Common use of SETTLEMENT INSTRUCTIONS Clause in Contracts

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial Transfer Instructions for Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO, AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.) No. Number of Treasury Units: This Treasury Units Certificate certifies that Cede & Co. is the registered Holder of the number of Treasury Units set forth above [for inclusion in Global Certificates only - or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto]. Each Treasury Unit consists of (i) a l/40th or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.Contract with ▇▇▇▇▇▇▇▇▇’▇, Inc., a Delaware corporation (the “Company”, ). All capitalized terms used herein which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on May 16, 2007 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, par value $1.00 per share (“Common Stock”), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the final installment due Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be computed paid on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis Purchase Contract Settlement Date by application of the actual number of days elapsed per 30-day month. In proceeds from the event that any date on which an installment is payable is not a Business Day, then payment Treasury Securities at maturity pledged to secure the obligations of the installment on Holder under such date will be made on Purchase Contract of the next succeeding day that Treasury Units of which such Purchase Contract is a Business Daypart. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and without any local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest or other payment in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of any such delayeach Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 3.50% per year of the Stated Amount. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained Purchase Contract Agent in New York City. If the book-entry system for that purpose in the Borough of ManhattanTreasury Units has been terminated, The City of New York; providedthe Contract Adjustment Payments will be payable, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) REGISTERED HOLDER If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 20 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 5,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ▇▇. ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ 30 5 Number of Treasury Units: ▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ This Treasury Units Certificate certifies that is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [For inclusion in Global Certificates only - or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto]. Each Treasury Unit consists of (i) a 1/20 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, in quarterly installments (each constituting a payment subject to the Pledge of interest at such Treasury Security by such Holder pursuant to the rate per year of 6.15% Purchase Contract and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including, December 22, 2009 to, but excluding, (ii) the first Installment Payment Date rights and each subsequent full quarterly period from obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all Pledge Agreement (as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, with the final installment due and payable on December 15Treasury Securities underlying each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, 2012for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. The installment amount payable Company shall pay, on any Installment each Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment PeriodDate, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delayeach Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 1.95% per year of the Stated Amount. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given Purchase Price equal to the registered Holders Stated Amount, a number of newly issued shares of Common Stock of the Notes not less than 10 days Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchangePurchase Contract, all as more fully provided in the IndenturePurchase Contract and Pledge Agreement. Installments The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Contract Adjustment Payments will be payable at the office or agency of the Company maintained for Purchase Contract Agent in New York City, except that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may Contract Adjustment Payments with respect to Global Certificates will be made by wire transfer of immediately available funds to the Depositary. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by prior written notice to the Holder entitled Purchase Contract Agent, given at least ten calendar days prior to paymentthe Payment Date. This Note shall not be entitled Each Purchase Contract evidenced hereby obligates the holder to any benefit under the Indenture hereinafter referred agree, for United States federal, state and local income and franchise tax purposes, to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf (i) treat its acquisition of the TrusteeTreasury Units as an acquisition of the Treasury Security and Purchase Contracts constituting the Treasury Units and (ii) treat itself as the owner of the applicable interest in the Treasury Securities. The Reference is hereby made to the further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Convertible Preferred Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Cash Settled Units evidenced by this certificate Global Certificate is 35,000,0000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of S▇▇▇▇▇▇ ▇▇▇▇▇ & D▇▇▇▇▇, Inc., a Delaware Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, which term includes any successor corporation under National Association, as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $ [Value of Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), for value received, hereby promises to pay to CEDE & CO., or registered assignsamong you, the initial principal sum of $20.284 for each of Company, the number of Notes set forth aboveCollateral Agent, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” Custodial Agent and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: Cash Settled Units of S▇▇▇▇▇▇ ▇▇▇▇▇ & D▇▇▇▇▇, Inc., a Connecticut corporation (the “Company”). The provisions undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of this Note Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are continued used herein as defined therein), among you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the reverse side hereof undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any fractional shareWGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share and of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If WGP Common Units, shares of Common APC Stock or Purchase Contracts other securities are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.No. Initial Number of Notes: ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO.The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of holder(s) of the Notes evidenced hereby, or its registered assignsassigns (the “Holder”), the initial principal sum amount of $20.284 10.9507 for each of the number of Notes set forth above, or such lesser which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Indenture, but which number of Notes, taken together with the number of all other Outstanding Notes, shall not exceed 8,000,000 Notes at any time (as increased by a number of Notes equal to the number of any additional Units purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth in the Schedule of Increases or Decreases in the Note attached heretoUnderwriting Agreement), in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 6.151.50% and a partial repayment of principal) payable on each March 157, June 157, September 15 7 and December 15 of each year 7, commencing on September 7, 2015 (each such date, an “Installment Payment Date” and the period from, and including, December 22June 10, 2009 2015 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from from, and including including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment Installment Payment due and payable on December 15June 7, 20122018. The installment amount payable Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable Installment Payment for any period shorter or longer than a full Installment Payment Period, such installment Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable Installment Payment Date is not a Business Day, then payment of the installment Installment Payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments Installment Payments shall be paid to the person Person in whose name the Note is registered, with limited exceptions, registered at the close of business on the Business Day immediately preceding the related Installment Payment Date February 23, May 23, August 23 and November 23, as applicable (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which Installment Payments on this Note will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Note in the case of the Installment Payment due on the Maturity Date; provided, however, that payment of installments may if this Note is not a Global Note, (i) Installment Payments, other than the final Installment Payment, will be made at the option of the Company by check mailed to the registered Holder at address of the Person entitled thereto as such address as shall appear in the Security Register or Register; and the final Installment Payment will be made by check against surrender of this Note; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Note, if this Note has an initial principal amount of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any Installment Payment other than the final Installment Payment, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such Installment Payment by wire transfer to at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account appropriately designated at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Note, remaining in effect as to such Holder and this Note unless and until new instructions are given in the Holder entitled manner described above; provided further, that notwithstanding anything in the foregoing to paymentthe contrary, if this Note is a Global Note, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. The Reference is hereby made to the further provisions of this Note are continued set forth on the reverse side hereof and such continued provisions shall hereof, which will for all purposes have the same effect as though fully if set forth at this place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract instrument be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. DatedDATED: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract instrument specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. DatedDATED: Signature Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.No. [Initial] Number of Notes: [ ] Beazer Homes USA, Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 5.1086 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the [above][in Schedule of Increases or Decreases in the Note attached A hereto], in quarterly installments (each constituting a payment of interest at the rate per year of 6.156.00% and a partial repayment of principal) payable on March each July 15, June October 15, September January 15 and December 15 of each year April 15, commencing on October 15, 2012 (each such date, an “Installment Payment Date” and the period from, and including, December 22July 16, 2009 2012 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such dateinstallment payment was originally due. