ContractCitigroup Inc • December 15th, 2010 • National commercial banks
This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.
CITIGROUP INC. REMARKETING AGREEMENTRemarketing Agreement • December 15th, 2010 • Citigroup Inc • National commercial banks • New York
This Remarketing Agreement is dated as of October 28, 2010 (the “Remarketing Agreement”) among Citigroup Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citi”) (the “Remarketing Agent,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 9 hereof), and The Bank of New York Mellon, not individually but solely as Stock Purchase Contract Agent (as defined below) and as attorney-in-fact of the holders of Stock Purchase Contracts (as defined below). The Remarketing Agents are undertaking to remarket 6.700% Junior Subordinated Deferrable Interest Debentures due March 15, 2042 (principal amount $25 per Debenture) which terms will be modified as described in the notice from The Bank of New York Mellon, as Institutional Trustee (as defined below), dated October 28, 2010 (the “Notice”) pursuant to Section 5(c)(i) of Annex I to the Declaration (as defined below) (such debentures, as modified from time to t
PRICING AGREEMENTPricing Agreement • December 15th, 2010 • Citigroup Inc • National commercial banks
All the provisions contained in the document entitled “Citigroup Inc.— 6.700% Junior Subordinated Deferrable Interest Debentures due March 15, 2042 — Remarketing Agreement” and dated as of October 28, 2010 (the “Remarketing Agreement”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if the Remarketing Agreement had been set forth in full herein. Terms defined in the Remarketing Agreement are used herein as therein defined. The term “Execution Time” means 3:45 p.m. on December 1, 2010, and the “Remarketing Agents Fee” equals $3.25 per $1,000 principal amount of the Security, $6,093,750.00 total fee.
