Common Contracts

CITIGROUP INC. 178,076,770 Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT

Underwriting Agreement • May 5th, 2008 • Citigroup Inc • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  May 5th, 2008
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

Citigroup Global Markets Inc. as Representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Depositary Shares Each Representing a 1/1,000th Interest in a Share of 6.5% Non-Cumulative Convertible Preferred Stock, Series T ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT

Underwriting Agreement • January 25th, 2008 • Citigroup Inc • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 25th, 2008
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Citigroup Inc., a Delaware corporation (the “Company”), and you as the Underwriter named therein, relating to an underwritten public offering of depositary shares, each representing a 1/1000th interest in a share of Non-Cumulative Convertible Preferred Stock, Series T, of the Company.

Depositary Shares Each Representing a 1/1,000th Interest in a Share of 8.125% Non-Cumulative Preferred Stock, Series AA ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT

Underwriting Agreement • January 25th, 2008 • Citigroup Inc • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 25th, 2008
• Company
  Citigroup Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

Citigroup Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, upon the terms and conditions set forth herein, to issue and sell 130,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of perpetual 8.125% Non-Cumulative Preferred Stock, Series AA (the “Preferred Stock”), of the Company (the “Underwritten Securities”) to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Company also proposes to grant the Underwriters an option to purchase 19,500,000 additional Depositary Shares to cover over-allotments (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designation dated January 23, 2008 relating thereto (the “Certificate of Designation”). The shares of Preferred Stock represent