EX-4.09



 





Exhibit 4.09




DEPOSIT AGREEMENT




Dated




January 23, 2008




CITIGROUP INC.,

ISSUER




-and-




THE BANK OF NEW YORK,

AS DEPOSITARY, CONVERSION AGENT, REGISTRAR AND TRANSFER AGENT




RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED

6.5 % NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES T





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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 	 	 	 	 
	ARTICLE 1	 	DEFINITIONS	 	 	1	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 2	 	FORM OF RECEIPTS,
DEPOSIT OF CONVERTIBLE PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 	 	 	3	 	 	 	 	 
	 	 	SECTION 2.01	 	Form and Transferability of Receipts	 	 	3	 	 	 	 	 
	 	 	SECTION 2.02	 	Deposit of Convertible Preferred Stock; Execution and Delivery of
Receipts in Respect Thereof	 	 	6	 	 	 	 	 
	 	 	SECTION 2.03	 	Optional Redemption of Convertible Preferred Stock for Cash	 	 	7	 	 	 	 	 
	 	 	SECTION 2.04	 	Registration of Transfers of Receipts	 	 	8	 	 	 	 	 
	 	 	SECTION 2.05	 	Combinations and Split-ups of Receipts	 	 	8	 	 	 	 	 
	 	 	SECTION 2.06	 	Surrender of Receipts and Withdrawal of Convertible Preferred Stock	 	 	8	 	 	 	 	 
	 	 	SECTION 2.07	 	Limitations on Execution and Delivery, Transfer, Split-up	 	 	9	 	 	 	 	 
	 	 	SECTION 2.08	 	Lost Receipts, etc	 	 	10	 	 	 	 	 
	 	 	SECTION 2.09	 	Cancellation and Destruction of Surrendered Receipts	 	 	10	 	 	 	 	 
	 	 	SECTION 2.10	 	Conversion at the Option of Holders	 	 	10	 	 	 	 	 
	 	 	SECTION 2.11	 	Conversion upon Certain Acquisitions	 	 	12	 	 	 	 	 
	 	 	SECTION 2.12	 	Conversion at the Option of the Company	 	 	14	 	 	 	 	 
	 	 	SECTION 2.13	 	Fractional Shares	 	 	16	 	 	 	 	 
	 	 	SECTION 2.14	 	No Pre-Release	 	 	17	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 3	 	CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY	 	 	17	 	 	 	 	 
	 	 	SECTION 3.01	 	Filing Proofs, Certificates and Other Information	 	 	17	 	 	 	 	 
	 	 	SECTION 3.02	 	Payment of Fees and Expenses	 	 	17	 	 	 	 	 
	 	 	SECTION 3.03	 	Representations and Warranties as to Convertible Preferred Stock	 	 	17	 	 	 	 	 
	 	 	SECTION 3.04	 	Representation and Warranty as to Receipts and Depositary Shares	 	 	18	 	 	 	 	 
	 	 	SECTION 3.05	 	Taxes	 	 	18	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 4	 	THE CONVERTIBLE PREFERRED STOCK; NOTICES	 	 	18	 	 	 	 	 
	 	 	SECTION 4.01	 	Cash Distributions	 	 	18	 	 	 	 	 
	 	 	SECTION 4.02	 	Distributions Other Than Cash	 	 	19	 	 	 	 	 






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TABLE
OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 	 	SECTION 4.03	 	Subscription Rights, Preferences or Privileges	 	 	19	 
	 	 	SECTION 4.04	 	Notice of Dividends; Fixing of Record Date for Holders of Receipts	 	 	20	 
	 	 	SECTION 4.05	 	Voting Rights	 	 	20	 
	 	 	SECTION 4.06	 	Changes Affecting Convertible Preferred Stock and Reclassifications,
Recapitalizations, etc	 	 	21	 
	 	 	SECTION 4.07	 	Inspection of Reports	 	 	21	 
	 	 	SECTION 4.08	 	Lists of Receipt Holders	 	 	22	 
	 	 	SECTION 4.09	 	Withholding	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 5	 	THE DEPOSITARY AND THE COMPANY	 	 	22	 
	 	 	SECTION 5.01	 	Maintenance of Offices, Agencies and Transfer Books by the Depositary
and the Registrar	 	 	22	 
	 	 	SECTION 5.02	 	Prevention or Delay in Performance
by the Depositary, the Depositary’s Agents, the Registrar or the Company	 	 	23	 
	 	 	SECTION 5.03	 	Obligations of the Depositary, the Depositary’s Agents, the Registrar
and the Company	 	 	23	 
	 	 	SECTION 5.04	 	Resignation and Removal of the Depositary; Appointment of Successor
Depositary	 	 	27	 
	 	 	SECTION 5.05	 	Notices, Reports and Documents	 	 	28	 
	 	 	SECTION 5.06	 	Indemnification by the Company	 	 	28	 
	 	 	SECTION 5.07	 	Fees, Charges and Expenses	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 6	 	AMENDMENT AND TERMINATION	 	 	29	 
	 	 	SECTION 6.01	 	Amendment	 	 	29	 
	 	 	SECTION 6.02	 	Termination	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 7	 	MISCELLANEOUS	 	 	30	 
	 	 	SECTION 7.01	 	Counterparts	 	 	30	 
	 	 	SECTION 7.02	 	Exclusive Benefits of Parties	 	 	30	 
	 	 	SECTION 7.03	 	Invalidity of Provisions	 	 	30	 
	 	 	SECTION 7.04	 	Notices	 	 	30	 
	 	 	SECTION 7.05	 	Depositary’s Agents	 	 	31	 
	 	 	SECTION 7.06	 	Holders of Receipts Are Parties	 	 	31	 
	 	 	SECTION 7.07	 	Governing Law	 	 	31	 
	 	 	SECTION 7.08	 	Inspection of Deposit Agreement and Certificate of Designation	 	 	32	 






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	 	 	 	 	 	 	 	 	Page	 
	 	 	SECTION 7.09	 	Headings	 	 	32	 
	 
	 	 	Exhibit A – Form of Face of Receipt; Form of Reverse of Receipt	 	 
	 
	 	 	Exhibit B – Certificate of Designation	 	 






             




            




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DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT, dated January 23, 2008, among CITIGROUP INC., a Delaware corporation, THE
BANK OF NEW YORK, a New York banking corporation, as Depositary, and all holders from time to time
of Receipts (as hereinafter defined) issued hereunder.



WITNESSETH:




     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of shares of the Company’s Convertible Preferred Stock (as hereinafter defined) with the
Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of
Depositary Shares representing a fractional interest in the Convertible Preferred Stock deposited
and for the execution and delivery of Receipts evidencing Depositary Shares;



     WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in
this Deposit Agreement;



     WHEREAS, the terms, conditions, and pricing mechanisms upon conversion of the Convertible
Preferred Stock is substantially set forth in the Certificate of Designation attached hereto as
Exhibit B; and



     NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among
the parties hereto as follows:



ARTICLE 1

DEFINITIONS




     The following definitions shall apply to the respective terms (in the singular and plural
forms of such terms) used in this Deposit Agreement and the Receipts:



     “Base Price” shall have the meaning set forth in the Certificate of Designation.



     “Certificate of Designation” shall mean the certificate that amends the Restated Certificate
of Incorporation of the Company, adopted by the Board of Directors of the Company or a duly
authorized committee thereof, establishing and setting forth the rights, preferences and privileges
of the Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware
on January 22, 2008 and attached hereto as Exhibit B, and as such certificate may be amended or
restated from time to time.



     “Certificate of Incorporation” shall mean the Restated Certificate of Incorporation of the
Company dated April 18, 2000, including any certificates of designation, and as restated or amended
from time to time.



     “Convertible Preferred Stock, Series T” or “Convertible Preferred Stock” shall mean shares of
the Company’s 6.5% Non-Cumulative Convertible Preferred Stock, Series T (liquidation



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preference $50,000 per share), $1.00 par value per share, heretofore validly issued, fully
paid and nonassessable.




     “Common Stock” shall mean the common stock, par value $0.01, of the Company or any other
shares of the capital stock of the Company into which such shares of common stock shall be
reclassified or changed.



     “Company” shall mean Citigroup Inc., a Delaware corporation, and its successors.



     “Conversion Agent” shall mean The Bank of New York, a New York banking corporation, having its
principal executive office in the United States and having a combined capital and surplus of at
least $50,000,000, and any successor as Depositary hereunder.



     “Conversion at the Option of the Company Date” shall have the meaning set forth in the
Certificate of Designation.



     “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or
supplemented from time to time.



     “Depositary” shall mean The Bank of New York, a New York banking corporation having its
principal executive office in the United States and having a combined capital and surplus of at
least $50,000,000, and any successor as depositary hereunder.



     “Depositary Office” shall mean the principal office of the Depositary at which at any
particular time its business in respect of matters governed by this Deposit Agreement shall be
administered, which at the date of this Deposit Agreement is located at 101 Barclay Street, New
York, New York 10286.



     “Depositary Share” shall mean the security representing a 1/1,000th fractional
interest in a share of Convertible Preferred Stock deposited with the Depositary hereunder and the
same proportionate interest in any and all other property received by the Depositary in respect of
such share of Convertible Preferred Stock and held under this Deposit Agreement, all as evidenced
by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a
Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the
Convertible Preferred Stock represented by such Depositary Share (including the conversion,
dividend, voting, redemption and liquidation rights contained in the Certificate of Designation).



