CITIGROUP INC (Form: S-3, Received: 02/04/2013 09:45:17)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on February 4, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware

52-1568099

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Numbers)

399 Park Avenue

New York, NY 10022

(212) 559-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Julie Bell Lindsay, Esq.

General Counsel-Capital Markets and Corporate Reporting

Citigroup Inc.

399 Park Avenue

New York, NY 10022

(212) 559-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

Approximate date of commencement of proposed sale of the securities to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered/Proposed maximum offering price per unit/Proposed maximum offering price(1)	Amount of registration Fee(2)
Subordinated Debt Securities of Citigroup Inc.	$950,000,000	$129,580

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”). The amount also includes such indeterminate principal amount of subordinated debt securities that may be offered or sold by affiliates of the Registrant in market-making transactions.

(2)	Pursuant to Rule 457(q) under the Securities Act, no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by affiliates of the Registrant.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and Citigroup and the United States Department of the Treasury are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2013

PROSPECTUS

LOGO

% Subordinated Notes due 202

The United States Department of the Treasury (“Treasury” or the “Selling Securityholder”) is selling $ % Subordinated Notes due 202 . Citigroup will not receive any proceeds from the sale of the subordinated notes by the Selling Securityholder.

The subordinated notes will mature on , 202 . The subordinated notes will bear interest at a fixed rate equal to % per annum. Interest on the subordinated notes will be payable semi-annually on the of each and , commencing on , 2013. The subordinated notes may be redeemed in whole, but not in part, at any time if changes involving United States taxation occur which could require Citigroup to pay additional amounts, as described under “Description of Subordinated Notes — Payment of Additional Amounts” and “Description of Subordinated Notes — Redemption for Tax Purposes” in this prospectus.

The subordinated notes will rank subordinate and junior in right of payment to Citigroup’s senior indebtedness, as described in “Description of Subordinated Notes — Subordination” in this prospectus.

The subordinated notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. The subordinated notes have no established trading market. Application will be made to list the subordinated notes on the Luxembourg Stock Exchange. See “Description of Subordinated Notes — Listing” in this prospectus.

Investing in the subordinated notes involves a number of risks. See “ Risk Factors ” in this prospectus, where specific risks related to the subordinated notes are described, along with the other information in, or incorporated by reference in, this prospectus before making your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has approved or disapproved of these subordinated notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Note	Total
Public Offering Price	$	$
Underwriting Commissions to be paid by Citigroup(1)	$	$
Proceeds to the Selling Securityholder(2)	$	$

(1)	Citigroup has agreed to pay all discounts, underwriting commissions, transfer taxes and transaction fees, if any, applicable to the sale of the subordinated notes and fees and disbursements of counsel for the Selling Securityholder incurred in connection with the sale.

(2)	Without deduction of any underwriting commissions.

Interest on the subordinated notes will accrue from February , 2013 to the date of delivery, if the subordinated notes are delivered after that date.

Citigroup and the Selling Securityholder expect that the subordinated notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream or Euroclear on or about February , 2013.

The subordinated notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The subordinated notes are not insured by the Federal Deposit Insurance Corporation, Treasury or by any other governmental agency or instrumentality.

Global Coordinator

Citigroup

Joint Lead Managers


Deutsche Bank Securities	Goldman, Sachs & Co.	J.P. Morgan
UBS Investment Bank	Wells Fargo Securities	Barclays
BofA Merrill Lynch	ING	RBS
	SMBC Nikko

February , 2013

TABLE OF CONTENTS


	Page
Forward-Looking Statements		1
Risk Factors		1
Selected Historical Financial Data		1
Ratio of Income to Fixed Charges		2
Where You Can Find More Information		2
Citigroup Inc.		4
Selling Securityholder		5
Use of Proceeds		6
Description of the Subordinated Notes		7
United States Federal Income Tax Considerations		19
ERISA Considerations		23
Underwriting		25
Conflicts of Interest		26
Legal Matters		29
Experts		30
General Information		30

Citigroup is responsible for the information contained and incorporated by reference in this prospectus and in any related free writing prospectus that it prepares or authorizes. Citigroup has not, the Selling Securityholder has not and the underwriters have not authorized anyone to provide you with any other information, and it takes no responsibility for any other information that others may provide you. You should not assume that the information contained in this prospectus, as well as information Citigroup previously filed with the Securities and Exchange Commission and incorporated by reference herein, is accurate as of any date other than the date of the relevant document. Citigroup is not, the Selling Securityholder is not, and the underwriters are not, making an offer to sell the subordinated notes in any jurisdiction where its offer and sale is not permitted.

The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.

This prospectus is an advertisement for the purposes of applicable measures implementing the European Council Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive the “Prospectus Directive”). A listing prospectus prepared pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des Sociétés à Luxembourg so long as any of the subordinated notes are outstanding and listed on the Luxembourg Stock Exchange.

The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law. Persons into whose possession this prospectus comes are required by Citigroup, the Selling Securityholder and the underwriters to inform themselves about, and to observe any such restrictions, and none of Citigroup, the Selling Securityholder and the underwriters accepts any liability in relation thereto. See “Underwriting” in this prospectus.

In connection with this issue, UBS Securities LLC, as stabilizing manager (or persons acting on behalf of the stabilizing manager), may over-allot subordinated notes (provided that the aggregate principal amount of subordinated notes allotted does not exceed 105% of the aggregate principal amount of the subordinated notes) or effect transactions with a view to supporting the market price of the subordinated notes at a higher level than that

-i-

which might otherwise prevail. However, there is no obligation on the stabilizing manager (or persons acting on its behalf) to undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of the subordinated notes is made and, if begun, may be discontinued at any time but must end no later than the earlier of 30 days after the issuance of the subordinated notes and 60 days after the allotment of the subordinated notes.

This prospectus is not an offer to sell these subordinated notes and is not soliciting an offer to buy these subordinated notes in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See “Underwriting” in this prospectus.

References in this prospectus to “dollars”, “$” and “U.S. $” are to United States dollars.

-ii-

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus and in other information incorporated by reference in this prospectus are forward-looking statements within the meaning of the rules and regulations of the Securities and Exchange Commission (“SEC”). Generally, forward-looking statements are not based on historical facts but instead represent only Citigroup’s and management’s beliefs regarding future events. Such statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and similar expressions, or future or conditional verbs such as will, should, would and could .

Such statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation the precautionary statements included in this prospectus and the factors listed under “Forward-Looking Statements” in Citigroup’s 2011 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarter ending March 31, 2012, for the quarter ending June 30, 2012 and for the quarter ending September 30, 2012 and described under “Risk Factors” in Citigroup’s 2011 Annual Report on Form 10-K.

RISK FACTORS

Your investment in the subordinated notes will involve several risks. You should carefully consider the following discussion of risks, the factors listed and described under “Risk Factors” in Citigroup’s 2011 Annual Report on Form 10-K, and the other information provided or incorporated by reference in this prospectus, before deciding whether an investment in the subordinated notes is suitable for you.

The Selling Securityholder is a Federal Agency and Your Ability to Bring a Claim Against the Selling Securityholder Under the Federal Securities Laws May Be Limited.

The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the “FTCA”), provides that claims may not be brought against the United States of America or any agency or instrumentality thereof unless specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one federal court, in a case involving a federal agency, has held that the United States may assert its sovereign immunity to claims brought under the federal securities laws. In addition, the Selling Securityholder and its officers, agents, and employees are exempt from liability for any violation or alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) by virtue of Section 3(c) thereof. Accordingly, any attempt to assert such a claim against the officers, agents or employees of the Selling Securityholder for a violation of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus or the registration statement of which this prospectus is a part or resulting from any other act or omission in connection with the offering of the subordinated notes by the Selling Securityholder would likely be barred.

SELECTED HISTORICAL FINANCIAL DATA

Selected historical financial information of Citigroup is being provided or incorporated by reference in this prospectus. The information below is derived from the consolidated financial statements of Citigroup for each of the periods presented. The information below is only a summary and should be read together with the financial information incorporated by reference in this prospectus, copies of which can be obtained free of charge. See “Where You Can Find More Information” in this prospectus.

In addition, you may receive copies of all of Citigroup’s filings with the SEC that are incorporated by reference in this prospectus free of charge at the office of Citigroup’s listing agent, Dexia Banque Internationale à Luxembourg, located at 69, route d’Esch, L-2953 Luxembourg so long as the subordinated notes are listed on the Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) upon listing of the subordinated notes.

The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2011, 2010 and 2009 and its consolidated unaudited financial statements for the periods ended September 30, 2012 and 2011 are incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup’s listing agent, at the address set forth in the preceding paragraph.


	At or for the Nine Months Ended September 30,				At or for the Year Ended December 31,
	2012		2011		2011		2010		2009
					(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense(1)	$	51,999	$	61,179	$	78,353	$	86,601	$	80,285
Income from continuing operations		6,573		10,105		11,103		10,951		(1,066	)
Net income		6,345		10,111		11,067		10,602		(1,606	)
Dividends declared per common share(2)		0.03		0.02		0.03		—		0.10
Balance Sheet Data:
Total assets(1)	$	1,931,346	$	1,935,992	$	1,873,878	$	1,913,902	$	1,856,646
Total deposits		944,644		851,281		865,936		844,968		835,903
Long-term debt(1)		271,862		333,824		323,505		381,183		364,019
Total stockholders’ equity(1)		186,777		177,372		177,806		163,468		152,700

(1)	Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, formerly SFAS No. 166 and ASC 810, formerly SFAS No. 167. The adoption was done on a prospective basis and, accordingly, prior periods have not been restated.

(2)	Amounts represent Citigroup’s historical dividends per common share and have been adjusted to reflect stock splits.

RATIO OF INCOME TO FIXED CHARGES

The following table shows the consolidated ratio of income to fixed charges for each of the five most recent fiscal years and the nine months ended September 30, 2012.

Nine Months
Ended
September 30,
2012

Year Ended December 31,

2011

2010

2009

2008

2007

Ratio of income to fixed charges (excluding interest on deposits)

1.65

1.91

1.77

1.01

Ratio of income to fixed charges (including interest on deposits)

1.59

1.52

1.01

NM = Not meaningful

WHERE YOU CAN FIND MORE INFORMATION

As required by the Securities Act, Citigroup filed a registration statement relating to the subordinated notes offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. Citigroup has filed the exhibits discussed in this prospectus with the registration statement, and you should read the exhibits carefully for provisions that may be important to you.

Citigroup files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document Citigroup files at the SEC’s public reference room at 100 F Street, N.E.,

Washington, D.C. 20549. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov.

The SEC allows Citigroup to “incorporate by reference” the information it files with the SEC, which means that it can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that Citigroup files later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. Citigroup incorporates by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (File No. 1-09924):

•

Annual Report on Form 10-K for the fiscal year ending December 31, 2011, filed on February 24, 2012;

•

Quarterly Reports on Form 10-Q for the quarter ending September 30, 2012, filed on November 6, 2012, the quarter ending June 30, 2012, filed on August 3, 2012 and the quarter ending March 31, 2012, filed on May 4, 2012; and

•

Current Reports on Form 8-K filed on January 10, 2012, January 17, 2012 (to the extent filed with the SEC), January 26, 2012, February 3, 2012, February 10, 2012 (to the extent filed with the SEC), February 29, 2012, March 2, 2012, March 6, 2012, March 23, 2012, April 16, 2012 (to the extent filed with the SEC), April 20, 2012, April 26, 2012, May 25, 2012, June 29, 2012, July 9, 2012, July 16, 2012 (to the extent filed with the SEC), July 19, 2012, August 1, 2012, August 7, 2012, September 11, 2012, September 13, 2012, September 27, 2012, October 15, 2012 (to the extent filed with the SEC), October 16, 2012, October 29, 2012, November 9, 2012, November 23, 2012, November 26, 2012, December 4, 2012, December 5, 2012, December 13, 2012, December 21, 2012, January 2, 2013, January 10, 2013 and January 17, 2013 (to the extent filed with the SEC).

In no event, however, will any of the information that Citigroup furnishes to, pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than files with, the SEC be incorporated by reference or otherwise be included herein, unless such information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-K or other furnished document.

All documents filed by Citigroup specified in Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the subordinated notes described in this prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop offering subordinated notes pursuant to this prospectus shall be incorporated by reference in this prospectus from the date of filing of such documents.

You may request a copy of these filings, at no cost, by writing or telephoning Citigroup at the following address:

Citigroup Document Services

540 Crosspoint Parkway

Getzville, NY 14068

(716) 730-8055 (tel.)

(877) 936-2737 (toll free)

CITIGROUP INC.

Citigroup is a global diversified financial services holding company whose businesses provide a broad range of financial products and services to consumers, corporations, governments and institutions. Citigroup has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup’s activities are conducted through the Regional Consumer Banking, Institutional Clients Group, Citi Holdings and Corporate/Other business segments. Its businesses conduct their activities across the North America, Latin America, Asia and Europe, Middle East and Africa regions. Citigroup’s principal subsidiaries are Citibank, N.A., Citigroup Global Markets Inc. and Grupo Financiero Banamex, S.A. de C.V., each of which is a wholly owned, indirect subsidiary of Citigroup. Citigroup was incorporated in 1988 under the laws of the State of Delaware as a corporation with perpetual duration.

Citigroup is a holding company and services its obligations primarily by earnings from its operating subsidiaries. However, Citigroup may augment, and during the recent financial crisis did augment, its capital through issuances of common stock, convertible preferred stock, preferred stock, equity issued through awards under employee benefits plans, and, in the case of regulatory capital, through the issuance of subordinated debt underlying trust preferred securities. Citigroup’s subsidiaries that operate in the banking and securities businesses can only pay dividends if they are in compliance with the applicable regulatory requirements imposed on them by federal and state bank regulatory authorities and securities regulators. Citigroup’s ability to pay dividends is currently restricted due to its agreements with the U.S. government, generally for so long as the U.S. government continues to hold Citi’s trust preferred securities. Citigroup’s subsidiaries may be party to credit agreements that also may restrict their ability to pay dividends. Citigroup currently believes that none of these regulatory or contractual restrictions on the ability of its subsidiaries to pay dividends will affect Citigroup’s ability to service its own debt. Citigroup must also maintain the required capital levels of a bank holding company before it may pay dividends on its stock.

Under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), a bank holding company is expected to act as a source of financial strength for its subsidiary banks. As a result of this regulatory policy, the Federal Reserve might require Citigroup to commit resources to its subsidiary banks when doing so is not otherwise in the interests of Citigroup or its shareholders or creditors.

Citigroup’s principal office is located at 399 Park Avenue, New York, New York 10022, and its telephone number is (212) 559-1000.

SELLING SECURITYHOLDER

The United States Department of the Treasury (“Treasury” or the “Selling Securityholder”) acquired the subordinated notes offered by this prospectus from Citigroup in connection with Citigroup’s participation in a loss-sharing arrangement pursuant to a master agreement entered into with Treasury, the Federal Deposit Insurance Corporation (the “FDIC”) and the Board of Governors of the Federal Reserve System on January 15, 2009 (as amended, the “Master Agreement”) related to a pool of $301 billion of assets. Citigroup issued to Treasury $4.034 billion of its perpetual preferred stock as consideration for the loss-sharing protection provided by Treasury and $3.025 billion of its perpetual preferred stock to the FDIC as consideration for the loss-sharing protection provided by the FDIC. Treasury’s and the FDIC’s perpetual preferred stock was exchanged for capital securities issued by Citigroup Capital XXXIII on July 30, 2009 (the “Capital XXXIII Capital Securities”). On December 23, 2009, as part of the repayment by Citigroup of funds invested by Treasury as part of TARP and an agreement to terminate the Master Agreement (the “Termination Agreement”), Treasury cancelled $1.8 billion of the $4.034 billion Capital XXXIII Capital Securities it held, and the FDIC agreed to transfer an additional $800 million of its remaining Capital XXXIII Capital Securities to Treasury upon the maturity of, and after deducting any losses from, Citigroup debt issued under the FDIC’s Temporary Liquidity Guarantee Program (the “TLGP”). The remaining $2.234 billion Capital XXXIII Capital Securities held by Treasury were exchanged on September 29, 2010 for 89,840,000 7.875% Fixed Rate/Floating Rate Trust Preferred Securities with an aggregate liquidation amount equal to $2,246,000,000 which were sold pursuant to an underwritten offering in the U.S. institutional and retail fixed income markets. On December 28, 2012, the final series of Citigroup debt issued under the TLGP matured, and the FDIC transferred $800,000,000 Capital XXXIII Capital Securities to Treasury. Pursuant to the terms of an exchange agreement between Treasury and Citigroup, dated February 4, 2013 (the “Exchange Agreement”), the Selling Securityholder exchanged all of its Capital XXXIII Capital Securities for $ ,000,000 aggregate principal amount of % Subordinated Notes due , 202 issued by Citigroup (the “subordinated notes”). The exchange took place, and the subordinated notes were issued to the Selling Securityholder, on February 4, 2013.

The following description of the Selling Securityholder was provided by Treasury and derived from Treasury’s website. Treasury is the executive agency of the U.S. government responsible for promoting economic prosperity and ensuring the financial security of the United States. Treasury is responsible for a wide range of activities, such as advising the President on economic and financial issues, encouraging sustainable economic growth and fostering improved governance in financial institutions. Treasury operates and maintains systems that are critical to the nation’s financial infrastructure, such as the production of coin and currency, the disbursement of payments to the American public, revenue collection and the borrowing of funds necessary to run the federal government. Treasury works with other federal agencies, foreign governments and international financial institutions to encourage global economic growth, raise standards of living and, to the extent possible, predict and prevent economic and financial crises. Treasury also performs a critical and far-reaching role in enhancing national security by implementing economic sanctions against foreign threats to the United States, identifying and targeting the financial support networks of national security threats and improving the safeguards of our financial systems. In addition, under EESA, Treasury was given certain authority and facilities to restore the liquidity and stability of the financial system.

The following table provides information regarding the beneficial ownership of the subordinated notes by the Selling Securityholder, as of the date hereof. The number of subordinated notes set forth in the table below represents all subordinated notes owned by the Selling Securityholder.


Selling Securityholder	Aggregate Principal Amount of Subordinated Notes Beneficially Owned Prior to the Offering		Aggregate Principal Amount of Subordinated Notes Being Offered		Aggregate Principal Amount of Subordinated Notes Beneficially Owned After the Offering
United States Department of the Treasury	$	,000,000	$	,000,000	$	0

Citigroup’s operations are regulated by various U.S. governmental authorities, including in certain respects, by Treasury. Additionally, Treasury has, within the past three years, owned shares of Citigroup common stock, warrants to purchase shares of Citigroup common stock, and additional Capital XXXIII Capital Securities, all of which have been sold in prior transactions. Under an agreement with Treasury, Citigroup has agreed to reimburse certain expenses and indemnify Treasury for certain liabilities in connection with this offering, including any liabilities under the Securities Act.

Governmental Immunity

The doctrine of sovereign immunity, as limited by the FTCA, provides that claims may not be brought against the United States or any agency or instrumentality thereof unless specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. The courts have held, in cases involving federal agencies and instrumentalities, that the United States may assert its sovereign immunity to claims brought under the federal securities laws. Thus, any attempt to assert a claim against Treasury alleging a violation of the federal securities laws, including the Securities Act and the Exchange Act, resulting from an alleged material misstatement in or material omission from this prospectus or the registration statement of which this prospectus is a part, or any other act or omission in connection with the offering by Treasury to which this prospectus relates, likely would be barred. In addition, Treasury has advised us that Treasury and its members, officers, agents and employees are exempt from liability for any violation or alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act by virtue of Section 3(c) thereof. Accordingly, any attempt to assert such a claim against the members, officers, agents or employees of Treasury for a violation of the Securities Act or the Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus or the registration statement of which this prospectus is a part or resulting from any other act or omission in connection with the offering of the subordinated notes likely would be barred.

USE OF PROCEEDS

Citigroup will not receive any proceeds from the sale of the subordinated notes by the Selling Securityholder.

Citigroup expects to incur additional indebtedness in the future. Citigroup or one of its subsidiaries may enter into a swap agreement in connection with the sale of the subordinated notes and may earn income from that transaction.

DESCRIPTION OF THE SUBORDINATED NOTES

Set forth below is a description of the specific terms of the subordinated notes. The following description is not intended to be complete and is qualified by the indenture, dated as of April 12, 2001, as amended, between Citigroup and The Bank of New York Mellon, as successor trustee to Bank One Trust Company, N.A., which is filed as an exhibit to the registration statement of which this prospectus forms a part, and by the Trust Indenture Act of 1939, as amended. So that you may easily locate the more detailed provisions of the indenture, the numbers in parentheses below refer to sections in the indenture. Additionally, wherever particular sections or defined terms of the indenture are referred to, such sections or defined terms are incorporated herein by reference as part of the statement made, and the statement is qualified in its entirety by such reference.

General

The subordinated notes offered by this prospectus are a series of subordinated notes issued under Citigroup’s subordinated debt indenture. The notes will initially be limited to an aggregate principal amount of $ .

The subordinated notes will be issued only in fully registered form without coupons, in denominations of $1,000 and whole multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether currently existing or hereafter created, other than subordinated indebtedness that is designated as junior to the subordinated notes.

Citigroup may, without notice to or consent of the holders or beneficial owners of the subordinated notes, issue additional notes having the same ranking, interest rate, maturity and other terms as the subordinated notes. Any such additional notes issued could be considered part of the same series of notes under the indenture as the subordinated notes.

The subordinated notes will be issued on February , 2013. The subordinated notes will bear interest at a fixed rate of % per annum. Interest will accrue on the subordinated notes from February , 2013 and will be payable semi-annually on the day of each and , beginning on , 2013. Interest will be calculated and paid as described in “— Payments of Principal and Interest” in this prospectus. The subordinated notes may be redeemed in whole, but not in part, at any time if changes involving United States taxation occur which could require Citigroup to pay additional amounts, as described under “— Payment of Additional Amounts” and “— Redemption for Tax Purposes” in this prospectus.

The subordinated notes will rank subordinate and junior in right of payment to Citigroup’s senior indebtedness, as described in “— Subordination” in this prospectus. On a consolidated basis, the aggregate principal amount of senior indebtedness of Citigroup outstanding as of December 31, 2012 was approximately $253.7 billion. This senior indebtedness consisted of approximately $201.7 billion of long-term debt, approximately $11.5 billion of commercial paper and approximately $40.6 billion of other short-term borrowings.

Because Citigroup is a holding company, the claims of creditors of Citigroup’s subsidiaries will have a priority over Citigroup’s equity rights and the rights of Citigroup’s creditors, including the holders of the subordinated notes, to participate in the assets of the subsidiary upon the subsidiary’s liquidation. The subordinated notes are not subject to any sinking fund.