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, noticed in writing in advance, to the Trustee and Holders, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: JPMorgan Chase Bank as Purchase Contract Agent 4 New York Plaza, 15th Floor New York, New York 10004 Attention: Institutional Trust Services Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: [ Corporate Units] [ Treasury Units] of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.PNM Resources, Inc. a Delaware New Mexico corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to JPMorgan Chase Bank, which term includes any successor corporation under as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $ aggregate principal amount of [Senior Notes] [Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of , 2005 (the “Pledge Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), for value received, hereby promises to pay to CEDE & CO., or registered assignsbetween you, the initial principal sum of $20.284 for each of Company, the number of Notes set forth aboveCollateral Agent, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” Custodial Agent and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. The provisions Date: Please print name and address of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon settlement on or after the Mandatory Settlement Date redemption of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (or cash included in the Merger Redemption Amount, if applicable), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Kindred Healthcare, Inc. Purchase Contracts Certificate Certificate Number: The initial number of Units initially represented by this certificate shall be . Thereafter the Purchase Contract Agent shall note changes in the number of Purchase Contracts evidenced by this certificate is 35,000,000in the table set forth below: Amount of Decrease in Number of Purchase Contracts Represented by this Certificate Amount of Increase in Number of Purchase Contracts Represented by this Certificate Number of Purchase Contracts Represented by this Certificate following Decrease or Increase Signature of Authorized Officer of Purchase Contract Agent Certificate No. The following increases or decreases in this certificate have been madeInitial Number of Shares of Preferred Stock: CITIGROUP KINDRED HEALTHCARE, INC., a Delaware corporation (the “Company”), hereby certifies that U.S. Bank National Association (the “Holder”) is the registered owner of [ ] (or such other number reflected on Schedule A hereto) fully paid and non-assessable shares of mandatory redeemable preferred stock, par value $0.25 per share, of the Company designated as the 7.25% Mandatory Redeemable Preferred Stock, Series A (the “Mandatory Redeemable Preferred Stock”). The shares of Mandatory Redeemable Preferred Stock are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Mandatory Redeemable Preferred Stock represented hereby are as specified in, and the shares of the Mandatory Redeemable Preferred Stock are issued and shall in all respects be subject to the provisions of, the certificate of designations, preferences, rights and limitations of the Mandatory Redeemable Preferred Stock dated November 24, 2014, as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business. Reference is hereby made to the Certificate of Designations, which term includes any successor corporation under the Indenture hereinafter referred to), shall for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with purposes have the same force and effect as if made on such dateset forth at this place. Installments shall be paid Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the person in whose name benefits thereunder. Unless the Note is registeredTransfer Agent and Registrar have properly countersigned, with limited exceptions, at the close these shares of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note Mandatory Redeemable Preferred Stock shall not be entitled to any benefit under the Indenture hereinafter referred to Certificate of Designations or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (except with respect to shares of Series A Preferred Stock), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: (if assigned to another person) SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 20 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 360,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock Stock, (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share (except with respect to shares of Series A Preferred Stock) and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock, Series A Preferred Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Address Name Address Address Social Security or other Taxpayer Identification Number, if any SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Transfer Instructions for Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: The initial number of Purchase Contracts evidenced Corporate Units represented by this certificate Global Certificate is 35,000,0005,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. 023139 801 Number of Treasury Units: This Treasury Units Certificate certifies that [Cede & Co.] [ ] is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [For inclusion in Global Certificates only - or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto]. Each Treasury Unit consists of (i) a 1/20 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used but not otherwise defined herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on May 17, 2011 (the “Purchase Contract Settlement Date”), at a price equal to $50.00 (the “Stated Amount”), a number of newly issued shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, equal to the Settlement Rate (or, in quarterly installments the circumstances described in Section 5.08 of the Purchase Contract Agreement, a number of shares of Series A Preferred Stock equal to the product of the Settlement Rate and the Conversion Ratio), unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Applicable Ownership Interest in the Treasury Security and Purchase Contract constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Applicable Ownership Interest in the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a payment of interest at Treasury Unit evidenced hereby, an amount (the rate “Contract Adjustment Payments”) equal to 0.00% per year of 6.15the Stated Amount; provided, however, that if the Authorized Share Condition is not satisfied by the 120th day following the initial issuance date of the Units, the Contract Adjustment Payments shall increase to 5% and a partial repayment per year of principal) payable on March 15, June 15, September 15 and December 15 of each year (each the Stated Amount per Purchase Contract from such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 date to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment the Authorized Share Condition is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delaysatisfied. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained Purchase Contract Agent in New York City. If the book-entry system for that purpose in the Borough of ManhattanCorporate Units has been terminated, The City of New York; providedthe Contract Adjustment Payments will be payable, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP [ . ]% JUNIOR SUBORDINATED AMORTIZING NOTES DUE [ ], 2014 ALLY FINANCIAL INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 [ . ] for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Global Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15[ . ]% and a partial repayment of principal) payable on March 15[ ], June 15[ ], September 15 [ ] and December 15 [ ] of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15[ ], 20102011, all as set forth on the reverse hereof, with the final scheduled installment due and payable on December 15[ ], 20122014. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that Furthermore, if any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such datethe scheduled Installment Payment Date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at as of the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, and notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER A-17 DB 1/ 148045032.3 The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any DB 1/ 148045032.3 [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.A-19 DB 1/ 148045032.3 [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. _____________ Number of Treasury Units _______ Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only—or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, DB 1/ 148045032.3 a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing under one Purchase Contract. All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on March 15the Business Day such payment is received by the Collateral Agent (provided, 2010that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than June 1, 2027 (the “Purchase Contract Settlement Date”), at a price of $50 in cash (the “Purchase Price”), a number of newly-issued shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) determined by reference to the applicable Settlement Rate (as defined below), unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as set forth provided in the Purchase Contract Agreement and more fully described on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable “Settlement Rate” shall be determined as follows: (a) if the Applicable Market Value (as defined below) is equal to or greater than $90.38 (the “Threshold Appreciation Price”), the applicable Settlement Rate shall equal 0.5532 shares of Common Stock per Purchase Contract (the “Minimum Settlement Rate”), (b) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $72.31 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to $50 divided by the Applicable Market Value, and (c) if the Applicable Market Value is less than or equal to the Reference Price, the applicable Settlement Rate shall equal 0.6915 shares of Common Stock per Purchase Contract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in the Purchase Contract Agreement. No DB 1/ 148045032.3 fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on any Installment each Payment Date shall be in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 2.149% per annum of the Stated Amount (computed on the basis of a 360-day year consisting of twelve 30-day months), subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. If an installment is payable for any period shorter than a full Installment Payment Period, such installment Such Contract Adjustment Payments shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered on the Note is registered, with limited exceptions, Security Register at the close of business on the Business Day immediately preceding the related Installment Payment Record Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right relating to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment such Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained for that purpose in the Borough of ManhattanCorporate Trust Office or, The City of New York; provided, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register or by wire transfer to an account appropriately designated in writing by the Holder Person entitled to payment. This Note shall not be entitled Reference is hereby made to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place.. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. DB 1/ 148045032.3

