Exhibit 4.17
CERTIFICATE OF TRUST
The undersigned, the trustees of Travelers Capital VIII, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. ss. 3810,
hereby certify as follows:
1. The name of the business trust being formed hereby (the "Trust") is
"Travelers Capital VIII."
2. The name and business address of the trustee of the Trust which has its
principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
3. This Certificate of Trust shall be effective as of the date of filing.
Dated: May 16, 1997
/s/ Heidi G. Miller
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Name: Heidi G. Miller, as Regular Trustee
/s/ Irwin Ettinger
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Name: Irwin Ettinger, as Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Trustee
By: /s/ John J. Cashin
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Name: John J. Cashin
Title: Senior Trust Officer
CERTIFICATE OF AMENDMENT
OF
TRAVELERS CAPITAL VIII
1. The name of the Trust is Travelers Capital VIII.
2. Pursuant to this Certificate of Amendment, the name of the Trust
will be changed to "Citigroup Capital VIII." To effect this change,
paragraph 1 of the Certificate of Trust is hereby amended to read
as follows:
1. The name of the business trust being formed hereby (the
"Trust") is Citigroup Capital VIII.
IN WITNESS WHEREOF, this Certificate of Amendment has been duly
executed this 7th day of December, 1998.
/s/ Irwin Ettinger
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Name: Irwin Ettinger,
as Regular Trustee
/s/ Robert Matza
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Name: Robert Matza,
as Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Trust Officer
CITIGROUP INC.,
as Sponsor
By: /s/ Irwin Ettinger
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Name: Irwin Ettinger
Title: Chief Accounting Officer
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