Payments of Principal and Interest

The subordinated notes will bear interest at an annual rate of %, payable semi-annually in arrears on and of each year, beginning on , 2013, and at maturity. Each date on which interest is payable is called an “interest payment date.” Interest will accrue from, and including, an interest payment date, or February , 2013 in the case of the first interest period, to but excluding the next following interest payment date, or the maturity date in the case of the last interest period. If an interest payment date falls on a day that is not a Business Day, the payment due on such interest payment date will be postponed to the next succeeding Business Day, and no further interest will accrue in respect of such postponement. Interest on the subordinated

notes will be computed on the basis of a 360-day year comprised of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. All payments of interest on the subordinated notes will be made to the persons in whose names the subordinated notes are registered at the close of business on the Business Day preceding an interest payment date. In the event the subordinated notes do not continue to remain in book-entry only form, Citigroup shall have the right to select record dates, which shall be more than 14 days but less than 60 days prior to an interest payment date. “Business Day” means any day on which commercial banks settle payments and are open for general business in New York, New York.

If a date for payment of interest or principal on the subordinated notes falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest. Payments of principal and interest on the subordinated notes will be made as described under “— Book-Entry Procedures and Settlement” in this prospectus.

Optional Redemption

Citigroup has the right to redeem the subordinated notes in whole, but not in part, at any time if changes involving United States taxation occur which could require Citigroup to pay additional amounts, as described under “— Payment of Additional Amounts” and “— Redemption for Tax Purposes” in this prospectus, upon not less than 30 nor more than 60 days’ notice. The redemption price will be equal to 100% of the aggregate principal amount of the subordinated notes being redeemed plus accrued and unpaid interest, including any additional interest (as described under “— Payment of Additional Amounts — Obligation to Pay Additional Amounts” in this prospectus), to the redemption date.

Any early redemption of the subordinated notes will be subject to receipt of any required approval of the Board of Governors of the Federal Reserve or the governmental agency with primary oversight of regulatory capital for Citigroup (the “Capital Regulator”).

Payment of Additional Amounts

Obligation to Pay Additional Amounts

Citigroup will pay additional amounts to the beneficial owner of any subordinated note that is a non-United States person in order to ensure that every net payment on such subordinate note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a “net payment” on a subordinated note means a payment by Citigroup or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These additional amounts will constitute additional interest on the subordinated notes.

Exceptions

Citigroup will not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (14) below.

(1)

•

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

•

having had such a relationship in the past; or

•

being considered as having had such a relationship.

(2)

•

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

•

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

•

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

(3)

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

•

personal holding company;

•

foreign private foundation or other foreign tax-exempt organization;

•

passive foreign investment company;

•

controlled foreign corporation; or

•

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

(4)

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

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

(5)

Additional amounts will not be payable to any beneficial owner of a subordinated note that is a:

•

fiduciary;

•

partnership;

•

limited liability company; or

•

other fiscally transparent entity

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

(6)

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

(7)

Additional amounts will not be payable if a payment on a subordinated note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a subordinated note by Citigroup or a paying agent.

(8)

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

(9)

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

(10)

Additional amounts will not be payable if a payment on a subordinated note is reduced as a result of any:

•

estate tax;

•

inheritance tax;

•

gift tax;

•

sales tax;

•

excise tax;

•

transfer tax;

•

wealth tax;

•

personal property tax; or

•

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

(11)

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

(12)

Additional amounts will not be payable if a payment on a subordinated note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive. See “— EU Directive on the Taxation of Savings Income” below.

(13)

Additional amounts will not be payable if a payment on a subordinated note is reduced as a result of any withholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner of a subordinated note (or any financial institution through which the holder or beneficial owner holds the subordinated note or through which payment on the subordinated note is made) to take any action (including entering into an agreement with the Internal Revenue Service, or a governmental authority of another jurisdiction if the holder is entitled to the benefits of an intergovernmental agreement between that jurisdiction and the United States) or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution), or concerning ownership of the holder or beneficial owner, or any substantially similar requirement or agreement.

(14)

Additional amounts will not be payable if a payment on a subordinated note is reduced as a result of any combination of items (1) through (13) above.

Except as specifically provided in this section (“— Payment of Additional Amounts”) and under “— Redemption for Tax Purposes” below, Citigroup will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government.

Relevant Definitions

As used in this prospectus, “United States person” means:

•

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

•

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

•

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

•

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

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

Redemption for Tax Purposes

Redemption Circumstances

There are two sets of circumstances in which Citigroup may redeem the subordinated notes in connection with changes involving United States taxation:

(1)

Citigroup may redeem the subordinated notes if:

•

Citigroup becomes or will become obligated to pay additional amounts as described under “— Payment of Additional Amounts” above;

•

the obligation to pay additional amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after the date of the final prospectus relating to the original issuance of the subordinated notes; and

•

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

(2)

Citigroup may also redeem the subordinated notes if:

•

any act is taken by a taxing authority of the United States on or after the date of the final prospectus relating to the original issuance of the subordinated notes, whether or not such act is taken in relation to Citigroup or any subsidiary, that results in a substantial probability that Citigroup will or may be required to pay additional amounts as described under “— Payment of Additional Amounts” above;

•

Citigroup receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that Citigroup will or may be required to pay the additional amounts described under “— Payment of Additional Amounts” above, and delivers to the trustee a certificate, signed by a duly authorized officer, stating that based on such opinion Citigroup is entitled to redeem the subordinated notes pursuant to their terms.

Subordination

The subordinated notes will be issued under the indenture, will be unsecured obligations of Citigroup, will rank subordinated and junior in right of payment, to the extent set forth in the indenture, to all “Senior Indebtedness” (as defined below) of Citigroup and will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether existing at the time of issuance or created thereafter, other than subordinated indebtedness which is designated as junior to the subordinated notes.

If Citigroup defaults in the payment of any principal of, or premium, if any, or interest on any Senior Indebtedness when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, Citigroup cannot make a payment on account of or redeem or otherwise acquire the subordinated notes. Nevertheless, holders of subordinated notes may still receive and retain:

•

securities of Citigroup or any other corporation provided for by a plan of reorganization or readjustment that are subordinate, at least to the same extent that the subordinated notes are subordinate to Senior Indebtedness; and

•

payments made from a defeasance trust as described below.

If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to Citigroup, its creditors or its property, then all Senior Indebtedness must be paid in full before any payment may be made to any holders of subordinated notes. Holders of subordinated notes must return and deliver any payments received by them, other than in a plan of reorganization or through a defeasance trust as described below, directly to the holders of Senior Indebtedness until all Senior Indebtedness is paid in full. ( Section 14.01 ).

In addition, the subordinated notes may be fully subordinated to interests held by the U.S. government in the event of a receivership, insolvency or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

“Senior Indebtedness” means:

(1)

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 Citigroup, including all indebtedness (whether now or hereafter outstanding) issued under an indenture dated March 15, 1987, between Citigroup and The Bank of New York Mellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time;

(2)

all capital lease obligations of Citigroup;

(3)

all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale obligations of Citigroup and all obligations of Citigroup under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

(4)

all obligations, contingent or otherwise, of Citigroup in respect of any letters of credit, bankers acceptances, security purchase facilities or similar credit transactions;

(5)

all obligations of Citigroup in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts or other similar agreements;

(6)

all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment which Citigroup is responsible or liable as obligor, guarantor or otherwise; and

(7)

all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any lien on any property or asset of Citigroup, whether or not such obligation is assumed by Citigroup;

except that Senior Indebtedness does not include:

(A) any other indebtedness issued under the indenture;

(B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of October 7, 1996, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, as the same has been or may be amended, modified, or supplemented from time to time, (ii) the indenture, dated as of July 23, 2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank , as trustee, as the same has been or may be amended, modified, or supplemented from time to time, and (iii) the indenture, dated as of July 30, 2009,

between Citigroup and The Bank of New York Mellon, as trustee, as the same has been or may be amended, modified, or supplemented from time to time (collectively, the “junior subordinated debt indentures”);

(C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of June 30, 2006, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., as trustee, as the same has been or may be amended, modified, or supplemented from time to time; (ii) the indenture, dated as of September 15, 2006, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., as the same has been or may be amended, modified, or supplemented from time to time; and (iii) the indenture, dated as of June 28, 2007, between Citigroup and The Bank of New York Mellon (formerly The Bank of New York), as trustee, as the same has been or may be amended, modified, or supplemented from time to time (collectively, the “junior junior subordinated debt indentures”);

(D) any guarantee in respect of any preferred securities, capital securities or preference stock of a Citigroup Trust;

(E) any indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the subordinated notes and the issuance of which (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of New York or the staff of the Board of Governors of the Federal Reserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2 capital treatment (irrespective of any limits on the amount of Citigroup’s Tier 2 capital) under the applicable capital adequacy guidelines, regulations, policies or published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or approval of the Federal Reserve Bank of New York or its staff.

“Citigroup Trust” means each of Citigroup Capital III, Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup Capital XIII, Citigroup Capital XIV, Citigroup Capital XV, Citigroup Capital XVI, Citigroup Capital XVII, Citigroup Capital XVIII and Citigroup Capital XXXIII, each a Delaware statutory trust, or any other similar trust created for the purpose of issuing preferred securities in connection with the issuances of junior subordinated notes under the junior subordinated debt indentures or the junior junior subordinated debt indentures.

Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

Covenants

Limitations on Mergers and Sales of Assets. The indenture provides that Citigroup will not merge or consolidate with another corporation or sell other than for cash or lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation unless:

•

either (1) Citigroup is the continuing corporation, or (2) the successor corporation, if other than Citigroup, expressly assumes by supplemental indenture the obligations evidenced by the securities issued pursuant to the indenture; and

•

immediately after the transaction, there would not be any default in the performance of any covenant or condition of the indenture ( Section 15.01 ).

Limitations on Future Issuances of Subordinated Debt Securities Under the Indenture. The indenture provides that any subordinated debt securities issued under the indenture shall either (x) be issued with the concurrence or approval of the staff of the Federal Reserve Bank of New York or the staff of the Federal Reserve System or (y) qualify at the time of issuance for Tier 2 capital treatment (irrespective of any limits on the amount of Citigroup’s Tier 2 capital) under the applicable capital adequacy guidelines regulations, policies or published interpretations of the Federal Reserve System.

Other than the restrictions described above, the indenture does not contain any covenants or provisions that would protect holders of the subordinated notes in the event of a highly leveraged transaction.

Modification of the Indenture

Under the indenture, Citigroup and the trustee can enter into supplemental indentures to establish the form and terms of any series of subordinated debt securities without obtaining the consent of any holder of subordinated notes.

Citigroup and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of subordinated debt securities, modify the indenture or the rights of the holders of the subordinated debt securities to be affected.

No such modification may, without the consent of the holder of each security so affected:

•

change the fixed maturity of any such securities;

•

reduce the rate of interest on such securities;

•

reduce the principal amount of such securities or the premium, if any, on such securities;

•

reduce the amount of the principal of any securities issued originally at a discount;

•

change the currency in which any such securities are payable; or

•

impair the right to sue for the enforcement of any such payment on or after the maturity of such securities.

In addition, no such modification may:

•

reduce the percentage of securities referred to above whose holders need to consent to the modification without the consent of such holders;

•

modify the subordination of the subordinated notes issued under that indenture in a manner adverse to the holders of the subordinated notes; or

•

change, without the written consent of the trustee, the rights, duties or immunities of the trustee (Sections 13.01 and 13.02) .

Events of Default and Defaults

Defaults under the indenture are:

•

failure to pay required interest on any subordinated debt securities of such series for 30 days;

•

failure to pay principal, other than a scheduled installment payment to a sinking fund or premium, if any, on any subordinated debt securities of such series when due;

•

failure to make any required scheduled installment payment to a sinking fund for 30 days on subordinated debt securities of such series;

•

failure to perform for 90 days after notice any other covenant in the indenture other than a covenant included in the indenture solely for the benefit of a series of subordinated debt securities other than such series; and

•

certain events of bankruptcy or insolvency, whether voluntary or not ( Section 6.07 ).

The only events of default specified in the indenture are events of insolvency or bankruptcy, whether voluntary or not. There is no event of default, and accordingly there is no right of acceleration, in the case of a default in the payment of principal of, premium, if any, or interest on, the subordinated notes, the performance of any other covenant of Citigroup in the indenture or any other default that is not also an event of default ( Sections 6.01 and 6.02 ).

If an event of default regarding subordinated debt securities of any series issued under the indenture should occur and be continuing, either the trustee or the holders of 25% in the principal amount of outstanding subordinated debt securities of such series may declare each subordinated debt security of that series due and payable ( Section 6.02 ). Citigroup is required to file annually with the trustee a statement of an officer as to the

fulfillment by Citigroup of its obligations under the indenture during the preceding year ( Section 5.04 )

No event of default regarding one series of subordinated debt securities issued under the indenture is necessarily an event of default regarding any other series of subordinated debt securities ( Sections 6.01 and 6.02) .

Holders of a majority in principal amount of the outstanding subordinated notes will be entitled to control certain actions of the trustee under the indenture and to waive past defaults regarding such series ( Sections 6.02 and 6.06 ). The trustee generally will not be under any obligation to act at the request, order or direction of any of the holders of subordinated notes, unless one or more of such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it ( Section 10.01 ).

If an event of default occurs regarding the subordinated notes, the trustee may use any sums that it collects under the indenture for its own reasonable compensation and expenses incurred prior to paying the holders of the subordinated notes. ( Section 6.05 ).

Before any holder of the subordinated notes may institute action for any remedy, except payment on such holder’s subordinated note when due, the holders of not less than 25% in principal amount of the subordinated notes outstanding must request the trustee to take action. Holders must also offer security and indemnity reasonably satisfactory to the trustee against liabilities incurred by the trustee for taking such action ( Section 6.07 ).

Defeasance

After Citigroup has deposited with the trustee cash or U.S. government securities in trust for the benefit of the holders sufficient to pay the principal of, premium, if any, and interest on the subordinated notes when due, then Citigroup, at its option:

•

will be deemed to have paid and satisfied its obligations on all outstanding subordinated notes, which is known as “defeasance and discharge”; or

•

will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on the subordinated notes, which is known as “covenant defeasance.”

In the case of covenant defeasance, Citigroup must also deliver to the trustee an opinion of counsel to the effect that the holders of the subordinated notes will have no United States federal income tax consequences as a result of such deposit.

When there is a defeasance and discharge, (1) the indenture will no longer govern the subordinated notes, (2) Citigroup will no longer be liable for payment and (3) the holders of the subordinated notes will be entitled only to the deposited funds. When there is a covenant defeasance, however, Citigroup will continue to be obligated to make payments when due if the deposited funds are not sufficient. ( Sections 11.01, 11.02, 11.03, 11.04 and 11.05 ).

The obligations and rights under the indenture regarding compensation, reimbursement and indemnification of the trustee, optional redemption, mandatory and optional scheduled installment payments, if any, registration of transfer and exchange of the subordinated notes, replacement of mutilated, destroyed, lost or stolen notes and certain other administrative provisions will continue even if Citigroup exercises its defeasance and discharge or covenant defeasance options.

Concerning the Trustee

Citigroup has had and may continue to have banking relationships with the trustee in the ordinary course of business.

Listing

Application will be made to list and trade the subordinated notes on the regulated market of the Luxembourg Stock Exchange.

Book-Entry Procedures and Settlement

The subordinated debt will be issued under a book-entry system in the form of one or more global securities. Citigroup will register the global securities in the name of a depositary or its nominee and deposit the global securities with that depositary. The Depository Trust Company, New York, New York, or DTC, will be the depositary for the subordinated notes.

Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the subordinated notes upon Citigroup’s instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global security, Citigroup and the relevant trustee will treat the depositary as the sole owner or holder of the subordinated notes for purposes of the indenture. Therefore, except as set forth below, you will not be entitled to have subordinated notes registered in your name or to receive physical delivery of certificates representing the subordinated notes. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the indenture. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

You may elect to hold interests in the global securities either in the United States through DTC or outside the United States through Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, (“Euroclear”) if you are a participant of such system, or indirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participant’s customers’ securities accounts.

As long as the subordinated notes are represented by the global securities, we will pay principal of and interest and premium, if any, on those securities to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately available funds by wire transfer. DTC, Clearstream or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date. Neither we nor the relevant trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants.

Settlement

You will be required to make your initial payment for the subordinated notes in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities in DTC, and making or receiving

payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of subordinated notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such subordinated notes settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of subordinated notes by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of subordinated notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Definitive Notes and Paying Agents

A beneficial owner of book-entry securities represented by a global security may exchange the securities for definitive (paper) securities only if:

(a)

the depositary is unwilling or unable to continue as depositary for such global security and Citigroup is unable to find a qualified replacement for the depositary within 90 days;

(b)

at any time the depositary ceases to be a clearing agency registered under the Exchange Act; or

(c)

Citigroup in its sole discretion decides to allow some or all book-entry securities to be exchangeable for definitive securities in registered form.

Any global security that is exchangeable will be exchangeable in whole for definitive securities in registered form, with the same terms and of an equal aggregate principal amount, in denominations of $1,000 and whole multiples of $1,000. Definitive notes will be registered in the name or names of the person or persons specified by the depositary in a written instruction to the registrar of the securities. The Depositary may base its written instruction upon directions it receives from its participants.

If any of the events described above occurs, then the beneficial owners will be notified through the chain of intermediaries that definitive debt securities are available and notice will be published as described under “—Notices” below. Beneficial owners of book-entry subordinated notes will then be entitled (1) to receive physical delivery in certificated form of definitive subordinated notes equal in principal amount to their beneficial interest and (2) to have the definitive subordinated notes registered in their names. Thereafter, the holders of the definitive subordinated notes will be recognized as the “holders” of the debt securities under the indenture.

The indenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive notes, so long as the applicant furnishes to Citigroup and the trustee such security or indemnity and such evidence of ownership as they may require.

In the event definitive subordinated notes are issued, the holders of definitive subordinated notes will be able to receive payments of principal and interest on their subordinated notes at the office of Citigroup’s paying agent maintained in the Borough of Manhattan and, if the definitive subordinated notes are listed on the Luxembourg Stock Exchange, at the offices of the paying agent in Luxembourg. Payment of principal of a definitive subordinated note may be made only against surrender of the note to one of Citigroup’s paying agents. Citigroup also has the option of making payments of interest by mailing checks to the registered holders of the subordinated notes. Citigroup’s paying agent in the Borough of Manhattan will be the corporate trust office of Citibank, N.A., located at 388 Greenwich Street, 14th Floor, New York, New York 10013. Citigroup’s paying agent and transfer agent in Luxembourg is Banque Internationale à Luxembourg, currently located at 69, route d’Esch, L-2953 Luxembourg. As long as the subordinated notes are listed on the Luxembourg Stock Exchange

and the rules of that exchange so require, Citigroup will maintain a paying agent and transfer agent in Luxembourg. Any change in the Luxembourg paying agent and transfer agent will be published in London and Luxembourg. See “— Notices” below.

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

Notices

So long as the global securities are held on behalf of DTC or any other clearing system, notices to holders of securities represented by a beneficial interest in the global securities may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be. In addition, so long as the securities are listed on the Luxembourg Stock Exchange, notices will also be made by publication in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort . Any notice will be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication.

Governing Law

The subordinated notes for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

Unclaimed Funds

All funds deposited with the trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the subordinated notes that remain unclaimed for two years after the maturity date of the subordinated notes will be repaid to Citigroup upon its request. Thereafter, any right of any noteholder to such funds shall be enforceable only against Citigroup, and the trustee and paying agents will have no liability therefor.

Prescription

Under New York’s statute of limitations, any legal action to enforce Citigroup’s payment obligations evidenced by the subordinated notes must be commenced within six years after payment is due. Thereafter Citigroup’s payment obligations will generally become unenforceable.

EU Directive on the Taxation of Savings Income

As of the date of this prospectus, under the European Council Directive 2003/48/EC on the taxation of savings income, Member States of the European Union are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and

territories have agreed to adopt similar measures (some of which involve a withholding system). As indicated under “— Payment of Additional Amounts — Exceptions” above, no additional amounts will be payable with respect to a subordinated note if a payment on a subordinated note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, any such directive. Holders should consult their tax advisers regarding the implications of the directive in their particular circumstances.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Introduction

The following is a general summary of United States federal income tax considerations that may be relevant to a beneficial owner of a subordinated note. The summary is based on:

•

laws;

•

regulations;

•

rulings; and

•

decisions now in effect,

all of which may change, possibly with retroactive effect. This summary deals only with beneficial owners that will hold subordinated notes as capital assets. This summary does not address all of the United States federal income tax considerations that may be relevant to a beneficial owner of subordinated notes. For example, this summary does not address tax considerations applicable to investors to whom special tax rules may apply, including:

•

banks or other financial institutions;

•

tax-exempt entities;

•

insurance companies;

•

regulated investment companies;

•

common trust funds;

•

entities that are treated for United States federal income tax purposes as partnerships or other pass-through entities;

•

controlled foreign corporations;

•

dealers in securities;

•

traders in securities who elect to mark their securities to market;

•

persons that will hold subordinated notes as a hedge or in order to hedge against currency risk or as a part of an integrated investment, including a “straddle” or “conversion transaction”, comprised of a subordinated note and one or more other positions; or

•

United States holders (as defined below) that have a functional currency other than the U.S. dollar.

Prospective investors should consult their tax advisors in determining the tax consequences to them of purchasing, holding, and disposing of the subordinated notes, including the application to their particular situation of the United States federal income tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

As used in this summary, the term “United States holder” means a beneficial owner of a subordinated note who is a United States person. The term “non-United States holder” means a beneficial owner of a subordinated note who is not a United States holder.

United States Holders

Payments of Interest

Payments of stated interest on a subordinated note will be taxable to a United States holder as ordinary interest income at the time that such payments are accrued or are received, in accordance with the United States holder’s method of tax accounting.

A subordinated note will be issued with original issue discount (“OID”) for United States federal income tax purposes if the excess of the subordinated note’s stated principal amount over the subordinated note’s issue price is equal to or greater than a statutory de minimis amount (generally, 1/4 of 1 percent of the subordinated note’s principal amount multiplied by the number of complete years from its issue date to its maturity). In the event the subordinated notes are issued with OID, a United States holder would generally be required to include such OID in gross income (as ordinary income) for United States federal income tax purposes as the OID accrues under a constant yield accrual method, regardless of the United States holder’s regular method of tax accounting. As a result, United States holders generally would include any OID in income in advance of the receipt of cash attributable to such income. It is anticipated that the subordinated notes will not be issued with OID for United States federal income tax purposes.

