Citigroup Inc. Common Stock, $0.01 par value EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 26th, 2010 • Citigroup Inc • National commercial banks • New York
The United States Department of the Treasury (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated April 26, 2010 (the “Distribution Agreement”), among Citigroup Inc. (the “Company”), the Selling Stockholder and Morgan Stanley & Co. Incorporated (the “Manager”), to sell to the Manager the securities specified in the Schedule I hereto (the “Purchased Shares”), and solely for the purpose of covering over-allotment options, to grant to the Manager the option to purchase the additional securities specified in the Schedule I hereto (the “Additional Shares”). Capitalized terms not defined herein shall have the meaning assigned thereto in the Distribution Agreement.