     “Depositary’s Agent” shall mean an agent appointed by the Depositary as provided, and for the
purposes specified, in Section 7.05.



     “Dividend Payment Date” shall have the meaning set forth in the Certificate of Designation.



     “Dividend Record Date” shall have the meaning set forth in the Certificate of Designation.



     “DTC” means The Depository Trust Company.



     “DTC Receipt” has the meaning set forth in Section 2.01.



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     “Fundamental Change” shall have the meaning set forth in the Certificate of Designation.



     “Make-Whole Acquisition” shall have the meaning set forth in the Certificate of Designation.



     “Make-Whole Acquisition Conversion” shall have the meaning set forth in the Certificate of
Designation.



     “Make-Whole Acquisition Effective Date” shall have the meaning set forth in the Certificate of
Designation.



     “Receipt” shall mean a receipt issued hereunder to evidence one or more Depositary Shares,
whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto.



     “record date” shall mean the date fixed pursuant to Section 4.04.



     “Record holder” or “holder” as applied to a Receipt shall mean the individual, entity or
person in whose name a Receipt is registered on the books maintained by the Depositary for such
purpose.



     “redemption date” has the meaning set forth under Section 2.03.



     “redemption price” has the meaning set forth under Section 2.03.



     “Registrar” shall mean The Bank of New York or any bank or trust company appointed to register
ownership and transfers of Receipts and the deposited Convertible Preferred Stock, as herein
provided.



     “Reorganization Event” shall have the meaning set forth in the Certificate of Designation.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



     “Transfer Agent” shall mean The Bank of New York or any bank or trust company appointed to
transfer the Receipts and the deposited Convertible Preferred Stock, as herein provided.



ARTICLE 2

FORM OF RECEIPTS, DEPOSIT OF CONVERTIBLE PREFERRED STOCK, 

EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF

RECEIPTS




     SECTION 2.01 Form and Transferability of Receipts.



     Definitive Receipts shall be printed and shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, in each case with appropriate insertions,
modifications and omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon, and pursuant to, the written order of the Company delivered in



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compliance with Section 2.02 shall be authorized and instructed to, and shall, execute and
deliver temporary Receipts which shall be substantially of the tenor of the definitive Receipts in
lieu of which they are issued and in each case with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may determine (but which
do not affect the rights or duties of the Depositary), as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts,
the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at the Depositary Office without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary is hereby authorized and
instructed to, and shall, execute and deliver in exchange therefor definitive Receipts representing
the same number of Depositary Shares as represented by the surrendered temporary Receipt or
Receipts. Such exchange shall be made at the Company’s expense and without any charge therefor.
Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits
under this Deposit Agreement, and with respect to the Convertible Preferred Stock deposited, as
definitive Receipts.




     Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary; provided, that if a Registrar for the Receipts
(other than the Depositary) shall have been appointed then such Receipts shall also be
countersigned by manual or facsimile signature of a duly authorized signatory of the Registrar. No
Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed as provided in the preceding sentence. The
Depositary shall record on its books each Receipt executed as provided above and delivered as
hereinafter provided. Receipts bearing the manual or facsimile signature of a duly authorized
signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the
Depositary, notwithstanding that such signatory ceased to hold such office prior to the execution
and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance
of such Receipts.



     Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts
shall be dated the date of their issuance.



     Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be
required by the Depositary and approved by the Company, or which the Company has determined are
required to comply with any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Depositary Shares may be listed for trading or to conform with
any usage with respect thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject, in each case as directed by the Company.



     Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly
endorsed, or accompanied by a properly executed instrument of transfer, or endorsement shall be
transferable by delivery with the same effect as in the case of a negotiable instrument;
provided, however, that until transfer of a Receipt shall be registered on the
books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice
to



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the contrary, treat the record holder thereof at such time as the absolute owner thereof for
the purpose of determining the person entitled to distributions of dividends or other distributions
or payments with respect to the Convertible Preferred Stock, to exercise any redemption, voting, or
conversion rights or to receive any notice provided for in this Deposit Agreement and for all other
purposes.




     Notwithstanding the foregoing, upon request by the Company, the Depositary and the Company
will make application to DTC for acceptance of all or a portion of the Receipts for its book-entry
settlement system. In connection with any such request, the Company hereby appoints the Depositary
acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate,
for purposes of executing any agreements, certifications or other instruments or documents
necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So
long as the Receipts are eligible for book-entry settlement with DTC, unless otherwise required by
law, all Depositary Shares to be traded on the New York Stock Exchange with book-entry settlement
through DTC shall be represented by a single receipt (the “DTC Receipt”), which shall be deposited
with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the
nominee of DTC (initially expected to be Cede & Co.). The Depositary or such other entity as is
agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests
in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that have
accounts with DTC.



     If issued, the DTC Receipt shall be exchangeable for definitive Receipts only if (i) DTC
notifies the Company at any time that it is unwilling or unable to continue to make its book-entry
settlement system available for the Receipts and a successor to DTC is not appointed by the Company
within 90 days of the date the Company is so informed in writing, (ii) DTC notifies the Company at
any time that it has ceased to be a clearing agency registered under applicable law and a successor
to DTC is not appointed by the Company within 90 days of the date the Company is so informed in
writing or (iii) the Company executes and delivers to DTC a notice to the effect that such DTC
Receipt shall be so exchangeable. If the beneficial owners of interests in Depositary Shares are
entitled to exchange such interests for definitive Receipts as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any
event not later than the earliest date on which such beneficial interests may be so exchanged, the
Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the
Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary in
writing to execute and deliver to the beneficial owners of the Depositary Shares previously
evidenced by the DTC Receipt definitive Receipts in physical form evidencing such Depositary
Shares. The DTC Receipt shall be in such form and shall bear such legend or legends as may be
appropriate or required by DTC in order for it to accept the Depositary Shares for its book-entry
settlement system. Notwithstanding any other provision herein to the contrary, if the Receipts are
at any time eligible for book-entry settlement through DTC, delivery of shares of Convertible
Preferred Stock and other property in connection with the withdrawal, redemption or conversion of
Depositary Shares will be made through DTC and in accordance with its procedures, unless the holder
of the relevant Receipt otherwise requests and such request is reasonably acceptable to the
Depositary and the Company.



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     SECTION 2.02 Deposit of Convertible Preferred Stock; Execution and Delivery of Receipts in
Respect Thereof.



     Concurrently with the execution of this Deposit Agreement, the Company is delivering to the
Depositary a certificate or certificates, registered in the name of the Depositary and evidencing
58,000 shares of Convertible Preferred Stock, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with (i) all such certifications as may be required by the Depositary in
accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company
directing the Depositary to execute and deliver to, or upon the written order of, the person or
persons stated in such order a Receipt or Receipts for the Depositary Shares representing such
deposited Convertible Preferred Stock registered in such names specified in such written order.
The Depositary acknowledges receipt of the aforementioned 58,000 shares of Convertible Preferred
Stock and related documentation and agrees to hold such deposited Convertible Preferred Stock in an
account to be established by the Depositary at the Depositary Office or at such other office as the
Depositary shall determine. The Company hereby appoints The Bank of New York as the Registrar and
Transfer Agent for the Convertible Preferred Stock deposited hereunder and The Bank of New York
hereby accepts such appointment and, as such, will reflect changes in the number of shares
(including any fractional shares) of deposited Convertible Preferred Stock held by it by notation,
book-entry or other appropriate method.



     If required by the Depositary, Convertible Preferred Stock presented for deposit by the
Company at any time, whether or not the register of stockholders of the Company is closed, shall
also be accompanied by an agreement or assignment, or other instrument satisfactory to the
Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any
dividend or right to subscribe for additional Convertible Preferred Stock or to receive other
property that any person in whose name the Convertible Preferred Stock is or has been registered
may thereafter receive upon or in respect of such deposited Convertible Preferred Stock, or in lieu
thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.



     Upon receipt by the Depositary of a certificate or certificates for Convertible Preferred
Stock deposited hereunder, together with the other documents specified above, and upon registering
such Convertible Preferred Stock in the name of the Depositary, the Depositary, subject to the
terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of,
the person or persons named in the written order delivered to the Depositary referred to in the
first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary
Shares representing the Convertible Preferred Stock so deposited and registered in such name or
names as may be requested by such person or persons. The Depositary shall execute and deliver such
Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any
person requesting such delivery, such delivery may be made at such other place as may be designated
by such person. Other than in the case of splits, combinations or other reclassifications
affecting the Convertible Preferred Stock, or in the case of dividends or other distributions of
Convertible Preferred Stock, if any, there shall be deposited hereunder not more than the number of
shares constituting the Convertible Preferred Stock as set forth in the Certificate of Designation,
as such may be amended. To the extent that the Company issues shares of Convertible Preferred
Stock in excess of the amount set forth in the Certificate of Designation as of the date hereof



6









 




(which shares have been validly authorized by the Company), the Company shall notify the
Depositary of such issuance in writing.




     The Company shall deliver to the Depositary from time to time such quantities of Receipts as
the Depositary may request to enable the Depositary to perform its obligations under this Deposit
Agreement.



     SECTION 2.03 Optional Redemption of Convertible Preferred Stock for Cash.



