DEPOSIT AGREEMENT Dated October 31, 2013 CITIGROUP INC., AS ISSUER -and- COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.875% FIXED RATE/...Deposit Agreement • October 31st, 2013 • Citigroup Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated October 31, 2013, 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.
52,000,000 Depositary Shares Each Representing a 1/1,000th Interest in a Share of ($1.00 par value) CITIGROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2013 • 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 52,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of perpetual 6.875% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series K (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 7,800,000 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 designations to be dated October 30, 2013 relating thereto (the “Certificate of Designations”). The share
