Citigroup Capital XIII UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2010 • Citigroup Inc • National commercial banks • New York
The Capital Securities were issued pursuant to the terms of an amended and restated declaration of trust, dated as of September 29, 2010 (the “Declaration”), among Citigroup Inc., a Delaware corporation (the “Company”), as sponsor, the trustees named therein (the “Citigroup Capital Trustees”) and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Declaration is qualified as an indenture under the Trust Indenture Act. Pursuant to the Declaration, the number of Citigroup Capital Trustees is initially five. Three of the Citigroup Capital Trustees (the “Regular Trustees”) are persons who are employees or officers of the Company. The fourth Citigroup Capital Trustee is a financial institution unaffiliated with the Company that serves as property trustee under the Declaration and as indenture trustee with respect to the Capital Securities for purposes of the Trust Indenture Act (the “Institutional Trustee”). The fifth Citigroup Capital Trustee is