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER A-16 The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INCA-18 [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., a Delaware corporation (the “Company”▇▇▇▇▇▇ ▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, for value receivedEXCHANGE OR PAYMENT, hereby promises to pay to AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. _____________ Number of Treasury Units _______ Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only—or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing under one Purchase Contract. All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on March the Business Day such payment is received by the Collateral Agent (provided, that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than February 15, 20102029 (the “Purchase Contract Settlement Date”), at a price of $50 in cash (the “Purchase Price”), a number of newly-issued shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) determined by reference to the applicable Settlement Rate (as defined below), unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as set forth provided in the Purchase Contract Agreement and more fully described on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable “Settlement Rate” shall be determined as follows: (a) if the Applicable Market Value (as defined below) is equal to or greater than $115.00 (the “Threshold Appreciation Price”), the applicable Settlement Rate shall equal 0.4348 shares of Common Stock per Purchase Contract (the “Minimum Settlement Rate”), (b) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $91.99 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to $50 divided by the Applicable Market Value, and (c) if the Applicable Market Value is less than or equal to the Reference Price, the applicable Settlement Rate shall equal 0.5435 shares of Common Stock per Purchase Contract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on any Installment each Payment Date shall be in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 3.375% per annum of the Stated Amount (computed on the basis of a 360-day year consisting of twelve 30-day months), subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. If an installment is payable for any period shorter than a full Installment Payment Period, such installment Such Contract Adjustment Payments shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered on the Note is registered, with limited exceptions, Security Register at the close of business on the Business Day immediately preceding the related Installment Payment Record Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right relating to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment such Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained for that purpose in the Borough of ManhattanCorporate Trust Office or, The City of New York; provided, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register or by wire transfer to an account appropriately designated in writing by the Holder Person entitled to payment. This Note shall not be entitled Reference is hereby made to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Income PRIDES evidenced by this Purchase Contract Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: _________________ ____________________________________ Signature Signature Guarantee: ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any __________________________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Purchase Contract Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Income PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders may early settle Income PRIDES only in integral multiples of 40 Income PRIDES. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Income PRIDES Certificate representing any Purchase Contracts Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ ____________________________________ Signature Signature Guarantee: ___________ (if assigned to another person) Signature Guarantee (if assigned to another person): ____________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Income PRIDES Certificates are to be registered in the name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person’s 's name and addressaddress and (ii) provide a guarantee of your signature: Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. ___________________________________________________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Amount of the Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ EXHIBIT B (Form of Face of Growth PRIDES Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 WATER STREET, which term includes any successor corporation under the Indenture hereinafter referred to)NEW YORK, for value receivedNEW YORK) TO THE COMPANY OR ITS AGENT FOR R▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, hereby promises to pay to ▇▇▇▇▇▇▇E OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or registered assignsOR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, the initial principal sum AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. _______ CUSIP No. 36239Y300 Number of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth Growth PRIDES _______ ----------- * To be ▇▇▇▇▇▇▇▇ in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placeGlobal Certificates only.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: :_________________________________ Signature Signature Guarantee: ______________________________________ Signature Guarantee:______________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER A‑17 The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature :___________________________________________ ________________________________________________ Signature Guarantee: :________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.A‑19 [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _________________________________ CUSIP No. ___________________________ Number of Treasury Units _______________ Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only—or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing on March 15, 2010, all as under one Purchase Contract. All capitalized terms used herein without definition B‑1 herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the reverse hereofBusiness Day such payment is received by the Collateral Agent (provided, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In that in the event such payment is received by the Collateral Agent on a day that any date on which an installment is payable is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment of the installment on such date will shall be made no later than 10:30 a.m., New York City time, on the next succeeding day that is a Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and without any interest or other payment in respect of any such delay. Howeverthe Company to sell, if such Business Day is in not later than March 1, 2023 (the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Purchase Contract Settlement Date”). If , at a price of $50 in cash (the Notes do not remain in book-entry only form“Purchase Price”), a number of newly‑issued shares of Common Stock, par value $0.01 per share, of the Company shall have (“Common Stock”) determined by reference to the right to select Regular Record Datesapplicable Settlement Rate (as defined below), which will be more than 14 days but less than 60 days unless on or prior to the relevant Installment Payment Date. Any such installment payment not punctually paid Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or duly provided for on any Interest Payment Date shall forthwith cease to be payable a Fundamental Change Early Settlement with respect to the registered Holders at the close Treasury Units of business on which such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Purchase Contract is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepart, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued Purchase Contract Agreement and more fully described on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placehereof.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, delivered to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such REGISTERED HOLDER Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of [20][10] Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 16,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of such Holder). The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Convertible Preferred Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered REGISTERED HOLDER to and Pledged Notes are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or registered assignsAS NOMINEE OF THE DEPOSITORY TRUST COMPANY, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments A NEW YORK CORPORATION (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an THE “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodDEPOSITARY”), commencing on March 15THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, 2010EXCHANGE OR PAYMENT, all as set forth on the reverse hereofAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), with the final installment due and payable on December 15ANY TRANSFER, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment PeriodPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business DayCEDE & CO., then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placeHAS AN INTEREST HEREIN.]

