6,000,000 Depositary Shares Each Representing a 1/25th Interest in a Share of 8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENTCitigroup Inc • April 28th, 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 6,000,000 depositary shares (the “Securities”), each representing a 1/25th interest in a share of perpetual 8.40% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E (the “Preferred Stock”), of the Company to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designation to be dated April 25, 2008 relating thereto (the “Certificate of Designation”). The shares of Preferred Stock represented by the Securities are to be deposited by the Company against delivery of depositary receipts evidencing the Securities (the “Depositary Receipts”) that are to be issued by The Bank of New York, as Depositary (the “Depositary”), under a Deposit A
DEPOSIT AGREEMENT Dated April 28, 2008 CITIGROUP INC., ISSUER -and- THE BANK OF NEW YORK, AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 8.40% Fixed Rate / Floating Rate NON-CUMULATIVE PREFERRED STOCK,...Deposit Agreement • April 28th, 2008 • Citigroup Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated April 28, 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.
