DEPOSIT AGREEMENT Dated August 12, 2015 CITIGROUP INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, -and- COMPUTERSHARE TRUST COMPANY, N.A., AS REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY...Deposit Agreement • August 12th, 2015 • Citigroup Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated August 12, 2015 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), the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
1,250,000 Depositary Shares Each Representing a 1/25th Interest in a Share of ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2015 • 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 1,250,000 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 Q (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 August 11, 2015 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 sub