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.[FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. Number of Treasury Units This Treasury Unit Certificate certifies that is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only – or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed . Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing on March 15, 2010, all as under one Purchase Contract. All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the reverse hereof, with Business Day such payment is received by the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that any date on which an installment is payable is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment of the installment on such date will shall be made no later than 10:30 a.m., New York City time, on the next succeeding day that is a Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the related Purchase Contracts. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and without any interest or other payment in respect of any such delay. Howeverthe Company to sell, if such Business Day is in not later than (the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Purchase Contract Settlement Date”). If , at a price of $50 in cash (the Notes do not remain in book“Purchase Price”), a number of newly-entry only formissued shares of Common Stock, par value $0.01 per share, of the Company shall have (“Common Stock”) determined by reference to the right to select Regular Record Datesapplicable Settlement Rate (as defined below), which will be more than 14 days but less than 60 days unless on or prior to the relevant Installment Payment Date. Any such installment payment not punctually paid Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or duly provided for on any Interest Payment Date shall forthwith cease to be payable a Fundamental Change Early Settlement with respect to the registered Holders at the close Treasury Units of business on which such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Purchase Contract is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepart, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued Purchase Contract Agreement and more fully described on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placehereof.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: :_________________________________ Signature Signature Guarantee: ______________________________________ Signature Guarantee:_______________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER A‑17 The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature :___________________________________________ ________________________________________________ Signature Guarantee: :_____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.A‑19 [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. _____________ Number of Treasury Units _______ Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only—or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012under one Purchase Contract. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and All capitalized terms used herein without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.definition

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedSignature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement or Merger Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 100,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock (or cash, securities or other property) deliverable upon such Early Settlement or Merger Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement or Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement or Merger Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to, and pledged Senior Notes or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder Transfer Instructions for pledged Senior Notes or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Upon Early Settlement, Merger Early Settlement or a Termination Event: [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 No. ________ CUSIP NO. ▇▇▇▇▇▇▇▇▇ Number of Treasury Units _____ This Treasury Units Certificate ("Treasury Units Certificate") certifies that CEDE & CO. is the registered Holder of the number of Treasury Units ("Treasury Units") set forth above [(or such other number as is set forth in the Schedule of Increases or Decreases in Global Certificate annexed hereto)]1. Each Treasury Unit represents (i) a 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with CenturyTel, Inc., a Louisiana corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein that are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. Subject to Section 3.1. of the Pledge Agreement, so long as the Purchase Contract Agent is the registered owner of the pledged Treasury Securities, it shall receive all payments thereon. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on May 15, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, $1.00 par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. Subject to Section 5.2 of the Purchase Contract Agreement, the Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 0.855% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by a written notice delivered at least 15 days prior to the applicable Payment Date. Reference is hereby made to the further provisions set forth on the following pages 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 Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. ___________________________ Signature Signature Guarantee1 To be inserted in Global Certificate only. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: HOLDER SPECIFIED ABOVE (if assigned as to another Personobligations of such Holder under the Purchase Contracts evidenced hereby) If shares By: WACHOVIA BANK, NATIONAL ASSOCIATION, not individually but solely as attorney-in-fact of such Holder By: ___________________________________ Name: Title: This is one of the Treasury Units Certificates referred to in the within-mentioned Purchase Contract Agreement. By: WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchase Contract Agent By: ___________________________________ Name: Title: Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of May 1, 2002 (as may be supplemented, restated or amended from time to time, the "Purchase Contract Agreement"), between the Company and Wachovia Bank, National Association, as Purchase Contract Agent (including its successors thereunder, herein called the "Agent"), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Treasury Units Certificates are, and are to be registered in be, executed and delivered. In the name case of any inconsistency between this Certificate and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall prevail. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at the Purchase Price, a number of newly issued shares of Common Stock of the Company equal to the Settlement Rate, unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Purchase Contracts evidenced by this Security of which such Purchase Contract specified belowis a part. The undersigned Holder directs that a certificate for "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $36.00 (the "Threshold Appreciation Price"), 0.6944 shares of Common Stock or other securities deliverable upon such Early Settlement be registered in per Purchase Contract, (b) if the name ofApplicable Market Value is less than the Threshold Appreciation Price but is greater than $28.60, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If number of shares of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or other securities are equal to be registered in the name of a Person other than the undersigned$28.60, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If 0.8741 shares of Common Stock or per Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business DayContract, in each case with the same force and effect subject to adjustment as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePurchase Contract Agreement. Installments No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby that is settled either through Early Settlement or Merger Early Settlement shall be payable obligate the Holder of the related Treasury Units to purchase at the office or agency of Purchase Price, and the Company maintained to sell, a number of newly issued shares of Common Stock equal to the Early Settlement Rate or the applicable Settlement Rate provided for that purpose in the Borough of ManhattanPurchase Contract Agreement, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placeapplicable.

