Common use of Bail-in Powers Clause in Contracts

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3) the cancellation of the BRRD Liability; and (4) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3) the cancellation of the BRRD Liability; and (4) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.,

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreementsagreement, arrangementsarrangement, or understanding between any of the Underwriters Initial Purchasers and the CompanyCompany or the Guarantor, the Company acknowledgesand the Guarantor acknowledge, acceptsaccept, and agrees agree to be bound by: (i) The the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters Initial Purchasers to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: , (1i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (2ii) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters Initial Purchasers or another person (and the issue to or conferral on the Company of such shares, securities or obligations); ; (3iii) the cancellation of the BRRD Liability; and and (4iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period.; and (ii) The the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(aparagraph (f), (A) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; (B) “Bail-in Powers” means any Write-Write- down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (C) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or succeeded; (D) “BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised; (E) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and (F) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the UnderwritersInitial Purchasers.

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2B) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3C) the cancellation of the BRRD Liability; and (4D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a)23, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Deputy Treasurer Confirmed as of the date first above mentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. as Representative of the several Underwriters By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director Citigroup Global Markets Inc. 1,132,500 Barclays Capital Inc. 22,500 Credit Suisse Securities (USA) LLC 22,500 Deutsche Bank Securities Inc. 22,500 ING Financial Markets LLC 22,500 Scotia Capital (USA) Inc. 22,500 SG Americas Securities, LLC 22,500 Skandinaviska Enskilda Xxxxxx XX (publ) 22,500 TD Securities (USA) LLC 22,500 UniCredit Capital Markets LLC 22,500 ANZ Securities, Inc. 7,500 BBVA Securities Inc. 7,500 Xxxxxxxx Xxxx Van, LLC 7,500 BMO Capital Markets Corp. 7,500 Capital One Securities, Inc. 7,500 CIBC World Markets Corp. 7,500 Commerz Markets LLC 7,500 Credit Agricole Securities (USA) Inc. 7,500 Danske Markets Inc. 7,500 Xxxxxx Xxxxxxxx, LLC 7,500 Fifth Third Securities, Inc. 7,500 Imperial Capital, LLC 7,500 Lloyds Securities Inc. 7,500 Xxxxxxxx Financial Group, Inc. 7,500 nabSecurities, LLC 7,500 Natixis Securities Americas LLC 7,500 Nomura Securities International, Inc. 7,500 PNC Capital Markets LLC 7,500 RBC Capital Markets, LLC 7,500 RBS Securities Inc. 7,500 Tigress Financial Partners 7,500 The Xxxxxxxx Capital Group, L.P. 7,500 In connection with the offering of 1,500,000 depositary shares each representing a 1/25th interest in a share of 6.250 % Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series T ($1.00 par value) (the “Depositary Shares”) of Citigroup Inc. (the “Company”) through Citigroup Global Markets Inc. and the several underwriters named in Schedule I (the “Underwriters”) of the underwriting agreement, dated the date hereof, between the Company and Citigroup Global Markets Inc., as representative of the Underwriters (the “Underwriting Agreement”), I, Xxxxxxx X. Xxxxx, the Controller and Chief Accounting Officer of the Company, have been asked to deliver this certificate to the Underwriters pursuant to Section 8(h) of the Underwriting Agreement. Based on my examination of the Company financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial accounting matters, I hereby certify that:

Bail-in Powers. (a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (ia) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2ii) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3iii) the cancellation of the BRRD Liability; and (4iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (iib) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iiic) As used in this Section 24(a)20, “Bail-in Legislation” means in relation to the United Kingdom or a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down Write Down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/hxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has means a liability in respect of which the same meaning as relevant Write Down and Conversion Powers in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in LegislationLegislation may be exercised; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters. Please confirm your agreement by (i) having an authorized officer sign a copy of this Agreement in the space set forth below and (ii) returning the signed copy to us. Very truly yours, Gxxxxxx Sxxxx & Co. LLC By /s/ Sxx Xxxxxxx Name: Sxx Xxxxxxx Title: Vice President HSBC Securities (USA) Inc. By /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Managing Director Mxxxxx Sxxxxxx & Co. LLC By /s/ Ixx Xxxx Name: Ixx Xxxx Title: Executive Director Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto Kxxxxxxx-Xxxxx Corporation By/s/ Fxxxxx Xxxxx Name: Fxxxxx Xxxxx Title: Vice President and Treasurer [Signature Page to September 2020 Underwriting Agreement] Gxxxxxx Sxxxx & Co. LLC $ 140,000,000 HSBC Securities (USA) Inc. $ 140,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 140,000,000 Credit Suisse Securities (USA) LLC $ 63,750,000 Santander Investment Securities Inc. $ 18,750,000 Standard Chartered Bank $ 18,750,000 Loop Capital Markets LLC $ 22,500,000 BBVA Securities Inc. $ 11,250,000 J.X. Xxxxxx Securities LLC $ 11,250,000 MUFG Securities Americas Inc. $ 11,250,000 RBC Capital Markets, LLC $ 11,250,000 SMBC Nikko Securities America, Inc. $ 11,250,000 Total $ 600,000,000 Indenture: First Amended and Restated Indenture, dated as of March 1, 1988, between Kxxxxxxx-Xxxxx Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor Trustee (the “Trustee”), as supplemented and amended Trustee: The Bank of New York Mellon Trust Company, N.A., as successor Trustee Titles of Designated Securities: 1.050% Notes due September 15, 2027 Aggregate Principal Amount: $600,000,000 Initial Offering Price to Public: 100.000% of the principal amount Purchase Price to Underwriters: 99.600% of the principal amount Preliminary Prospectus Supplement: Preliminary Prospectus Supplement dated September 8, 2020 Interest Rate: 1.050% Special Mandatory Redemption: If the closing of the Softex Indonesia acquisition described in the preliminary prospectus supplement has not occurred on or prior to the earlier of (i) March 31, 2021 and (ii) the date the Softex Indonesia purchase agreement is terminated in accordance with its terms, the Company will be required to redeem all outstanding Designated Securities at a redemption price equal to 101% of the aggregate principal amount plus accrued and unpaid interest on the Designated Securities to, but not including, the special mandatory redemption date.

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2B) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3C) the cancellation of the BRRD Liability; and (4D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a)24, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Confirmed as of the date first above mentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. as Representative of the several Underwriters By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director United Overseas Bank Limited By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Head, Singapore Debt Capital Markets Group Investment Banking By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Director, Debt Capital Markets Group Investment Banking Underwriter Number of Depositary Shares Citigroup Global Markets Inc. 1,222,500 Barclays Capital Inc. 15,000 BMO Capital Markets Corp. 15,000 nabSecurities, LLC 15,000 UBS Securities LLC 15,000 Xxxxx Fargo Securities, LLC 15,000 ABN AMRO Securities (USA) LLC 7,500 Academy Securities, Inc. 7,500 AmeriVet Securities Inc. 7,500 Banca IMI SpA 7,500 Xxxxxxxx Capital, LLC 7,500 BBVA Securities Inc. 7,500 Xxxxxxx Capital Markets, LLC 7,500 Capital One Securities, Inc. 7,500 CastleOak Securities, L.P. 7,500 CIBC World Markets Corp. 7,500 Citizens Capital Markets, Inc. 7,500 Xxxxxx Xxxxxxxx, LLC 7,500 Fifth Third Securities, Inc. 7,500 ICBC Standard Bank Plc 7,500 ING Financial Markets LLC 7,500 MFR Securities, Inc. 7,500 Nomura Securities International, Inc. 7,500 PNC Capital Markets LLC 7,500 RBC Capital Markets, LLC 7,500 Santander Investment Securities Inc. 7,500 Scotia Capital (USA) Inc. 7,500 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 7,500 SMBC Nikko Securities America, Inc. 7,500 Standard Chartered Bank 7,500 TD Securities (USA) LLC 7,500 UniCredit Capital Markets LLC 7,500 United Overseas Bank Limited 7,500 In connection with the offering of 1,500,000 depositary shares each representing a 1/25th interest in a share of 4.700% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series V ($1.00 par value) (the “Depositary Shares”) of Citigroup Inc. (the “Company”) through Citigroup Global Markets Inc. and the several underwriters named in Schedule I (the “Underwriters”) of the underwriting agreement, dated the date hereof, between the Company and Citigroup Global Markets Inc., as representative of the Underwriters (the “Underwriting Agreement”), I, Raja X. Xxxxx, the Controller and Chief Accounting Officer of the Company, have been asked to deliver this certificate to the Underwriters pursuant to Section 8(h) of the Underwriting Agreement. Based on my examination of the Company financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial accounting matters, I hereby certify that:

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2B) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3C) the cancellation of the BRRD Liability; and (4D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a)24, “Bail-in Legislation” means in relation to a member state of the European Economic Area or the United Kingdom which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2B) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3C) the cancellation of the BRRD Liability; and (4D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a)24, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.a

Bail-in Powers. (a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (ia) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2ii) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3iii) the cancellation of the BRRD Liability; and (4iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (iib) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iiic) As used in this Section 24(a)20, “Bail-in Legislation” means in relation to the United Kingdom or a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down Write Down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/hxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has means a liability in respect of which the same meaning as relevant Write Down and Conversion Powers in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in LegislationLegislation may be exercised; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.. Please confirm your agreement by (i) having an authorized officer sign a copy of this Agreement in the space set forth below and (ii) returning the signed copy to us. Very truly yours, BBVA Securities Inc. By /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Managing Director Gxxxxxx Sxxxx & Co. LLC By /s/ Axxx X. Xxxxxx Name: Axxx X. Xxxxxx Title: Managing Director J.X. Xxxxxx Securities LLC By /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director RBC Capital Markets, LLC By /s/ Sxxxx X Xxxxxxxx Name: Sxxxx X Xxxxxxxx Title: Authorized Signatory Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto Kxxxxxxx-Xxxxx Corporation By /s/ Fxxxxx Xxxxx Name: Fxxxxx Xxxxx Title: Vice President and Treasurer [Signature Page to October 2021 Underwriting Agreement] BBVA Securities Inc. $ 115,500,000 Gxxxxxx Sachs & Co. LLC $ 115,500,000 J.X. Xxxxxx Securities LLC $ 115,500,000 RBC Capital Markets, LLC $ 115,500,000 Mxxxxx Sxxxxxx & Co. LLC $ 5,760,000 HSBC Securities (USA) Inc. $ 15,900,000 Standard Chartered Bank $ 15,900,000 Citigroup Global Markets Inc. $ 11,160,000 Credit Suisse Securities (USA) LLC $ 11,160,000 ICBC Standard Bank Plc $ 11,160,000 Loop Capital Markets LLC $ 22,320,000 MUFG Securities Americas Inc. $ 11,160,000 Santander Investment Securities Inc. $ 11,160,000 SMBC Nikko Securities America, Inc. $ 11,160,000 U.S. Bancorp Investments, Inc. $ 11,160,000 Total $ 600,000,000 Indenture: First Amended and Restated Indenture, dated as of March 1, 1988, between Kxxxxxxx-Xxxxx Corporation (the “Company”) and U.S. Bank National Association, as successor Trustee (the “Trustee”), as supplemented and amended Trustee: U.S. Bank National Association, as successor Trustee Titles of Designated Securities: 2.000% Notes due November 2, 2031 Aggregate Principal Amount: $600,000,000 Initial Offering Price to Public: 99.586% of the principal amount Purchase Price to Underwriters: 99.136% of the principal amount Preliminary Prospectus Supplement: Preliminary Prospectus Supplement dated October 28, 2021 Interest Rate: 2.000% Redemption Provisions: Prior to August 2, 2031 (the “Par Call Date”), the Designated Securities will be redeemable, at the option of Kxxxxxxx-Xxxxx Corporation, at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Designated Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the principal on the Designated Securities to be redeemed and interest thereon that would be due after the related redemption date if such Designated Securities matured on the Par Call Date (provided, however, that, if such redemption date is not an interest payment date with respect to such Designated Securities, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date) discounted, on a semi-annual basis, at the applicable treasury rate plus 10 basis points, plus, in each case, accrued and unpaid interest to the date of redemption. On or after the Par Call Date, the Designated Securities will be redeemable, at the option of Kxxxxxxx-Xxxxx Corporation, at any time, in whole or in part, at a redemption price equal to 100% of principal amount of the Designated Securities to be redeemed, plus accrued and unpaid interest to the date of redemption. Interest Payment Dates: May 2 and November 2, commencing May 2, 2022 Record Dates: April 18 and October 18