     Whenever the Company shall elect to redeem shares of deposited Convertible Preferred Stock for
cash in accordance with the provisions of the Certificate of Designation, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than
60 days’ prior written notice of the date fixed for redemption of such Convertible Preferred Stock
(the “redemption date”) and of the number of such shares of Convertible Preferred Stock held by the
Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set
forth in the Certificate of Designation. The Depositary shall mail, first-class postage prepaid,
notice of the redemption of Convertible Preferred Stock and the proposed simultaneous redemption of
the Depositary Shares representing the Convertible Preferred Stock to be redeemed, not less than 30
and not more than 60 days prior to the redemption date, to the holders of record on the record date
fixed for such redemption pursuant to Section 4.04 of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as the same appear on the records of the
Depositary; but neither the failure to mail any such notice to one or more such holder nor any
defect in any such notice shall affect the sufficiency of the proceedings for redemption except as
to the holder to whom notice was defective or not given.



     The Company shall prepare and provide the Depositary with such notice, and each such notice
shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of
deposited Convertible Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all
Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held
by such holder to be so redeemed; (v) the place or places where the Convertible Preferred Stock and
the Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the
redemption price; and (vi) that on the redemption date dividends in respect of the Convertible
Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue.



     In the event that notice of redemption has been made as described in the immediately preceding
paragraphs and the Company shall then have paid in full to the Depositary the redemption price
(determined pursuant to the Certificate of Designation) of the Convertible Preferred Stock
deposited with the Depositary to be redeemed, the Depositary shall redeem the number of Depositary
Shares representing such Convertible Preferred Stock so called for redemption by the Company and on
the redemption date (unless the Company shall have failed to pay for the shares of Convertible
Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the
preceding paragraph), all dividends in respect of the shares of Convertible Preferred Stock called
for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed
no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary
Shares (except the right to receive the redemption price) shall, to the extent of such Depositary
Shares, cease and terminate. Upon surrender in accordance



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with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be
redeemed at a cash redemption price of $50 per Depositary Share plus any accrued dividends thereon
from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be
further subject to the terms and conditions of the Certificate of Designation. In the event of any
conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of
Designation, the provisions of the Certificate of Designation will govern and the Company will
instruct the Depositary in writing accordingly of such governing terms; provided,
however, that under no circumstances will the Certificate of Designation be deemed to
change or modify any of the rights, duties or immunities of the Depositary contained herein.




     If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary,
together with payment of the redemption price for and all other amounts payable in respect of the
Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.



     If less than all of the Convertible Preferred Stock is redeemed pursuant to the Company’s
exercise of its optional redemption right, the Depositary will select the Depositary Shares to be
redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the
Depositary may determine to be fair and equitable.



     SECTION 2.04 Registration of Transfers of Receipts.



     The Company hereby appoints The Bank of New York as the Registrar and Transfer Agent for the
Receipts and The Bank of New York hereby accepts such appointment and, as such, shall register on
its books from time to time transfers of Receipts upon any surrender thereof by the holder in
person or by a duly authorized attorney, agent or representative properly endorsed or accompanied
by a properly executed instrument of transfer or endorsement, together with evidence of the payment
by the applicable party of any transfer taxes as may be required by law. Upon such surrender, the
Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the
person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.



     SECTION 2.05 Combinations and Split-ups of Receipts.



     Upon surrender of a Receipt or Receipts at the Depositary Office or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination of Receipts,
subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and
deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.



     SECTION 2.06 Surrender of Receipts and Withdrawal of Convertible Preferred Stock.



     Any holder of a Receipt or Receipts may withdraw any number of whole shares of deposited
Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt or
Receipts and all money and other property, if any, represented by such Depositary



8









 




Shares by surrendering such Receipt or Receipts to the Depositary or at such other office as
the Depositary may designate for such withdrawals; provided, that a holder of a Receipt or
Receipts may not withdraw such Convertible Preferred Stock (or money and other property, if any,
represented thereby) which has previously been called for redemption. Upon such surrender, upon
payment of the fee of the Depositary for the surrender of Receipts to the extent provided in
Section 5.07 and payment of all taxes and governmental charges in connection with such surrender
and withdrawal of Convertible Preferred Stock, and subject to the terms and conditions of this
Deposit Agreement, without unreasonable delay, the Depositary shall deliver to such holder, or to
the person or persons designated by such holder as hereinafter provided, the number of whole shares
of such Convertible Preferred Stock and all such money and other property, if any, represented by
the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but
holders of such whole shares of Convertible Preferred Stock will not thereafter be entitled to
deposit such Convertible Preferred Stock hereunder or to receive Depositary Shares therefor. If
the Receipt or Receipts delivered by the holder to the Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary
Shares representing the number of whole shares of deposited Convertible Preferred Stock to be
withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of
Convertible Preferred Stock and such money and other property, if any, to be withdrawn, deliver to
such holder, or (subject to Section 2.04) upon his order, a new Receipt or Receipts evidencing such
excess number of Depositary Shares. Delivery of such Convertible Preferred Stock and such money
and other property being withdrawn may be made by the delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of transfer.




     If the deposited Convertible Preferred Stock and the money and other property being withdrawn
are to be delivered to a person or persons other than the record holder of the Receipt or Receipts
being surrendered for withdrawal of Convertible Preferred Stock, such holder shall execute and
deliver to the Depositary a written order so directing the Depositary and the Depositary may
require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of
Convertible Preferred Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer or endorsement in blank.



     The Depositary shall deliver the deposited Convertible Preferred Stock and the money and other
property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for
withdrawal at the Depositary Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may
be made at such other place as may be designated by such holder.



     SECTION 2.07 Limitations on Execution and Delivery, Transfer, Split-up. Combination,
Surrender and Exchange of Receipts.



     As a condition precedent to the execution and delivery, transfer, split-up, combination,
surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company
may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or,
in the event that the Company shall have made such payment, the reimbursement to it) of any tax or
other governmental charge and stock transfer or registration fee with respect



9









 




thereto (including any such tax or charge with respect to the Convertible Preferred Stock
being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity
and genuineness of any signature (or the authority of any signature); and (iii) compliance with
such regulations, if any, as the Depositary or the Company may establish consistent with the
provisions of this Deposit Agreement as may be required by any securities exchange on which the
deposited Convertible Preferred Stock, the Depositary Shares or the Receipts may be included for
quotation or listed.




     The deposit of Convertible Preferred Stock may be refused, the delivery of Receipts against
Convertible Preferred Stock may be suspended, the transfer of Receipts may be refused, and the
transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be
suspended (i) during any period when the register of stockholders of the Company is closed or (ii)
if any such action is deemed reasonably necessary or advisable by the Depositary, any of the
Depositary’s Agents or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any other provision of this
Deposit Agreement.



     SECTION 2.08 Lost Receipts, etc.



     In case any Receipt shall be mutilated and surrendered to the Depositary or destroyed or lost
or stolen, the Depositary shall execute and deliver a Receipt of like form and tenor in exchange
and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed,
lost or stolen Receipt; provided, that the holder thereof shall have (a) filed with the
Depositary (i) a request for such execution and delivery before the Depositary has notice that the
Receipt has been acquired by a protected purchaser and (ii) an indemnity bond and (b) satisfied any
other reasonable requirements imposed by the Depositary; and provided, further that no
substitute Receipt will be executed or delivered in the circumstances described in Section 22(b) of
the Certificate of Designation.



     SECTION 2.09 Cancellation and Destruction of Surrendered Receipts.



     All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the
Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized,
but not required, to destroy such Receipts so cancelled.



     SECTION 2.10 Conversion at the Option of Holders.



     Subject to the terms and conditions of this Deposit Agreement and the Certificate of
Designation, Receipts may be surrendered at any time by the holders thereof with written
instructions to the Depositary instructing it to convert any specified number of shares of
Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into
shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with
the Certificate of Designation. Depositary shares may be converted at the option of the holders
only in lots of 1,000 Depositary Shares or integral multiples thereof.



     On the date of any conversion at the option of the holders, a holder of a Receipt shall
surrender such Receipt at the Depositary Office or such other office as the Depositary may from
time to time designate for such purpose, together with a notice of conversion thereof duly



10









 




completed and executed and a proper assignment of such Receipt to the Company or the Transfer
Agent or in blank to the Depositary or its agent, thereby instructing the Depositary to cause the
conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares
as evidenced by such Receipt specified in such notice of conversion into shares of Common Stock in
accordance with the terms of the Certificate of Designation. If required, the holder must also pay
any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the
Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been
effected immediately prior to the close of business on the date on which the foregoing requirements
shall have been satisfied.




     Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion
supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified
number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by
such Receipt, the Conversion Agent is hereby authorized and instructed to, and shall, as promptly
as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock
of the number of shares of Convertible Preferred Stock represented by Depositary Shares as
evidenced by such Receipt surrendered for conversion and the number of shares of Common Stock to be
delivered upon conversion of such shares of Convertible Preferred Stock and the amount of
immediately available funds (as specified in writing by the Company), if any, to be delivered to
the holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuable,
(b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion Agent) shall
have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver to the Transfer
Agent for the Convertible Preferred Stock or any other authorized agent of the Company (as
specified in writing by the Company) certificates for the Convertible Preferred Stock represented
by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled
by such Transfer Agent or other authorized agent.



     As promptly as practicable after such Transfer Agent or other authorized agent of the Company
has received such certificates from the Conversion Agent, (a) the Company shall cause to be
furnished to the Depositary a certificate or certificates evidencing such number of shares of
Common Stock, and such amount of immediately available funds, if any, in lieu of receiving
fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is
hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate
or certificates evidencing the number of shares of Common Stock into which the Convertible
Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted
and which have been provided by the Company and (ii) cash in lieu of receiving fractional shares of
Common Stock in accordance with Section 2.13 and which has been provided by the Company.