SETTLEMENT INSTRUCTIONS. The In connection with the Cash Merger Event dated , , the undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory settlement date in respect of the applicable Cash Merger Early Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury PEPS Units evidenced by this Purchase Contract Treasury PEPS Units Certificate specified below be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: (if assigned to another person) Number of Purchase Contracts Securities evidenced hereby as to which such Cash Merger Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address: REGISTERED HOLDER Please print name and address of such Person's name and address and Registered Holder: (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ELECTION TO SETTLE EARLY The initial undersigned Holder of this Treasury PEPS Units Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Purchase Contracts Treasury PEPS Units evidenced by this certificate is 35,000,000Treasury PEPS Units Certificate specified below. The following increases option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury PEPS with an aggregate Stated Amount equal to $1,000 or decreases an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in this certificate the name of, and delivered, together with a check in payment for any fractional share and any Treasury PEPS Units Certificate representing any Treasury PEPS Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been made: CITIGROUP INC., indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Delaware corporation (Person other than the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assignsundersigned, the initial principal sum undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: 123 Number of $20.284 for each Securities evidenced hereby as to which Early Settlement of the number of Notes set forth above, or such lesser number of Notes as set forth related Purchase Contracts is being elected: If shares are to be registered in the Schedule REGISTERED HOLDER name of Increases or Decreases in and delivered to a Person other than the Note attached heretoHolder, in quarterly installments please (each constituting i) print such Person's name and address and (ii) Please print name and address provide a payment guarantee of interest at the rate per year your signature: of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.Registered Holder: Name Name Address Address

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases Transfer Instructions for Pledged Senior Notes or decreases the Applicable Ownership Interests in this certificate have been madethe Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: CITIGROUP INC.THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, a Delaware corporation AS AMENDED (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred toTHE "SECURITIES ACT"), for value receivedAND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, hereby promises to pay to CEDE & CO.SOLD, or PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE. (FORM OF FACE OF TREASURY UNIT CERTIFICATE) No. _______ Number of Treasury Units: ______ PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that ______________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such lesser number Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of Notes as set forth the Holder under one Purchase Contract with PNM Resources, Inc., a New Mexico corporation (the "Company"). All capitalized terms used herein which are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on November 16, 2008 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Purchase Price"), a number of newly issued shares of common stock, no par value, ("Common Stock") (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A ("Preferred Stock")), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the final installment due Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date Purchase Price, if not paid earlier, shall be computed paid on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis Purchase Contract Settlement Date by application of the actual number of days elapsed per 30-day month. In proceeds from the event that any date on which an installment is payable is not a Business Day, then payment Treasury Securities at maturity pledged to secure the obligations of the installment on Holder under such date will be made on Purchase Contract of the next succeeding day that Treasury Units of which such Purchase Contract is a Business Daypart. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and without any local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest or other payment in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of any such delayeach Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 1.525% per year of the Stated Amount. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained for that purpose Purchase Contract Agent in the Borough of ManhattanNew York City. The Contract Adjustment Payments will be payable, The City of New York; provided, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person's address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.[FOR INCLUSION IN GLOBAL CERTIFICATES ONLY-THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. 65339F 812 Number of Treasury Units _______ This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only-or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing on March 15, 2010, all as under one Purchase Contract. All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the reverse hereofBusiness Day such payment is received by the Collateral Agent (provided, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In that in the event such payment is received by the Collateral Agent on a day that any date on which an installment is payable is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment of the installment on such date will shall be made no later than 10:30 a.m., New York City time, on the next succeeding day that is a Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and without any interest or other payment in respect of any such delay. Howeverthe Company to sell, if such Business Day is in not later than September 1, 2019 (the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Purchase Contract Settlement Date”). If , at a price of $50 in cash (the Notes do not remain in book-entry only form“Purchase Price”), a number of newly‑issued shares of Common Stock, par value $0.01 per share, of the Company shall have (“Common Stock”) determined by reference to the right to select Regular Record Datesapplicable Settlement Rate (as defined below), which will be more than 14 days but less than 60 days unless on or prior to the relevant Installment Payment Date. Any such installment payment not punctually paid Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or duly provided for on any Interest Payment Date shall forthwith cease to be payable a Fundamental Change Early Settlement with respect to the registered Holders at the close Treasury Units of business on which such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Purchase Contract is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepart, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued Purchase Contract Agreement and more fully described on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placehereof.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities a depositary share deliverable upon settlement on or after the Mandatory Settlement Stock Purchase Date of the Stock Purchase Contracts underlying the number of Purchase Contracts Normal MCAPS evidenced by this Purchase Contract Normal MCAPS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC{For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.} No. CUSIP No. Number of Treasury MCAPS: This Treasury MCAPS Certificate certifies that {Cede & Co.} is the registered Holder of the number of Treasury MCAPS set forth above {for inclusion in Global Certificates only – or such other number of Treasury MCAPS reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Treasury MCAPS consists of (i) a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, and (ii) the rights and obligations of the Holder under one Stock Purchase Contract with ▇▇▇▇▇▇ Brothers Holdings Inc., a Delaware corporation (the “Company”, ). All capitalized terms used herein which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Stock Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral Agreement, the Qualifying Treasury Security constituting part of each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Holder of this Treasury MCAPS Certificate to purchase, and the Company to sell, on the Stock Purchase Date, at a price equal to $1,000 (the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a share of the Non-Cumulative Perpetual Preferred Stock, Series I, $100,000 liquidation preference per share (the “Preferred Stock”), of the Company, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event with respect to such Stock Purchase Contract, all as provided in the final installment due Stock Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be computed paid on the basis Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a 360-day year beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury MCAPS as a unit consisting of twelve 30-day months. If an installment is payable for any period shorter than Qualifying Treasury Securities and a full Installment Payment Period, such installment shall be computed on Stock Purchase Contract and to treat each Holder as the basis owner of the actual number of days elapsed per 30-day month. In applicable interest in the event that any date on which an installment is payable is not a Business DayCollateral Account, then payment including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the installment on such date will be made on the next succeeding day that is a Business DayCompany, and without any interest or other payment (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract as $0. The Company shall pay, on each Payment Date, in respect of any such delay. Howevereach Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, if such Business Day is an amount (the “Contract Payments”) equal to 0.15% per year of the Stated Amount, subject to its rights provided for in the next succeeding calendar year, then such installment payment Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury MCAPS Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Payments will be payable at the office or agency of the Company maintained Stock Purchase Contract Agent in New York City. If the book-entry system for that purpose in the Borough of ManhattanTreasury MCAPS has been terminated, The City of New York; providedthe Contract Payments will be payable, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Stock Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Treasury MCAPS Certificate shall not be entitled to any benefit under the Collateral Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.