the case of a Tax Event or a Rating Agency Event, 0.50% or (ii) in all other cases, 0.50%, in each case plus accrued and unpaid interest, including any Additional Interest, to the Redemption Date.

19. The first sub-part of the definition of "Market Disruption Event" is hereby updated and amended to mean the occurrence or existence of any of the following events or circumstances:

(I) the Company would be required to obtain the consent or approval of its shareholders or a regulatory body (including, without limitation, any securities exchange but excluding the Federal Reserve) or governmental authority to issue or sell shares of its common stock pursuant to the Alternative Payment Mechanism or to issue Qualifying Capital Securities pursuant to the Company’s obligations to make payments in conjunction with the Scheduled Maturity Date (as those obligations are described in Section 13.10 of the Indenture) and such consent or approval has not yet been obtained even though the Company has used commercially reasonable efforts to obtain the required consent or approval;

20. The definition of “Maturity” is hereby updated and amended to mean, when used with respect to the Notes, the date on which the principal of such Note or an installment of principal becomes due and payable as

 therein or herein provided, whether at the Final Repayment Date or by declaration of acceleration, call for redemption or otherwise.

21. “Measurement Date” has the meaning specified in the Capital Replacement Covenant.

22. "Parity Securities" means any indebtedness or any guarantee that by its terms ranks equally with the Notes (including the junior subordinated debt securities issued in connection with the offering of enhanced trust preferred securities by Citigroup Capital XIV, Citigroup Capital XV, Citigroup Capital XVI, Citigroup Capital XVII, Citigroup Capital XVIII, Citigroup Capital XIX and Citigroup Capital XX) and the issuance of which does not at the time of issuance prevent the Notes from qualifying for Tier 1 capital treatment (irrespective of any limits on the amount of Citigroup’s Tier 1 capital) under applicable capital adequacy guidelines, regulations, policies, published interpretations, or the concurrence or approval of the Federal Reserve.

23. Capitalized terms used in this definition of “Qualifying Capital Securities” only have the meaning given to them in the Capital Replacement Covenant.  “Qualifying Capital Securities” means securities or combinations of securities (with the exception of certain securities identified in the Capital Replacement Covenant) that, in the determination of the Company’s Board of Directors, acting in its reasonable discretion and reasonably construing the definitions and other terms of the Capital Replacement Covenant, meet one of the following criteria:

(i)    in connection with any repayment, redemption or purchase of Securities prior to December 21, 2027

(A)    securities issued by the Company or its subsidiaries that (1) rank pari passu with or junior to the Notes upon the liquidation, dissolution or winding up of the Company, (2) have no maturity or a maturity of at least 60 years and (3) either:

(x)    have a No Payment Provision or are Non-Cumulative and are subject to a Qualifying Capital Replacement Covenant, or

(y)    have an Optional Deferral Provision and a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure;

(B)    securities issued by the Company or its subsidiaries that (1) rank pari passu with or junior to the Notes upon the liquidation, dissolution or winding up of the Company, (2) have no maturity or a maturity of at least 40 years and are subject to a Qualifying Capital Replacement Covenant and (3) have an Optional Deferral Provision and a Mandatory Trigger Provision; or

(C)    Qualifying Preferred Stock; or

(ii)    in connection with any repayment, redemption or purchase of Notes at any time on or after December 21, 2027 and prior to December 21, 2047

(A)    securities described under clause (i) of this definition;

(B)    securities issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Company, (2) have no maturity or a maturity of at least 60 years and (3) either:

(x)    are subject to a Qualifying Capital Replacement Covenant and have an Optional Deferral Provision, or

(y)    are subject to Intent-Based Replacement Disclosure and have a No Payment Provision or are Non-Cumulative;

(C)    securities issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Company, (2) have no maturity or a maturity of at least 40 years and (3) either:

(x)    have a No Payment Provision or are Non-Cumulative and are subject to a Qualifying Capital Replacement Covenant, or

(y)    have an Optional Deferral Provision and a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure;

(D)    securities issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding-up of the Company, (2) have no maturity or a maturity of at least 25 years and are subject to a Qualifying Capital Replacement Covenant and (3) have an Optional Deferral Provision and a Mandatory Trigger Provision; or

