EX-10.1






Exhibit 10.1




November 23, 2008




Summary of Terms




Eligible Asset Guarantee




	 	 	 
	Eligible Assets:

	 	Asset pool consisting of loans and securities backed by residential real estate
and commercial real estate, and their associated hedges, as agreed, and other such assets as the
U.S. Government (USG) has agreed to guarantee. Each specific asset must be identified on signing of
guarantee agreement. Assets will remain on the books of institution but will be appropriately
“ring-fenced.”
	 
	 	 
	Size:

	 	Up to $306 bn in assets to be guaranteed (based on valuation agreed upon between institution
and USG).
	 
	 	 
	Term of Guarantee:

	 	FDIC standard loss-sharing protocol: Guarantee is in place for 10 years for
residential assets, 5 years for non-residential assets.
	 
	 	 
	Deductible:

	 	Institution absorbs all losses in portfolio up to $29 bn (in addition to existing
reserves)
	 
	 	 
	 

	 	Any losses in portfolio in excess of that amount are shared USG (90%) and
institution (10%).
	 
	 	 
	 

	 	USG share will be allocated as follows:

     UST (via TARP) second loss up to $5 bn;
      FDIC
takes the third loss up to $10 bn;
	 
	 	 
	Financing:

	 	Federal Reserve funds remaining pool of assets with a non-recourse loan, subject to the
institution’s 10% loss sharing, at a floating rate of OIS plus 300bp. Interest payments are with
recourse to the institution.
	 
	 	 
	Fee for Guarantee — 

Preferred Stock:

	 	Institution will issue $7 bn of preferred stock with an 8% dividend rate (under
terms described below). $4 bn of preferred will be issued to UST. $3 bn will be issued to the FDIC.
	 
	 	 
	Management of Assets:

	 	USG will provide institution with a template to manage guaranteed assets This template will
include the use of mortgage modification procedures adopted by the FDIC, unless otherwise agreed.
	 
	 	 
	Risk Weighting:

	 	Institution will retain the income stream from the guaranteed assets. Risk
weighting for assets will be 20%.






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November 23, 2008




	 	 	 
	Dividends:

	 	Institution is prohibited from paying common stock dividends, in excess of $.01 per
share per quarter, for 3 years without UST/FDIC/FRB consent.
A factor taken into account for consideration of the USG’s consent is the
ability to complete a common stock offering of appropriate size.
	 
	 	 
	Executive Compensation:

	 	An executive compensation plan, including bonuses, that rewards long-term performance
and profitability, with appropriate limitations, must be submitted to, and approved by, the USG
	 
	 	 
	Corporate Governance:

	 	Other matters as specified







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November 23, 2008




Preferred Securities




	 	 	 
	Issuer:

	 	Citigroup (“Citi”)
	 
	 	 
	Initial Holder:

	 	United States Department of the Treasury (“UST”).
	 
	 	 
	Size:

	 	$20 billion
	 
	 	 
	Security:

	 	Preferred, liquidation preference $1,000 per share.
(Depending upon the
available authorized preferred shares, the UST may agree to
purchase
preferred with a higher liquidation preference per share,
in which case the
UST may require Citi to appoint a depositary to hold the
Preferred and
issue depositary receipts.)
	 
	 	 
	Ranking:

	 	Same terms as preferred issued in CPP.
	 
	 	 
	Term:

	 	Perpetual life.
	 
	 	 
	Dividend:

	 	The Preferred will pay cumulative dividends at a rate of 8%
per annum.
Dividends will be payable quarterly in arrears on February
15, May 15,
August 15 and November 15 of each year.
	 
	 	 
	Redemption:

	 	In stock or cash, as mutually agreed between UST and Citi.
Otherwise,
redemption terms of CPP preferred terms apply.
	 
	 	 
	Restrictions 

on Dividends:

	 	Institution is prohibited from paying common stock
dividends, in excess
of $.01 per share per quarter, for 3 years without UST
consent. A factor
taken into account for consideration of the UST’s consent
is the ability to
complete a common stock offering of appropriate size.
	 
	 	 
	Repurchases:

	 	Same terms as preferred issued in CPP.
	 
	 	 
	Voting rights:

	 	The Preferred shall be non-voting, other than class voting
rights on (i) any
authorization or issuance of shares ranking senior to the
Preferred, (ii) any
amendment to the rights of Preferred, or (iii) any merger,
exchange or
similar transaction which would adversely affect the rights
of the
Preferred.
	 
	 	 
	 

	 	If dividends on the Preferred are not paid in full for six
dividend periods,
whether or not consecutive, the Preferred will have the
right to elect 2
directors.
The right to elect directors will end when full dividends
have
been paid for (i) all prior dividend periods in the case of
cumulative
Preferred or (ii) four consecutive dividend periods in the
case of non-cumulative Preferred.






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November 23, 2008




	 	 	 
	Transferability:

	 	The Preferred will not be subject to any contractual restrictions on transfer.
	 
	 	 
	Executive 

Compensation:

	 	An executive compensation plan, including bonuses, that rewards long-term
performance and profitability, with appropriate limitations, must be submitted to,
and approved by, the USG.






Summary of Warrant Terms




	 	 	 
	Warrant:

	 	Institution will issue a warrant to UST for an aggregate exercise value of
10% of the total preferred issued to USG (in both transactions) ($2.7 bn).
	 
	 	 
	Exercise Price:

	 	The strike price will be equal to $10.61 per share (the 20 day trailing average
ending on November 21, 2008). The warrants issued to UST are not subject to
reduction based on additional offerings.
	 
	 	 
	Term:

	 	Ten years, immediately exercisable, in whole or in part.






	 	 	 	 	 
	DEPARTMENT OF THE TREASURY

	 	FEDERAL RESERVE BOARD	 	 
	 
	 	 	 	 
	/s/ Neel T. Kashkari

	 	/s/ Scott G. Alvarez
	 	 
	Interim Assistant Secretary for Financial Stability
	 	General Counsel
	 	 
	 
	 	 	 	 
	CITIGROUP INC.
	 	FEDERAL DEPOSIT INSURANCE CORP.	 	 
	 
	 	 	 	 
	/s/ Vikram Pandit

	 	/s/ Mitchell L. Glassman
	 	 
	 
	 	Director

Division of Resolutions and Receivership
	 	 







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