Exhibit 4.44
CITIGROUP INC.
AND
THE FIRST NATIONAL BANK OF CHICAGO
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 21, 1999
Supplemental to Indenture dated as of July 17, 1998
providing for the issuance of
Subordinated Debt Securities
SECOND SUPPLEMENTAL INDENTURE, dated as of January 21, 1999 (the
"Second Supplemental Indenture"), between Citigroup Inc. (formerly Travelers
Group Inc.), a Delaware corporation (the "Company"), and The First National Bank
of Chicago, a banking association organized and existing under the laws of the
United States, as trustee (the "Trustee"), under the Indenture dated as of July
17, 1998, as supplemented by the First Supplemental Indenture, dated as of
December 15, 1998 (as supplemented, the "Indenture").
WHEREAS, pursuant to Section 13.01(h) of the Indenture, the Company and
the Trustee may enter into a supplemental indenture to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be inconsistent
with any other provision therein, or to make any other provisions with respect
to matters or questions arising under the Indenture, provided such action shall
not adversely affect the interests of the holders of Securities of any series in
any material respect;
WHEREAS, the Company and the Trustee desire to enter into this Second
Supplemental Indenture;
NOW, THEREFORE, the Company covenants and agrees with the Trustee for
the equal and proportionate benefit of all of the present and future holders of
the Securities as follows:
ARTICLE ONE
MODIFICATIONS
Section 1.1. The definition of Officers' Certificate contained in
Section 1.02 of the Indenture shall be amended by deleting "the Chairman, any
Vice Chairman, the President or any Vice President" and substituting therefor:
"either Chairman, the Vice Chairman, the Chief Financial Officer, the Chief
Accounting Officer, either Co-General Counsel or any Vice President".
Section 1.2. Section 2.03 shall be amended by deleting "its Chairman,
any Vice Chairman, its President or any Vice President" in the second and third
line and substituting therefor: "either Chairman, the Vice Chairman, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, or any Vice
President".
Section 1.3. Section 3.01 shall be amended by deleting "its Chairman,
any Vice Chairman, its President or any Vice President" in the first paragraph
and substituting therefor: "either Chairman, the Chief Financial Officer, the
Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant
Treasurer, either Co-General Counsel or any Vice President".
Section 1.4. Section 4.04 shall be amended by deleting "its Chairman,
any Vice Chairman, its President" and substituting therefor: "either Chairman,
the Chief Financial Officer, the Chief Accounting Officer".
Section 1.5. Section 4.05 shall be amended by deleting "its Chairman,
any Vice Chairman, its President and substituting therefor: "either Chairman,
the Chief Financial Officer, the Chief Accounting Officer".
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ARTICLE TWO
MISCELLANEOUS
Section 2.1. The Trustee accepts the trusts created by this Second
Supplemental Indenture upon the terms and conditions set forth in the Indenture.
The Trustee shall not be responsible or accountable in any manner whatsoever for
or in respect of, and makes no representation with respect to, the validity or
sufficiency of this Second Supplemental Indenture or the due execution hereof by
the Company and shall not be responsible in any manner whatsoever for or in
respect of the correctness of the recitals and statements contained herein, all
of which recitals and statements are made solely by the Company.
Section 2.2. Except as hereby expressly modified, the Indenture is in
all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
Section 2.3. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original for all
purposes; but such counterparts shall together be deemed to constitute but one
and the same instrument.
The First National Bank of Chicago hereby accepts the trusts in this
Second Supplemental Indenture declared and provided, upon the terms and
conditions herein set forth.
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IN WITNESS WHEREOF, each of CITIGROUP INC. and THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee, has caused this Second Supplemental Indenture to be
signed and acknowledged by one of its officers thereunto duly authorized, and
its corporate seal to be affixed hereto, and the same to be attested by the
signature of its Secretary or one of its Assistant Secretaries, all as of
January 21, 1999.
CITIGROUP INC.
By: /S/ ROBERT MATZA
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Name: Robert Matza
Title: Deputy Treasurer
Attest:
By: /S/ STEPHANIE B. MUDICK
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Corporate Seal
THE FIRST NATIONAL BANK
OF CHICAGO
By: /S/ MARY R. FONTI
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Name: Mary R. Fonti
Title: Assistant Vice President
Attest:
By: /S/ MICHAEL D. PINZON
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Corporate Seal
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