(E)    securities issued by the Company or its Subsidiaries that rank (i) senior to the Notes and securities that are pari passu with the Notes but (ii) junior to all other debt securities of the Company (other than (x) Notes and securities that are pari passu with the Notes and (y) securities that are pari passu with such Qualifying Capital Securities) upon its liquidation, dissolution or winding-up, and (2) either:

(x)    have no maturity or a maturity of at least 60 years and either (I) are (a) Non-Cumulative or subject to a No Payment Provision and (b) subject to a Qualifying Capital Replacement Covenant or (II) have a Mandatory Trigger Provision and an Optional Deferral Provision and are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity of at least 40 years, are subject to a Qualifying Capital Replacement Covenant and have a Mandatory Trigger Provision and an Optional Deferral Provision;

(F)    preferred stock issued by the Company or its Subsidiaries that (1) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (2) has no maturity or a maturity of at least 60 years and (3) is subject to a Qualifying Capital Replacement Covenant; or

(iii)    in connection with any repayment, redemption or purchase of Notes at any time on or after December 21, 2047 and prior to the Termination Date:

(A)    securities described under clause (ii) of this definition;

(B)    securities issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Company, (2) either:

(x)    have no maturity or a maturity of at least 60 years and are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity at least 40 years and are subject to a Qualifying Capital Replacement Covenant; and

(3)    have an Optional Deferral Provision;

(C)    securities issued by the Company or its Subsidiaries that (1) rank pari passu with or junior to the Notes upon a liquidation, dissolution or winding up of the Company, (2) have no maturity or a maturity at least 40 years are subject to Intent-Based Replacement Disclosure and (3) are Non-Cumulative or have a No Payment Provision;

(D)    securities issued by the Company or its Subsidiaries that rank (i) senior to the Notes and securities that are pari passu with the Notes but (ii) junior to all other debt securities of the Company (other than (x) Notes and securities that are pari passu with the Notes and (y) securities that are pari passu with such Qualifying Capital Securities) upon its liquidation, dissolution or winding-up, and (2) either:

(x)    have no maturity or a maturity of at least 60 years and either (i) have an Optional Deferral Provision and are subject to a Qualifying Capital Replacement Covenant or (ii) (a) are Non-Cumulative or have a No Payment Provision and (b) are subject to Intent-Based Replacement Disclosure, or

(y)    have no maturity or a maturity of at least 40 years and either (i) (a) are Non-Cumulative or have a No Payment Provision and (b) are subject to a Qualifying Capital Replacement Covenant or (ii) are subject to Intent-Based Replacement Disclosure and have a Mandatory Trigger Provision and an Optional Deferral Provision; or

(E)    preferred stock issued by the Company or its Subsidiaries that either (1) has no maturity or a maturity of at least 60 years and is subject to Intent-Based Replacement Disclosure or (2) has a maturity of at least 40 years and is subject to a Qualifying Capital Replacement Covenant.

24. The definition of “Quarterly Interest Accrual Period” shall hereby be deleted.

25. “Repayment Date” has the meaning set forth in paragraph 14(II) of this Officer’s Certificate.

26. "Scheduled Maturity Date" means December 21, 2057; if that date is not a Business Day, it will be postponed until the immediately succeeding Business Day.

27. "Senior Indebtedness" means with respect to the Company: (i) the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company, including without limitation (a) all indebtedness (whether now or hereafter outstanding) issued under the senior debt indenture, dated as of March 15, 1987, between Citigroup and The Bank of New York, as trustee, as the same has been or may be amended, modified, or supplemented from time to time, (b) all indebtedness (whether now or hereafter outstanding) issued under the subordinated debt indenture, dated as of April 12, 2001, between Citigroup and J.P. Morgan Trust Company, National Association, as trustee, as the same has been or may be amended, modified, or supplemented from time to time, (c) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Standard TRUPS® Trust under the junior subordinated debt indenture dated as of July 23, 2004, between Citigroup and JPMorgan Chase Bank, N.A., as trustee, as the same has been or may be amended, modified, or supplemented from time to time (d) all indebtedness issued to a Citigroup Standard TRUPS® Trust under the indenture, dated as of October 7, 1996, between Citigroup and JPMorgan Chase Bank, N.A., as trustee, as the same has been or may be amended, modified, or supplemented from time to time, and (e) any guarantee entered into by Citigroup in respect of any preferred securities, capital securities or preference stock of a Citigroup Standard TRUPS® Trust to which Citigroup issued any indebtedness under a junior subordinated debt indenture identified in (c) or (d) above; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any conditional sale or title retention agreement (but excluding trade accounts payable in the ordinary course of business); (iv) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, banker’s acceptance, security purchase facilities and similar credit transactions; (v) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements; (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), except that Senior Indebtedness does not include obligations in respect of (1) any indebtedness issued under the Indenture, (2) any guarantee entered into by the Company in respect of any capital securities issued by a Citigroup Trust, (3) any indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, or is one of the Parity Securities to,

