Common Contracts

Depositary Shares Each Representing a 1/1,000th Interest in a Share of 8.125% Non-Cumulative Preferred Stock, Series AA ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENT

Citigroup Inc • January 25th, 2008 • National commercial banks • New York

• Company
  Citigroup Inc
• Filed
  January 25th, 2008
• Industry
  National commercial banks
• Jurisdiction
  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 130,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of perpetual 8.125% Non-Cumulative Preferred Stock, Series AA (the “Preferred Stock”), of the Company (the “Underwritten Securities”) to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Company also proposes to grant the Underwriters an option to purchase 19,500,000 additional Depositary Shares to cover over-allotments (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). The Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designation dated January 23, 2008 relating thereto (the “Certificate of Designation”). The shares of Preferred Stock represent