DEPOSIT AGREEMENT Dated May 13, 2008 CITIGROUP INC., ISSUER -and- THE BANK OF NEW YORK, AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 8.50% NON-CUMULATIVE PREFERRED STOCK, SERIES FDeposit Agreement • May 13th, 2008 • Citigroup Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated May 13, 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.
80,000,000 Depositary Shares Each Representing a 1/1,000th Interest in a Share of 8.50% Non-Cumulative Preferred Stock, Series F ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2008 • Citigroup Inc • 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 80,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of perpetual 8.50% Non-Cumulative Preferred Stock, Series F (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 purposes to grant the Underwriters an option to purchase 12,000,000 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 to be dated May 12, 2008 relating thereto (the “Certificate of Designation”). The shares of Preferred Stock represent