[FOR INCLUSION IN GLOBAL CERTIFICATES ONLY ‑ THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, a Delaware corporation AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (the “Company”55 ▇▇▇▇▇ ▇▇▇▇▇▇, which term includes any successor corporation under the Indenture hereinafter referred to)▇▇▇ ▇▇▇▇, for value received▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, hereby promises to pay to EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., or OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. 65339F 879 Number of Treasury Units _______ This Treasury Unit Certificate certifies that ___________ is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [for inclusion in Global Certificates only - or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto], which number shall not exceed________. Each Treasury Unit represents (a) the ownership by the Holder thereof of a 5% undivided beneficial interest in quarterly installments (each constituting a payment Treasury Security, subject to the Pledge of such interest at by such Holder pursuant to the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period fromPledge Agreement, and including(b) the rights and obligations of the Holder thereof and of NextEra Energy, December 22Inc., 2009 to, but excluding, a Florida corporation (the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCompany”), commencing on March 15, 2010, all as under one Purchase Contract. All capitalized terms used herein without definition herein shall have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the ownership interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the reverse hereof, with Business Day such payment is received by the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that any date on which an installment is payable is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment of the installment on such date will shall be made no later than 10:30 a.m., New York City time, on the next succeeding day that is a Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units under the related Purchase Contracts. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and without any interest or other payment in respect of any such delay. Howeverthe Company to sell, if such Business Day is in not later than September 1, 2015 (the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Purchase Contract Settlement Date”). If , at a price of $50 in cash (the Notes do not remain in book-entry only form“Purchase Price”), a number of newly issued shares of Common Stock, par value $0.01 per share, of the Company shall have (“Common Stock”) equal to the right to select Regular Record Datesapplicable Settlement Rate (as defined below), which will be more than 14 days but less than 60 days unless on or prior to the relevant Installment Payment Date. Any such installment payment not punctually paid Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or duly provided for on any Interest Payment Date shall forthwith cease to be payable a Fundamental Change Early Settlement with respect to the registered Holders at the close Treasury Units of business on which such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Purchase Contract is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepart, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued Purchase Contract Agreement and more fully described on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placehereof.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities a depositary share deliverable upon settlement on or after the Mandatory Settlement Stock Purchase Date of the Stock Purchase Contracts underlying the number of Purchase Contracts Normal MCAPS evidenced by this Purchase Contract Normal MCAPS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC{For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.} No. CUSIP No. Number of Treasury MCAPS: This Treasury MCAPS Certificate certifies that {Cede & Co.} is the registered Holder of the number of Treasury MCAPS set forth above {for inclusion in Global Certificates only – or such other number of Treasury MCAPS reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Treasury MCAPS consists of (i) a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, and (ii) the rights and obligations of the Holder under one Stock Purchase Contract with ▇▇▇▇▇▇ Brothers Holdings Inc., a Delaware corporation (the “Company”, ). All capitalized terms used herein which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Stock Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral Agreement, the Qualifying Treasury Security constituting part of each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Holder of this Treasury MCAPS Certificate to purchase, and the Company to sell, on the Stock Purchase Date, at a price equal to $1,000 (the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a share of the Non-Cumulative Perpetual Preferred Stock, Series H, $100,000 liquidation preference per share (the “Preferred Stock”), of the Company, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event with respect to such Stock Purchase Contract, all as provided in the final installment due Stock Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be computed paid on the basis Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a 360-day year beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury MCAPS as a unit consisting of twelve 30-day months. If an installment is payable for any period shorter than Qualifying Treasury Securities and a full Installment Payment Period, such installment shall be computed on Stock Purchase Contract and to treat each Holder as the basis owner of the actual number of days elapsed per 30-day month. In applicable interest in the event that any date on which an installment is payable is not a Business DayCollateral Account, then payment including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the installment on such date will be made on the next succeeding day that is a Business DayCompany, and without any interest or other payment (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract as $0. The Company shall pay, on each Payment Date, in respect of any such delay. Howevereach Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, if such Business Day is an amount (the “Contract Payments”) equal to 0.15% per year of the Stated Amount, subject to its rights provided for in the next succeeding calendar year, then such installment payment Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury MCAPS Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Payments will be payable at the office or agency of the Company maintained Stock Purchase Contract Agent in New York City. If the book-entry system for that purpose in the Borough of ManhattanTreasury MCAPS has been terminated, The City of New York; providedthe Contract Payments will be payable, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Stock Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Treasury MCAPS Certificate shall not be entitled to any benefit under the Collateral Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: _______________________ The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: __________________________ Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Cash Settled Units evidenced by this certificate Global Certificate is 35,000,000[__]. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Re: [Corporate Units] [Treasury Units] of UGI Corporation, a Delaware Pennsylvania corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, which term includes any successor corporation under as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $[__] [Value of Convertible Preferred Stock] [Treasury Securities] in exchange for [an equal Value of Pledged Treasury Securities] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), for value receivedbetween the Company and you, hereby promises to pay to CEDE & CO.as the Purchase Contract Agent, or registered assignsCollateral Agent, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% Custodial Agent and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] [Treasury Securities] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: __________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Re: Cash Settled Units of UGI Corporation, a Pennsylvania corporation (the “Company”). The provisions undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Securities Intermediary, for credit to the Collateral Account, $[__] in exchange for an equal Value of this Note Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are continued used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the reverse side hereof undersigned Holder the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock related to such Corporate Units. Dated: Signature: Signature Guarantee: ______________________ Please print name and such continued provisions shall for all purposes have the same effect as though fully set forth at this placeaddress of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial Transfer Instructions for Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: [If the Unit is to be a Restricted Unit, insert the following—] [THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE.] No. [CUSIP No.] Number of Treasury Units: This Treasury Units Certificate certifies that is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.Contract with PNM Resources, Inc., a Delaware New Mexico corporation (the “Company”, ). All capitalized terms used herein which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on 16, 2008 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, no par value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred Stock”)), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the final installment due Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date Purchase Price, if not paid earlier, shall be computed paid on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis Purchase Contract Settlement Date by application of the actual number of days elapsed per 30-day month. In proceeds from the event that any date on which an installment is payable is not a Business Day, then payment Treasury Securities at maturity pledged to secure the obligations of the installment on Holder under such date will be made on Purchase Contract of the next succeeding day that Treasury Units of which such Purchase Contract is a Business Daypart. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and without any local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest or other payment in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of any such delayeach Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to % per year of the Stated Amount. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained for that purpose Purchase Contract Agent in the Borough of ManhattanNew York City. The Contract Adjustment Payments will be payable, The City of New York; provided, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) Dated: REGISTERED HOLDER If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Subordinated Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 128,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __________ Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to, and Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred, to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000[ ]. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. 1 CUSIP No. [ ] Number of Treasury Units: This Treasury Units Certificate certifies that is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [For inclusion in Global Certificates only - or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto, which number shall not exceed 18,000,000]. Each Treasury Unit consists of (i) a 1/40 undivided beneficial ownership interest in quarterly installments a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each constituting Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a payment Purchase Price equal to the Stated Amount, a number of interest at newly issued shares of Common Stock of the rate per year of 6.15% and Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such dateTermination Event, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for U.S. federal income tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable interests in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this certificate Global Certificate is 35,000,000________. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another person) Dated: REGISTERED HOLDER If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature. Please print name and address of Register Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 2,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing if the Reset Effective Date is not a regular quarterly Payment Date). The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: Signature Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Register Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: Transfer Instructions for Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000[ ]. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. ▇▇▇▇▇▇▇▇▇ Number of Treasury Units: This Treasury Units Certificate certifies that is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [For inclusion in Global Certificates only — or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto, which number shall not exceed [ ]]. Each Treasury Unit consists of (i) a 1/40 undivided beneficial ownership interest in quarterly installments a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each constituting Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a payment Purchase Price equal to the Stated Amount, a number of interest at newly issued shares of Common Stock of the rate per year of 6.15% and Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such dateTermination Event, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010Early Settlement or a Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for U.S. federal income tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable interests in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after of the Mandatory Settlement Date of Purchase Contracts underlying the number of Purchase Contracts Treasury HiMEDS Units evidenced by this Purchase Contract Treasury HiMEDS Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: signature Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Address DTC Participant #: The undersigned Holder of this Purchase Contract Treasury HiMEDS Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Treasury HiMEDS Units evidenced by this Purchase Contract Treasury HiMEDS Units Certificate specified below. The option to effect [Early Settlement] [Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury HiMEDS Units in multiples of 20 Treasury HiMEDS Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury HiMEDS Units Certificate representing any Purchase Contracts Treasury HiMEDS Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. DatedDate: Signature Signature: Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended. DTC Participant #: Number of Purchase Contracts Treasury HiMEDS Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Treasury Units Certificates are to be registered in the name of and delivered to and Treasury Securities, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. DTC Participant #: Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Merger Early Settlement] or a Termination Event: The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INCThe Bank of New York, as Purchase Contract Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇—8W New York, NY 10286 Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇/5707 Attention: Corporate Trust Administration Re: [ Corporate HiMEDS Units] [ Treasury HiMEDS Units] of BankUnited Financial Corporation, a Delaware Florida corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to , which term includes any successor corporation under as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $ aggregate principal amount of [Senior Notes] [Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of April 25, 2007 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), for value received, hereby promises to pay to CEDE & CO., or registered assignsbetween you, the initial principal sum of $20.284 for each of Company, the number of Notes set forth aboveCollateral Agent, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” Custodial Agent and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate HiMEDS Units] [Treasury HiMEDS Units]. The provisions Date: Signature: Signature Guarantee: DTC Participant No. Please print name and address of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $___ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: U.S. Bank National Association as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: [_________ Corporate Units] [_________ Treasury Units] of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.PNM Resources, Inc. a Delaware New Mexico corporation (the “"Company”"). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, which term includes any successor corporation under as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $_____ aggregate principal amount of [Senior Notes] [Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of October 7, 2005 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), for value received, hereby promises to pay to CEDE & CO., or registered assignsbetween you, the initial principal sum of $20.284 for each of Company, the number of Notes set forth aboveCollateral Agent, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” Custodial Agent and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. The provisions Date: Signature Guarantee: Please print name and address of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial Transfer Instructions for Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE. (FORM OF FACE OF TREASURY UNIT CERTIFICATE) No. _______ Number of Treasury Units: ______ PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that ______________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this certificate have been made: CITIGROUP INC.Contract with PNM Resources, Inc., a Delaware New Mexico corporation (the “Company”, ). All capitalized terms used herein which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the number of Notes set forth above, or such lesser number of Notes as set forth are defined in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments Purchase Contract Agreement (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on November 16, 2008 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, no par value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred Stock”)), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the final installment due Purchase Contract Agreement and payable more fully described on December 15, 2012the reverse hereof. The installment amount payable on any Installment Payment Date Purchase Price, if not paid earlier, shall be computed paid on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis Purchase Contract Settlement Date by application of the actual number of days elapsed per 30-day month. In proceeds from the event that any date on which an installment is payable is not a Business Day, then payment Treasury Securities at maturity pledged to secure the obligations of the installment on Holder under such date will be made on Purchase Contract of the next succeeding day that Treasury Units of which such Purchase Contract is a Business Daypart. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and without any local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest or other payment in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of any such delayeach Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 1.525% per year of the Stated Amount. However, if such Business Day is in the next succeeding calendar year, then such installment payment Such Contract Adjustment Payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) Treasury Units Certificate is registered at the close of business on a special record date to be fixed by the Trustee Record Date for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndenturePayment Date. Installments shall Contract Adjustment Payments will be payable at the office or agency of the Company maintained for that purpose Purchase Contract Agent in the Borough of ManhattanNew York City. The Contract Adjustment Payments will be payable, The City of New York; provided, however, that payment of installments may be made at the option of the Company Company, by check mailed to the registered Holder address of the Person entitled thereto at such Person’s address as shall appear in it appears on the Security Register Register, or by wire transfer to an the account appropriately designated by such Person by a prior written notice to the Holder entitled Purchase Contract Agent. Reference is hereby made to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Cash Settled Units evidenced by this certificate Global Certificate is 35,000,000. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., a Delaware Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, which term includes any successor corporation under National Association, as Securities Intermediary, for credit to the Indenture hereinafter referred toCollateral Account, $ [Value of Convertible Preferred Stock] [Cash] in exchange for [proceeds of the Treasury Security corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 17, 2017 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), for value receivedamong you, hereby promises to pay to CEDE & CO.as the Purchase Contract Agent, or registered assignsand the Company, the initial principal sum of $20.284 for each of Collateral Agent, the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” Custodial Agent and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012Securities Intermediary. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, undersigned Holder has paid all applicable fees and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior expenses relating to such special record date, or may be paid at any time in any other lawful manner not inconsistent with exchange. The undersigned Holder hereby instructs you to instruct the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed Collateral Agent to the registered Holder at such address as shall appear in the Security Register or by wire transfer release to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or you on behalf of the Trusteeundersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: Cash Settled Units of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., a Connecticut corporation (the “Company”). The provisions undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of this Note Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 17, 2017 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are continued used herein as defined therein), among you, as the Purchase Contract Agent, and the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the reverse side hereof undersigned Holder the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: :________________________ ________________________________________ Signature Signature Guarantee: ________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Name Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Address ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Unit Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated:________________________ ________________________________________ Signature Signature Guarantee:______________________________ (if assigned to another Personperson) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. Termination Event [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC.The following increases or decreases in this Global Certificate have been made: Amount of decrease Amount of increase Stated Amount of this Signature of authorized signatory in Stated Amount of the in Stated Amount of the Global Certificate following of Purchase Contract Agent or Date Global Certificate Global Certificate such decrease or increase Securities Custodian Agent EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Midwest Trust Company 2 North LaSalle Street Suite 1020 Chicago, a Delaware corporation Illinois 60602 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇: Equity Units of The St. Paul Companies, Inc. (the “"Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, ") We hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each notify you in accordance with Section 4.1 and 4.2 of the number Pledge Agreement, dated as of July 31, 2002, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Notes set forth aboveor the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such lesser number [Pledged Treasury Securities] [Pledged Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Schedule of Increases or Decreases in the Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placePledge Agreement.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this certificate Global Purchase Contract is 35,000,000. The following increases or decreases in this certificate Global Purchase Contract have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the initial principal sum registered owner of $20.284 for each of [the number of Notes Purchase Contracts set forth above, or such lesser ] [the number of Notes Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth in therein. Each Purchase Contract evidenced hereby obligates the Schedule Company to deliver to the Holder of Increases or Decreases in this Purchase Contract on the Note attached heretoMandatory Settlement Date (a) a number shares of common stock, in quarterly installments $0.01 par value (each constituting a payment of interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment PeriodCommon Stock”), commencing of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on March 15or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, 2010Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued further provisions shall for all purposes have the same effect as though fully if set forth at this place.. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Subordinated Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of [ ] Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to, and Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred, to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this certificate Global Certificate is 35,000,000[ ]. The following increases or decreases in this certificate Global Certificate have been made: CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., or AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. 1 CUSIP No. [ ] Number of Treasury Units: This Treasury Units Certificate certifies that is the registered assigns, the initial principal sum of $20.284 for each Holder of the number of Notes Treasury Units set forth above, above [For inclusion in Global Certificates only - or such lesser other number of Notes as set forth Treasury Units reflected in the Schedule of Increases or Decreases in the Note Global Certificate attached hereto, which number shall not exceed 18,000,000]. Each Treasury Unit consists of (i) a 1/40 undivided beneficial ownership interest in quarterly installments a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each constituting Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a payment Purchase Price equal to the Stated Amount, a number of interest at newly issued shares of Common Stock of the rate per year of 6.15% and Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such dateTermination Event, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat its acquisition of the Treasury Units as an acquisition of the Treasury Security and Purchase Contracts constituting the Treasury Units and (ii) treat itself as the owner of the applicable interest in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued further provisions shall for all purposes have the same effect as though fully if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.