Purchase, Sale and Retirement of Notes

A United States holder’s tax basis in a subordinated note generally will equal the cost of such subordinated note to such holder

•

increased by any amounts includible in income by the holder as market discount (as described below); and

•

reduced by any amortized premium (as described below) made on such subordinated note.

Upon the sale, exchange, retirement or other taxable disposition (collectively, a “disposition”) of a subordinated note, a United States holder generally will recognize gain or loss equal to the difference between (i) the amount realized on the disposition, less any amounts attributable to accrued interest, which will be taxable as ordinary income in the manner described above under “Payments of Interest,” and (ii) the United States holder’s tax basis in such subordinated note.

Except as discussed below in connection with market discount, gain or loss recognized by a United States holder on the disposition of a subordinated note will be capital gain or loss, and will be long term capital gain or loss if the United States holder has held the subordinated note for more than one year at the time of such disposition. Long term capital gains of an individual United States holder are generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Market Discount

If a United States holder purchases a subordinated note for an amount that is less than the subordinated note’s principal amount by more than a de minimis amount, the subordinated note will be considered to have market discount. Any gain recognized by the United States holder on the disposition of subordinated notes having market discount generally will be treated as ordinary income to the extent of the market discount that accrued on the subordinated note while held by such United States holder.

Alternatively, the United States holder may elect to include market discount in income currently over the life of the subordinated note. Such an election will apply to market discount debt securities acquired by the United States holder on or after the first day of the first taxable year to which such election applies and is revocable only with the consent of the Internal Revenue Service (“IRS”). Market discount will accrue on a straight-line basis unless the United States holder elects to accrue the market discount on a constant-yield method. Such an election will apply to the subordinated note to which it is made and is irrevocable. Unless the United States holder elects to include market discount in income on a current basis, as described above, the United States holder could be required to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the subordinated note.

Subordinated Notes Purchased at a Premium

A United States holder that purchases a subordinated note for an amount in excess of its principal amount will be considered to have purchased the subordinated note at a premium. Such holder may elect to amortize such premium, as an offset to interest income, using a constant-yield method, over the remaining term of the subordinated note. Such election, once made, generally applies to all debt instruments held by the United States holder at the beginning of the first taxable year to which the election applies and to all debt instruments subsequently acquired by the United States holder. Such election may be revoked only with the consent of the IRS. A United States holder that elects to amortize such premium must reduce its tax basis in a subordinated note by the amount of the premium amortized during its holding period. For a United States holder that does not elect to amortize bond premium, the amount of such premium will be included in the United States holder’s tax basis when the subordinated note matures or is disposed of by the United States holder. Therefore, a United States holder that does not elect to amortize premium and holds the subordinated note to maturity will generally be required to treat the premium as capital loss when the subordinated note matures.

Information Reporting and Backup Withholding

Information returns may be required to be filed with the IRS relating to payments made to particular United States holders of subordinated notes. In addition, United States holders may be subject to a backup withholding tax on such payments if they do not provide their taxpayer identification numbers in the manner required, fail to certify that they are not subject to backup withholding tax, or otherwise fail to comply with applicable backup withholding tax rules. United States holders may also be subject to information reporting and backup withholding tax with respect to the proceeds from a disposition of the subordinated notes. Any amounts withheld under the backup withholding rules will be allowed as a credit against the United States holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.

Non-United States Holders

Under current United States federal income tax law:

•

withholding of United States federal income tax will not apply to a payment on a subordinated note to a non-United States holder, provided that,

(1)

the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Citigroup entitled to vote and is not a controlled foreign corporation related to Citigroup through stock ownership;

(2)

the beneficial owner provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a non-United States holder in compliance with applicable requirements; and

(3)

neither Citigroup nor its paying agent has actual knowledge or reason to know that the beneficial owner of the subordinated note is a United States holder.

•

withholding of United States federal income tax will generally not apply to any gain realized on the disposition of a subordinated note.

Despite the above, if a non-United States holder is engaged in a trade or business in the United States (and, if certain tax treaties apply, the non-United States holder maintains a permanent establishment within the United States) and the interest on the subordinated notes is effectively connected with the conduct of that trade or business (and, if certain tax treaties apply, attributable to that permanent establishment), such non-United States holder will be subject to United States federal income tax on the interest on a net income basis in the same manner as if such non-United States holder were a United States holder. In addition, a non-United States holder that is a foreign corporation engaged in a trade or business in the United States may be subject to a 30% (or, such lower rates if certain tax treaties apply) branch profits tax.

Any gain realized on the disposition of a subordinated note generally will not be subject to United States federal income tax unless:

•

that gain is effectively connected with the non-United States holder’s conduct of a trade or business in the United States (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the non-United States holder within the United States); or

•

the non-United States holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

In general, backup withholding and information reporting will not apply to a payment of interest on a subordinated note to a non-United States holder, or to proceeds from the disposition of a subordinated note by a non-United States holder, in each case, if the holder certifies under penalties of perjury that it is a non-United States holder and neither Citigroup nor its paying agent has actual knowledge, or reason to know, to the contrary. Any amounts withheld under the backup withholding rules will be refunded or credited against the non-United States holder’s United States federal income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, if a subordinated note is not held through a qualified intermediary, the amount of payments made on such subordinated note, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the ERISA plan’s particular circumstances before authorizing an investment in the subordinated notes. Among other factors, the fiduciary should consider whether such an investment is in accordance with the documents governing the ERISA plan and whether the investment is appropriate for the ERISA plan in view of its overall investment policy and diversification of its portfolio.

Certain provisions of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), prohibit employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, plans described in Section 4975(e)(1) of the Code (including, without limitation, individual retirement accounts and Keogh plans), and entities whose underlying assets include plan assets by reason of a plan’s investment in such entities (including, without limitation, as applicable, insurance company general accounts) (collectively, “plans”), from engaging in certain transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan or entity. Governmental and other plans that are not subject to ERISA or to the Code may be subject to similar restrictions under state, federal or local law. Any employee benefit plan or other entity, to which such provisions of ERISA, the Code or similar law apply, proposing to acquire the subordinated notes should consult with its legal counsel.

Citigroup has subsidiaries, including insurance company subsidiaries and broker-dealer subsidiaries, that provide services to many employee benefit plans. Citigroup and any such direct or indirect subsidiary of Citigroup may each be considered a “party in interest” and a “disqualified person” to a large number of plans. A purchase of the subordinated notes by any such plan would be likely to result in a prohibited transaction between the plan and Citigroup.

Accordingly, subordinated notes may not be purchased, held or disposed of by any plan or any other person investing “plan assets” of any plan that is subject to the prohibited transaction rules of ERISA or Section 4975 of the Code or other similar law, unless one of the following exemptions (or a similar exemption or exception) applies to such purchase, holding and disposition:

•

Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code for transactions with certain service providers (the “Service Provider Exemption”),

•

Prohibited Transaction Class Exemption (“PTCE”) 96-23 for transactions determined by in-house asset managers,

•

PTCE 95-60 for transactions involving insurance company general accounts,

•

PTCE 91-38 for transactions involving bank collective investment funds,

•

PTCE 90-1 for transactions involving insurance company separate accounts, or

•

PTCE 84-14 for transactions determined by independent qualified professional asset managers.

Any purchaser of the subordinated debt or any interest therein will be deemed to have represented and warranted to Citigroup on each day including the date of its purchase of the subordinated debt through and including the date of disposition of the subordinated debt that either:

(a)

it is not a plan subject to Title I of ERISA or Section 4975 of the Code and is not purchasing such subordinated debt on behalf of, or with “plan assets” of, any such plan;

(b)

its purchase, holding and disposition of such subordinated debt are not and will not be prohibited because they are exempted by Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code or one or more of the following prohibited transaction exemptions: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14; or

(c)

it is a governmental plan (as defined in section 3 of ERISA) or other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code and its purchase, holding and disposition of such subordinated debt are not otherwise prohibited.

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is important that any person considering the purchase of the subordinated debt with plan assets consult with its counsel regarding the consequences under ERISA and the Code, or other similar law, of the acquisition and ownership of the subordinated debt and the availability of exemptive relief under the exemptions listed above.

UNDERWRITING

Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., ING Financial Markets LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and SMBC Nikko Capital Markets Limited are acting as joint lead managers for this offering and as representatives of the underwriters named below. The terms and conditions set forth in the underwriting agreement dated February , 2013 govern the sale and purchase of the subordinated notes. Each underwriter named below has severally agreed to purchase from the Selling Securityholder, and the Selling Securityholder has agreed to sell to such underwriter, the principal amount of subordinated notes set forth opposite the name of each underwriter.


Underwriter		Principal Amount of Subordinated Notes
Deutsche Bank Securities Inc.		$
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
UBS Securities LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
ING Financial Markets LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBS Securities Inc.
SMBC Nikko Capital Markets Limited

Total		$

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the subordinated notes are subject to the approval of legal matters by their counsel and to other conditions. The underwriters are committed to take and pay for all of the subordinated notes if any are taken. In the event of default by any underwriter, the underwriting agreement provides that, in certain circumstances, purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated. The underwriters are offering the subordinated notes subject to prior sale and their acceptance of the subordinated notes from Citigroup. The underwriters may reject any order in whole or in part.

The underwriters propose to offer the subordinated notes, in part, directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at the public offering price less a concession not in excess of % of the principal amount of the subordinated notes. The underwriters may allow, and such dealers may reallow, a concession to certain other dealers not in excess of % of the principal amount of the subordinated notes. After the public offering, the public offering price and the concessions to dealers may from time to time be varied by the representatives of the underwriters.

Underwriters, dealers and agents may be entitled, under agreements with Citigroup, to indemnification by Citigroup against liabilities relating to material misstatements and omissions.

The following table summarizes the commissions to be paid by Citigroup to the underwriters:


	Per Note	Total
Underwriting Commissions to be paid by Citigroup(1)	$	$
Proceeds to the Selling Securityholder(2)	$	$

(1)	Citigroup has agreed to pay all discounts, underwriting commissions, transfer taxes and transaction fees, if any, applicable to the sale of the subordinated notes and fees and disbursements of counsel for the Selling Securityholder incurred in connection with the sale.

(2)	Without deduction of any underwriting commissions.

Citigroup estimates that its total expenses for the offering, excluding underwriting commissions, will be approximately $175,000.

Delivery of the subordinated notes is expected to be made against payment therefor on or about February , 2013.

The subordinated notes have no established trading market. Citigroup will apply for listing and trading of the subordinated notes on the regulated market of the Luxembourg Stock Exchange. See “Description of Subordinated Notes — Listing” in this prospectus. Citigroup has been advised by the underwriters that they presently intend to make a market in the subordinated notes, as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the subordinated notes and may discontinue any market making at any time at their sole discretion. Accordingly, Citigroup can make no assurance as to the liquidity of, or trading markets for, the subordinated notes.

This prospectus may also be used by Citigroup’s broker-dealer subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the subordinated notes in market-making transactions at negotiated prices related to prevailing market prices at the time of sale. Any of these subsidiaries may act as principal or agent in such transactions.

In connection with the offering, the underwriters may purchase and sell subordinated notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of subordinated notes than they are required to purchase in the offering.

•

Stabilizing transactions involve bids to purchase the subordinated notes so long as the stabilizing bids do not exceed a specified maximum.

•

Covering transactions involve purchases of the subordinated notes in the open market after the distribution has been completed in order to cover short positions.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own account, may have the effect of preventing or retarding a decline in the market price of the subordinated notes. They may also cause the price of the subordinated notes to be higher than it would otherwise be in the absence of such transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. The underwriters are not required to engage in any of these activities and may end any of these activities at any time. The underwriters may also impose a penalty bid.

Conflicts of Interest

Citigroup Global Markets Inc., the global coordinator of this offering, is a subsidiary of Citigroup. Accordingly, the offering of the subordinated notes will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc. Additionally, client accounts over which Citigroup Global Markets Inc. or any affiliate has investment discretion are not permitted to purchase the subordinated notes, either directly or indirectly, without the specific written approval of the accountholder.

The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for Citigroup and/or the Selling Securityholder from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for Citigroup and/or the Selling Securityholder in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters or their affiliates that have a lending relationship with Citigroup routinely hedge their credit exposure to Citigroup consistent with their

customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in Citigroup securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of Citigroup or its affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The subordinated notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. Purchasers of the subordinated notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price set forth on the cover page of this document.

The underwriters have agreed that they will not offer, sell or deliver any of the subordinated notes, directly or indirectly, or distribute this prospectus or any other offering material relating to the subordinated notes, in or from any jurisdiction, except when to the best knowledge and belief of the underwriters it is permitted under applicable laws and regulations. In so doing, the underwriters will not impose any obligations on the Selling Securityholder or Citigroup, except as set forth in the underwriting agreement.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of subordinated notes described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the subordinated notes that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of subordinated notes may be offered to the public in that relevant member state at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive.

Each purchaser of subordinated notes described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” 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 the subordinated notes to be offered so as to enable an investor to decide to purchase or subscribe the subordinated notes, as the expression 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 amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each relevant member state and the expression “2010 PD Amending Directive” means Directive 2010/73/EC.

The sellers of the subordinated notes have not authorized and do not authorize the making of any offer of subordinated notes through any financial intermediary on their behalf, other than offers made by an underwriter with a view to the final placement of the subordinated notes as contemplated in this prospectus. Accordingly, no purchaser of the subordinated notes, other than an underwriter, is authorized to make any further offer of the subordinated notes on behalf of the sellers or an underwriter.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the subordinated notes described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers . The subordinated notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the subordinaetd notes has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the subordinated notes to the public in France.

•

such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

The subordinated notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The subordinated notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the subordinated notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to subordinated notes 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, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The subordinated notes offered in this prospectus have not been registered under the Financial Instruments and Exchange Law of Japan. The subordinated notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the subordinated notes may not be circulated or distributed, nor may the subordinated notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), 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, in each case subject to compliance with conditions set forth in the SFA.

Where the subordinated notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) 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

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the subordinated notes pursuant to an offer made under Section 275 of the SFA except

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

LEGAL MATTERS

Michael J. Tarpley, Associate General Counsel — Capital Markets of Citigroup will act as legal counsel to Citigroup and will pass on the validity of the subordinated notes. Cleary Gottlieb Steen & Hamilton LLP, New York, New York, will act as special tax counsel to Citigroup Inc. and as legal counsel to the underwriters. Mr. Tarpley beneficially owns, or has rights to acquire under Citigroup’s employee benefit plans, an aggregate of less than 1% of Citigroup’s common stock. Cleary Gottlieb Steen & Hamilton LLP, has from time to time acted as counsel for Citigroup and its subsidiaries and may do so in the future.

EXPERTS

The consolidated financial statements of Citigroup Inc. as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG audits and reports on consolidated financial statements of Citigroup at future dates and consents to the use of their reports thereon, such consolidated financial statements also will be incorporated by reference in the registration statement in reliance upon their reports and said authority. The report of KPMG LLP on the consolidated financial statements refers to changes in 2010 in Citigroup Inc.’s methods of accounting for qualifying special purpose entities, variable interest entities and embedded credit derivatives.

GENERAL INFORMATION

Application will be made to list the subordinated notes on the regulated market of the Luxembourg Stock Exchange. The listing prospectus and Citigroup’s current annual and quarterly reports, as well as all other documents incorporated by reference in the listing prospectus, will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) so long as any of the subordinated notes are outstanding and listed on the Luxembourg Stock Exchange.

You can also request copies (free of charge) of (1) this prospectus and the indenture, and (2) Citigroup’s annual, quarterly and current reports, as well as other documents incorporated by reference in this prospectus, including future annual, quarterly and current reports, by following the directions under “Where You Can Find More Information” in this prospectus.

Resolutions relating to the issue and sale of the subordinated notes were adopted by the board of directors of Citigroup on January 16, 2013 and by the Funding Committee of the board of directors dated as of , 2013.

The subordinated notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code No. , International Security Identification Number (ISIN) US172967 , and CUSIP No. 172967 .

LOGO

% Subordinated Notes due 202

PROSPECTUS

February , 2013

Global Coordinator

Citigroup

Joint Lead Managers

Deutsche Bank Securities

Goldman, Sachs & Co.

J.P. Morgan

UBS Investment Bank

Wells Fargo Securities

Barclays

BofA Merrill Lynch

ING

RBS

SMBC Nikko

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses payable by the Registrant in connection with the Securities being registered hereby. None of the expenses are payable by the Selling Securityholder. All of the fees set forth below, except for the commission registration fee, are estimates.


Commission Registration Fee	$	129,580
Accounting Fees		100,000
Trustees’ Fees and Expenses		60,000
Printing and Engraving Fees		150,000
Rating Agency Fees		0
FINRA Fee		0
Legal Fees and Expenses		300,000
Stock Exchange Listing Fees		0
Miscellaneous		50,000
Total	$	789,580

Item 15.

Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or DGCL, empowers a corporation to indemnify any 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 corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any 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 right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery 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 the Court of Chancery or such other court shall deem proper.

Subsection (d) of Section 145 of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific

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case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by the majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145 of the DGCL further provides that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith and that such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL; that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized and ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145. Section Four of Article IV of Citigroup’s By-Laws provides that Citigroup shall indemnify its directors and officers to the fullest extent permitted by the DGCL.

Citigroup also provides liability insurance for its directors and officers which provides for coverage against loss from claims made against directors and officers in their capacity as such, including, subject to certain exceptions, liabilities under the federal securities laws.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article Tenth of Citigroup’s Restated Certificate of Incorporation limits the liability of directors to the fullest extent permitted by Section 102(b)(7).

The directors and officers of Citigroup are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they cannot be indemnified by Citigroup. Any agents, dealers or underwriters who execute any underwriting or distribution agreement relating to securities offered pursuant to this Registration Statement will agree to indemnify Citigroup’s directors and their officers who signed the Registration Statement against certain liabilities that may arise under the Securities Act with respect to information furnished to Citigroup by or on behalf of such indemnifying party.

For the undertaking with respect to indemnification, see Item 17 herein.

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See the form of Underwriting Agreement filed or to be filed as Exhibit 1.1 for certain indemnification provisions.

Item 16.

Exhibits.


Exhibit Number		Description

1.1	—	Form of Underwriting Agreement for Subordinated Notes.*

4.1	—	Indenture, dated as of April 12, 2001, between Citigroup and The Bank of New York Mellon, as successor to JP Morgan Chase Bank (formerly Bank One Trust Company, N.A.), as trustee (the “Indenture”).*

4.2	—	First Supplemental Indenture, dated as of August 2, 2004, between Citigroup and J.P. Morgan Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.13 to Citigroup’s Registration Statement on Form S-3/A (No. 333-117615)).

5.1	—	Opinion of Michael J. Tarpley, Esq.*

12.1	—	Calculation of Ratio of Income to Fixed Charges (incorporated by reference to Exhibit 12.01 to Citigroup’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).

23.1	—	Consent of KPMG LLP, Independent Registered Public Accounting Firm.*

23.2	—	Consent of Michael J. Tarpley, Esq. (included in Exhibit 5.1).*

23.3	—	Consent of Cleary, Gottlieb, Steen & Hamilton LLP.*

24.1	—	Powers of Attorney of certain Directors.*

25.1	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Indenture.*

*	Filed herewith.

Item 17.

Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

II-3

provided , however , that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by Citigroup Inc. pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

II-4

(6) That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of Citigroup Inc.’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citigroup Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or Amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 4, 2013.


CITIGROUP INC.

By:		/s/ John C. Gerspach
Name:		John C. Gerspach
Title:		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or Amendment thereto has been signed below by the following persons in the capacities indicated on February 4, 2013.


Signatures

/s/ Michael L. Corbat
Michael L. Corbat		Chief Executive Officer and Director (Principal Executive Officer)

/s/ John C. Gerspach
John C. Gerspach		Chief Financial Officer (Principal Financial Officer)

/s/ Jeffrey R. Walsh
Jeffrey R. Walsh		Controller and Chief Accounting Officer (Principal Accounting Officer)

*
Michael E. O’Neill		Chairman of the Board

*
Franz B. Humer		Director

*
Robert L. Joss		Director

*
Lawrence R. Ricciardi		Director

*
Judith Rodin		Director

*
Robert L. Ryan		Director

II-6



*
Anthony M. Santomero		Director

*
Joan E. Spero		Director

*
Diana L. Taylor		Director

*
William S. Thompson, Jr.		Director

*
Ernesto Zedillo		Director



* By:		/s/ John C. Gerspach
		John C. Gerspach
		Attorney-in-Fact

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EXHIBIT INDEX


Exhibit Number		Description

1.1	—	Form of Underwriting Agreement for Subordinated Notes.*

4.1	—	Indenture, dated as of April 12, 2001, between Citigroup and The Bank of New York Mellon, as successor to JP Morgan Chase Bank (formerly Bank One Trust Company, N.A.), as trustee (the “Indenture”).*

4.2	—	First Supplemental Indenture, dated as of August 2, 2004, between Citigroup and J.P. Morgan Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.13 to Citigroup’s Registration Statement on Form S-3/A (No. 333-117615)).

5.1	—	Opinion of Michael J. Tarpley, Esq.*

12.1	—	Calculation of Ratio of Income to Fixed Charges (incorporated by reference to Exhibit 12.01 to Citigroup’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).

23.1	—	Consent of KPMG LLP, Independent Registered Public Accounting Firm.*

23.2	—	Consent of Michael J. Tarpley, Esq. (included in Exhibit 5.1).*

23.3	—	Consent of Cleary, Gottlieb, Steen & Hamilton LLP.*

24.1	—	Powers of Attorney of certain Directors.*

25.1	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Indenture.*

*	Filed herewith.

Exhibit 1.1

Citigroup Inc.

% Subordinated Notes due , 202

UNDERWRITING AGREEMENT

February 5, 2013

To: ,

as Representatives of the several Underwriters named in Schedule III hereto

c/o

New York, NY 100

Ladies and Gentlemen:

Citigroup Inc., a Delaware corporation (the “ Company ”) has issued to the United States Department of the Treasury (“ Treasury ”) $ ,000,000 aggregate principal amount of % Subordinated Notes due , 202 (the “ Subordinated Notes ”). Treasury (the “ Selling Securityholder ”) proposes, upon the terms and conditions set forth herein, to sell the Subordinated Notes to the several underwriters named in Schedule III hereto (the “ Underwriters ”), for whom you (the “ Representatives ”) are acting as representatives.