the Notes and the issuance of which does not at the time of issuance prevent the Notes from qualifying for Tier 1 capital treatment (irrespective of any limits on the amount of the Company’s Tier 1 capital) under applicable capital adequacy guidelines, regulations, policies, published interpretations, or the concurrence or approval of the Federal Reserve; or (4) trade accounts payable and other accrued liabilities arising in the ordinary course of business. 

28. "Treasury Dealer" means Citigroup Global Markets Inc. (or its successor) or, if Citigroup Global Markets Inc. (or its successor) declines to act as Treasury Dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by Citigroup Inc. for these purposes.

29. "Treasury Price" means the bid-side price for the Treasury Security as of the third trading day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal in the table entitled “Treasury Bonds, Notes, and Bills,” as determined by the Treasury Dealer except that: (i) if that release (or any successor release) is not published or does not contain that price information on that trading day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that trading day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as commercially reasonable under the circumstances.

30. "Treasury Rate" means the semi-annual equivalent yield to maturity of a Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second trading day immediately preceding the redemption date).

31. "Treasury Security" means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Notes being redeemed in a tender offer based on a spread to United States Treasury yields.

EX-99.1

Exhibit 99.1

December 21, 2007

Citigroup Inc.

399 Park Avenue

New York, NY 10043

Citigroup Capital XXI

c/o Citigroup Inc.

399 Park Avenue

New York, NY 10043

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Citigroup Capital XXI, a Delaware statutory trust (the "Trust"), and Citigroup Inc., a Delaware corporation (the "Company"), in connection with the public offering by the Trust of 3,500,000 of its 8.300% fixed rate/floating rate enhanced trust preferred securities (liquidation amount $1,000 per capital security) (the "Capital Securities") and related issuance by the Company of $3,500,500,000 aggregate principal amount of 8.300% fixed rate/floating rate junior subordinated deferrable interest debentures (the "Junior Subordinated Debt Securities").

This opinion is being furnished to you in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933.

In connection with our opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the final prospectus dated December 17, 2007 (the "Prospectus") and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.  We have also relied upon statements and representations made to us by representatives of the Company and the Trust and have assumed that such statements and the facts set forth in such representations are true, correct and complete without regard to any qualification as to knowledge or belief.  For purposes of this opinion, we have assumed the validity and the initial and continuing accuracy of the documents, certificates, records, statements and representations referred to above.  We have also assumed that the transactions related to the offering of the Capital Securities will be consummated in the manner contemplated by the Prospectus.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the authenticity of the originals of such latter documents.  In making our examination of documents executed, or to be executed, by the parties indicated therein, we have assumed that each party has, or will have, the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by each party indicated in the documents and that such documents constitute, or will constitute, valid and binding obligations of each party.

In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Department regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service and such other authorities as we have considered relevant.  It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change or differing interpretations, possibly with retroactive effect.  There can be no assurance, moreover, that the opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court of law.  A change in the authorities or the accuracy or completeness of any of the information, documents, certificates, records, statements, representations or assumptions on which our opinion is based could affect our conclusions.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, exceptions, assumptions and limitations contained herein or in the Prospectus, we are of the opinion that, under current United States federal income tax law:

1.   While there is no authority directly on point and the issue is not free from doubt, the Junior Subordinated Debt Securities will be classified for United States federal income tax purposes as indebtedness of the Company.

2.   The Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation.

3.   Although the discussion set forth in the Prospectus under the heading “UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences described therein.

Except as set forth above, we express no opinion to any party as to any tax consequences, whether federal, state, local or foreign, of the Capital Securities or of any transaction related thereto.  This opinion is expressed as of the date of effectiveness of the Registration Statement, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to such date or the impact of any information, document, certificate, record, statement, representation or assumption relied upon herein that becomes incorrect or untrue.  We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus and the filing of this opinion with the Commission as Exhibit 8.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP