EX-4.10



 





Exhibit 4.10




DEPOSIT AGREEMENT




Dated




January 25, 2008




CITIGROUP INC.,

ISSUER




-and-




THE BANK OF NEW YORK,

AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT




RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED

8.125% NON-CUMULATIVE PREFERRED STOCK, SERIES AA




 









 




TABLE OF
CONTENTS


	 	 	 	 	 
	 	Page
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF 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 Preferred Stock; Execution and Delivery of Receipts in
Respect Thereof
	 	 	5	 
	SECTION 2.03 Optional Redemption of Preferred Stock for Cash
	 	 	6	 
	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 Preferred Stock
	 	 	8	 
	SECTION 2.07 Limitations on Execution and Delivery, Transfer, Split-up
	 	 	9	 
	SECTION 2.08 Lost Receipts, etc
	 	 	9	 
	SECTION 2.09 Cancellation and Destruction of Surrendered Receipts
	 	 	10	 
	SECTION 2.10 No Pre-Release
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
	 	 	10	 
	 
	 	 	 	 
	SECTION 3.01 Filing Proofs, Certificates and Other Information
	 	 	10	 
	SECTION 3.02 Payment of Fees and Expenses
	 	 	10	 
	SECTION 3.03 Representations and Warranties as to Preferred Stock
	 	 	11	 
	SECTION 3.04 Representation and Warranty as to Receipts and Depositary Shares
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 4 THE PREFERRED STOCK; NOTICES
	 	 	11	 
	 
	 	 	 	 
	SECTION 4.01 Cash Distributions
	 	 	11	 
	SECTION 4.02 Distributions Other Than Cash
	 	 	12	 
	SECTION 4.03 Subscription Rights, Preferences or Privileges
	 	 	12	 
	SECTION 4.04 Notice of Dividends; Fixing of Record Date for Holders of Receipts
	 	 	13	 
	SECTION 4.05 Voting Rights
	 	 	14	 
	SECTION 4.06 Changes Affecting Preferred Stock and Reorganization Events
	 	 	14	 
	SECTION 4.07 Inspection of Reports
	 	 	15	 






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TABLE OF
CONTENTS

(continued)



	 	 	 	 	 
	 	Page
	SECTION 4.08 Lists of Receipt Holders
	 	 	15	 
	SECTION 4.09 Withholding
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 5 THE DEPOSITARY AND THE COMPANY
	 	 	15	 
	 
	 	 	 	 
	SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary
and the Registrar
	 	 	15	 
	SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Company
	 	 	16	 
	SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar
and the Company
	 	 	16	 
	SECTION 5.04 Resignation and Removal of the Depositary; Appointment of Successor
Depositary
	 	 	20	 
	SECTION 5.05 Notices, Reports and Documents
	 	 	21	 
	SECTION 5.06 Indemnification by the Company
	 	 	21	 
	SECTION 5.07 Fees, Charges and Expenses
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 6 AMENDMENT AND TERMINATION
	 	 	22	 
	 
	 	 	 	 
	SECTION 6.01 Amendment
	 	 	22	 
	SECTION 6.02 Termination
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 7 MISCELLANEOUS
	 	 	23	 
	 
	 	 	 	 
	SECTION 7.01 Counterparts
	 	 	23	 
	SECTION 7.02 Exclusive Benefits of Parties
	 	 	23	 
	SECTION 7.03 Invalidity of Provisions
	 	 	23	 
	SECTION 7.04 Notices
	 	 	23	 
	SECTION 7.05 Depositary’s Agents
	 	 	24	 
	SECTION 7.06 Holders of Receipts Are Parties
	 	 	25	 
	SECTION 7.07 Governing Law
	 	 	25	 
	SECTION 7.08 Inspection of Deposit Agreement and Certificate of Designation
	 	 	25	 
	SECTION 7.09 Headings
	 	 	25	 
	 
	 	 	 	 
	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 25, 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 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 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 and conditions of the 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:



     “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 Preferred Stock, as filed with the Secretary of State of the State of Delaware on January
24, 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.



     “Preferred Stock, Series AA” or “Preferred Stock” shall mean shares of the Company’s 8.125%
Non-Cumulative Preferred Stock, Series AA (liquidation preference $25,000 per share), $1.00 par
value per share, heretofore validly issued, fully paid and nonassessable.



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



1









 





     “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 480 Washington Boulevard,
29th Floor, Jersey City, New Jersey 07310.



     “Depositary Share” shall mean the security representing a 1/1,000th fractional
interest in a share of 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 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 Preferred Stock
represented by such Depositary Share (including the 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.



     “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.



2









 





     “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 Preferred Stock, as herein provided.



     “Reorganization Event” shall mean:



     (1) any consolidation or merger of the Company with or into another person (other than a
merger or consolidation in which the Company is the continuing corporation and in which the shares
of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for
cash, securities other property of the Company or another corporation);



     (2) any sale, transfer, lease or conveyance to another person of all or substantially all the
property and assets of the Company; or



     (3) any statutory exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or any binding share exchange which reclassifies or
changes its outstanding Common Stock.



     “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 Preferred Stock, as herein provided.



ARTICLE 2

FORM OF RECEIPTS, DEPOSIT OF 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
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 Preferred Stock deposited, as definitive Receipts.



3









 





     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 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 Preferred Stock, to exercise any redemption or voting 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



4









 







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 Preferred Stock
and other property in connection with the withdrawal or redemption 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.



     SECTION 2.02 Deposit of 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
148,600 shares of 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 Preferred
Stock registered in such names specified in such written order. The Depositary acknowledges
receipt of the aforementioned 148,600 shares of Preferred Stock and related documentation and
agrees to hold such deposited 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 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 Preferred Stock held by it by notation,
book-entry or other appropriate method.



5









 





     If required by the Depositary, 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 Preferred Stock or to receive other property that any person in whose name
the Preferred Stock is or has been registered may thereafter receive upon or in respect of such
deposited 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 Preferred Stock deposited
hereunder, together with the other documents specified above, and upon registering such 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 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 Preferred Stock, or in the
case of dividends or other distributions of Preferred Stock, if any, there shall be deposited
hereunder not more than the number of shares constituting the Preferred Stock as set forth in the
Certificate of Designation, as such may be amended. To the extent that the Company issues shares
of Preferred Stock in excess of the amount set forth in the Certificate of Designation as of the
date hereof (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 Preferred Stock for Cash.



     Whenever the Company shall elect to redeem shares of deposited 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 Preferred Stock (the “redemption date”) and
of the number of such shares of 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
Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the
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



6









 







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 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 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 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 Preferred Stock deposited with the
Depositary to be redeemed, the Depositary shall redeem the number of Depositary Shares representing
such 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 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 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
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 $25 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 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.



7









 





     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 Preferred Stock.



     Any holder of a Receipt or Receipts may withdraw any number of whole shares of deposited
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 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
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 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 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 Preferred Stock will not
thereafter be entitled to deposit such 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 Preferred Stock to be withdrawn, the
Depositary shall at the same time, in addition to such number of whole shares of 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 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.



8









 





     If the deposited 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 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 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 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 thereto (including
any such tax or charge with respect to the 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 Preferred Stock, the Depositary Shares
or the Receipts may be included for quotation or listed.



     The deposit of Preferred Stock may be refused, the delivery of Receipts against 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



9









 







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 No Pre-Release



     The Depositary shall not deliver any deposited 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 Preferred Stock evidenced by such Receipts. At no time will any Receipts be
outstanding if such Receipts do not represent 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 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 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 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 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.



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     SECTION 3.03 Representations and Warranties as to Preferred Stock.



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



     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 Preferred Stock represented
by such Depositary Share. Such representation and warranty shall survive the deposit of the
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 Preferred 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 Preferred Stock,
Depositary Shares 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 PREFERRED STOCK; NOTICES




     SECTION 4.01 Cash Distributions.



     Whenever the Depositary shall receive any cash dividend or other cash distribution on the
deposited Preferred Stock, including any cash received upon redemption of any shares of 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 Preferred Stock represented by the Receipts held by any
holder an amount on account of taxes or as otherwise required by law, regulation or



11









 







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 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
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 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



12









 







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.



     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 Preferred Stock, or whenever the Depositary shall receive
notice of (i) any meeting at which holders of such Preferred Stock are entitled to vote or of which
holders of such Preferred Stock are entitled to notice or (ii) any election on the part of the
Company to redeem any shares of such 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 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.



13









 





     SECTION 4.05 Voting Rights.



     Upon receipt of notice of any meeting at which the holders of deposited 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 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 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 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 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 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 Preferred Stock or cause such 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 Preferred Stock represented by the Depositary Shares evidenced by such
Receipt.



     SECTION 4.06 Changes Affecting Preferred Stock and Reorganization Events.



     Upon any change in liquidation preference, par or stated value, split-up, combination or any
other reclassification of the Preferred Stock, any Reorganization Event or any exchange of the
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 Preferred Stock and (b) the ratio of the redemption price per
Depositary Share to the redemption price of a share of Preferred Stock, 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 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 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 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.



14









 





     SECTION 4.07 Inspection of Reports.



     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 Preferred Stock and made generally available to the holders
of the 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 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 Preferred Stock, all in accordance with the provisions of
this Deposit Agreement.



15









 





     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 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 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 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 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 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



16









 







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
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 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 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 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.



17









 





     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 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 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 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



18









 







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 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;




19









 








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



20









 





     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 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 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 Preferred Stock and the initial issuance of the Depositary Shares evidenced by the
Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of
the 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 counsel) incurred in the preparation, delivery, amendment, administration and
execution of this Deposit Agreement



21









 







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 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 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 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 in accordance with the provisions hereof
or (ii) there shall have been made a final distribution in respect of the deposited 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.



     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.



22









 





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

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.




23









 





     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

Newport Office Center VII

480 Washington Boulevard, 29th Floor

Jersey City, NJ 07310

Attention: Megan Mawer

Facsimile: 201-680-4604




with a copy to:



The Bank of New York

Newport Office Center VII

480 Washington Boulevard

Jersey City, NJ 07310

Attention: Legal Department

Facsimile: (201) 680-4610




     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.



24









 





     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.



25









 





     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/ Martin A. Waters
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	THE BANK OF NEW YORK,

as Depositary, Registrar and Transfer Agent

 	 
	 	By:  	/s/ Megan Mawer
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



26









 






	 	 	 	 	 



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

8.125% Non-Cumulative Preferred Stock, Series AA

(par value $1.00 per share)

(liquidation preference $25,000 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 8.125% Non-Cumulative Preferred Stock, Series AA, $1.00 par value per share and
liquidation preference of $25,000 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 25, 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 3.10]