The Subordinated Notes were issued pursuant to the terms of an indenture, dated as of April 12, 2001, between the Company and the Bank of New York Mellon, as successor trustee to J.P. Morgan Trust Company N.A. (the “ Trustee ”), as amended by the First Supplemental Indenture dated as of August 2, 2004 (the “ Indenture ”). The Indenture is qualified as an indenture under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”).

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (File No. 333- ), including the Preliminary Prospectus (as defined below), on Form S-3 relating to the Subordinated Notes to be offered and sold from time to time. The registration statement as of its most recent effective date, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “ Securities Act ”), together with any amendments or supplements thereto as of its most recent effective date is hereinafter referred to as the “ Registration Statement .” “ Preliminary Prospectus ” means the preliminary prospectus relating to the Subordinated Notes filed by the Company with the Commission as part of the Registration Statement. “ Final Prospectus ” means the final prospectus, relating to the Subordinated Notes, to be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “ Permitted Free Writing Prospectuses ” means the documents listed on Schedule I hereto or otherwise approved in writing by the Representatives in accordance with Section 5(b) . As used herein, the terms “Registration

Statement,” “Preliminary Prospectus” and “Final Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), that are deemed to be incorporated by reference therein (the “ Incorporated Documents ”).

The Selling Securityholder and the Company wish to confirm as follows their agreement with you and the other several Underwriters listed on Schedule III on whose behalf you are acting, in connection with the several purchases of the Subordinated Notes by the Underwriters. To the extent there are no additional Underwriters listed on Schedule III 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.

1. Representations and Warranties .

(a) The Company represents and warrants to and agrees with each Underwriter and the Selling Securityholder that:

(i) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect; and no proceedings for such purpose are pending before or threatened by the Commission.

(ii) (A) (1) At the respective times the Registration Statement and each amendment thereto, if any, became effective, (2) at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act (each, a “ Deemed Effective Time ”), (3) as of the time the Subordinated Notes are sold pursuant to this Agreement (the “ Time of Sale ”) and (4) at the Settlement Date (as defined below), the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations under the Securities Act and under the Trust Indenture Act; (B) the Preliminary Prospectus complied, at the time it was filed with the Commission and as of the Time of Sale, in all material respects with the Securities Act and the rules and regulations under the Securities Act; (C) the Final Prospectus will comply, as of the date that such document is filed with the Commission and as of the Settlement Date, in all material respects with the Securities Act and the rules and regulations under the Securities Act; (D) the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules and regulations under the Trust Indenture Act; (E) the

Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and any further Incorporated Documents so filed and incorporated by reference, when they are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and (F) the interactive data in Extensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(iii) (A) As of the date hereof, at the respective times the Registration Statement and each amendment thereto, if any, became effective and at each Deemed Effective Time, the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) as of the Time of Sale, the Preliminary Prospectus (as amended and supplemented at such Time of Sale) and any Permitted Free Writing Prospectus then in use, considered together (collectively, the “ General Disclosure Package ”), did 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; (C) as of its date, the Final Prospectus did not contain an 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; and (D) at the Settlement Date, the Final Prospectus (as amended and supplemented at such Settlement Date) will not contain an 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 this representation and warranty shall not apply to (1) 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 Trustee or (2) any statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by the Representatives expressly for use in the Final Prospectus or in the General Disclosure Package.

(iv) Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission

thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus, as of its issue date, did not include any material information that conflicted, conflicts or will conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus. Except for the Permitted Free Writing Prospectuses, if any, furnished to and approved by the Representatives in accordance with Section 5(b) , the Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus.

(v) (A) (1) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Subordinated Notes and (2) as of the Time of Sale (with such time being used as the determination date for purposes of this clause (2)), the Company met the requirements set forth in Rule 164(e)(2) with respect to ineligible issuer use of free writing prospectuses that contain only descriptions of the terms of the securities in the offering or the offering.

(vi) The execution and delivery of, and the performance by the Company of its obligations under this Agreement have been duly and validly authorized by the Company, and this Agreement has been duly executed and delivered by the Company.

(vii) The Indenture has been duly and validly authorized by the Company, has been duly executed and delivered by the Company and the 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 General Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

(viii) The Subordinated Notes have been duly and validly authorized, executed and delivered by the Company, are 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), are 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 General Disclosure Package and the Final Prospectus, and any amendment or supplement thereto.

(ix) The Company is not, nor after giving effect to the transaction contemplated hereby will be, nor is the Company 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.

(x) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the consolidated condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package.

(xi) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Final Prospectus and the General Disclosure Package, (A) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (B) the Company has not purchased more than 2% of its outstanding common stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (C) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries taken as a whole, except in each case as described in each of the Registration Statement, the Final Prospectus and the General Disclosure Package, respectively.

(xii) Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any affiliate, director, officer, employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have

conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(xiii) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xiv) (A) The Company represents that neither the Company nor any of its subsidiaries (collectively, the “ Entity ”) or, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“ Person ”) that is, or is owned or controlled by a Person that is:

(1) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”) or other relevant sanctions authority (collectively, “ Sanctions ”), nor

(2) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(B) The Entity represents and covenants that, except as detailed in Schedule II , for the past 5 years, it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(xv) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(xvi) This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) The Selling Securityholder represents and warrants to and agrees with each Underwriter:

(i) The Selling Securityholder now has and at the Settlement Date will have good and marketable title to the Subordinated Notes to be sold by it, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of the Subordinated Notes; and upon the delivery of, against payment for, the Subordinated Notes pursuant to this Agreement, and assuming a purchaser or the Underwriters, as applicable, does not have notice of any adverse claim (within the meaning of the Uniform Commercial Code as in effect in the State of New York), such purchaser or the Underwriters, as applicable, will acquire good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims.

(ii) The Selling Securityholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Securityholder.

(iii) No consent, approval or waiver is required under any instrument or agreement to which the Selling Securityholder is a party or by which the Selling Securityholder is bound in connection with the offering, sale or purchase by the Underwriters of any of the Subordinated Notes which may be sold by the Selling Securityholder under this Agreement or the consummation by the Selling Securityholder of any of the other transactions contemplated hereby.

2. Agreements to Sell and Purchase.

(a) The Selling Securityholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Securityholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Selling Securityholder, at a purchase price of $ per Subordinated Note, the aggregate principal amount of Subordinated Notes set forth opposite the name of such Underwriter in Schedule III hereto.

(b) The Company agrees that it shall pay on the Settlement Date (as defined herein) (i) $ to the Selling Securityholder representing accrued and unpaid interest on the Subordinated Notes from and including February 4, 2013 to but excluding the Settlement Date and (ii) $ to the Underwriters as compensation (“ Underwriters’ Compensation ”) for their services performed herein representing $ per Subordinated Note.

(c) At the Time of Sale and the Settlement Date, the Company and the Selling Securityholder shall be deemed to have affirmed each of its representations and warranties contained in this Agreement. Any obligation of an Underwriter to purchase the Subordinated Notes from the Selling Securityholder shall be subject to the accuracy of the representations and warranties of the Company and the Selling Securityholder herein as of the Time of Sale and the Settlement Date, to the performance by the Company and the Selling Securityholder of their respective obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 4 of this Agreement.

3. Payment, Delivery and Other Obligations.

(a) Delivery to the Underwriters of, and payment for, the Subordinated Notes shall be made at the office of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, at 9:30 A.M., New York City time, on February , 2013 (the “ Settlement Date ”). The place of closing for the Subordinated Notes and the Settlement Date may be varied by agreement among the Representatives, the Company and the Selling Securityholder.

(b) Delivery of the Subordinated Notes 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 gross purchase price thereof to or upon the order of the Selling Securityholder by wire transfer payable in same-day funds to an account specified by the Selling Securityholder. Delivery of the Subordinated Notes shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

(c) 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 Selling Securityholder on behalf of any other Underwriter for Subordinated Notes to be purchased by such Underwriter. Any such payment by the Representatives shall not relieve any such Underwriter of any of its obligations hereunder.

(d) The Company shall pay to the Representatives on the Settlement 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.

4. Conditions to the Underwriters’ Obligations . The obligations of the several Underwriters are subject to the following conditions:

(a) The Representatives shall have received on the Settlement Date a certificate of the Company, dated such date and signed 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 to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Final Prospectus and this Agreement and that (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Settlement Date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Settlement 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 General Disclosure Package and Final Prospectus, there has been no material adverse change on the consolidated condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus.

(b) The Representatives shall have received on the Settlement Date, an opinion of Martha D. Bailey, Associate General Counsel of the Company, dated such date and addressed to the Representatives, with respect to the sale of the Subordinated Notes, the Indenture, the Registration Statement, the Final Prospectus, the General Disclosure Package and other related matters as the Representatives may reasonably require.

(c) The Representatives shall have received on the Settlement Date, such opinion or opinions of Cleary Gottlieb Steen & Hamilton LLP, counsel for the

Underwriters, dated such date and addressed to the Representatives, with respect to the sale of the Subordinated Notes, the Indenture, the Registration Statement, the Final Prospectus, the General Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d) The Representatives shall have received on the Settlement Date, such opinion of Cleary Gottlieb Steen & Hamilton LLP, special tax counsel to the Company, dated such date and addressed to the Representatives, with respect to certain United States federal income tax matters related to the Subordinated Notes and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e) The Representatives shall have received as of the Time of Sale and at the Settlement Date, customary “comfort letters” from KPMG LLP that are satisfactory in content and form to the Representatives.

(f) All filings with the Commission required by Rule 424 under the Securities Act and relating to the Subordinated Notes shall have been filed by the Settlement Date and shall have been made within the applicable time period prescribed for such filing by Rule 424 (without reliance on Rule 424(b)(8)); any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act and relating to the Subordinated Notes 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.

(g) 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), the 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 (e) of this Section 4 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, 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 General 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 Subordinated Notes as contemplated by the Registration Statement (exclusive of any amendment thereof), the General Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) and any Issuer Free Writing Prospectus.

(h) Subsequent to the date hereof, there shall not have been any decrease in the rating of the Subordinated Notes or any of the Company’s senior or subordinated debt securities by any nationally recognized statistical rating organization 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.

(i) Prior to the Settlement 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 4 shall not have been fulfilled when and as provided in this Agreement with respect to the sale of the Subordinated Notes, 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 Settlement Date by the Representatives. Notice of such cancellation shall be given to the Company and the Selling Securityholder in writing or by telephone or facsimile confirmed in writing.

5. Covenants of the Company . The Company covenants with the several Underwriters and the Selling Securityholder as follows:

(a) Before amending or supplementing the Registration Statement or the Final Prospectus, to furnish to the Representatives and the Selling Securityholder a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives or the Selling Securityholder reasonably object. To furnish to the Representatives and the Selling Securityholder a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representative reasonably objects. Not to take any action that would result in the Underwriters, the Selling Securityholder or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters or the Selling Securityholder that the Underwriters or the Selling Securityholder otherwise would not have been required to file thereunder.

(b) To prepare and file a final term sheet, containing solely a description of the final terms of the Subordinated Notes and the offering thereof, in a form acceptable to the Representatives and the Selling Securityholder (the “ Final Term Sheet ”) and to file the Final Term Sheet and any other Permitted Free Writing Prospectus to the extent

required by Rule 433 under the Securities Act, and to provide copies of the Final Prospectus and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto) to the Representatives and the Selling Securityholder via electronic mail in “.pdf” format on such filing date to an electronic mail account designated by the Representatives or the Selling Securityholder.

(c) Prior to the termination of the offering of the Subordinated Notes, to promptly advise the Representatives and the Selling Securityholder (i) 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 (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Subordinated Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its 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.

(d) If, at any time prior to the filing of the Final Prospectus with respect to the General Disclosure Package, or at any time when a prospectus relating to the Subordinated Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) with respect to the Final Prospectus, any event occurs as a result of which the Final Prospectus or the General 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 Company will (i) notify promptly the Selling Securityholder and the Representatives so that any use of the Final Prospectus or the General Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Final Prospectus or the General Disclosure Package, subject to Section 5(a) above, to correct such statement or omission; and (iii) supply any amendment or supplement to the Representatives and the Selling Securityholder in such quantities as the Representatives or the Selling Securityholder may reasonably request.

(e) To arrange, if necessary, for the qualification of the Subordinated Notes for sale under the laws of such jurisdictions within the United States as the Representatives reasonably may designate, to maintain such qualifications in effect so long as required for the distribution of the Subordinated Notes and to pay any fee of the Financial Industry Regulatory Authority (“ FINRA ”), if any, in connection with its review of the offering; provided that in no event shall the Company 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 Subordinated Notes, in any jurisdiction where it is not now so subject.

(f) As soon as practicable, to make generally available to its 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 Securities Act and Rule 158.

(g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Subordinated Notes under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Final Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Subordinated Notes, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Representatives and the Selling Securityholder, in the quantities hereinabove specified, (ii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Subordinated Notes under state securities laws and all expenses in connection with the qualification of the Subordinated Notes for offer and sale under state securities laws as provided in Section 5(e) above, including filing fees in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iii) all filing fees in connection with the offering contemplated by this Agreement, including, without limitation, FINRA filing fees, if any, (iv) the costs and charges of any transfer agent, registrar or depositary, (v) the fees, disbursements and expenses of Cleary Gottlieb Steen & Hamilton LLP, as special tax counsel to the Company, in connection with the preparation and delivery of the opinion described in Section 4(d) , and (vi) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement for which provision is not otherwise made in this Section 5 . It is understood, however, that except as provided in this Section 5 and Section 8 , the Underwriters will pay all of their costs and expenses, including any advertising expenses connected with any offers the Underwriters may make.

(h) To 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.

(i) Not to 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 the Company to facilitate the sale or resale of the Subordinated Notes, except that no agreement is made as to the activities of any Underwriter.

6. Covenants of the Selling Securityholder . The Selling Securityholder covenants and agrees with the several Underwriters and the Company that it will not prepare or have prepared on its behalf or use, distribute or refer to any free writing prospectus without the prior approval of the Representatives and the Company.

7. Covenants of the Underwriters . Each Underwriter covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the Selling Securityholder, the directors, officers, employees, agents of each Underwriter and the Selling Securityholder and each person, if any, who controls any Underwriter or the Selling Securityholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter or the Selling Securityholder within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Final Prospectus, the General Disclosure Package, any Permitted Free Writing Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to such Underwriter or the Selling Securityholder furnished to the Company in writing by or on behalf of such Underwriter by the Representatives or by the Selling Securityholder expressly for use therein.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Company, the Company’s directors, the Company’s officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each

Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter by the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus, the Final Prospectus, the General Disclosure Package, any Permitted Free Writing Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) , such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing, and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred; provided however that if the indemnified parties include the Selling Securityholder, the indemnifying party shall be liable for the fees and expenses of one additional separate firm (in addition to any local counsel) for the Selling Securityholder only, if the Selling Securityholder so elects. Such firm shall be designated in writing by such Underwriter or the Selling Securityholder, as applicable, in the case of a party indemnified pursuant to Section 8(a) , and by the Company, in the case of a party indemnified pursuant to Section 8(b) . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the

indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and such Underwriter, on the other hand, from the offering of the Subordinated Notes or (ii) if the allocation provided by Section 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Section 8(d)(i) above but also the relative fault of the Company, on the one hand, and of the relevant Underwriter, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and such Underwriter, on the other hand, in connection with the offering of the Subordinated Notes shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Subordinated Notes (before deducting expenses) received by the Selling Securityholder bear to the total commissions received by such Underwriter. The relative fault of the Company, on the one hand, and such Underwriter, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d) . The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8 , each Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Subordinated Notes sold by it were offered to the public exceeds the amount of any damages that the Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling such Underwriter or any affiliate of such Underwriter or by or on behalf of the Company, the Company’s officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Subordinated Notes.

9. Effectiveness . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

10. Termination . (a) This Agreement shall remain in full force and effect until the earliest to occur of the following: (i) this Agreement is terminated pursuant to Section 10(c) below, (ii) such time as all Subordinated Notes have been sold pursuant to the terms of this Agreement, or (iii) this Agreement is otherwise terminated by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (a) shall in all cases be deemed to provide that Section 1 and Section 8 of this Agreement shall remain in full force and effect.

(b) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the relevant parties.

(c) The Representatives may terminate this Agreement by notice given to the Company and the Selling Securityholder, if on or after the date hereof and prior to the Settlement Date:

(A) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange, (B) trading of the common stock of the Company shall have been suspended on the New York Stock Exchange, (C) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (D) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (E) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representatives’ judgment after

consultation with the Company, is material and adverse and which, singly or together with any other event specified in this Section 10(c), makes it, in the Representatives’ judgment after consultation with the Company, impracticable or inadvisable to proceed with the offer, sale or delivery of the Subordinated Notes on the terms and in the manner contemplated in the Final Prospectus.

If this Agreement is terminated pursuant this Section 10(c), then each of the Underwriters and the Selling Securityholder shall be released from any of its obligations under Section 3 with respect to the Subordinated Notes. The Company shall hold the Underwriters and the Selling Securityholder harmless against any loss, claim, damage or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with the cancellation of any purchase pursuant to this Section 10(c).

11. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Subordinated Notes 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 Subordinated Notes set forth opposite their names in Schedule III hereto bears to the aggregate principal amount of Subordinated Notes set forth opposite the names of all the remaining Underwriters) the Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Subordinated Notes set forth in Schedule III hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Subordinated Notes, and if such nondefaulting Underwriters do not purchase all the Subordinated Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11 , the Settlement 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 Selling Securityholder, the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

12. Entire Agreement . (a) This Agreement, including the schedules attached hereto, represents the entire agreement among the Company and the Underwriters with respect to the preparation of any Registration Statement, the Preliminary Prospectus or the Final Prospectus, the conduct of the offering and the sale and distribution of the Subordinated Notes.

(b) The Company acknowledges that in connection with the offering of the Subordinated Notes: (i) each Underwriter has acted and will act at arm’s length and owes no fiduciary duties to the Company, (ii) each Underwriter owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) each Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the sale and distribution of the Subordinated Notes.

13. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York; provided that all rights and obligations of the Selling Securityholder under this Agreement shall be governed by and construed in accordance with the federal law of the United States of America.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Representatives shall be delivered, mailed, telefaxed or sent to with a copy to Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, facsimile number: (212) 225-3999 (Attn: Jeffrey D. Karpf); if to the Selling Securityholder shall be delivered, mailed, telefaxed or sent to United States Department of the Treasury, 1500 Pennsylvania Avenue, NW, Washington, D.C. 20220, with a copy to Chief Counsel, Office of Financial Stability, OFSChiefCounselNotice@do.treas.gov, facsimile number: 202-927-9219, a copy to CPP Management, CPPManagement@do.treas.gov and a copy to Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New York 10281, facsimile number: (212) 504-6666 (Attn: William P. Mills); and if to the Company shall be delivered, mailed, telefaxed or sent to Citigroup Inc.—Treasury Department, 153 E. 53rd Street, 6th Floor, New York, NY 10043, facsimile number: (212) 793-5629, with a copy to Citigroup Inc., One Court Square, 45th Floor, Long Island City, NY 11120, facsimile number: (718) 248-2705 (Attn: Associate General Counsel—Capital Markets).

17. Successors and Assigns . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents, affiliates and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

[ Signature page follows ]


Very truly yours,

CITIGROUP INC.

By:
		Name:
		Title:

UNITED STATES DEPARTMENT OF THE TREASURY

By:
		Name:
		Title:


Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule III hereto.

SCHEDULE I

Permitted Free Writing Prospectuses

1. Final Term Sheet

SCHEDULE II

Transactions Subject to Sanctions

None.

SCHEDULE III

CITIGROUP INC.

% Subordinated Notes due , 202


Underwriters		Principal Amount of Subordinated Notes
		$


TOTAL		$

Exhibit 4.1

CITIGROUP INC.

and

BANK ONE TRUST COMPANY, N.A.

Trustee

Indenture

Dated as of April 12, 2001

Providing for the Issuance of Subordinated Debt Securities

This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to Section 310-318(a), inclusive, of the Trust Indenture Act of 1939, as amended, is not to be considered a part of the Indenture.

