DEPOSIT AGREEMENT Dated October 29, 2012 CITIGROUP INC., ISSUER -and- COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 5.950% FIXED RATE/FLOATING...Deposit Agreement • October 29th, 2012 • Citigroup Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated October 29, 2012, among CITIGROUP INC., a Delaware corporation, COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
1,500,000 Depositary Shares Each Representing a 1/25th Interest in a Share ofUnderwriting Agreement • October 29th, 2012 • Citigroup Inc • National commercial banks • New York
Citigroup Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, upon the terms and conditions set forth herein, to issue and sell 1,500,000 depositary shares (the “Depositary Shares”), each representing a 1/25th interest in a share of perpetual 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A (the “Preferred Stock”), of the Company (the “Securities”), to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated October 29, 2012 relating thereto (the “Certificate of Designations”). The shares of Preferred Stock represented by the Securities are to be deposited by the Company against delivery of depositary receipts evidencing the Securities (the “Depositary Receipts”) that are to be issued by Computershare Inc. and its wholly-owned su