     If Receipts are surrendered to the Depositary Office or such other office as the Depositary
may from time to time designate for such purpose for conversion between the close of business on a
Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to
the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to
the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to
the Depositary with such Receipts an amount of funds equal to the dividend payable on the
underlying Convertible Preferred Stock on such Dividend Payment Date



11









 




computed and paid as set forth in the Certificate of Designation, to the extent required
thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether
Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between
the close of business on the Dividend Record Date and the opening of business on the next
succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder
of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on
such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of
Designation.




     In the event that optional conversion is elected by a holder of a surrendered Receipt with
respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion
the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense
of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion
was not effected.



     Delivery of Common Stock and other property following a conversion pursuant to this Section
2.10 may be made by the delivery of certificates and which, if required by law in the judgment of
the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be
made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided,
without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of
such holder, to such place designated in writing by such holder.



     SECTION 2.11 Conversion upon Certain Acquisitions.



     On or before the twentieth day prior to the date on which the Company anticipates consummating
a Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole
Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by
first-class mail, postage prepaid, to the Depositary, which notice shall contain (i) the date on
which the Make-Whole Acquisition is anticipated to be effected, and whether such Make-Whole
Acquisition is anticipated to be a Fundamental Change; and (ii) the date, which shall be 30 days
after the anticipated Make-Whole Acquisition Effective Date, by which the Make-Whole Acquisition
Conversion option must be exercised. On or before the twentieth day prior to the date on which the
Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the
Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or
on behalf of the Depositary, such notice to be prepared by the Company and sent to the Depositary,
by first-class mail, postage prepaid, to the holders of Receipts containing the same information as
is contained in the notice received by the Depositary from the Company.



     On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on
behalf of the Company, by first-class mail, postage prepaid, to the Depositary, which notice shall
contain (i) the date that shall be 30 days after the Make-Whole Acquisition Effective Date; (ii)
the number of Make-Whole Shares and, if such Make-Whole Acquisition is a Fundamental Change, the
Base Price; (iii) the amount of cash, securities and other consideration payable per share of
Common Stock and Convertible Preferred Stock (and Depositary Share); and (iv) the instructions a
Holder must follow to exercise its conversion option in connection with such Make-Whole Acquisition
or, if applicable, Fundamental Change. On the Make-Whole



12









 




Acquisition Effective Date, another written notice also shall be sent by or on behalf of the
Depositary, by first-class mail, postage prepaid, to the holders of Receipts. Such notice shall be
prepared by the Company and sent to the Depositary and shall contain: (i) the date that shall be
30 days after the Make-Whole Acquisition Effective Date; (ii) the number of Make-Whole Shares and,
if such Make-Whole Acquisition is a Fundamental Change, the Base Price; (iii) the amount of cash,
securities and other consideration payable per share of Common Stock and Convertible Preferred
Stock (and Depositary Share); and (iv) the instructions a holder of Depositary Shares must follow
to exercise the Make-Whole Acquisition Conversion or, if applicable, the Fundamental Change
conversion right of the shares of Convertible Preferred Stock represented by such holder’s
Depositary Shares.




     To exercise such Make-Whole Acquisition Conversion option, a holder must, no later than 5:00
p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion
option must be exercised as specified in the notice described in the preceding paragraph, surrender
such holder’s Receipts at the Depositary Office or such other office as the Depositary may from
time to time designate for such purpose, together with a notice of conversion thereof duly
completed and executed and a proper assignment of such Receipts to the Company or the Transfer
Agent or in blank to the Depositary or its agent, thereby instructing the Depositary to cause the
conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares
as evidenced by such Receipts specified in such notice of conversion into shares of Common Stock in
accordance with the terms of the Certificate of Designation. If required, the holder must also pay
any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the
Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been
effected immediately prior to the close of business on the date on which the foregoing requirements
shall have been satisfied.



     Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion
supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified
number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by
such Receipt in connection with a Make-Whole Acquisition or a Fundamental Change, the Conversion
Agent is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give
written notice to the Transfer Agent for the Convertible Preferred Stock of the number of shares of
Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt
surrendered for conversion and the number of shares of Common Stock to be delivered upon conversion
of such shares of Convertible Preferred Stock and the amount of immediately available funds (as
specified in writing by the Company), if any, to be delivered to the holder of such Receipts in
payment of any fractional shares of Common Stock otherwise issuable, (b) cancel such Receipt or, if
a Registrar for Receipts (other than the Conversion Agent) shall have been appointed, cause such
Registrar to cancel such Receipt, and (c) deliver to the Transfer Agent for the Convertible
Preferred Stock or any other authorized agent of the Company (as specified in writing by the
Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as
evidenced by such Receipt, which certificates shall thereupon be canceled by such Transfer Agent or
other authorized agent.



     As promptly as practicable after such Transfer Agent or other authorized agent of the Company
has received such certificates from the Conversion Agent, (a) the Company shall cause to be
furnished to the Depositary a certificate or certificates evidencing such number of shares of




13












 




Common Stock, and such amount of immediately available funds, if any, in lieu of receiving
fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is
hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate
or certificates evidencing the number of shares of Common Stock into which the Convertible
Preferred Stock represented by Depositary Shares as evidenced by the such Receipt has been
converted and which have been provided by the Company (or cash in lieu thereof in accordance with
Section 10(c) of the Certificate of Designation) and (ii) cash in lieu of receiving fractional
shares of Common Stock in accordance with Section 2.13 and which has been provided by the Company.




     If Receipts are surrendered to the Depositary Office or such other office as the Depositary
may from time to time designate for such purpose for conversion between the close of business on
the Dividend Record Date with respect to any dividend payment on the Convertible Preferred Stock
and the opening of business on the next succeeding Dividend Payment Date, any holder of Receipts
surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock
represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to
the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date
computed and paid as set forth in the Certificate of Designation, to the extent required
thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether
Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between
the close of business on the Dividend Record Date and the opening of business on the next
succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder
of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on
such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of
Designation.



     In the event that Make-Whole Acquisition Conversion or, if applicable, a Fundamental Change
conversion is elected by a holder with respect to less than all Depositary Shares as evidenced by a
surrendered Receipt, upon such optional conversion the Depositary shall authenticate, countersign
and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the
Depositary Shares as to which such optional conversion was not effected.



     Delivery of Common Stock and other property following a conversion pursuant to this Section
2.11 may be made by the delivery of certificates and which, if required by law in the judgment of
the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be
made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided,
without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of
such holder, to such place designated in writing by such holder.



     SECTION 2.12 Conversion at the Option of the Company.



     In connection with any conversion at the option of the Company in accordance with the
Certificate of Designation, the Company shall deliver an Officers’ Certificate (as defined in the
Certificate of Designation) to the Depositary stating that it has complied with all of the
conditions to the exercise of its optional conversion rights set forth in the Certificate of



14









 







Designation, and the Depositary shall have no duty or obligation to inquire or investigate
whether the Company has complied with the terms of the Certificate of Designation.



     If the Company exercises such conversion right, it shall provide written notice of such
conversion to the Depositary stating, in addition to any information required by applicable law or
regulation, (i) the Conversion at the Option of the Company Date; (ii) the number of shares of
Common Stock to be issued upon conversion of each share of Convertible Preferred Stock; and (iii)
the number of shares of Convertible Preferred Stock to be converted; (iv) if fewer than all shares
of Convertible Preferred Stock held by any holder are to be converted, the number of such shares
held by such holder to be so converted; (v) the place or places where the shares of Convertible
Preferred Stock to be converted are to be surrendered for conversion.



     Upon receipt of such notice, the Depositary shall as promptly as practicable provide notice of
the Company’s exercise of such conversion right to each holder of Receipts, which notice shall be
prepared by the Company and sent to the Depositary and shall state (i) the Conversion at the Option
of the Company Date; (ii) the number of shares of Common Stock to be issued upon conversion of each
share of Convertible Preferred Stock (and Depositary Share); (iii) the number of shares of
Convertible Preferred Stock and Depositary Shares to be converted; (iv) if fewer than all
Depositary Shares held by any holder are to be converted, the number of such Depositary Shares held
by such holder to be so converted; (v) the place or places where the Depositary Shares to be
converted are to be surrendered for conversion.



     On the date of any conversion at the option of the Company, a holder of a Receipt must
surrender such Receipt at the Depositary Office or such other office as the Depositary may from
time to time designate for such purpose, together with a notice of conversion thereof duly
completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent
or in blank to the Depositary or its agent. If required, the holder must also pay any stock
transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the
Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been
effected immediately prior to the close of business on the date on which the foregoing requirements
shall have been satisfied.



     Upon receipt by the Conversion Agent of a Receipt in connection with a conversion at the
option of the Company, the Conversion Agent is hereby authorized and instructed to, and shall, as
promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible
Preferred Stock of the number of shares of Convertible Preferred Stock represented by Depositary
Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Common
Stock to be delivered upon conversion of such shares of Convertible Preferred Stock and the amount
of immediately available funds (as specified in writing by the Company), if any, to be delivered to
the holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuable,
(b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion Agent) shall
have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver to the Transfer
Agent for the Convertible Preferred Stock or any other authorized agent of the Company (as
specified in writing by the Company) certificates for the Convertible Preferred Stock represented
by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled
by such Transfer Agent or other authorized agent.



15









 





     As promptly as practicable after such Transfer Agent or other authorized agent of the Company
has received such certificates from the Conversion Agent, (a) the Company shall cause to be
furnished to the Depositary a certificate or certificates evidencing such number of shares of
Common Stock, and such amount of immediately available funds, if any, in lieu of receiving
fractional shares as specified in a written notice from the Company and (b) subject to the next
succeeding sentence, the Conversion Agent is hereby authorized and instructed to, and shall,
deliver at the Depositary Office, (i) a certificate or certificates evidencing the number of shares
of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as
evidenced by the such Receipt has been converted and which have been provided by the Company and
(ii) cash in lieu of receiving fractional shares of Common Stock in accordance with Section 2.13
and which has been provided by the Company.



     In the event that conversion at the option of the Company is effected with respect to less
than all Depositary Shares as evidenced by a surrendered Receipt, upon such optional conversion the
Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of
the Company, a new Receipt evidencing the Depositary Shares as to which such conversion was not
effected.



     Delivery of Common Stock and other property following a conversion pursuant to this Section
2.12 may be made by the delivery of certificates and which, if required by law in the judgment of
the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be
made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided,
without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of
such holder, to such place designated in writing by such holder.



     If less than all of the Convertible Preferred Stock is converted pursuant to a conversion at
the option of the Company, the Depositary will select the Depositary Shares to be converted
pursuant to this Section 2.12 on a pro rata basis, by lot or in such other manner as the Depositary
may determine to be fair and equitable. If the Conversion Agent selects a portion of a holder’s
Depositary Shares for partial conversion at the option of the Company and the holder converts a
portion of the same share of Depositary Shares, the converted portion will be deemed to be from the
portion selected for conversion.



     SECTION 2.13 Fractional Shares.



     No fractional shares of Common Stock will be issued to a holder of the Depositary Shares upon
conversion. In lieu of fractional shares otherwise issuable, the holder will be entitled to
receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an
aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied
by the Closing Price (as defined in the Certificate of Designation) of the Common Stock on the
trading day (as defined in the Certificate of Designation) immediately preceding the applicable
conversion date, which shall be paid by the Company to the Depositary for the benefit of the holder
in connection with any such conversion. The Depositary shall have no duty or obligation to
investigate or inquire whether the amounts of funds paid by the Company to the Depositary for the
benefit of the holder in connection with any such conversion are correct.



16









 





     SECTION 2.14 No Pre-Release



     The Depositary shall not deliver any deposited Convertible Preferred Stock evidenced by
Receipts prior to the receipt and cancellation of such Receipts or other similar method used with
respect to Receipts held by DTC. The Depositary shall not issue any Receipts prior to the receipt
by the Depositary of the corresponding Convertible Preferred Stock evidenced by such Receipts. At
no time will any Receipts be outstanding if such Receipts do not represent Convertible Preferred
Stock deposited with the Depositary.



ARTICLE 3

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY




     SECTION 3.01 Filing Proofs, Certificates and Other Information.



     Any person presenting Convertible Preferred Stock for deposit or any holder of a Receipt may
be required from time to time to file with the Depositary such proof of residence, guarantee of
signature or other information and to execute such certificates as the Depositary may reasonably
deem necessary or proper or the Company may reasonably require by written request to the
Depositary. The Depositary or the Company may withhold or delay the delivery of any Receipt, the
transfer, redemption or exchange of any Receipt, the withdrawal of the deposited Convertible
Preferred Stock represented by the Depositary Shares evidenced by any Receipt, the distribution of
any dividend or other distribution or the sale of any rights or of the proceeds thereof, until such
proof or other information is filed, or such certificates are executed.



     SECTION 3.02 Payment of Fees and Expenses.



     Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and
expenses and taxes or other governmental charges to the extent provided in Section 5.07, or provide
evidence satisfactory to the Depositary that such fees and expenses and taxes or other governmental
charges have been paid. Until such payment is made, transfer of any Receipt or any withdrawal of
the Convertible Preferred Stock or money or other property, if any, represented by the Depositary
Shares evidenced by such Receipt may be refused, any dividend or other distribution may be
withheld, and any part or all of the Convertible Preferred Stock or other property represented by
the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof
(after attempting by reasonable means to notify such holder a reasonable number of days prior to
such sale). Any dividend or other distribution so withheld and the proceeds of any such sale may
be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for
any deficiency.



     SECTION 3.03 Representations and Warranties as to Convertible Preferred Stock.



     In the case of the initial deposit of the Convertible Preferred Stock hereunder, the Company
represents and warrants that such Convertible Preferred Stock and each certificate therefor are
validly issued, fully paid and nonassessable. Such representations and warranties shall survive
the deposit of the Convertible Preferred Stock and the issuance of Receipts.



17









 





     SECTION 3.04 Representation and Warranty as to Receipts and Depositary Shares.



     The Company hereby represents and warrants that the Receipts, when issued, will evidence legal
and valid interests in the Depositary Shares and each Depositary Share will represent a legal and
valid 1/1,000th fractional interest in a share of deposited Convertible Preferred Stock
represented by such Depositary Share. Such representation and warranty shall survive the deposit
of the Convertible Preferred Stock and the issuance of Receipts evidencing the Depositary Shares.



     SECTION 3.05 Taxes.



     The Company will pay any and all stock transfer, documentary, stamp and similar taxes that may
be payable in respect of any issuance or delivery of Depositary Shares or shares of Convertible
Preferred Stock, Common Stock or other securities issued on account of Depositary Shares or
certificates representing such shares or securities. The Company will not, however, be required to
pay any such tax that may be payable in respect of any transfer involved in the issuance or
delivery of shares of Convertible Preferred Stock, Depositary Shares, shares of Common Stock or
other securities in a name other than that in which the Depositary Shares with respect to which
such shares or other securities are issued or delivered were registered, or in respect of any
payment to any person other than a payment to the registered holder thereof, and will not be
required to make any such issuance, delivery or payment unless and until the person otherwise
entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax
or has established, to the satisfaction of the Company, that such tax has been paid or is not
payable.



ARTICLE 4

THE CONVERTIBLE PREFERRED STOCK; NOTICES




     SECTION 4.01 Cash Distributions.



     Whenever the Depositary shall receive any cash dividend or other cash distribution on the
deposited Convertible Preferred Stock, including any cash received upon redemption of any shares of
Convertible Preferred Stock pursuant to Section 2.03, the Depositary shall, subject to Section
3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04
such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by the Receipts held by such holders; provided,
however, that in case the Company or the Depositary shall be required by law to and shall
withhold from any cash dividend or other cash distribution in respect of the Convertible Preferred
Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise
required by law, regulation or court process, the amount made available for distribution or
distributed in respect of Depositary Shares represented by such Receipts subject to such
withholding shall be reduced accordingly. The Depositary, however, shall distribute or make
available for distribution, as the case may be, only such amount as can be distributed without
attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be
rounded down to the nearest whole cent and so distributed to registered holders entitled thereto
and any balance not so distributable shall be held by the Depositary (without liability for



18









 







interest thereon) and shall be added to and be treated as part of the next succeeding
distribution to record holders of such Receipts. Each holder of a Receipt shall provide the
Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form
W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s
certified taxpayer identification number if requested on such form), as may be applicable. Each
holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence
the Internal Revenue Code of 1986 as amended, may require withholding by the Depositary of a
portion of any of the distribution to be made hereunder.



     SECTION 4.02 Distributions Other Than Cash.



     Whenever the Depositary shall receive any distribution other than cash on the deposited
Convertible Preferred Stock, the Depositary shall, subject to Section 3.02, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the
securities or property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any
manner that the Depositary and the Company may deem equitable and practicable for accomplishing
such distribution. The Depositary shall not make any distribution of securities to the holders of
Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating
that such securities have been registered under the Securities Act or do not need to be registered.



     SECTION 4.03 Subscription Rights, Preferences or Privileges.



     If the Company shall at any time offer or cause to be offered to the persons in whose names
deposited Convertible Preferred Stock is registered on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in each such
instance be made available by the Depositary to the record holders of Receipts in such manner as
the Company shall instruct (including by the issue to such record holders of warrants representing
such rights, preferences or privileges); provided, however, that (a) if at the time
of issue or offer of any such rights, preferences or privileges the Company determines upon advice
of its legal counsel that it is not lawful or feasible to make such rights, preferences or
privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if
and to the extent instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, the Depositary shall then, if so directed by the Company and provided
with an opinion of counsel that if Depositary undertakes such actions it will not be deemed an
“issuer” under the Securities Act or an “investment company” under the Investment Company Act of
1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or private sale, at
such place or places and upon such terms as it may deem proper. The net proceeds of any such sale
shall, subject to Section 3.01 and Section 3.02, be distributed by the Depositary to the record
holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution
received in cash. The Depositary shall not make any distribution of such rights, preferences or
privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating
that such rights, preferences or privileges have been registered under the Securities Act or do not
need to be registered.



19









 





     If registration under the Securities Act of the securities to which any rights, preferences or
privileges relate is required in order for holders of Receipts to be offered or sold the securities
to which such rights, preferences or privileges relate, the Company agrees that it will promptly
notify the Depositary of such requirement, that it will promptly file a registration statement
pursuant to the Securities Act with respect to such rights, preferences or privileges and
securities and use its commercially reasonable efforts and take all steps available to it to cause
such registration statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless and until such a
registration statement shall have become effective or unless the offering and sale of such
securities to such holders are exempt from registration under the provisions of the Securities Act
and the Company shall have provided to the Depositary an opinion of counsel to such effect.



