RecitalsCapital 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;
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 AGREEMENTCitigroup Inc • January 25th, 2008 • 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 AADeposit 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.
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 AGREEMENTCitigroup Inc • January 25th, 2008 • National commercial banks • 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
