Common Contracts

VOTING TRUST AGREEMENT

Voting Trust Agreement • June 18th, 2009 • Citigroup Inc • National commercial banks • Delaware

• Contract Type
  Voting Trust Agreement
• Filed
  June 18th, 2009
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  Delaware

VOTING TRUST AGREEMENT (the “Agreement”), dated as of June 15, 2009, between Citigroup Inc., a Delaware corporation (the “Company”), and BNY Mellon Trust of Delaware, a Delaware banking corporation, as trustee (the “Trustee”) and the Holders (as defined below). Capitalized terms used but not defined herein shall have the meanings set forth in the Company’s preliminary prospectus contained in the registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on June 10, 2009, and the Letter of Transmittal (as defined below).

FORM OF VOTING TRUST AGREEMENT

Voting Trust Agreement • June 3rd, 2009 • Citigroup Inc • National commercial banks • Delaware

• Contract Type
  Voting Trust Agreement
• Filed
  June 3rd, 2009
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  Delaware

VOTING TRUST AGREEMENT (the “Agreement”), dated as of [•], 2009, between Citigroup Inc., a Delaware corporation (the “Company”), and BNY Mellon Trust of Delaware, a Delaware banking corporation, as trustee (the “Trustee”) and the Holders (as defined below). Capitalized terms used but not defined herein shall have the meanings set forth in the Company’s Prospectus, dated [•], 2009, contained in the registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on [•], 2009, and the Letter of Transmittal (as defined below).