TRUST INDENTURE ACT CROSS-REFERENCE SHEET


Sections of Trust Indenture Act		Sections of Indenture
	310(a)(1)		10.05
	310(a)(2)		10.05
	310(a)(3)		Not applicable
	310(a)(4)		Not applicable
	310(a)(5)		10.05
	310(b)		10.06
	310(c)		Not applicable
	311		10.09
	312		9.03
	313		9.01
	314(a)		5.06 and 9.02
	314(b)		Not applicable
	314(c)		15.03
	314(d)		Not applicable
	314(e)		15.03
	315(a)		10.02
	315(b)		10.03
	315(c)		10.02
	315(d)		10.02
	315(e)		6.08
	316(a)		6.06 and 7.03
	316(b)		6.07
	316(c)		13.02
	317(a)		6.03 and 6.04
	317(b)		5.03
	318(a)		15.05

TABLE OF CONTENTS


		Page

PARTIES			1

RECITALS			1

ARTICLE ONE DEFINITIONS
SECTION 1.01.	Definitions		1
	Affiliate		1
	Authorized Newspaper		2
	Bearer Security		2
	Board Resolution		2
	Business day		2
	Clearstream Banking		2
	Company		2
	Coupon		2
	Covenant Defeasance		2
	Default		2
	Defeasance		2
	Depositary		2
	Euroclear		2
	Event of Default		3
	Global Security		3
	Indebtedness		3
	Indenture		3
	Interest		3
	Interest Payment Date		3
	Junior Subordinated Debt		3
	Junior Subordinated Debt Indenture		3
	Mandatory Sinking Fund Payment		3
	Maturity		3
	Officers’ Certificate		3
	Opinion of Counsel		4
	Optional Sinking Fund Payment		4
	Original Issue Discount Security		4
	Outstanding		4
	Person		4
	Possessions		4
	Principal Office of the Trustee		4
	Record Date		5
	Redemption Date		5
	Redemption Price		5
	Registered Security		5
	Responsible Officers		5
	Security		5
	Securityholder, Holder of Securities; Holder		5
	Senior Indebtedness		5
	Stated Maturity		6
	Subsidiary		6
	Trustee		6
	Trust Indenture Act of 1939		6
	Trust Preferred Securities Guarantees		6
	U.S. Government Obligations		6


		Page

SECTION 1.02	Notice to Holders of Securities; Waiver		6
SECTION 1.03	Language of Notices, Etc		7

ARTICLE TWO FORM, EXECUTION, DELIVERY, TRANSFER AND EXCHANGE OF SECURITIES

SECTION 2.01.	Forms Generally; Record Dates; Place of Payment; Denominations		7
SECTION 2.02.	Amount; Terms of Securities		8
SECTION 2.03.	Certificate of Authentication Validates Securities		10
SECTION 2.04.	Form of Certificate of Authentication		10
SECTION 2.05	Maintenance of Register at New York Office; Transfer of Securities; Exchange of Securities; Persons Deemed Owners		11
SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Securities		13
SECTION 2.07.	Rights Regarding Exchanged or Substituted Securities		14
SECTION 2.08	Temporary Securities		14
SECTION 2.09.	Transfer and Exchange of Global Securities		15

ARTICLE THREE ISSUE OF SECURITIES
SECTION 3.01.	Authentication, Delivery and Dating		16

ARTICLE FOUR REDEMPTION OF SECURITIES; SINKING FUND
SECTION 4.01.	Rights of Redemption		17
SECTION 4.02.	Notices of Redemption		18
SECTION 4.03.	Applicability of Sinking Fund		19
SECTION 4.04.	Mandatory Sinking Fund Obligation		19
SECTION 4.05.	Optional Redemption At Sinking Fund Redemption Fund Price		19
SECTION 4.06.	Application of Sinking Fund Payments		20

ARTICLE FIVE COVENANTS OF THE COMPANY
SECTION 5.01.	Payment of Principal, Premium and Interest		20
SECTION 5.02.	Maintenance of Office or Agency		21
SECTION 5.03.	Money for Security Payments to Be Held in Trust		21
SECTION 5.04.	Statement as to Compliance		22

ARTICLE SIX REMEDIES OF TRUSTEE AND SECURITYHOLDERS
SECTION 6.01.	Events of Default		23
SECTION 6.02.	Acceleration of Maturity		23
SECTION 6.03.	Collection of Indebtedness and Suits for Enforcement by Trustee		24
SECTION 6.04.	Trustee to File Claims As Attorney-In-Fact		24
SECTION 6.05.	Application of Money Collected		25
SECTION 6.06.	Control by Holders; Waiver of Past Default		25
SECTION 6.07.	Limitation on Suits; Default		26
SECTION 6.08.	Costs and Attorneys’ Fees in Legal Proceedings		27
SECTION 6.09.	Remedies Cumulative		27
SECTION 6.10.	Waiver of Stay or Extension Laws		27

iii


		Page

ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS
SECTION 7.01.	Acts of Holders		27
SECTION 7.02.	Proof of Execution of Instrument and Holding of Securities		28
SECTION 7.03.	Securities Owned by Company or Other Obligor		28
SECTION 7.04.	Revocation by Holders of Consents to Action		29

ARTICLE EIGHT SECURITYHOLDERS’ MEETINGS
SECTION 8.01.	Purposes of Meetings		29
SECTION 8.02.	Call of Meetings by Trustee		29
SECTION 8.03.	Call of Meetings by Company or Holders		29
SECTION 8.04.	Qualifications for Voting		29
SECTION 8.05.	Regulations for Meeting		30
SECTION 8.06.	Voting		30
SECTION 8.07.	No Delay of Rights by Meeting		30

ARTICLE NINE REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS LISTS
SECTION 9.01.	Reports by Trustee		31
SECTION 9.02.	Reports by Company		31
SECTION 9.03.	Securityholders List		32

ARTICLE TEN CONCERNING THE TRUSTEE
SECTION 10.01.	Acceptance of Trusts Upon Specified Conditions		33
SECTION 10.02.	Duties of Trustee in Case of Default		34
SECTION 10.03.	Notice of Default		35
SECTION 10.04.	Resignation of Trustee		35
SECTION 10.05.	Qualifications of Trustee		36
SECTION 10.06.	Disqualification of Trustee		36
SECTION 10.07.	Appointment of Trustee		36
SECTION 10.08.	Merger, Conversion or Consolidation of Trustee; Successor Trustee		37
SECTION 10.09.	Trustee as Creditor of Company		37
SECTION 10.10.	Trustee May Rely on Officer’s Certificate		38

ARTICLE ELEVEN SATISFACTION AND DISCHARGE; DEFEASANCE
SECTION 11.01.	Satisfaction and Discharge of Indenture		38
SECTION 11.02.	Defeasance and Discharge		39
SECTION 11.03.	Covenant Defeasance		39
SECTION 11.04.	Conditions to Defeasance or Covenant Defeasance		40
SECTION 11.05.	Application of Trust Money		40
SECTION 11.06.	Indemnity for U.S. Government Obligations		40
SECTION 11.07.	Deposits of Non-U.S. Currencies		41

ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
SECTION 12.01.	Liability Solely Corporate		41


		Page

ARTICLE THIRTEEN SUPPLEMENTAL INDENTURES
SECTION 13.01.	Supplemental Indentures Without Consent of Holders		41
SECTION 13.02.	Supplemental Indentures With Consent of Holders		42
SECTION 13.03.	Execution of Supplemental Indenture		43
SECTION 13.04.	Effect of Supplemental Indenture		43
SECTION 13.05.	Reference in Securities to Supplemental Indenture		44
SECTION 13.06.	Conformity With Trust Indenture Act		44

ARTICLE FOURTEEN SUBORDINATION OF SECURITIES
SECTION 14.01.	Securities Subordinate to Senior Indebtedness		44
SECTION 14.02.	Reliance On Certificate of Liquidating Agent; Further Evidence of Ownership of Senior Indebtedness		46
SECTION 14.03.	Payment Permitted If No Default		46
SECTION 14.04.	Trustee Not Charged With Knowledge of Certain Facts		46
SECTION 14.05.	Trustee to Effectuate Subordination		47
SECTION 14.06.	Trustee’s Rights Regarding Senior Indebtedness		47
SECTION 14.07.	Articles Applicable to Paying Agent		47

ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS
SECTION 15.01.	Consolidation, Merger, Sale or Lease		47
SECTION 15.02.	Rights Under Indenture Limited to Parties thereto and Holders		48
SECTION 15.03.	Evidence of Compliance With Conditions Precedent		48
SECTION 15.04.	Cancellation of Securities		48
SECTION 15.05.	Conflict with Trust Indenture Act		49
SECTION 15.06.	Acts of Board Committees		49
SECTION 15.07.	Notices		49
SECTION 15.08.	Payments Due on Non-Business Days		49
SECTION 15.09.	Counterparts		49
SECTION 15.10.	Governing Law		49
SECTION 15.11.	Separability Clause		49
SECTION 15.12.	Legend		49

INDENTURE dated as of April 12, 2001, between CITIGROUP INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Company”) and BANK ONE TRUST COMPANY, N.A., a national banking association, as trustee (hereinafter called the “Trustee”),

W I T N E S S E T H:

WHEREAS, the Company is authorized and empowered to borrow money for its corporate purposes and to issue its bonds, debentures, notes and other obligations for money so borrowed;

WHEREAS, the Company has duly authorized the issue, in one or more series as in this Indenture provided, from time to time of its debt securities (hereinafter called the “Securities”) and, to provide the general terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

WHEREAS, the Trustee has power to enter into this Indenture and to accept and execute the trusts herein created;

WHEREAS, the Company represents that all acts and things necessary to make the Securities, when executed by the Company and authenticated and delivered by the Trustee as in this Indenture provided, and issued, the valid, binding and legal obligations of the Company, will, at the time of such execution, authentication and delivery, have been done and performed, that all acts and things necessary to constitute these presents a valid indenture and agreement according to its terms, have been done and performed, that the execution of this Indenture has in all respects been duly authorized and that the issue hereunder of the Securities will, at the time of the issue thereof, have in all respects been duly authorized, and the Company, in the exercise of each and every legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Securities;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That, in consideration of the premises and of the acceptance and purchase of the Securities by the Holders thereof the Company covenants and agrees with the Trustee, for the equal benefit of all the Holders from time to time of the Securities, without preference, priority or distinction of any thereof over any other thereof by reason of priority in time of issuance or negotiation, or otherwise, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. Definitions . Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act of 1939. Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture and of any indenture supplemental hereto have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined:

Affiliate:

The term “Affiliate” means, with respect to any person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For 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.

Authorized Newspaper:

The term “Authorized Newspaper” means a newspaper, in an official language of the country of publication or in the English language, customarily published on each business day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place.

Bearer Security:

The term “Bearer Security” means any Security in the form established pursuant to Section 2.01 which is payable to the bearer, including, without limitation, unless the context otherwise indicates, a Security in global bearer form.

Board Resolution:

The term “Board Resolution” means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors (or by the Funding Committee of the Board of Directors or any other committee of the Board of Directors or committee of officers or other representatives of the Company, to the extent that any such other committee or committees have been authorized by the Board of Directors to establish or approve the matters contemplated by Section 2.02 or 4.02 hereof) and to be in full force and effect on the date of such certification, and delivered to the Trustee.

Business day:

The term “business day,” when used with respect to any place of payment or any other particular location referred to in this Indenture or in the Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that place of payment or other location are authorized or obligated by law to close.

Clearstream Banking:

The term “Clearstream Banking” shall mean Clearstream Banking, société anonyme, and its successors.

Company:

The term “Company” shall mean Citigroup Inc. and, subject to the provisions of Section 15.01, shall also include its successors and assigns.

Coupon:

The term “Coupon” means any interest coupon appertaining to a Bearer Security.

Covenant Defeasance:

The term “Covenant Defeasance” shall have the meaning specified in Section 11.03.

Default:

The term “Default” shall have the meaning specified in Section 6.07.

Defeasance:

The term “Defeasance” shall have the meaning specified in Section 11.02.

Depositary:

The term “Depositary” shall mean, with respect to the Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable U.S. or foreign statute or regulation that is designated to act as Depositary for such Securities as contemplated by Section 2.02.

Euroclear:

The term “Euroclear” shall mean Euroclear Bank S.A./N.V. as operator of the Euroclear System.

Event of Default:

The term “Event of Default” shall have the meaning specified in Section 6.01.

Global Security:

The term “Global Security” means a Security issued to evidence all or a part of any series of Securities and designated as a Global Security.

Indebtedness:

The term “Indebtedness” shall mean any and all obligations of a corporation for money borrowed which in accordance with generally accepted accounting principles would be reflected on the balance sheet of such corporation as a liability on the date as of which Indebtedness is to be determined.

Indenture:

The term “Indenture” or “this Indenture” shall mean this instrument and all indentures supplemental hereto, including the terms of the Securities.

Interest:

The term “interest” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

Interest Payment Date:

The term “Interest Payment Date” when used with respect to any Security shall mean the Stated Maturity of an installment of interest on such Security.

Junior Subordinated Debt:

The term “Junior Subordinated Debt” shall mean the 7% Junior Subordinated Deferrable Interest Debentures due November 15, 2028 of the Company, the 6.850% Junior Subordinated Deferrable Interest Debentures due January 22, 2038 of the Company, the 7 5/8% Junior Subordinated Deferrable Interest Debentures due December 1, 2036 of the Company, the 7 3/4% Junior Subordinated Deferrable Interest Debentures due December 1, 2036 of the Company, the 8% Deferrable Interest Debentures due September 30, 2036 of the Company and the 6 7/8% Junior Subordinated Deferrable Interest Debentures due March 15, 2029 of the Company and all other notes or other obligations which may be issued under the Junior Subordinated Debt Indenture and any indebtedness that is by its terms subordinated to or pari passu with the Junior Subordinated Debt.

Junior Subordinated Debt Indenture:

The term “Junior Subordinated Debt Indenture” shall mean the Indenture, dated October 7, 1996, between the Company and The Chase Manhattan Bank, as trustee, as supplemented by the First Supplemental Indenture thereto dated as of December 15, 1998, as the same may be amended from time to time.

Mandatory Sinking Fund Payment:

The term “Mandatory Sinking Fund Payment” shall have the meaning specified in Section 4.03.

Maturity:

The term “maturity,” with respect to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise.

Officers’ Certificate:

The term “Officers’ Certificate,” when used with respect to the Company, shall mean a certificate signed by the Chairman of the Board, any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, the General Counsel, the Deputy General Counsel or any Vice President and by any Deputy Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 15.03 if and to the extent required by the provisions of such Section.

Opinion of Counsel:

The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 15.03 if and to the extent required by the provisions of such Section.

Optional Sinking Fund Payment:

The term “Optional Sinking Fund Payment” shall have the meaning specified in Section 4.03.

Original Issue Discount Security:

The term “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Outstanding:

The term “outstanding,” when used as of any particular time with reference to Securities, shall, subject to Section 7.03, mean all the Securities which shall theretofore have been authenticated and delivered by the Trustee under this Indenture, except

(a) Securities or portions thereof for which (i) funds sufficient to pay the principal thereof, premium, if any, thereon and all unpaid interest thereon to maturity or to the date fixed for the redemption thereof shall have been deposited in trust for such purpose as provided herein with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), and (ii) in case of redemption, notice of redemption thereof shall have been duly given or provision satisfactory to the Trustee for the giving of such notice shall have been made;

(b) Securities which shall have been surrendered to the Trustee for cancellation;

(c) Securities paid or in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to Section 2.06; and

(d) Securities or portions thereof as to which the Company shall have deposited in trust funds or U.S. Government Obligations and complied with other conditions as specified in Section 11.04; provided, however , that in determining whether the Holders of the requisite principal amount of the Securities then outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Person:

The term “person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.

Possessions:

The term “possessions” shall mean, with respect to the United States, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands.

Principal Office of the Trustee:

The term “Principal Office of the Trustee” shall mean the principal corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at 1 Bank One Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attn.: Global Corporate Trust Services Division, except that for purposes of Section 5.02, such term shall mean the office or agency of the Trustee in the Borough of Manhattan, The City of New York, which office at the date hereof is located at 14 Wall Street, Eighth Floor, New York, New York 10005.

Record Date:

The term “Record Date” shall mean, with respect to any interest payable on any Security on any interest payment date, the close of business on the date specified in such Security or, in the case of defaulted interest, the close of business on any subsequent record date established as provided in Section 2.01 (in each case whether or not such day is a business day).

Redemption Date:

The term “Redemption Date” when used with respect to any Security to be redeemed, in whole or in part, shall mean the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security.

Redemption Price:

The term “Redemption Price” when used with respect to any Security to be redeemed shall mean the price (exclusive of accrued interest) at which it is to be redeemed pursuant to this Indenture and the terms of such Security.

Registered Security:

The term “Registered Security” shall mean any Security in the form established pursuant to Section 2.01 which is registered in the register kept for that purpose hereunder.

Responsible Officers:

“Responsible Officers” of the Trustee hereunder shall mean and include any officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

Security:

The term “Security” shall mean one of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture.

Securityholder, Holder of Securities; Holder:

The term “Securityholder” or “Holder of Securities” or “Holder,” with respect to a Registered Security, shall mean the person in whose name such Securities shall be registered in the register kept for that purpose hereunder, and with respect to a Bearer Security (or any temporary Global Security in bearer form) or a Coupon, shall mean the bearer thereof.

Senior Indebtedness:

The term “Senior Indebtedness” shall mean (i) the principal, premium, if any, and interest in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company; (ii) all obligations of the Company under any capital lease, synthetic lease or tax retention operating lease; (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 tide retention agreement (but excluding trade accounts payable in the ordinary course of business); (iv) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, banker’s acceptance, security purchase facilities and similar credit transactions; (v) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements; (vi) all obligations of the type referred to in clauses (i) through (v) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; 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 for (1) the Securities, (2) any such indebtedness that is by its terms is subordinated to or pari passu with the Securities, including all indebtedness issued under the indenture dated as of July 17, 1998, between the Company and Bank One Trust Company, N.A., as trustee, as supplemented, and (3) any indebtedness between or among the Company and its Affiliates, including (x) my Junior Subordinated Debt, (y) any Trust Preferred Securities Guarantees and (z) all other debt securities and guarantees in respect of those debt securities issued to any other trust, or a trustee of such trust, partnership or other entity affiliated with the Company which is a financing vehicle of the Company (a “Financing Entity”) in connection with the issuance by such Financing Entity of preferred securities or other securities guaranteed by the Company pursuant to an instrument that ranks pari passu with, or junior to, the Trust Preferred Securities Guarantees.

Stated Maturity:

The term “Stated Maturity” when used with respect to any Security or any installment of interest thereon shall mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of interest is due and payable.

Subsidiary:

The term “Subsidiary” shall mean any corporation of which securities (excluding securities entitled to vote for directors only by reason of the happening of a contingency) entitled to elect at least a majority of the corporation’s directors shall at the time be owned, directly or indirectly, by the Company, or one or more Subsidiaries, or by the Company and one or more Subsidiaries.

Trustee:

The term “Trustee” shall mean the trustee hereunder for the time being, whether original or successor, and if at any time there is more than one such trustee, “Trustee” as used with respect to the Securities of any series shall mean the trustee with respect to Securities of that series.

Trust Indenture Act of 1939:

The term “Trust Indenture Act of 1939” shall mean such Act as amended to the date of this Indenture except as provided in Section 13.06.

Trust Preferred Securities Guarantees:

The term “Trust Preferred Securities Guarantees” shall mean the guarantees issued by the Company in connection with the 8% Trust Preferred Securities of Citigroup Capital I, the 7 3/4% Trust Preferred Securities of Citigroup Capital II, the 7 5/8% Trust Preferred Securities of Citigroup Capital III, the 6.850% Trust Preferred Securities of Citigroup Capital IV, the 7% Trust Preferred Securities of Citigroup Capital V and the 6 7/8% Capital Securities of Citigroup Capital VI and any guarantee now or hereafter entered into by the Company in respect of any preferred or preference stock that is by its terms subordinated to or pari passu with the Junior Subordinated Debt.

U.S. Government Obligations:

The term “U.S. Government Obligations” means either (i) direct obligations of the United States of America or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed by the full faith and credit of the United States of America.

Certain other terms, relating principally to provisions included in this Indenture in compliance with the Trust Indenture Act of 1939, are defined in Article Ten.

SECTION 1.02 Notice to Holders of Securities; Waiver . Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Securities of any event:

(1) such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at the address of such Holder as it appears in the security register, not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice and

(2) such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day at least twice, the first publication to be not earlier than the earliest date, and not later that the latest date, prescribed for the giving of such notice.

In case by reason of suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Registered Securities by mail, then such notification as shall be made with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein.

In case by reason of the suspension of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above or any defect in any notice so published, shall affect the sufficiency of any notice to Holders of Registered Securities given as provided herein.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 1.03. Language of Notices, Etc . Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be an official language of the country of publication.

ARTICLE TWO

FORM, EXECUTION, DELIVERY, TRANSFER AND EXCHANGE OF SECURITIES

SECTION 2.01. Forms Generally; Record Dates; Place of Payment; Denominations . Unless otherwise provided as contemplated by Section 2.02 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without Coupons. If so provided as contemplated by Section 2.02, the Securities of a series shall be issuable solely in bearer form, or in both registered form and bearer form. Unless otherwise specified as contemplated by Section 2.02, Securities in bearer form shall have interest Coupons attached. The Securities and Coupons shall be in substantially the form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing such Securities or Coupons may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, 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 the Securities may be listed, or to conform to usage. If Securities of a series (including temporary securities) are issuable in the form of a Global Security, any such Global Security may provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount or changes in the rights of Holders of outstanding Securities represented thereby shall be made in such manner and by such person or persons as shall be specified therein. Any instructions by the Company with respect to a Global Security shall be in writing but need not comply with Section 15.03.

The Securities shall be issued, except as otherwise provided with respect to any series of Securities pursuant to Section 2.02, in the denomination of $1,000 and any larger denomination which is an integral multiple of $1,000 approved by the Company, such approval to be evidenced by the execution thereof.

The person in whose name any Registered Security is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Security upon any transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided, however , that, if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, the defaulted interest shall be paid to the persons in whose names the outstanding Registered Securities are registered on a subsequent Record Date, such Record Date to be not less than 5 days prior to the date of payment of such defaulted interest, established by notice given by mail by or on behalf of the Company to the Holders of Registered Securities not less than 15 days preceding such subsequent Record Date.

Unless otherwise specified as contemplated by Section 2.02, in case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency referred to in Section 2.05) on any Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date (or the related proposed date of payment of defaulted interest, as the case may be), such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest (or defaulted interest, as the case may be) will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.

At the option of the Company, interest on Registered Securities and principal thereof may be paid by mailing a check to the address of the person entitled thereto as such address shall appear in the register or by wire transfer to an account maintained by the person entitled thereto as specified in the register.

Unless otherwise provided as contemplated by Section 2.02 with respect to any series of Securities, the principal of and interest and premium, if any, on the Securities shall be payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

SECTION 2.02. Amount; Terms of Securities . The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited.

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

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);

(b) any limit upon the aggregate principal amount of the Securities of the series which may be outstanding under this Indenture (except as otherwise provided in Sections 2.06, 2.08 or 13.05);

(d) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Record Dates for the determination of Holders to whom interest is payable;

(e) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of, or premium, if any, or interest on the Securities of the series shall be payable;

(f) if the amount of payment of principal of, or premium, if any, or interest on the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index, formula or other method based on a coin or currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amount shall be determined;

(g) if the principal of, or premium, if any, or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

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

(i) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

(j) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(k) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

(l) whether the Securities of the series are to be issued as Original Issue Discount Securities and the amount of discount with which such Securities may be issued;

(m) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

(n) the subordination terms of the Securities of the series (if different from the terms provided herein);

(o) whether the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Securities and the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other definitive Securities;

(p) the date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued;

(q) the form of the Securities of the series;

(r) the provisions of this Indenture that shall not apply to Securities of the series;

(s) the application, if any, of either Section 11.02 or Section 11.03;

(t) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Bearer Securities of the series are to be issuable with or without Coupons or both, in the case of Bearer Securities, the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such series of like tenor and term to be issued, and whether, and on what terms and conditions, Bearer Securities may be exchanged for Registered Securities; and

(u) any other terms of the Securities of the series, including additional or different Events of Default or Defaults, and/or covenants of the Company (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series, and the Coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and except as may otherwise be provided by or pursuant to such Board Resolution, and set forth in such Officers’ Certificate, or in any such indenture supplemental hereto. If any of the terms of a series of Securities are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.

Notwithstanding Section 2.02(b) and unless otherwise expressly provided with respect to a series of Securities, all Securities of a series need not be issued at the same time and, unless otherwise provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms for such series.

