This
Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the
Depository named below or a nominee of the Depository. This
Note is not exchangeable for Notes registered in the name of a
Person other than the Depository or its nominee except in the
limited circumstances described herein and in the Indenture,
and no transfer of this Note (other than a transfer of this
Note as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except
in the limited circumstances described herein.
Unless
this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (the
"Depository"), to the Company or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the
Depository (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
CITIGROUP INC.
5.500% Notes due April 11, 2013
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REGISTERED
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REGISTERED
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CUSIP:
172967 EQ 0
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ISIN:
US172967EQ04
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Common
Code: 035766022
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No.
R-____
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$______________
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CITIGROUP
INC., a Delaware corporation (the "Company", which term
includes any successor Person under the Indenture), for value
received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $________________ on
April 11, 2013
and
to pay interest thereon from and including April 11, 2008 or
from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually, on April 11
and October 11 of each year, commencing October 11, 2008, at
the rate of 5.500% per annum, until the principal hereof is
paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note is registered at the close
of business on the Record Date for such interest, which shall
be the April 1 and October 1 (whether or not a Business Day)
immediately preceding such Interest Payment Date.
Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the holder on such Record
Date and may either be paid to the Person in whose name this
Note is registered at the close of business on a subsequent
Record Date, such subsequent Record Date to be not less than
five days prior to the date of payment of such defaulted
interest, notice whereof shall be given to holders of Notes of
this series not less than 15 days prior to such subsequent
Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
Interest
hereon will be calculated on the basis of a 360-day year
comprised of twelve 30-day months.
If
either an Interest Payment Date or the Maturity of the Notes
falls on a day that is not a Business Day, such Interest
Payment Date or Maturity will be the next succeeding Business
Day. If a date for payment of interest or principal on the
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.
For
these purposes, “Business Day” means any day which
is a day on which commercial banks settle payments and are
open for general business in The City of New
York.
Payment
of the principal of and interest on this Note will be made at
the office or agency of the Trustee maintained for that
purpose in The City of New York.
Reference
is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this
place.
Unless
the certificate of authentication hereon has been executed by
the Trustee or by an authenticating agent on behalf of the
Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory
for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
April 11, 2008
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CITIGROUP
INC.
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By:_________________________________
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Title:
Chief Accounting Officer
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ATTEST:
By:___________________________
Title:
Assistant Secretary
This
is one of the Notes of the series issued under the
within-mentioned Indenture.
Dated:
April
11, 2008
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THE
BANK OF NEW YORK,
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as
Trustee
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By:_________________________________
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Name:
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Title:
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-or-
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CITIBANK,
N.A.,
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as
Authenticating Agent
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By:_________________________________
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Name:
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Title:
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This
Note is one of a duly authorized issue of Securities of the
Company (the "Notes"), issued and to be issued in one or more
series under the Indenture, dated as of March 15, 1987 (as
amended and supplemented to date, the "Indenture"), between
the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially
limited in aggregate principal to $4,750,000,000.
If
an event of default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
The
Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth in Sections 11.03
and 11.04 thereof, which provisions apply to this
Note.
The
Indenture contains provisions permitting the Company and the
Trustee, without the consent of the holders of the Securities,
to establish, among other things, the form and terms of any
series of Securities issuable thereunder by one or more
supplemental indentures, and, with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of
Securities at the time outstanding which are affected thereby,
to modify the Indenture or any supplemental indenture or the
rights of the holders of Securities of such series to be
affected, provided that no such modification will (i) extend
the fixed maturity of any Securities, reduce the rate or
extend the time of payment of interest thereon, reduce the
principal amount thereof or the premium, if any, thereon,
reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which
Securities are payable, or impair the right to institute suit
for the enforcement of any such payment on or after the
maturity thereof, without the consent of the holder of each
Security so affected, or (ii) reduce the aforesaid percentage
of Securities of any series the consent of the holders of
which is required for any such modification without the
consent of the holders of all Securities of such series then
outstanding, or (iii) modify, without the written consent of
the Trustee, the rights, duties or immunities of the
Trustee.
No
reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, place
and rate, and in the coin or currency, herein
prescribed.
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