0000950123-08-000795 Sample Contracts

Recitals
Capital Replacement Covenant • January 25th, 2008 • Citigroup Inc • National commercial banks

continue to defer Distributions, without a breach of its obligations under the transaction documents related to the Qualifying Capital Securities;

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DEPOSIT AGREEMENT Dated January 23, 2008 CITIGROUP INC., ISSUER -and- THE BANK OF NEW YORK, AS DEPOSITARY, CONVERSION AGENT, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.0% NON-CUMULATIVE CONVERTIBLE PREFERRED...
Deposit Agreement • January 25th, 2008 • Citigroup Inc • National commercial banks • New York

DEPOSIT AGREEMENT, dated January 23, 2008, among CITIGROUP INC., a Delaware corporation, THE BANK OF NEW YORK, a New York banking corporation, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

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

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.

DEPOSIT AGREEMENT Dated January 25, 2008 CITIGROUP INC., ISSUER -and- THE BANK OF NEW YORK, AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 8.125% NON-CUMULATIVE PREFERRED STOCK, SERIES AA
Deposit Agreement • January 25th, 2008 • Citigroup Inc • National commercial banks • New York

DEPOSIT AGREEMENT, dated January 25, 2008, among CITIGROUP INC., a Delaware corporation, THE BANK OF NEW YORK, a New York banking corporation, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

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