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The i. the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreementagreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1) . the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) . the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3) . the cancellation of the BRRD Liability; and; (4) . the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period.; (ii) The . the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) . As used in this Section 24(a3(s), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by: (i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2B) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (3C) the cancellation of the BRRD Liability; and (4D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period. (ii) The variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(a)23, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Deputy Treasurer [Signature Page to Underwriting Agreement] Confirmed as of the date first above mentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. as Representative of the several Underwriters By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director [Signature Page to Underwriting Agreement] Schedule I CITIGROUP INC. 1,500,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of 6.250% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series T Number of Depositary Shares Citigroup Global Markets Inc. 1,132,500 Barclays Capital Inc. 22,500 Credit Suisse Securities (USA) LLC 22,500 Deutsche Bank Securities Inc. 22,500 ING Financial Markets LLC 22,500 Scotia Capital (USA) Inc. 22,500 SG Americas Securities, LLC 22,500 Skandinaviska Enskilda Xxxxxx XX (publ) 22,500 TD Securities (USA) LLC 22,500 UniCredit Capital Markets LLC 22,500 ANZ Securities, Inc. 7,500 BBVA Securities Inc. 7,500 Xxxxxxxx Xxxx Van, LLC 7,500 BMO Capital Markets Corp. 7,500 Capital One Securities, Inc. 7,500 CIBC World Markets Corp. 7,500 Commerz Markets LLC 7,500 Credit Agricole Securities (USA) Inc. 7,500 Danske Markets Inc. 7,500 Xxxxxx Xxxxxxxx, LLC 7,500 Fifth Third Securities, Inc. 7,500 Imperial Capital, LLC 7,500 Lloyds Securities Inc. 7,500 Xxxxxxxx Financial Group, Inc. 7,500 nabSecurities, LLC 7,500 Natixis Securities Americas LLC 7,500 Nomura Securities International, Inc. 7,500 PNC Capital Markets LLC 7,500 RBC Capital Markets, LLC 7,500 RBS Securities Inc. 7,500 Tigress Financial Partners 7,500 The Xxxxxxxx Capital Group, L.P. 7,500 TOTAL 1,500,000 Annex A Controller and Chief Accounting Officer’s Certificate In connection with the offering of 1,500,000 depositary shares each representing a 1/25th interest in a share of 6.250 % Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series T ($1.00 par value) (the “Depositary Shares”) of Citigroup Inc. (the “Company”) through Citigroup Global Markets Inc. and the several underwriters named in Schedule I (the “Underwriters”) of the underwriting agreement, dated the date hereof, between the Company and Citigroup Global Markets Inc., as representative of the Underwriters (the “Underwriting Agreement”), I, Xxxxxxx X. Xxxxx, the Controller and Chief Accounting Officer of the Company, have been asked to deliver this certificate to the Underwriters pursuant to Section 8(h) of the Underwriting Agreement. Based on my examination of the Company financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial accounting matters, I hereby certify that:

Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreementsagreement, arrangementsarrangement, or understanding between any of the Underwriters Initial Purchasers and the CompanyCompany or the Guarantor, the Company acknowledgesand the Guarantor acknowledge, acceptsaccept, and agrees agree to be bound by: (i) The the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters Initial Purchasers to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: , (1i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (2ii) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters Initial Purchasers or another person (and the issue to or conferral on the Company of such shares, securities or obligations); ; (3iii) the cancellation of the BRRD Liability; and and (4iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period.; and (ii) The the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. (iii) As used in this Section 24(aparagraph (f), (i) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; (iv) “BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised; (v) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and (vi) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the UnderwritersInitial Purchasers.