SECTION 2.03. Certificate of Authentication Validates Securities . The Securities and Coupons shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, its President, any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, the General Counsel, the Deputy General Counsel or any Vice President, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise), which shall be attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. The Securities, together with any Coupons appertaining thereto, shall then be delivered to the Trustee for authentication by it, and thereupon, as provided herein, the Trustee shall authenticate and deliver such Securities; provided, however , that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States or its possessions; and provided further that a Bearer Security may be delivered in connection with its original issuance only if the person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other person as shall be specified in a temporary Global Security delivered pursuant to Section 2.08, a certificate in the form of Exhibit A, B, or C, whichever is applicable to such Person or any other form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto. In case any officer of the Company who shall have signed any of the Securities and Coupons shall cease to be such officer of the Company before the Securities and Coupons so signed shall have been actually authenticated and delivered by the Trustee, such Securities may nevertheless be issued, authenticated and delivered as though the person who signed such Securities and Coupons had not ceased to be such officer of the Company; and also any of the Securities and Coupons may be signed on behalf of the Company by any person who at the time of the execution of such Securities and Coupons shall be the proper officer of the Company, even though at the date of the execution of this Indenture such person may not have been such officer of the Company.

SECTION 2.04. Form of Certificate of Authentication . Only such of the Securities or Coupons appertaining thereto as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof to any right or benefit under this Indenture, and the certificate of authentication by the Trustee upon any such Security executed on behalf of the Company as aforesaid shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder thereof is entitled to the benefits of this Indenture. Except as permitted by Section 2.06, the Trustee shall not authenticate and deliver any Bearer Security unless all

appurtenant Coupons for interest then matured have been detached and canceled. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 15.04 together with a written statement (which need not comply with Section 15.03 and need not be accompanied by an Opinion of Counsel) stating that such Security or portion thereof has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Each Registered Security shall be dated the date of its authentication and each Bearer Security and any Global Security shall be dated as of the date specified as contemplated by Section 2.02.

The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein issued under the Indenture described herein.


				,
as Trustee

By
Authorized Signatory

SECTION 2.05. Maintenance of Register at New York Office; Transfer of Securities; Exchange of Securities; Persons Deemed Owners . The Company will keep, at an office or agency to be maintained by it in the Borough of Manhattan, The City of New York, a register for the registration and the registration of transfer of the Registered Securities, as in this Indenture provided, which register shall at all times be open for inspection by the Trustee. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

Upon surrender for registration of transfer of any Registered Security of any series at such office or agency, the Company shall execute and the Trustee shall authenticate and deliver a Registered Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any Registered Security shall not be valid as against the Company or the Trustee unless registered at such office or agency by the Holder, or by his attorney duly authorized in writing.

Registered Securities of any series in their several authorized denominations are exchangeable for a Registered Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Registered Securities to be exchanged as aforesaid shall be surrendered for that purpose by the Holder thereof at such office or agency, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Registered Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Registered Security for a period of 15 days next preceding any selection of Registered Securities of such series for redemption. Registered Securities may not be exchanged for Bearer Securities.

Subject to the terms of a series pursuant to Section 2.02(t), Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if (a) in the case of fixed rate Bearer Securities, the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or (b) the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of any such payment from the Company; provided, however , that interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency of a paying agent, maintained pursuant to Section 5.02 for such purpose, located outside the United States and its possessions. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Record Date and before the opening of business at such office or agency on the related date for payment of defaulted interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the case may be.

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

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith.

The Company and the Trustee, and the agents of either, may deem and treat the person in whose name any Registered Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary.

The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever whether or not such Security or Coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any paying agent, or the security registrar will have the responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest, and they shall be fully protected in acting or refraining from acting on any such information provided by the Depositary.

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 2.02, any permanent Global Security shall be exchangeable pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent Global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 2.02, then without unnecessary delay but in any event not later than

the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the security registrar definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent Global Security executed by the Company. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions given by the Company to the Trustee or the security registrar and the Depositary (which instructions shall be in writing but need not comply with Section 15.03 or be accompanied by an Opinion of Counsel), such permanent Global Security shall be surrendered from time to time by the Depositary, as shall be specified in the Company instructions with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the security registrar, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver in accordance with such instructions, in exchange for each portion of such permanent Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent Global Security to be exchanged which unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the permanent Global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section 2.02, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however , that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series and of like tenor for redemption and ending on the relevant Redemption Date; and provided, further , that no Bearer Security delivered in exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States or its possessions. Promptly following any such exchange in part, such permanent Global Security should be returned by the Trustee or the security registrar to the Depositary in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where such exchange occurs on (i) any Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Record Date and before the opening of business at such office or agency on the related proposed date for payment of defaulted interest, interest or defaulted interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture.

SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Securities . In case any temporary or definitive Security of a particular series (or the Coupons appertaining thereto) shall become mutilated or be destroyed, lost or stolen, then upon the conditions hereinafter set forth the Company in its discretion may execute, and thereupon the Trustee shall authenticate and deliver, a new Security of the same series of like tenor and principal amount and bearing a different number, in exchange and substitution for and upon cancellation of the mutilated Security or in lieu of and substitution for the Security so destroyed, lost or stolen; provided, however , that if any such mutilated, destroyed, lost or stolen Security shall have become or is about to become due and payable upon the maturity thereof, the Company in its discretion may, instead of issuing a substitute Security, pay such Security without requiring the surrender thereof. The applicant for any substitute Security or for payment of any such mutilated, destroyed, lost or stolen Security shall furnish to the Company and to the Trustee evidence satisfactory to them, in their discretion, of the ownership of and the destruction, loss or theft of such Security and shall furnish to the Company and to the Trustee indemnity satisfactory to them, in their discretion, and, if required, shall reimburse the Company and the Trustee for all expenses (including counsel fees and any tax or other governmental charge that may be imposed in relation thereto) in connection with the preparation, issue and authentication of such substitute Security or the payment of such mutilated, destroyed, lost or stolen Security, and shall comply with such other reasonable regulations as the Company and the Trustee, or either of them, may prescribe. Any such new Security delivered pursuant to this Section 2.06 shall constitute an additional contractual obligation on the part of the Company, whether or not the allegedly destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefit of this Indenture with all other Securities of the same series issued hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies.

SECTION 2.07. Rights Regarding Exchanged or Substituted Securities . Subject to the provisions set forth herein relating to Record Dates, each Security delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 2.08. Temporary Securities . Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more Coupons or without Coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Coupons may determine as evidenced by their execution of such Securities or Coupons. In the case of any series issuable as Bearer Securities, such temporary Securities shall be delivered only in compliance with the conditions set forth in Section 2.03 and may be in global form.

Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, however , that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however , that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.03.

All Bearer Securities shall be issued initially in the form of a temporary Global Security and any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefits of Euroclear and Clearstream Banking, for credit to the respective accounts for the beneficial owners of such Securities (or to such other accounts as they may direct).

Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities (including a permanent Global Security) of the same series and of like tenor after the Exchange Date (as defined below) when the account holder instructs Euroclear or Clearstream Banking, as the case may be, to request such exchange on his behalf and in the case of Bearer Securities, delivers a certificate in the form set forth in Exhibit A to this Indenture (whether or not such certificate is delivered in connection with the payment of interest, as provided in the second succeeding paragraph) signed by the owner of the Security or a financial institution or clearing organization through which the owner directly or indirectly holds such Security, and dated no earlier than 15 days prior to the date on which Euroclear or Clearstream Banking, as the case may be, furnishes to the Depositary in accordance with the preceding paragraph a certificate in the form set forth in Exhibit B to this Indenture that relates to the interest to be exchanged for definitive Securities. Copies of the certificate in the form set forth in Exhibit A to this Indenture shall be available from the offices of Euroclear and Clearstream Banking, the Trustee, any authenticating agent appointed for such series of Securities and each paying agent Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a person receiving the definitive Securities must bear the cost of insurance, postage, transportation and the like in the

event that such person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream Banking. Definitive Bearer Securities to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States and its possessions.

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date such temporary Global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose or to the security registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged and in bearer form, registered form, permanent Global bearer form or permanent Global registered form, or any combination thereof as contemplated by Section 2.02, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however , that unless only Registered Securities are to be exchanged in respect of such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security must be accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream Banking as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B to this Indenture; provided further, however , that definitive Bearer Securities (including a permanent bearer form Global Security) shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 2.03.

Upon any exchange of a portion of any temporary Global Security, such Global Security shall be endorsed by or on behalf of the Trustee to reflect the reduction in the principal amount evidenced thereby. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 2.01, interest payable on a temporary Global Security on any Interest Payment Date for Securities of such series occurring prior to the exchange of such temporary Global Security shall be payable to Euroclear and Clearstream Banking on such Interest Payment Date upon delivery by Euroclear and Clearstream Banking to the Trustee or the applicable paying agent of a certificate or certificates in the form set forth in Exhibit C to this Indenture, for credit without further interest on or after such Interest Payment Date to the respective accounts of the persons for whom Euroclear or Clearstream Banking, as the case may be, holds such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream Banking, as the case may be, a certificate in the form set forth in Exhibit A to this Indenture. If such Interest Payment Date occurs on or after the Exchange Date, Euroclear or Clearstream Banking, as the case may be, following the receipt of such certificate shall exchange, in accordance with the procedures hereinabove provided, the portion of the temporary Global Security that relates to such certificate for definitive Securities (which, in the absence of instructions to the contrary, shall be an interest in a permanent Global Security). Any interest so received by Euroclear and Clearstream Banking and not paid as herein provided shall be returned to the Trustee or the applicable paying agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 5.03.

SECTION 2.09. Transfer and Exchange of Global Securities . (a) A Global Security may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.

(b) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any series of Securities or if at any time the Depositary for such shall no longer be

registered or in good standing under the Securities Exchange Act of 1934, as amended, or any other applicable U.S. or foreign statute or regulation, and a successor Depositary for such securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Articles Two and Three, the Trustee, upon written notice from the Company, will authenticate and deliver the Securities of such series in definitive registered form without Coupons (in the case of a registered form Global Security) or in bearer form either with or without Coupons, as specified by the Company (in the case of a bearer form Global Security), in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security. In such event the Company will execute, and subject to Articles Two and Three, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without Coupons (in the case of a registered form Global Security) or in bearer form either with or without Coupons, as specified by the Company (in the case of a bearer form Global Security), in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security for such series in exchange for such Global Security. Such Securities in definitive registered form issued in exchange for the Global Security shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary, for delivery to the persons in whose names such Securities are so registered.

ARTICLE THREE

ISSUE OF SECURITIES

SECTION 3.01. Authentication, Delivery and Dating . At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any Coupons appertaining thereto, executed by the Company to the Trustee for authentication. The Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by its Chairman of the Board, its President, any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, the General Counsel, the Deputy General Counsel or any Vice President, without any further action by the Company; provided, however , that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States or its possessions; and provided further that a Bearer Security may be delivered in connection with its original issuance only if the person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other person as shall be specified in a temporary Global Security delivered pursuant to Section 2.08, a certificate in the form required by Section 2.03 or 2.08. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 10.02) shall be fully protected in relying upon:

(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company;

(b) an executed supplemental indenture, if any;

(d) an Opinion of Counsel prepared in accordance with Section 15.03, which shall also state:

(1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 13.01(e), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture;

(2) that the supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

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

(4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance;

(5) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and

(6) that all requirements of this Indenture applicable to the Company in respect of the execution and delivery by the Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and (c) due authentication and delivery of such Securities by the Trustee, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, issuance, authentication and delivery of the Securities pursuant to this Indenture.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 2.02 and of this Section 3.01, if all the Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 2.02 or the written order of the Company, Officers’ Certificate and Opinion of Counsel required pursuant to this Section 3.01 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued.

ARTICLE FOUR

REDEMPTION OF SECURITIES; SINKING FUND

SECTION 4.01. Rights of Redemption . Redemption of Securities (other than pursuant to a sinking fund or analogous provision) permitted by the terms of any series of Securities shall be made in accordance with such terms and Section 4.02; provided, however , that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.

SECTION 4.02. Notices of Redemption . The election of the Company to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. If the Company shall elect to redeem the Securities of any series in whole or in part as aforesaid, it shall fix a date for redemption and give notice pursuant to Section 1.02 of its election so to redeem at least 30 days prior to the redemption date. Such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and, if the Securities of such series are then listed on any stock exchange and such stock exchange shall so require, in any other required city outside the United States, or, if not practicable, elsewhere in Europe on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice.

Each notice of redemption shall state such election on the part of the Company, the Redemption Date and place of payment of the Securities, together in the case of Bearer Securities with all remaining Coupons appertaining thereto, if any, to be redeemed and the Redemption Price and that the Securities designated in such notice for redemption are required to be presented on or after such Redemption Date, together in the case of Bearer Securities with all remaining Coupons appertaining thereto, if any, and at such place for payment and that interest to the Redemption Date on the Securities and portions of Securities called for redemption will be paid as specified in said notice and shall cease to accrue thereon on such date. If less than all the outstanding Securities of a series are to be redeemed, the notice shall also designate the Securities or portions of Securities that are to be redeemed. If any Security is to be redeemed in part only, the notice shall also state that upon presentation of such Security on or after the Redemption Date at said place, such Security will be cancelled and a new Security or Securities of the same series, in an aggregate principal amount equal to the unredeemed portion of such Security, will be issued and delivered without charge to the Holder; provided, however , that if a Global Security is so cancelled, the new Global Security will be in an aggregate principal amount equal to the unredeemed portion of the Global Security so cancelled.

Notice of redemption having been so given, the Securities and portions of Securities to be redeemed shall on the Redemption Date specified in such notice become due and payable at the applicable Redemption Price, together with interest accrued thereon to the Redemption Date, and from and after the Redemption Date so specified (unless the Company shall default in the payment of the Redemption Price of such Securities or any such accrued interest), interest on such Securities and portions of Securities shall cease to accrue, and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void, and upon presentation of such Securities, together in the case of Bearer Securities with all remaining Coupons appertaining thereto, if any, at said place of payment and redemption in accordance with said notice, such Securities and portions of Securities shall be paid by the Company at the applicable Redemption Price, together with interest accrued to the Redemption Date; provided that the installment of interest on Registered Securities whose Stated Maturity is on the Redemption Date shall be payable to the Holders of such Securities registered as such at the close of business on the applicable Record Date, subject to the provisions of Section 2.01 and provided further , that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States and its possessions and, unless otherwise specified as contemplated by Section 2.02, only upon presentation and surrender of Coupons for such interest.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Securityholder of such Security shall surrender to the Trustee or any paying agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Securityholder shall be entitled to receive the amount so deducted; provided, however , that interest represented by Coupons shall be payable only at an office or agency located outside the United States and its

possessions and, unless otherwise specified as contemplated by Section 2.02, only upon presentation and surrender of those Coupons, and provided further , that if the interest on such Coupons is calculated on a floating interest rate, all Coupons maturing after the Redemption Date not accompanying Bearer Securities surrendered for redemption shall be null and void.

If the Company shall at any time elect to redeem less than all the Securities of a series then outstanding, it shall at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, in such manner as the Trustee shall deem appropriate and fair, the Securities (or portions thereof) of such series to be redeemed. Unless otherwise provided in the Officers’ Certificate or Supplemental Indenture provided for in Section 2.02, no Security of a denomination of $1,000 shall be redeemed in part and Securities may be redeemed in part only in integral multiples of $ 1,000. The Trustee shall, as soon as practical, notify the Company in writing of the Securities and portions of Securities so selected.

SECTION 4.03. Applicability of Sinking Fund . Redemption of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article; provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment” If provided for by the terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 4.04.

SECTION 4.04. Mandatory Sinking Fund Obligation . The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular series of Securities by (1) delivering to the Trustee outstanding Securities of such series in transferable form, together with, in the case of Bearer Securities, all unmatured Coupons appertaining thereto, theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section 4.01 or (2) receiving credit for Securities of such series (not previously so credited) acquired by the Company and theretofore delivered to the Trustee for cancellation. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a written notice signed on behalf of the Company by its Chairman of the Board of Directors, its President, any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, the General Counsel, the Deputy General Counsel or any Vice President which shall designate the Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied by such Securities (to the extent not theretofore delivered and cancelled) in transferable form. In case of the failure of the Company, at or before the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall be paid entirely in funds.

SECTION 4.05. Optional Redemption At Sinking Fund Redemption Fund Price . In addition to the sinking fund requirements of Section 4.04, to the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a certificate signed by its Chairman of the Board of

Directors, its President, any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, the General Counsel, the Deputy General Counsel or any Vice President stating that the Company will exercise such optional right, and specifying the amount which the Company will pay on or before the next succeeding sinking fund payment date. Such certificate shall also state that no default has occurred and is continuing.

SECTION 4.06. Application of Sinking Fund Payments . If the sinking fund payment or payments made in funds pursuant to either Sections 4.04 or 4.05 with respect to a particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if the Company shall so request, or such equivalent sum as set forth in the Officers’ Certificate or supplemental indenture provided for in Section 2.02 for Securities denominated other than in U.S. dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified in Section 4.03. The Trustee shall select, in the manner provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.02 for the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 4.06. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at maturity.

On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 4.06.

The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail or provide any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a default in payment of interest on any Securities of such series or of any Default (other than a default occurring as a consequence of this paragraph) of which the Trustee has actual knowledge, except that if the notice of redemption of any Securities of such series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article Four. Except as aforesaid, any moneys in the sinking fund at the time any such Default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such Default, be held as security for the payment of all the Securities of such series; provided, however, that in case such Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of this Section 4.06.

ARTICLE FIVE

COVENANTS OF THE COMPANY

The Company hereby covenants and agrees as follows:

SECTION 5.01. Payment of Principal, Premium and Interest . The Company will duly and punctually pay the principal of and premium, if any, on each of the Securities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities, any Coupons appertaining thereto and in this Indenture. Unless otherwise specified as contemplated by Section 2.02 with

respect to any series of Securities, any interest due on Bearer Securities on or before Maturity shall be payable only outside the United States and its possessions upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature.

SECTION 5.02. Maintenance of Office or Agency . As long as any of the Securities shall remain outstanding, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities (other than Bearer Securities, except as provided below) may be presented for payment, exchange and registration of transfer as in this Indenture provided and where notices and demands to or upon the Company in respect of this Indenture and of the Securities, whether registered or bearer, may be served. The Company will from time to time give written notice to the Trustee of the location of such office or agency and of any change in the location thereof. In case the Company shall fail to maintain any such office or agency or to give such notice of its location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. The Company hereby initially designates the Principal Office of the Trustee as its office or agency for all the above purposes.

If Securities of a series may be issuable as Bearer Securities, the Company will maintain subject to any laws or regulations applicable thereto, in a place of payment for that series which is located outside the United States and its possessions, an office or agency where Securities of that series and related Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Securities of that series); provided, however , that if the Securities of that series are listed on a stock exchange located outside the United States and the rules of such stock exchange shall so require, the Company will maintain a paying agent for the Securities of that series in each city located outside the United States and its possessions, as required by the rules and regulations of such stock exchange, so long as the Securities of that series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, and surrenders of Securities of that series may be made and notices and demands may be made or served at the Principal Office of the Trustee, except that Bearer Securities of that series and the related Coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series) at the place specified for the purpose as contemplated by this Section 5.02, and the Company hereby appoints the Trustee as its agent to receive such respective presentations, surrenders, notices and demands.

Except as otherwise provided in the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or its possessions or by check mailed to any address in the United States or its possessions or by transfer to an account maintained with a bank located in the United States or its possessions; provided, however , payment of principal of and any premium and interest denominated in U.S. dollars (including additional amounts payable in respect thereof) on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States or its possessions if (but only if) payment of the full amount of such principal, premium, interest or additional amounts in U.S. dollars at all offices outside the United States or its possessions maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or similar restrictions. Unless otherwise provided as contemplated by Section 2.02 with respect to any series of Securities, at the option of the Securityholder of any Bearer Security or related Coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States.

SECTION 5.03. Money for Security Payments to Be Held in Trust . If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series and any appurtenant Coupons, by their terms or as a result of the calling thereof for redemption shall become payable, the

Company will set apart and segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities and any appurtenant Coupons, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series and any appurtenant Coupons, shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the Holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 5.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series and any appurtenant Coupons, in trust for the benefit of the Holders of such Securities until such sums shall be paid to the Holder of such Securities or otherwise disposed of as herein provided; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series and any appurtenant Coupons, when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it.

Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 5.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such paying agent.

Any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of and any premium or interest on any Securities of any series or Coupons appertaining thereto and remaining unclaimed for two years after such principal and any premium or interest has become due and payable shall be paid to the Company on request by the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Securities or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money and all liability of the Company as trustee thereof shall thereupon cease; provided, however , that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company mail to Holders of Registered Securities or cause to be published once, in a newspaper of general circulation in each place of payment or both, a notice that such money remains unclaimed and that after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 5.04. Statement as to Compliance . The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by any Vice Chairman, the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, any Deputy Treasurer or any Assistant Treasurer of the Company, stating that:

(a) a review of the activities of the Company during such year with regard to its compliance with this Indenture has been made under such officer’s supervision; and

(b) to the best of such officer’s knowledge, based on such review, the Company has fulfilled all its obligations under Sections 5.01 to 5.03 of this Indenture throughout such year, or, if there has been a default (without regard to periods of grace or notice requirements) in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

ARTICLE SIX

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

SECTION 6.01. Events of Default . The term “Event of Default” as used in this Indenture with respect to Securities of any series shall mean one of the following described events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless it is either inapplicable to a particular series or it is specifically deleted or modified in the supplemental indenture, if any, under which such series of Securities is issued:

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

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

(c) the occurrence of any other Event of Default with respect to Securities of such series as provided in a supplemental indenture, Board Resolution or Officers’ Certificate applicable to such series of Securities.

SECTION 6.02. Acceleration of Maturity . If any one or more of the above-described Events of Default shall happen with respect to Securities of any series at the time outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series then outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a) and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration), shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon. Any declaration by the

Trustee pursuant to this Section 6.02 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 6.02 shall be by written notice to the Company and the Trustee.

SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee . If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and premium, if any, on any of the Securities of such series when and as the same shall become due and payable, whether at maturity, or by call for redemption (otherwise than pursuant to a sinking fund) by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any sinking fund payment as to a series of Securities, then, upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the Holders of Securities of such series or Coupons appertaining thereto, then outstanding the whole amount which then shall have become due and payable on any such Security or Coupon, with interest on the overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Securities of such series, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a).

In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a), shall be for the ratable benefit of the Holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or Coupons or this Indenture may be enforced by the Trustee without the possession of any of the Securities or Coupons and without the production of any thereof at any trial or any proceeding relative thereto.

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

SECTION 6.04. Trustee to File Claims As Attorney-In-Fact . The Trustee is hereby appointed, and each and every Holder of the Securities and Coupons, by receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the principal of, or interest on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it

and any predecessor trustee hereunder under Section 10.01(a); provided, however , that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities or Coupons, any plan of reorganization or readjustment of the Company affecting the Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder of any Securities in any such proceeding.

