255,033,142 Warrants CITIGROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2011 • Citigroup Inc • National commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 255,033,142 warrants expiring January 4, 2019 (the “Warrants”) of Citigroup Inc., a Delaware corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