     If any other action under the law of any jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for such rights, preferences or privileges to
be made available to holders of Receipts, the Company agrees that it will promptly notify the
Depositary of such requirement and to use its commercially reasonable efforts to take such action
or obtain such authorization, consent or permit sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such rights, preferences or
privileges.



     The Depositary will not be deemed to have any knowledge of any item for which it is supposed
to receive notification under any Section of this Deposit Agreement unless and until it has
received such notification.



     SECTION 4.04 Notice of Dividends; Fixing of Record Date for Holders of Receipts.



     Whenever any cash dividend or other cash distribution shall become payable, any distribution
other than cash shall be made, or any rights, preferences or privileges shall at any time be
offered, with respect to the deposited Convertible Preferred Stock, or whenever the Depositary
shall receive notice of (i) any meeting at which holders of such Convertible Preferred Stock are
entitled to vote or of which holders of such Convertible Preferred Stock are entitled to notice or
(ii) any election on the part of the Company to redeem any shares of such Convertible Preferred
Stock, the Depositary shall in each such instance fix a record date (which shall be the same date
as the record date fixed by the Company with respect to the Convertible Preferred Stock) for the
determination of the holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale thereof, to give
instructions for the exercise of voting rights at any such meeting or to receive notice of such
meeting or whose Depositary Shares are to be so redeemed.



     SECTION 4.05 Voting Rights.



     Upon receipt of notice of any meeting at which the holders of deposited Convertible Preferred
Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice, which shall be provided by the Company and which



20









 







shall contain (i) such information as is contained in such notice of meeting, (ii) a statement
that the holders of Receipts at the close of business on a specified record date fixed pursuant to
Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of Convertible
Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to
the manner in which such instructions may be given. Upon the written request of a holder of a
Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted
the amount of Convertible Preferred Stock represented by the Depositary Shares evidenced by such
Receipt in accordance with the instructions set forth in such request. To the extent any such
instructions request the voting of a fractional interest of a share of deposited Convertible
Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests
resulting from requests with the same voting instructions and shall vote the number of whole votes
resulting from such aggregation in accordance with the instructions received in such requests.
Each share of Convertible Preferred Stock is entitled to one vote and, accordingly, each Depositary
Share is entitled to 1/1000th of a vote. The Company hereby agrees to take all
reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary
to vote such Convertible Preferred Stock or cause such Convertible Preferred Stock to be voted. In
the absence of specific instructions from the holder of a Receipt, the Depositary will vote all
Depositary Shares held by it in proportion with any instructions received. The Depositary shall
not exercise any discretion in voting any Convertible Preferred Stock represented by the Depositary
Shares evidenced by such Receipt.



     SECTION 4.06 Changes Affecting Convertible Preferred Stock and Reorganization Events.



     Upon any change in liquidation preference, par or stated value, split-up, combination or any
other reclassification of the Convertible Preferred Stock, any Reorganization Event or any exchange
of the Convertible Preferred Stock for cash, securities or other property, the Depositary shall,
upon the written instructions of the Company setting forth any of the following adjustments, (i)
reflect such adjustments in the Depositary’s books and records in (a) the fraction of an interest
represented by one Depositary Share in one share of Convertible Preferred Stock and (b) the ratio
of the redemption price and the conversion rate per Depositary Share to the redemption price and
the conversion rate, respectively, of a share of Convertible Preferred Stock, in each case as may
be required by or as is consistent with the provisions of the Certificate of Designation to fully
reflect the effects of such change in liquidation preference, par or stated value, split-up,
combination or other reclassification of Convertible Preferred Stock, of such Reorganization Event
or of such exchange and (ii) treat any shares of stock or other securities or property (including
cash) that shall be received by the Depositary in exchange for or in respect of the Convertible
Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then
outstanding shall thenceforth represent the proportionate interests of holders thereof in the new
deposited property so received in exchange for or in respect of such Convertible Preferred Stock.
In any such case the Depositary may, upon the receipt of written request of the Company, execute
and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited property.



     SECTION 4.07 Inspection of Reports.



21









 





     The Depositary shall make available for inspection by holders of Receipts at the Depositary
Office and at such other places as it may from time to time deem advisable during normal business
hours any reports and communications received from the Company that are both received by the
Depositary as the holder of deposited Convertible Preferred Stock and made generally available to
the holders of the Convertible Preferred Stock. In addition, the Depositary shall transmit, upon
written request by the Company, certain notices and reports to the holders of Receipts as provided
in Section 5.05.



     SECTION 4.08 Lists of Receipt Holders.



     Promptly upon request from time to time by the Company, the Registrar shall furnish to the
Company a list, as of a recent date specified by the Company, of the names, addresses and holdings
of Depositary Shares of all persons in whose names Receipts are registered on the books of the
Registrar.



     SECTION 4.09 Withholding.



     Notwithstanding any other provision of this Deposit Agreement, in the event that the
Depositary determines that any distribution in property is subject to any tax or other governmental
charge which the Depositary is obligated by law to withhold, the Depositary may dispose of, by
public or private sale, all or a portion of such property in such amounts and in such manner as the
Depositary deems necessary and practicable to pay such taxes, and the Depositary shall distribute
the net proceeds of any such sale or the balance of any such property after deduction of such taxes
to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held
by them, respectively; provided, however, that in the event the Depositary
determines that such distribution of property is subject to withholding tax only with respect to
some but not all holders of Receipts, the Depositary will use its best efforts (i) to sell only
that portion of such property distributable to such holders that is required to generate sufficient
proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to
avoid affecting the rights of any other holders of Receipts to receive such distribution in
property.



ARTICLE 5

THE DEPOSITARY AND THE COMPANY




     SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the
Registrar.



     The Depositary shall maintain at the Depositary Office facilities for the execution and
delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and
deposit and withdrawal of Convertible Preferred Stock and at the offices of the Depositary’s
Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Convertible Preferred Stock,
all in accordance with the provisions of this Deposit Agreement.



     The Registrar shall keep books at the Depositary Office for the registration and transfer of
Receipts, which books at all reasonable times shall be open for inspection by the record holders of
Receipts as provided by applicable law. The Company may cause the Registrar to close such



22









 







books, at any time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.



     If the Receipts or the Depositary Shares evidenced thereby or the Convertible Preferred Stock
represented by such Depositary Shares shall be listed on the New York Stock Exchange, Inc. or any
other stock exchange, the Depositary may, with the written approval of the Company, appoint a
registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in
accordance with the requirements of such exchange. Such registrar (which may be the Registrar if
so permitted by the requirements of such exchange) may be removed and a substitute registrar
appointed by the Registrar upon the request or with the written approval of the Company. If the
Receipts, such Depositary Shares or such Convertible Preferred Stock are listed on one or more
other stock exchanges, the Registrar will, at the request and expense of the Company, arrange such
facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such
Depositary Shares or such Convertible Preferred Stock as may be required by law or applicable stock
exchange regulations.



     SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents,
the Registrar or the Company.



     None of the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent, or the
Company shall incur any liability to any holder of any Receipt, if by reason of any provision of
any present or future law or regulation thereunder of the United States of America or of any other
governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar
or Transfer Agent, by reason of any provision, present or future, of the Certificate of
Incorporation or, in the case of the Company, the Depositary, the Depositary’s Agent, the Transfer
Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control
of the relevant party, the Depositary, any Depositary’s Agent, the Transfer Agent, the Registrar or
the Company shall be prevented or forbidden from doing or performing any act or thing that the
terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary’s Agent, the Transfer Agent, any Registrar or the Company incur any liability to any
holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of this Deposit Agreement provide shall or may be
done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided
for in this Deposit Agreement.



     SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Company.



     The Company does not assume any obligation or shall be subject to any liability under this
Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising
out of conduct constituting bad faith, negligence (in the case of any action or inaction with
respect to the voting of the deposited Convertible Preferred Stock), gross negligence or willful
misconduct in the performance of such duties as are specifically set forth in this Deposit
Agreement. Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent or Registrar
assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders
of Receipts, the Company or any other person or entity other than for its bad faith, gross
negligence or willful misconduct (which bad faith, gross negligence or willful




23












 




misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction). Notwithstanding anything to the contrary contained herein,
neither the Depositary, nor any Depositary’s Agent nor any Transfer Agent or Registrar shall be
liable for any special, indirect, incidental, consequential, punitive or exemplary damages,
including but not limited to, lost profits, even if such person or entity alleged to be liable has
knowledge of the possibility of such damages. Any liability of the Depositary and any Registrar or
Transfer Agent under this Deposit Agreement will be limited to the amount of annual fees paid by
the Company to the Depositary or any Registrar or Transfer Agent.




     None of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or the Company
shall be under any obligation to appear in, prosecute or defend any action, suit or other
proceeding with respect to the deposited Convertible Preferred Stock, Depositary Shares or Receipts
that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it
against all expense and liability be furnished as often as may be required.



     None of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or the
Company shall be liable for any action or any failure to act by it in reliance upon the advice of
legal counsel or accountants, or information provided by any person presenting Convertible
Preferred Stock for deposit or any holder of a Receipt. The Depositary, any Depositary’s Agent,
any Registrar or Transfer Agent and the Company may each rely and shall each be protected in acting
upon any written notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.



     In the event the Depositary shall receive conflicting claims, requests or instructions from
any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall
be entitled to act on such claims, requests or instructions received from the Company, and shall
incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in
connection with any action so taken.



     The Depositary shall not be responsible for any failure to carry out any instruction to vote
any of the deposited Convertible Preferred Stock or for the manner or effect of any such vote made,
as long as any such action or non-action does not result from bad faith, gross negligence or
willful misconduct of the Depositary (which bad faith, gross negligence or willful misconduct must
be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). The Depositary undertakes, and any Registrar or Transfer Agent shall be required to
undertake, to perform such duties and only such duties as are specifically set forth in this
Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement
against the Depositary or any Registrar or Transfer Agent.



     The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any
Registrar or Transfer Agent may own, buy, sell or deal in any class of securities of the Company
and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any
transaction in which the Company or its affiliates may be interested or contract with or lend money
to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s
Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates or act in any other capacity for the Company or its
affiliates.



24









 





     It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an
“issuer” of the securities under the federal securities laws or applicable state securities laws,
it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting
only in a ministerial capacity as Depositary for the deposited Convertible Preferred Stock;
provided, however, that the Depositary agrees to comply with all information
reporting and withholding requirements applicable to it under law or this Deposit Agreement in its
capacity as Depositary.



     Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any
Depositary’s Agent makes any representation or has any responsibility as to the validity of the
registration statement pursuant to which the Depositary Shares are registered under the Securities
Act, the deposited Convertible Preferred Stock, the Depositary Shares, the Receipts (except its
countersignature thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made therein or herein; provided, however, that the
Depositary is responsible for its representations in this Deposit Agreement.



     The Company agrees that it will register the deposited Convertible Preferred Stock and the
Depositary Shares in accordance with the applicable securities laws.



     In the event the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent
believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or
other communication, paper or document received by it pursuant to this Deposit Agreement, the
Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall promptly notify the Company
of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain
from taking any action, and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar
shall be fully protected and shall incur no liability to any person from refraining from taking
such action, absent bad faith, gross negligence or willful misconduct (which bad faith, gross
negligence or willful misconduct must be determined by a final, non-appealable order, judgment,
decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all
parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) the
Depositary, the Depositary’s Agent, Transfer Agent or Registrar receives written instructions with
respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the
satisfaction of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar.



     Whenever in the performance of its duties under this Deposit Agreement, the Depositary, the
Depositary’s Agent, Transfer Agent or Registrar shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking, suffering or omitting to take
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively provided and established by a certificate
signed by any one of the President, any Vice President, the Treasurer, any Assistant Treasurer,
Head of Corporate Finance, the Secretary or Assistant Secretary of the Company and delivered to the
Depositary, the Depositary’s Agent, Transfer Agent or Registrar; and such certificate shall be full
and complete authorization and protection to the Depositary, the Depositary’s Agent, Transfer Agent
or Registrar and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall incur no
liability for or in respect of any action taken, suffered or omitted by it under the provisions of
this Deposit Agreement in reliance upon such certificate. The Depositary, the Depositary’s Agent,
Transfer Agent or Registrar shall not be liable for or by



25









 







reason of any of the statements of fact or recitals contained in this Deposit Agreement or in
the Receipts (except its countersignature thereof) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.



     The Depositary, the Depositary’s Agent, Transfer Agent or Registrar will not be under any duty
or responsibility to ensure compliance with any applicable federal or state securities laws in
connection with the issuance, transfer or exchange of the Receipts, Stock or Depositary Shares.



     Notwithstanding anything herein to the contrary, no amendment to the Certificate of
Designation shall affect the rights, duties, obligations or immunities of the Depositary, Transfer
Agent, the Depositary’s Agent or Registrar hereunder.



     The Depositary, Transfer Agent and any Registrar hereunder:



          (i) shall have no duties or obligations other than those specifically set forth herein (and no
implied duties or obligations), or as may subsequently be agreed to in writing by the parties;




          (ii) shall have no obligation to make payment hereunder unless the Company shall have provided
the necessary federal or other immediately available funds or securities or property, as the case
may be, to pay in full amounts due and payable with respect thereto;




          (iii) shall not be obligated to take any legal or other action hereunder; if, however, the
Depositary determines to take any legal or other action hereunder, and, where the taking of such
action might in the Depositary’s judgment subject or expose it to any expense or liability, the
Depositary shall not be required to act unless it shall have been furnished with an indemnity
satisfactory to it;




          (iv) may rely on and shall be authorized and protected in acting or failing to act upon any
certificate, instrument, opinion, notice, letter, facsimile transmission or other document or
security delivered to the Depositary and believed by the Depositary to be genuine and to have been
signed by the proper party or parties, and shall have no responsibility for determining the
accuracy thereof;




          (v) may rely on and shall be authorized and protected in acting or failing to act upon the
written, telephonic, electronic and oral instructions, with respect to any matter relating to the
Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or
qualifying any such actions) of officers of the Company;




          (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by the
Depositary hereunder in accordance with the advice of such counsel;




          (vii) shall not be called upon at any time to advise any person with respect to the Depositary
Shares or Receipts;




26









 








          (viii) shall not be liable or responsible for any recital or statement contained in any
documents relating hereto or the Depositary Shares or Receipts; and




          (ix) shall not be liable in any respect on account of the identity, authority or rights of the
parties (other than with respect to the Depositary) executing or delivering or purporting to
execute or deliver this Deposit Agreement or any documents or papers deposited or called for under
this Deposit Agreement.




     The obligations of the Company set forth in this Section 5.03 shall survive the replacement,
removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or
termination of this Deposit Agreement.



     SECTION 5.04 Resignation and Removal of the Depositary; Appointment of Successor Depositary.



     The Depositary may at any time resign as Depositary hereunder by notice of its election to do
so delivered to the Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.



     The Depositary may at any time be removed by the Company by notice of such removal delivered
to the Depositary, such removal to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment,
the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of
Receipts.



     In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall, within 60 days after the delivery of the notice of resignation or removal, as the case may
be, appoint a successor depositary, which shall be an entity having its principal office in the
United States of America and having a combined capital and surplus of at least $50,000,000. If a
successor depositary shall not have been appointed and have accepted appointment in 60 days, the
resigning Depositary may petition a court of competent jurisdiction to appoint a successor
depositary. Every successor depositary shall execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the Depositary under this
Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request
of the Company, shall promptly execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all
rights, title and interest in the deposited Convertible Preferred Stock and any moneys or property
held hereunder to such successor and shall deliver to such successor a list of the record holders
of all outstanding Receipts.



     Any corporation or other entity into or with which the Depositary may be merged, consolidated
or converted, or any corporation or other entity to which all or a substantial part of the assets
of the Depositary may be transferred, shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor depositary may execute the



27









 







Receipts either in the name of the predecessor depositary or in the name of the successor
depositary.



     The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and
Transfer Agent, as if specifically enumerated herein.



     SECTION 5.05 Notices, Reports and Documents.



     The Company agrees that it will deliver to the Depositary, and the Depositary, if requested in
writing by the Company, will promptly after receipt of such notice, transmit to the record holders
of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices
and reports generally made available by the Company to holders of the Convertible Preferred Stock
and not otherwise made publicly available. Such transmission will be at the Company’s expense and
the Company will provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request. In addition, the Depositary will transmit to the record holders
of Receipts at the Company’s expense such other documents as may be requested by the Company.



     SECTION 5.06 Indemnification by the Company.



     The Company shall indemnify the Depositary, any Depositary’s Agent and any Transfer Agent or
Registrar against, and hold each of them harmless from, any loss, liability, damage, cost or
expense (including the costs and expenses of defending itself) which may arise out of (i) acts
performed or omitted in connection with this Deposit Agreement and the Receipts (a) by the
Depositary, any Transfer Agent or Registrar or any of their respective agents (including any
Depositary’s Agent), except for any liability arising out of bad faith, gross negligence or willful
misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the
respective parts of any such person or persons, or (b) by the Company or any of its agents, or (ii)
the offer, sale or registration of the Receipts or shares of Stock pursuant to the provisions
hereof. The obligations of the Company set forth in this Section 5.06 shall survive the
replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s
Agent or termination of this Deposit Agreement. In no event shall the Depositary have any right of
set off or counterclaim against the Depositary Shares or the Convertible Preferred Stock.



     SECTION 5.07 Fees, Charges and Expenses.



     No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable
by any person, except as provided in this Section 5.07. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of this Deposit Agreement.
The Company shall also pay all fees and expenses of the Depositary in connection with the initial
deposit of the Convertible Preferred Stock and the initial issuance of the Depositary Shares
evidenced by the Receipts, any redemption of the Convertible Preferred Stock at the option of the
Company and all withdrawals of the Convertible Preferred Stock by holders of Receipts. All other
fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar or
Transfer Agent (including, in each case, fees and expenses of



28









 







counsel) incurred in the preparation, delivery, amendment, administration and execution of
this Deposit Agreement and incident to the performance of their respective obligations hereunder
will be paid by the Company as previously agreed between the Depositary and the Company. The
Depositary (and if applicable, the Transfer Agent and Registrar) shall present its statement for
fees and expenses to the Company once every three months or at such other intervals as the Company
and the Depositary may agree.