SECTION 6.05. Application of Money Collected . Any moneys collected by the Trustee with respect to a series of Securities under this Article Six shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities, and standing thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First: To the payment of all amounts due to the Trustee and any predecessor trustee hereunder under Section 10.01(a).

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

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

SECTION 6.06. Control by Holders; Waiver of Past Default . The Holders of a majority in principal amount of the Securities of any series at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series; provided, however , that, subject to the provisions of Sections 10.01 and 10.02, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of such series of Securities at the time outstanding may on behalf of the Holders of all of the Securities of such series waive any past default hereunder and its consequences except a default not theretofore cured in the payment of interest or any premium on or the principal of the Securities of such series or in respect of any covenant or provision hereof which under Article Thirteen cannot be modified or waived without the consent of the Holder of each outstanding Security of each series affected thereby. Upon any such waiver the Company, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Whenever any default hereunder shall have been waived as permitted by this Section 6.06, said default shall for all purposes of the Securities of such series and this Indenture cease to exist, and any Default or Event of Default arising therefrom shall be deemed to have been cured and to be not continuing.

SECTION 6.07. Limitation on Suits; Default . No Holder of any Security of any series or any related Coupons shall have any right to institute any action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case with respect to a Default with respect to such series of Securities, unless such Holder previously shall have given to the Trustee written notice of the happening of one or more of the Defaults herein specified with respect to such series of Securities, and unless also the Holders of 25% in principal amount of the Securities of such series then outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any Holder of any Security of such series; it being understood and intended that no one or more of the Holders of Securities of such series shall have any right in any manner whatsoever by his or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of all Holders of the outstanding Securities of such series; provided, however , that nothing contained in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on the Securities of such series or Coupons appertaining thereto to the respective Holders of such Securities or Coupons at the respective due dates in such Securities stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to institute suit to enforce the payment thereof.

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

(a) an Event of Default with respect to such series specified in Section 6.01; or

(b) the failure of the Company to pay any installment of interest on any Security of such series, when and as the same shall become payable, which failure shall have continued unremedied for a period of 30 days; or

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

(d) the failure of the Company to pay a sinking fund installment, if any, when and as the same shall become payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days, whether or not permitted by Article Fourteen; or

(e) the failure of the Company, subject to the provisions of Section 15.01, to observe and perform any other of the covenants or agreements on the part of the Company contained in this Indenture (including any indenture supplemental hereto) (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series), which failure shall not have been remedied to the satisfaction of the Trustee, or without provision deemed by the Trustee to be adequate for the remedying thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of such series then outstanding, specifying such failure and requiring the Company to remedy the same; or

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

SECTION 6.08. Costs and Attorneys’ Fees in Legal Proceedings . All parties to this Indenture and the Holders of the Securities agree that the court may in its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however , that the provisions of this Section 6.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more Holders of Securities holding in the aggregate more than 10% in principal amount of the Securities or Coupons outstanding, or to any action, suit or proceeding instituted by any Holder of Securities or Coupons for the enforcement of the payment of the principal of or premium, if any, or the interest on, any of the Securities or Coupons, on or after the respective due dates expressed in such Securities or Coupons.

SECTION 6.09. Remedies Cumulative . Except as provided in the last sentence of Section 2.06, no remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of any series or Coupons is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or of any Holder of the Securities of any series or Coupons to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Article Six to the Trustee and to the Holders, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders, as the case may be. In case the Trustee or any Holder of Securities or Coupons shall have proceeded to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders shall severally and respectively be restored to their former positions and rights hereunder and thereafter all rights, remedies and powers of the Trustee and the Holders shall continue as though no such proceedings had been instituted, except as to any matters so waived or adjudicated.

SECTION 6.10. Waiver of Stay or Extension Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no law had been enacted.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Acts of Holders . Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Securities voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article Eight, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders.

SECTION 7.02. Proof of Execution of Instrument and Holding of Securities . Proof of the execution of any instrument by a Securityholder or his agent or proxy and proof of the holding by any person of any of the Securities shall be sufficient if made in the following manner:

The fact and date of the execution by any person of any such instrument may be proved (a) by the certificate of any notary public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction, that the person who signed such instrument did acknowledge before such notary public or other officer the execution thereof, or (b) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

The ownership of Registered Securities shall be proved by the register of such Securities or by a certificate of the registrar thereof.

The principal amount and serial numbers of Bearer Securities held by any person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding.

The fact and date of execution of any such instrument or writing, the authority of the person executing the same and the principal amount and serial numbers of Bearer Securities held by the person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

The Trustee may accept such other proof or may require such additional proof of any matter referred to in this Section 7.02 as it shall deem appropriate or necessary.

SECTION 7.03. Securities Owned by Company or Other Obligor . In determining whether the Holders of the requisite principal amount of the Securities have concurred in any direction, request, waiver or consent under this Indenture, Securities which are owned by the Company or by any other obligor on the Securities or by any person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor shall be disregarded, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, request, waiver or consent, only Securities which the Trustee knows are so owned shall be disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.03 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not a person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any direction, request, waiver or consent under this Indenture, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

SECTION 7.04. Revocation by Holders of Consents to Action . At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities or of any series of Securities specified in this Indenture in connection with such action, any Holder of a Security which is shown by the evidence to be included in the Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor.

ARTICLE EIGHT

SECURITYHOLDERS’ MEETINGS

SECTION 8.01. Purposes of Meetings . A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Eight for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default, and any Default or Event of Default arising therefrom, hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article Six;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 13.02; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.

SECTION 8.02. Call of Meetings by Trustee . The Trustee may at any time call a meeting of Securityholders of all series that may be affected by the action proposed to be taken, to take any action specified in Section 8.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or in London, as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in the manner provided in Section 1.02, not less than 20 nor more than 90 days prior to the date fixed for the meeting.

SECTION 8.03. Call of Meetings by Company or Holders . In case at any time the Company, pursuant to a resolution of its Board of Directors, or the Holders of at least 10% in aggregate principal amount of the Securities of a series then outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place in the Borough of Manhattan or London as they shall determine for such meeting and may call such meeting to take any action authorized in Section 8.01, by giving notice thereof as provided in Section 8.02.

SECTION 8.04. Qualifications for Voting . To be entitled to vote at any meeting of Securityholders a person shall (a) be a Holder of one or more Securities of a series affected by the action proposed to be taken at the meeting or (b) be a person appointed by an instrument in writing as proxy by a Holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 8.05. Regulations for Meeting . Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 7.03, at any meeting of Securityholders of a series each Securityholder of such series or such Securityholder’s proxy shall be entitled to one vote for each $ 1,000 principal amount of Securities of such series outstanding held or represented by him; provided, however , that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders of such series. At any meeting of the Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03 the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

SECTION 8.06. Voting . The vote upon any resolution submitted to any meeting of Securityholders of a series affected by the action proposed to be taken at the meeting shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 8.07. No Delay of Rights by Meeting . Nothing contained in this Article Eight shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series.

ARTICLE NINE

REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS LISTS

SECTION 9.01. Reports by Trustee . (a) The Trustee shall transmit or otherwise make available to the Holders of Securities, as hereinafter provided, on or before May 15, 2002 and on or before May 15 in each year thereafter, a brief report as of the preceding March 15 as and to the extent required by Section 313(a) of the Trust Indenture Act of 1939.

(b) The Trustee shall transmit or otherwise make available to the Holders of Securities, as hereinafter provided, a brief report as and to the extent required by Section 313(b) of the Trust Indenture Act of 1939.

(c) Each report pursuant to the provisions of this Section 9.01 shall be transmitted by mail as and to the extent required by Section 313(c) of the Trust Indenture Act of 1939.

(d) The Trustee shall, at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of this Section 9.01, file a copy of such report with each stock exchange upon which the Securities are listed and also with the Securities and Exchange Commission. The Company agrees to notify the Trustee when, as and if the Securities become listed on any stock exchange.

Reports pursuant to this Section shall be transmitted by mail (1) to all Securityholders of Registered Securities, as their names and addresses appear in the security register and (2) to such Securityholders of Bearer Securities as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose, and (3) except in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each Holder of a Security of any series whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 9.03(b).

The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the provisions of this Section 9.01 and of Section 9.02.

SECTION 9.02. Reports by Company . (a) The Company will file with the Trustee, within 30 days after the Company shall be required so to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports which the Company may be required to file with the Securities and Exchange Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations.

(b) The Company will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required by such rules and regulations.

(c) The Company will transmit to the Holders of Registered Securities, and make available for inspection at the offices of its agents specified for such purpose, within 30 days after the filing thereof with the Trustee (unless some other time shall be fixed by the Securities and Exchange Commission), in the manner and to the extent provided in subdivision (c) of Section 9.01, such summaries of any information, documents and reports required to be filed by the Company pursuant to the provisions of subdivisions (a) and (b) of this Section 9.02 as may be required by rules and regulations prescribed by the Securities and Exchange Commission.

SECTION 9.03. Securityholders List . (a) The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:

(1) semi-annually, within 15 days after each Record Date, but in any event not less frequently than semi-annually, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of Registered Securities to which such Record Date applies, as of such Record Date; and

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

provided, however , that so long as the Trustee shall be the Security registrar, such list shall not be required to be furnished.

(b) The Trustee will preserve, in as current form as is reasonably practicable, all information as to the names and addresses of Holders of Securities so furnished or caused to be furnished to it by the Company or received by it in its capacity as paying agent or Security registrar. The Trustee may (1) destroy any information furnished to it as provided in subdivision (a) of this Section 9.03 upon receipt of new similar information so furnished to it and (2) destroy any information received by it as paying agent or Security registrar, but not until 45 days after a subsequent interest payment shall have been made.

(c) Within five business days after receipt by the Trustee of a written application by any three or more Holders of Securities stating that such Holders (hereinafter in this subdivision (c) called “such applicants”) desire to communicate with other Holders of Securities with respect to their rights under this Indenture or under the Securities, and accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, the Trustee will, at its election, either

(1) afford to such applicants access to all information furnished to, or received by, and preserved by, the Trustee pursuant to the provisions of this Section 9.03; or

(2) inform such applicants as to the approximate number of Holders of Securities according to the most recent information so furnished to, or received by, and preserved by, the Trustee, and as to the approximate cost of mailing to such Holders of Securities the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to all Holders of Registered Securities whose names and addresses are contained in the information so furnished to, or received by, and preserved by, the Trustee copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless, within five days after such tender, the Trustee shall mail to such applicants, and file with the Securities and Exchange Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Securities and Exchange Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of the objections specified in the written statement so filed, or if, after the entry of an order sustaining one or more of such objections, the Securities and Exchange Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders of Securities with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

Each and every Holder of a Security, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with the provisions of this subdivision (c), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under this subdivision (c).

ARTICLE TEN

CONCERNING THE TRUSTEE

SECTION 10.01. Acceptance of Trusts Upon Specified Conditions . The Trustee accepts the trusts created by this Indenture upon the terms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities agree:

(a) The Trustee shall be entitled to reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and such compensation, as well as the reasonable compensation of its counsel, and all other reasonable expenses, disbursements and advances incurred or made by the Trustee hereunder, the Company agrees to pay promptly on demand from time to time as such services shall be rendered and as such expenses shall be incurred. The Company also agrees to indemnify each of the Trustee and any predecessor trustee hereunder for, and to hold it harmless against, any loss, liability or expense incurred without its own negligence or bad faith, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties, as well as the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this subdivision (a), the Trustee shall have a lien therefor on any moneys held by the Trustee hereunder prior to any rights therein of the Holders of the Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to indemnify the Trustee under this Section 10.01(a) shall survive the resignation or removal of the Trustee or any satisfaction and discharge under Article Eleven.

(b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(c) The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals contained herein or in the Securities (except its certificates of authentication thereon), all of which are made by the Company solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of the Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.

(d) The Trustee may consult with counsel, and, to the extent permitted by Section 10.02, the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with such advice of counsel or Opinion of Counsel.

(e) The Trustee, to the extent permitted by Section 10.02, may rely upon the certificate of the Secretary or one of the Assistant Secretaries of the Company as to the adoption of any resolution by the Board

of Directors or stockholders of the Company, and any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by, and whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, offering or omitting any action hereunder, the Trustee may rely upon, an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed).

(f) The Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 10.06 and 10.09, may otherwise deal with the Company with the same rights it would have had if it were not a Trustee or such agent.

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

(h) Any action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any person who at the time is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security or Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereon the fact that such request or consent had been made or given.

(i) Subject to the provisions of Section 10.02, the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(j) Subject to the provisions of Section 10.02, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of the Securities, pursuant to any provision of this Indenture, unless one or more of the Holders of the Securities shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by it therein or thereby.

(k) Subject to the provisions of Section 10.02, the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture.

(1) Subject to the provisions of the first paragraph of Section 10.02, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document.

(m) Subject to the provisions of Section 10.02, the Trustee shall not be deemed to have knowledge or notice of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Holders of not less than 25% of the Outstanding Securities of any series notify the Trustee thereof.

SECTION 10.02. Duties of Trustee in Case of Default . If one or more of the Defaults specified in Section 6.07 with respect to the Securities of any series shall have happened, then, during the continuance thereof, the Trustee shall, with respect to the Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding,

(a) unless and until a Default specified in Section 6.07 with respect to the Securities of any series shall have happened which at the time is continuing,

(1) the Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined solely by the express provisions of this Indenture; and

(2) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions of this Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee shall not be liable to any Holder of Securities or to any other person for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable to any Holder of Securities or to any other person with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of Security Holders given as provided in Section 6.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by this Indenture.

None of the provisions of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 10.03. Notice of Default . Within 90 days after the occurrence thereof, the Trustee shall give to the Holders of the Securities of a series, as provided in subdivision (c) of Section 9.01, notice of each Default with respect to the Securities of such series known to the Trustee, unless such Default shall have been cured before the giving of such notice (the term “Default” for the purposes of Section 10.01(m) and this Section 10.03 being hereby defined to be the events specified in Section 6.07, which are, or after notice or lapse of time or both would become, Defaults as defined in said Section); but, unless such Default be the failure to pay the principal of, or premium, if any, or interest on any of the Securities of such series or Coupons appertaining thereto when and as the same shall become payable, or to make any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding such notice, if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities or Coupons.

SECTION 10.04. Resignation of Trustee . The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Company notice in writing and by mailing notice thereof to the Holders of Securities of such series at their addresses as the same shall then appear in the register of the Company and, if Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each place of payment for the Securities of such series located outside the United States. Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing with such Trustee and the delivery to the Company of an instrument or instruments in writing signed by the Holders of a majority in principal amount of the Securities of such series then outstanding, specifying such removal and the date when it shall become effective.

Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification provided in Section 10.01(a) shall survive its resignation or removal.

SECTION 10.05. Qualifications of Trustee . There shall at all times be a Trustee under this Indenture, and such Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, in good standing and having an office in the Borough of Manhattan, The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or State authority and which has a combined capital and surplus of not less than $25,000,000. For the purposes of this Section 10.05, the combined capital and surplus of any such Trustee shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published by such Trustee, provided that such reports are published at least annually, pursuant to law or to the requirements of a Federal or State supervising or examining authority. If such Trustee or any successor shall at any time cease to have the qualifications prescribed in this Section 10.5, it shall promptly resign as Trustee hereunder. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as trustee upon the Securities.

SECTION 10.06. Disqualification of Trustee . The Trustee shall be subject to the provisions of Section 310(b) of the Trust Indenture Act of 1939 during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act of 1939 with respect to the Securities of any series, there shall be excluded for purposes of the conflicting interest provisions of such Section 310(b) the Securities of every other series issued under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act of 1939.

SECTION 10.07. Appointment of Trustee . In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Section 310(b)(iii) of the Trust Indenture Act of 1939, in which event the vacancy shall be filled as provided in said Section), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation with respect to the Securities of one or more series, a successor Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any series) may be appointed by the Holders of a majority in principal amount of the Securities of that or those series then Outstanding, by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Securities of that or those series as herein authorized, the Company by a resolution of its Board of Directors, or, in case all or substantially all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the Securities of such series. Subject to the provisions of Sections 10.04, 10.05 and 10.6, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with respect to the Securities of such series shall cease to be Trustee hereunder. After any such appointment other than by the Holders of Securities of that or those series the person making such appointment shall forthwith cause notice thereof to be mailed to the Holders of Securities of such series at their addresses as the same shall then appear on the register of the Company; but any successor Trustee with

respect to the Securities of such series so appointed shall, immediately and without further act, be superseded by a successor Trustee appointed by the Holders of Securities of such series in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Company, or by such receivers, trustees or assignees.

If any Trustee with respect to the Securities of one or more series shall resign because of conflict of interest as provided in Section 310(b)(i) of the Trust Indenture Act of 1939 and a successor Trustee shall not have been appointed by the Company or by the Holders of the Securities of such series or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 10.07 within three months after such appointment might have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Company or of the successor Trustee or of the Holders of at least 10% in principal amount of the Securities of such series then outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and obligations.

SECTION 10.08. Merger, Conversion or Consolidation of Trustee; Successor Trustee . Any corporation into which the Trustee or any successor to it in the trusts created by this Indenture shall be merged or converted, or any corporation with which it or any successor to it shall be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any corporation to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of Securities, any of such Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 10.09. Trustee as Creditor of Company . If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding the collection of claims against the Company (or any such other obligor).

SECTION 10.10. Trustee May Rely on Officer’s Certificate . Subject to Section 10.02, and subject to the provisions of Section 15.03 with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate with respect thereto delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

ARTICLE ELEVEN

SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 11.01. Satisfaction and Discharge of Indenture . This Indenture shall upon request of the Company cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(a) either

(1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06, (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 5.03, (iii) Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has not been waived as provided in Section 2.05, and (iv) Coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 4.02) have been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of redemption by the Trustee in the name, and at the expense, of the Company,

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

(b) the Company has paid or cause to be paid all other sums payable hereunder with respect to such series by the Company; and

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 10.01(a) and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the obligations of the Trustee under Sections 5.03 and 11.02 shall survive.

SECTION 11.02. Defeasance and Discharge . The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 2.02. In addition to discharge of this Indenture pursuant to Sections 11.01 and 11.03, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, as certified pursuant to subparagraph (a) of Section 11.04 can be determined at the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such series as provided in this Section on and after the date the conditions set forth in Section 11.04 are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 11.04, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders of Securities of each series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 11.02 and (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same.

SECTION 11.03. Covenant Defeasance . In the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, as certified pursuant to subparagraph (a) of Section 11.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released from its obligations under any covenants or agreements specified in or pursuant to this Indenture, except as to (A) rights of registration of transfer and exchange of Securities of such series, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series, (C) rights of Holders of Securities of such series to receive, from the Company pursuant to Section 5.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and mandatory sinking fund payments, if any, (D) the rights, obligations, duties and immunities of the Trustee hereunder and (E) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (ii) the occurrence of any event specified in Section 6.07(e) (with respect to any of the covenants or agreements specified in or pursuant to this Indenture) and 6.01 (c) or 6.07(f) shall be deemed not to be or result in a Default or an Event of Default, as applicable, in each case with respect to the Outstanding Securities of such series on or after the date the conditions set forth in Section 11.04 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee, at the cost of the Company, shall execute proper instruments acknowledging the same. For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or agreement (to the extent so specified in the case of Section 6.07(e)), whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or agreement or by reason of any reference in any such covenant or agreement to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.

SECTION 11.04. Conditions to Defeasance or Covenant Defeasance . The following shall be the conditions to application of either Sections 11.02 and 11.03 to the Outstanding Securities of any series:

(a) with reference to Section 11.02 or 11.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of such series (i) cash in an amount, or (ii) U.S. Government Obligations maturing as to principal and interest, if any, at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable, and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;

(b) in the case of Defeasance under Section 11.02, the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, Defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, Defeasance and discharge had not occurred;

(c) in the case of Covenant Defeasance under Section 11.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to the United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred;

(d) no Default or event which with notice or lapse of time or both would become a Default shall have occurred or be continuing on the date of the deposit referred to in subparagraph (a);

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

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

SECTION 11.05. Application of Trust Money . Subject to the provisions of the last paragraph of Section 5.03, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 11.04 shall be held in trust, and such money and all money from such U.S. Government Obligations shall be applied by it, in accordance with the provisions of the Securities, the Coupons, if any, and this Indenture, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and U.S. Government Obligations has been deposited with the Trustee.

SECTION 11.06. Indemnity for U.S. Government Obligations . The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 11.04 or the principal or interest received in respect of such obligations other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities.

SECTION 11.07. Deposits of Non-U.S. Currencies . Notwithstanding the foregoing provisions of this Article Eleven, if the Securities of any series are payable in a coin or currency or currency unit other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article Eleven shall be as set forth in the Officers’ Certificate or established in the supplemental indenture under which the Securities of such series are issued.

ARTICLE TWELVE

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01. Liability Solely Corporate . No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Security or Coupon or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities, and related Coupons, if any, are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or Coupons or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released.

ARTICLE THIRTEEN

SUPPLEMENTAL INDENTURES

SECTION 13.01. Supplemental Indentures Without Consent of Holders . The Company (when authorized by resolution of its Board of Directors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposes:

(a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company contained therein and in the Securities, pursuant to Section 15.01;

(b) to add to the covenants and agreements of the Company to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Defaults, in each case for the protection or benefit of the Holders of all or any series of Securities or Coupons (and if such covenants, agreements and Defaults are to be for the benefit of less than all series of Securities or Coupons, stating that such covenants, agreements and Defaults are expressly being included for the benefit of such series as shall be identified therein); or herein conferred upon the Company;

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

(d) to secure the Securities;

(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purpose of issue, authentication or delivery of the Securities of any series, as herein set forth or other conditions, limitations or restrictions thereafter to be observed.

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 10.07;

(g) to cure any ambiguity, to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein, or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not materially adversely affect the interests of the Holders of Securities or any related Coupons; or

(h) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related Coupons in any material respect.

Subject to the provisions of Section 13.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder.

Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 13.02.

SECTION 13.02. Supplemental Indentures With Consent of Holders . With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or of any supplemental indenture, or of modifying in any manner the rights of the Holders of Securities of such series and any related Coupons to be affected or to waive any default or Default under the Indenture; provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the floating or adjustment rate provision pursuant to which such rate is determined that would reduce that rate

for any period) or any premium payable upon the redemption payable upon the redemption thereof, or change any place of payment where, or the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Securityholders;

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

(c) modify any of the provisions of this Section or Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section or the deletion of this proviso, in accordance with the requirements of Sections 10.07 and 13.01(f).

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

It shall not be necessary for the consent of Securityholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such act shall approved the substance thereof.

