FORM OF VOTING TRUST AGREEMENTVoting Trust Agreement • June 3rd, 2009 • Citigroup Inc • National commercial banks • Delaware
VOTING TRUST AGREEMENT (the “Agreement”), dated as of [•], 2009, between Citigroup Inc., a Delaware corporation (the “Company”), and BNY Mellon Trust of Delaware, a Delaware banking corporation, as trustee (the “Trustee”) and the Holders (as defined below). Capitalized terms used but not defined herein shall have the meanings set forth in the Company’s Prospectus, dated [•], 2009, contained in the registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on [•], 2009, and the Letter of Transmittal (as defined below).