ARTICLE 6

AMENDMENT AND TERMINATION




     SECTION 6.01 Amendment.



     The form of the Receipts and any provision of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
holders of Receipts in any respect that the Company and the Depositary may deem necessary or
desirable; provided, however, that no such amendment (other than any change in the
fees of any Depositary, Registrar or Transfer Agent that are payable by the Company) which (i)
shall materially and adversely alter the rights of the holders of Receipts or (ii) would be
materially and adversely inconsistent with the rights granted to the holders of the Convertible
Preferred Stock pursuant to the Certificate of Incorporation shall be effective unless such
amendment shall have been approved by the holders of Receipts evidencing at least two-thirds of the
Depositary Shares then outstanding. In no event shall any amendment impair the right, subject to
the provisions of Section 2.06 and Section 2.07 and Article III, of any holder of any Receipts
evidencing such Depositary Shares to surrender any Receipt with instructions to the Depositary to
deliver to the holder the deposited Convertible Preferred Stock and all money and other property,
if any, represented thereby, except in order to comply with mandatory provisions of applicable law.
Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be
deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound
by this Deposit Agreement as amended thereby.



     SECTION 6.02 Termination.



     This Deposit Agreement may be terminated by the Company upon not less than 30 days’ prior
written notice to the Depositary if the holders of Receipts evidencing a majority of the Depositary
Shares then outstanding consent to such termination, whereupon the Depositary shall deliver or make
available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such
number of whole or fractional shares of deposited Convertible Preferred Stock as are represented by
the Depositary Shares evidenced by such Receipt, together with any other property held by the
Depositary in respect of such Receipt. This Deposit Agreement will automatically terminate if (i)
all outstanding Depositary Shares shall have been redeemed or converted in accordance with the
provisions hereof or (ii) there shall have been made a final distribution in respect of the
deposited Convertible Preferred Stock in connection with any liquidation, dissolution or winding up
of the Company and such distribution shall have been distributed to the holders of Receipts
entitled thereto.



29









 





     Upon the termination of this Deposit Agreement, the Company shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the Depositary, any
Depositary’s Agent and any Transfer Agent or Registrar under Section 5.06 and Section 5.07.



ARTICLE 7

MISCELLANEOUS




     SECTION 7.01 Counterparts.



     This Deposit Agreement may be executed in any number of counterparts, and by each of the
parties hereto on separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this
Deposit Agreement by facsimile shall be effective as delivery of a manually executed counterpart of
this Deposit Agreement.



     SECTION 7.02 Exclusive Benefits of Parties.



     This Deposit Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or equitable right,
remedy or claim to any other person whatsoever.



     SECTION 7.03 Invalidity of Provisions.



     In case any one or more of the provisions contained in this Deposit Agreement or in the
Receipts should be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby; provided, however, that if such
provision affects the rights, duties, liabilities or obligations of the Depositary, the Depositary
shall be entitled to resign immediately.



     SECTION 7.04 Notices.



     Any and all notices to be given to the Company hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by
facsimile transmission confirmed by letter, addressed to the Company at:


Citigroup Inc.

153 East 53rd Street, 5th Floor

New York, New York 10043

Attention: Treasury Department

Fax: 212-793-2407



with a copy to :



Citigroup Corporate Law Department

425 Park Avenue, 2nd Floor

New York, New York 10043





30









 







Attention: General Counsel, Finance and Capital Markets

Fax: 212-793-4401



or at any other address of which the Company shall have notified the Depositary in writing.




     Any notices to be given to the Depositary, Transfer Agent or Registrar hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or
sent by mail, or telecopier confirmed by letter, addressed to the Depositary:


The Bank of New York

101 Barclay Street

New York, NY 10286

Attention: Shareowner Services

Fax: 212-815-4922



with a copy to:



The Bank of New York

101 Barclay Street

New York, NY 10286

Attention: General Counsel

Fax: 212-635-1999




     Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if transmitted through the facilities of DTC
in accordance with DTC’s procedures or personally delivered or sent by mail, recognized next-day
courier service or telecopier confirmed by letter, addressed to such record holder at the address
of such record holder as it appears on the books of the Depositary; provided that any record holder
may direct the Depositary to deliver notices to such record holder at an alternate address or in a
specific manner that is reasonably requested by such record holder in a written request timely
filed with the Depositary and that is reasonably acceptable to the Depositary.



     Delivery of a notice sent by mail shall be deemed to be effected at the time when a duly
addressed letter containing the same (or a confirmation thereof in the case of a facsimile message)
is deposited, postage prepaid, in a post office letter box, or in the case of a next-day courier
service, when deposited with such courier, courier fees prepaid. The Depositary or the Company
may, however, act upon any facsimile message received by it from the other or from any holder of a
Receipt, notwithstanding that such facsimile message shall not subsequently be confirmed by letter
as aforesaid.



     SECTION 7.05 Depositary’s Agents.



     The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the
Depositary for the purposes of this Deposit Agreement and may at any time appoint additional
Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The
Depositary will notify the Company of any such action.



31









 





     SECTION 7.06 Holders of Receipts Are Parties.



     The holders of Receipts from time to time shall be deemed to be parties to this Deposit
Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof to the same extent as though such person executed this Deposit
Agreement.



     SECTION 7.07 Governing Law.



     This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions
hereof and thereof shall be governed by, and construed in accordance with, the law of the State of
New York applicable to agreements made and to be performed in said State, without regard to
conflicts of laws principles thereof.



     SECTION 7.08 Inspection of Deposit Agreement and Certificate of Designation.



     Copies of this Deposit Agreement and the Certificate of Designation shall be filed with the
Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the
Depositary Office by any holder of any Receipt.



     SECTION 7.09 Headings.



     The headings of articles and sections in this Deposit Agreement and in the form of the Receipt
set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as
a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.



32









 





     IN WITNESS WHEREOF, Citigroup Inc. and The Bank of New York have duly executed this Deposit
Agreement as of the day and year first above set forth and all holders of Receipts shall become
parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the
terms hereof.



	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	/s/ Charles E. Wainhouse
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	THE BANK OF NEW YORK,

as Depositary, Conversion Agent, Registrar and

Transfer Agent

 	 
	 	By:  	/s/ Megan Mawer
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Deposit Agreement

Series T





 









 





Exhibit A




FORM OF FACE OF RECEIPT




     THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE
SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE
“CORPORATION”) OR ANY AFFILIATE OF THE CORPORATION WAS THE OWNER OF THIS RECEIPT (OR ANY
PREDECESSOR OF THIS RECEIPT) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE
CORPORATION OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEPOSITARY SHARES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.



     [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.]



     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



A-1









 





	 	 	 
	Certificate Number                    

	 	Number of Depositary Shares                     
	 
	 	 
	 

	 	CUSIP NO.:[           ]






RECEIPT FOR DEPOSITARY SHARES

Each Representing 1/1,000th of a Share of

6.5% Non-Cumulative Convertible Preferred Stock, Series T

(par value $1.00 per share)

(liquidation preference $50,000 per share)




of




CITIGROUP INC.




     The Bank of New York, as Depositary (the “Depositary”), hereby certifies that
                                         is the registered owner of                                 
       
Depositary Shares (“Depositary Shares”), each Depositary Share representing 1/1,000th of
one share of 6.5% Non-Cumulative Convertible Preferred Stock, Series T, $1.00 par value per share
and liquidation preference of $50,000 per share (the “Stock”), of Citigroup Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the “Company”), on deposit
with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement
dated January 23, 2008 (the “Deposit Agreement”), among the Company, the Depositary and the holders
from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under
the Deposit Agreement unless it shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts
(other than the Depositary) shall have been appointed, by the manual signature of a duly authorized
officer of such Registrar.



Dated:




	 	 	 	 	 	 	 	 	 	 	 
	[Countersigned:	 	The Bank of New York, as Depositary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	]	 	 	By:	 	 	 	 
	 

	 	 
 	 	 	 	 	 	 

Authorized Signatory
	 	 






A-2









 






[FORM OF REVERSE OF RECEIPT]




     The following abbreviations when used in the instructions on the face of this receipt shall be
construed as though they were written out in full according to applicable laws or regulations.



	 	 	 	 	 
	TEN COM - as tenant in common

	 	UNIF GIFT MIN ACT -                    	 	 
	 

	 	Custodian                    	 	 
	 

	 	                              (Cust)                     (Minor)	 	 
	 
	 	 	 	 
	TEN ENT - as tenants by the entireties

	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 
	JT TEN - as joint tenants with right
of survivorship and not as tenants in
common
	 	 	 	 
	 

	 	 

(State)
	 	 





Additional abbreviations may also be used though not in the above list.




ASSIGNMENT




For value received,                                                             hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE, AS APPLICABLE



 

 



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING POSTAL ZIP CODE OF ASSIGNEE



 




                                                             Depositary Shares represented by the within Receipt, and do hereby
irrevocably constitute and appoint



                                                             Attorney to transfer the said Depositary Shares on the books of the
within named Depositary with full power of substitution in the premises.




	 	 	 
	Dated                                        

	 	            
                 
                 
                 
                 
	 
	 	 
	

	 	NOTICE: The signature to the assignment must correspond with the
name as written upon the face of this Receipt in every particular,
without alteration or enlargement or any change whatever.






SIGNATURE GUARANTEED



NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations, and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act
of 1934.





A-3









 








Exhibit B




Certificate of Designation




[See Exhibit 3.09]