The Company may set a record date for the purpose of determining the identity of the Holders of each series of Securities entitled to give a written consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall be not more than 30 days prior to the first solicitation of such consent or waiver or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act of 1939.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 13.02, the Company shall mail a notice to the Holders of Registered Securities at their addresses as the same shall appear in the register of the Company and, if Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each place of payment for the Securities of such series located outside the United States, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 13.03. Execution of Supplemental Indenture . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereof of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 10.02) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 13.04. Effect of Supplemental Indenture . Upon the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen, this Indenture shall be and be deemed to be

modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 13.05. Reference in Securities to Supplemental Indenture . Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen may bear a notation in a form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities then outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Securities.

SECTION 13.06. Conformity With Trust Indenture Act . Every supplemental indenture executed pursuant to the provisions of this Article Thirteen shall conform to the requirements of the Trust Indenture Act of 1939 as then in effect.

ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES

SECTION 14.01. Securities Subordinate to Senior Indebtedness . The Company covenants and agrees that, except to the extent otherwise provided for pursuant to Section 2.02, the indebtedness evidenced by the Securities of each series or Coupons appertaining thereto is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of Securities or Coupons, by his acceptance thereof, likewise covenants and agrees to the subordination herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness.

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

In the event of:

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

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

(d) any other marshaling of the assets of the Company,

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

In the event that, notwithstanding the foregoing, any payment or distribution of any character on any Security, whether in cash, securities or other property (other than (i) securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities or Coupons, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (ii) payments made from a defeasance trust created pursuant to Article Eleven), shall be received by the Trustee or any Holder of Securities or Coupons in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered or transferred to, the Holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such Holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder of Securities to endorse or assign any such payment, distribution or security, each Holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.

No present or future Holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay such Holders of Securities the principal of and premium, if any, and interest on such Securities or prevent the Trustee or the Holder of Securities from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon the occurrence of a Default hereunder, all subject to the rights of the Holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders of Securities or Coupons.

Senior Indebtedness shall not be deemed to have been paid in full unless the Holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities or Coupons shall be subrogated to all rights of any Holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness unless the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such Holders of Securities or Coupons, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the Holders of Senior Indebtedness, shall, as between the Company and its creditors other than the Holders of Senior Indebtedness, on the one hand, and such Holders of Securities, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series.

The Trustee and Holders of Securities will take such action (including, without limitation, the delivery of this Indenture to an agent for the Holders of Senior Indebtedness or consent to the filing of a financing statement with respect thereto) as may, in the opinion of counsel designated by the Holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions.

SECTION 14.02. Reliance On Certificate of Liquidating Agent: Further Evidence of Ownership of Senior Indebtedness . Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee and the Holders of Securities or Coupons shall be entitled to rely upon an order or decree made by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other persons making such payment or distribution, delivered to the Trustee or to the Holders of Securities or Coupons, for the purpose of ascertaining the persons entitled to participate in such distribution, the Holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the absence of any such bankruptcy trustee, receiver, assignee or other person, the Trustee shall be entitled to rely upon a written notice by a person representing himself to be the Holder of Senior Indebtedness (or a trustee or representative on behalf of such Holder) as evidence that such person is a Holder of Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a Holder of Senior Indebtedness to participate in any payments or distributions pursuant to this Article Fourteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article Fourteen, and if such evidence is not furnished, the Trustee may refuse to offer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the Holders of Senior Indebtedness.

SECTION 14.03. Payment Permitted If No Default . Nothing contained in this Article Fourteen or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 14.01, from making payments at any time of the principal of or premium, if any, or interest on the Securities or Coupons appertaining thereto, or (b) the application by the Trustee or any paying agent of any monies deposited with it hereunder to payments of the principal of or premium, if any, or interest on the Securities or Coupons appertaining thereto if, at the time of such deposit, the Trustee or such paying agent, as the case may be, did not have the written notice provided for in Section 14.04 of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any paying agent (other than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee or any paying agent shall not be affected by any notice to the contrary received by it on or after such date.

SECTION 14.04. Trustee Not Charged With Knowledge of Certain Facts . Anything in this Article Fourteen or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies hereunder to or by the Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.01 has happened, until the Trustee shall have received an Officers’ Certificate to that effect or notice in writing to that effect signed by or on behalf of the Holders or Holders, or their representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such Holder or Holders or representatives or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided that, if prior to the third business day preceding the date upon which by the terms hereof any

monies become payable hereunder (including, without limitation, the payment of either the principal of or premium, if any, or interest on any Security), or in the event of the execution of an instrument pursuant to Section 11.01 acknowledging satisfaction and discharge of this Indenture, then if prior to the second business day preceding the date of such execution, the Trustee or any paying agent shall not have received with respect to such monies the Officers’ Certificate or notice provided for in this Section 14.04, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall have full power and authority to receive such monies and apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The Company shall give prompt written notice to the Trustee and to the paying agent of any facts known to the Company which would prohibit the payment of monies to or by the Trustee or any paying agent

SECTION 14.05. Trustee to Effectuate Subordination . Each Holder of Securities by his acceptance thereof authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination as between such Holder of Securities and Holders of Senior Indebtedness, as provided in this Article Fourteen, and appoints the Trustee its attorney-in-fact for any and all such purposes.

SECTION 14.06. Trustee’s Rights Regarding Senior Indebtedness . The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Indebtedness which may at the time be held by it to the same extent as any other Holder of Senior Indebtedness; provided that nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder; and provided further that nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.01(a).

SECTION 14.07. Articles Applicable to Paying Agent . In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article Fourteen shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if the paying agent were named in this Article Fourteen in addition to or in place of the Trustee; provided, however, that Sections 14.04 and 14.06 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as paying agent

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 15.01. Consolidation, Merger, Sale or Lease . The Company will not consolidate with any other corporation or accept a merger of any other corporation into the Company or permit the Company to be merged into any other corporation, or sell other than for cash or lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation, unless (i) either the Company shall be the continuing corporation, or the successor, transferee or lessee corporation (if other than the Company) shall expressly assume, by indenture supplemental hereto satisfactory to the Trustee, executed and delivered by such corporation prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Company, and (ii) if provided by the terms of a series of Securities pursuant to Section 2.02, immediately after such consolidation, merger, sale, lease or purchase, no Default, and no event which, after notice or lapse of time or both, would become a Default, shall have happened and be continuing in the performance by the Company or the successor, transferee or lessee corporation (if other than the Company) of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another corporation shall not be deemed to be a purchase of such assets by the Company.

Anything in this Indenture to the contrary notwithstanding, the Company or any Subsidiary may fail or omit in any particular instance to comply with a covenant or condition set forth in this Section 15.01 with respect to any series of Securities if the Company shall have obtained and filed with the Trustee, prior to the

time of such failure or omission, evidence (as provided in Article Seven) of the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such series at the time outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect any obligation not waived by the terms of such waiver or impair any right consequent thereon. Until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or conditions shall remain in full force and effect.

SECTION 15.02. Rights Under Indenture Limited to Parties thereto and Holders . Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any person or corporation other than the parties hereto and their successors and the Holders of the Securities any right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of the Securities.

SECTION 15.03. Evidence of Compliance With Conditions Precedent . As evidence of compliance with the conditions precedent provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) which relate to the authentication and delivery of any Securities, to the satisfaction and discharge of this Indenture or to any other action to be taken by the Trustee at the request or upon the application of the Company, the Company will furnish to the Trustee an Officers’ Certificate, stating that such conditions precedent have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel such conditions precedent have been complied with.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such condition or covenant; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Notwithstanding any provision of this Indenture authorizing the Trustee conclusively to rely upon any certificates or opinions, the Trustee, before granting any application by the Company or taking or refraining from taking any other action in reliance thereon, may require any further evidence or make any further investigation as to the facts or matters stated therein which it may, in good faith, deem reasonable in the circumstances, and in connection therewith the Trustee may examine or cause to be examined the pertinent books, records and premises of the Company or of any Subsidiary; and the Trustee shall, in any such case, require such further evidence or make such further investigation as may be requested by the Holders of a majority in principal amount of the Securities then outstanding; provided that, if payment to the Trustee of the costs, expenses and liabilities likely to be incurred by it in making such investigation is not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee before making such investigation may require reasonable indemnity against such costs, expenses or liabilities. Any further evidence which may be requested by the Trustee pursuant to any of the provisions of this paragraph shall be furnished by the Company at its own expense; and any cost, expenses and liabilities incurred by the Trustee pursuant to any of the provisions of this paragraph shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the Company, upon demand, with interest at the lowest rate born by the Securities of any series but in no event less than 5%, and, until such repayment, shall be secured by a lien on any moneys held by the Trustee hereunder prior to any rights therein of the Holders of Securities.

SECTION 15.04. Cancellation of Securities . All Securities and Coupons paid, redeemed, exchanged, surrendered for registration of transfer or retired pursuant to a sinking fund or otherwise shall, if surrendered to the Company or to any paying agent, be delivered to the Trustee for cancellation and shall be cancelled by it or, if surrendered to the Trustee, shall be cancelled by it, and, except as otherwise provided in

Sections 2.05, 2.06, 2.07, 2.08, 4.02 and 13.05, no Securities shall be issued under the Indenture in lieu thereof. The Trustee shall make appropriate notations in its records in respect of all such Securities and may, but shall not be obligated to, destroy such Securities. If the Trustee shall destroy any such Securities or Coupons it shall deliver a certificate of such destruction to the Company. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation.

SECTION 15.05. Conflict with Trust Indenture Act . If any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

SECTION 15.06. Acts of Board Committees . Whenever action is required by this Indenture by the Board of Directors of the Company and there is at the time constituted a committee of the Board of Directors duly authorized to take such action, or a committee of officers or other representatives of the Company so authorized by the Board of Directors, such action by such a committee shall be deemed to be the action of the Board of Directors and shall be sufficient for all purposes of this Indenture where action by the Board of Directors is specified.

SECTION 15.07. Notices . Any notice or demand authorized by this Indenture to be given to the Company shall be sufficiently given for all purposes if it shall be sent by registered mail to the Company addressed to it at 399 Park Avenue, New York, New York 10043 to the attention of its Deputy General Counsel or at such other address, as may have been furnished in writing to the Trustee by the Company. Any notice, direction, request or demand to or upon the Trustee shall be sufficiently given, for all purposes, if it is given or made in writing to the Principal Office of the Trustee. Any notice required or permitted to be given to Securityholders shall be sufficiently given as provided in Section 1.02.

SECTION 15.08. Payments Due on Non-Business Days . In any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any Securities shall not be a business day, then payment of interest, principal and premium, if any, may be made on the next succeeding business day with the same force and effect as if made on the date of maturity and no interest shall accrue for the period after such date.

SECTION 15.09. Counterparts . This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 15.10. Governing Law . This Indenture and each Security shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be construed in accordance with the law of said State.

SECTION 15.11. Separability Clause . In case any provision in this Indenture or in the Securities shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 15.12. Legend . The Securities are not savings accounts, deposits or other obligations of any insured depositary institution or other subsidiary of the Company but are unsecured obligations of the Company and are not insured by the Federal Deposit Insurance Corporation or any other government agency or instrumentality.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and BANK ONE TRUST COMPANY. N.A. has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by one of its authorized officers, all as of April 12, 2001.


CITIGROUP INC.

By:
Name:		Guy R. Whittaker
Title:		Treasurer

[CORPORATE SEAL]


Attest:

By:
Name:
Title:


BANK ONE TRUST COMPANY, N.A.

By:
Name:
Title:


[CORPORATE SEAL]

Attest:

By:
Name:
Title:

STATE OF NEW YORK.)

:ss.:

COUNTY OF NEW YORK)

On the 12 ^th day of April, in the year 2001, before me personally came Guy R. Whittaker, to me known, who, being by me duly sworn, did depose and say that he resides in New York, New York; that he is a Treasurer of CITIGROUP INC., one of the corporations described in and which executed the foregoing instrument, that he knows the seal of said corporation, that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

STATE OF NEW YORK.)

:ss.:

COUNTY OF NEW YORK)

On the day of , in the year 2001, before me personally came [NAME], to me known, who, being by me duly sworn, did depose and say that she resides at [ADDRESS, CITY, STATE, ZIP CODE]; that she is a(n) [TITLE] of BANK ONE TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument, that she knows the seal of said corporation, that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that she signed her name thereto by like authority.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and BANK ONE TRUST COMPANY, N.A. has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by one of its authorized officers, all as of April 12, 2001.


CITIGROUP INC.

By:
Name:		Guy R. Whittaker
Title:		Treasurer

[CORPORATE SEAL]


Attest:

By:
Name:
Title:


BANK ONE TRUST COMPANY, N.A.

By:
Name:		Mary R. Fonti
Title:		Authorized Officer

[CORPORATE SEAL]


Attest:

By:
Name:		Sandra Whalen
Title:		Authorized Officer

STATE OF NEW YORK.)

:ss.:

COUNTY OF NEW YORK)

On the 12th day of April, in the year 2001, before me personally came Mary R. Fonti, to me known, who, being by me duly sworn, did depose and say that she resides at 1681 West 8 ^th Street, Brooklyn, New York, 11223; that she is an Authorized Officer of BANK ONE TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument, that she knows the seal of said corporation, that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that she signed her name thereto by like authority.

Exhibit A

Form of Accountholder’s Certification

CITIGROUP INC.

(incorporated with limited liability under

the laws of the State of Delaware, United States of America)

[currency][amount]

[title of Securities]

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (a) are owned by persons that are not (i) citizens or residents of the United States, (ii) corporations, partnerships or other entities created or organized in or under the laws of the United States, (iii) estates if the income of such estates falls within the federal income tax jurisdiction of the United States regardless of the source of such income, or (iv) trusts if a United States court is able to exercise primary supervision over their administration and one or more United States persons have the authority to control all of their substantial decisions (“ United States persons ”), (b) are owned by United States person(s) that (i) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(l)(v)) (“ financial institutions ”) purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution hereby agrees, cm its own behalf or through its agent, that you may advise the Company or the Company’s agent that, for the benefit of the Company and the Company’s agent, it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (c) (whether or not also described in clause (a) or (b)) this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

[If the Securities are of the category contemplated in Section 230.903(bX3) of Regulation S under the Securities Act of 1933, as amended (the “ Act ”), then this is also to certify that, except as set forth below, the Securities are beneficially owned by (1) non-U.S. person(s) or (2) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this paragraph the term “ U.S. person ” has the meaning given to it by Regulation S under the Act.]

As used herein, “ United States ” means the United States of America (including the States and the District of Columbia); and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by your for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to [ currency ] [ amount ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

This certificate is intended to comply with U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D) and shall be interpreted and retained in accordance therewith.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.


Dated: [ ] [name of account holder]
as, or as agent for, the beneficial owner(s) of the Securities to which this certificate relates.

By:
		Authorized signatory

A-1

Exhibit B

Form of Enroclear/Clearstream Banking Certification

CITIGROUP INC.

(incorporated with limited liability under

the laws of the State of Delaware, United States of America)

[ currency ] [ amount ]

[ title of Securities ]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organizations ”) substantially to the effect set forth in the temporary global note issued in respect of the securities, as of the date hereof, [ currency ] [ amount ] principal amount of the above-captioned Securities (a) is owned by persons that are not (i) citizens or residents of the United States, (ii) corporations, partnerships or other entities created or organized in or under the laws of the United States, (iii) estates if the income of such estates falls within the federal income tax jurisdiction of the United States regardless of the source of such income, or (iv) trusts if a United States court is able to exercise primary supervision over their administration and one or more United States persons have the authority to control all of their substantial decisions (“ United States persons ”), (b) is owned by United States persons that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“ financial institutions ”) purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution) has agreed, on its own behalf or through its agent, that we may advise the Company or the Company’s agent that, for the benefit of the Company and the Company’s agent, it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code or 1986, as amended, and the regulations thereunder), or (c) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (c) (whether or not also described in clause (a) or (b)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

[If the Securities are of the category contemplated in Section 230.903(b)(3) of Regulation S under the Securities Act of 1933, as amended (the “Act”), then this is also to certify with respect to the principal amount of Securities set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organizations entitled to a portion of such principal amount, certifications with respect to such portion substantially to the effect set forth in the temporary global note issued in respect of the Securities.]

We further certify (1) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (2) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interests) are no longer true and cannot be relied upon as of the date hereof.

This certificate is intended to comply with U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D) and shall be interpreted and retained in accordance therewith.


Dated [ ]
Euroclear Bank S.A. / N.V. as operator of the Euroclear System or Clearstream Banking S.A.

By:
		Authorised signatory

B-1

Exhibit C

Form of Certificate to be Given by Euroclear

and Clearstream Banking S.A. to Obtain Interest

CITIGROUP INC.

(incorporated with limited liability under

the laws of the State of Delaware, United States of America)

[ currency ] [ amount ]

[ title of Securities ]

This is to certify that interest payable on the Interest Payment Date[s] on [Insert date(s)] will be paid with respect to principal amount of the above-captioned Securities with respect to which we have received from the persons appearing in our records as being entitled to interest payable on such date (our “ Qualified Account Holders ”) certificates substantially in the form set out in Exhibit A to the Indenture relating to the above captioned Securities that such Securities (a) are owned by a person (other than a financial institution for purposes of resale during the restricted period) who is not a United States person; (b) are owned by a United States person (other than a financial institution for purposes of resale during the restricted period) who is (i) a foreign branch of a United States financial institution or (ii) a United States person who acquired such Securities through the foreign branch of a United States financial institution and who for purposes of this certification holds such Securities through such financial institution of the date hereof and, in either case, such United States financial institution has agreed, for the benefit of the Company and the Company’s agent, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as from time to time amended, and the regulations thereunder, or (c) are owned by a financial institution for purposes of resale during the restricted period and such financial institution has certified that it has not acquired such Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

To the extent that we have knowledge that any of such certificates is false and to the extent that we have not received with respect to any Securities such certificates from Qualified Account Holders, we are not requesting that payment be made for interest with respect thereto.

We further certify that as of the date hereof we have not received any notification from any of our Qualified Account Holders to the effect that the statements made by such Qualified Account Holders with respect to any interest payment on any portion of the principal amount of the Securities referred to above are no longer true and cannot be relied upon as of the date hereof.

We undertake that any interest received by us and not paid as provided above shall be returned to the Trustee for the above-captioned Securities immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid by such Trustee to the above Company at the end of two years after such Interest Payment Date.

As used herein, “ United States person ” means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States and an estate or trust the income of which is subject to United States federal income taxation regardless of its source, “ United States ” means the United States of America (including the States and the District of Columbia), “ possessions ” of the United States include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands, “ restricted period ” means the period described in Section 1.163-5(c)(2)(i)(D)(7) of the Treasury Regulations and “ financial institution ” means the persons described in Section 1.165-12(c)(1)(v) of the Treasury Regulations.

This certificate is intended to comply with U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D) and shall be interpreted and retained in accordance therewith.

We understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.


Dated: [ ]
[To be dated on or after the most recent relevant Interest Payment Date]
Euroclear Bank S.A. / N.V., as Operator of the Euroclear System] [Clearstream Banking S.A.]

By:
		Authorised signatory

C-1

Exhibit 5.1

LOGO

February 4, 2013

Citigroup Inc.

399 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

I am an Associate General Counsel-Capital Markets of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) relating to the subordinated debt securities of the Company (the “Subordinated Securities”). The Subordinated Securities are being issued under an Indenture dated as of April 12, 2001, as amended (the “Subordinated Indenture”), between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”).

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies.

Upon the basis of the foregoing, I am of the opinion that:

1. The Company is a duly incorporated and existing corporation under the laws of the State of Delaware.

2. The Subordinated Securities have been validly authorized by the Company and, assuming such Subordinated Securities are duly authenticated by the Trustee in the manner provided for in the Subordinated Indenture and delivered against consideration therefor, such Subordinated Securities are the legal, valid and binding obligations of the Company, entitled to the benefits of the Subordinated Indenture.

Insofar as my opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, it is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law.

My opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.

I consent to the filing of this opinion with the Registration Statement and to the reference to my name in the prospectus constituting a part of such Registration Statement under the heading “Legal Matters.” In giving such consent, I do not thereby admit that I come 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 Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Michael J. Tarpley

Associate General Counsel—Capital Markets

Exhibit 23.1

KPMG LLP

345 Park Avenue

New York, NY 10154

Telephone

Fax

Internet

212 758 9700

212 758 9819

www.us.kpmg.com

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Citigroup Inc.:

We consent to the use of our reports dated February 24, 2012, except as to Note 4 and the first three items of Note 30 which are as

of May 25, 2012, with respect to the consolidated balance sheets of Citigroup Inc. and subsidiaries (“Citigroup”) as of December 31, 2011 and 2010, the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2011, the related consolidated balance sheets of Citibank, N.A. and subsidiaries as of December 31, 2011 and 2010, and the effectiveness of Citigroup’s internal control over financial reporting as of December 31, 2011, incorporated by reference in this registration statement on Form S-3 (“the Registration Statement”) of Citigroup Inc. and to the reference to our firm under the heading “Experts” in the Registration Statement. The aforementioned report with respect to the consolidated financial statements of Citigroup refers to changes in Citigroup’s method of accounting for qualifying special purpose entities, variable interest entities and embedded credit derivatives.

LOGO

New York, New York

February 4, 2013

KPMG LLP is a Delaware limited liability partnership, the U.S.

member firm of KPMG International Cooperative, a Swiss entity.

Exhibit 23.3

LOGO

February 4, 2013

Citigroup Inc.

399 Park Avenue

New York, NY 10043

Ladies and Gentlemen:

We have acted as special tax counsel to Citigroup Inc. (the “Company”) in connection with the registration statement on Form S-3 of the Company (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. We hereby consent to the reference to our name under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the capacity 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 hereunder.


Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:		/s/ Erika W. Nijenhuis
		Erika W. Nijenhuis, a Partner

Exhibit 24.1

POWER OF ATTORNEY

(Citi Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint John C. Gerspach, Eric A. Aboaf and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents, or any of them, may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities of the Company being registered on the Registration Statement on Form S-3 to which this power of attorney is filed as an exhibit (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of the undersigned as a director of the Company, the Registration Statement on Form S-3 to which this power of attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such Registration Statement or amendments, and to file or cause to be filed the same with the Securities and Exchange Commission, and to effect any and all applications and other instruments in the name and on behalf of the undersigned which said attorneys-in-fact and agents, or any of them, deem advisable in order to qualify or register the Securities under the securities laws of any of the several States; and the undersigned does hereby ratify all that said attorneys-in-fact or agents, or any of them, shall do or cause to be done by virtue thereof.