Exhibit 4.19 CERTIFICATE OF TRUST OF CITIGROUP CAPITAL X This Certificate of Trust is being executed as of December 7, 1998 for the purposes of organizing a business trust pursuant to the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the "Act"). The undersigned, the trustees of Citigroup Capital X, hereby certify as follows: 1. Name. The name of the business trust being formed hereby is "Citigroup Capital X" (the "Trust"). 2. Delaware Trustee. The name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware are as follows: Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 3. Effective. This Certificate of Trust shall be effective immediately upon filing in the Office of the Secretary of State of the State of Delaware. Dated: December 7, 1998 By: /s/ Irwin Ettinger -------------------------------------- Irwin Ettinger, as Regular Trustee By: /s/ Robert Matza -------------------------------------- Robert Matza, as Regular Trustee CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee By: /s/ Denis Kelly -------------------------------------- Name: Denis Kelly Title: Trust Officer CITIGROUP INC., as Sponsor By: /s/ Irwin Ettinger -------------------------------------- Name: Irwin Ettinger Title: Chief Accounting Officer