EX-4.2



 Exhibit 4.2 
 FORM OF FACE OF RECEIPT 
 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. 








			
	Certificate Number             	 	Number of Depositary Shares             

 CUSIP NO.: 172967366 
 CITIGROUP INC. 
 RECEIPT FOR DEPOSITARY SHARES 

Each Representing 1/1,000th of a Share of 
 5.80% Noncumulative Preferred Stock, Series C 
 (par value $1.00 per share)

 (liquidation preference $25,000 per share) 

Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a
federally chartered national association, (jointly, 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 5.80% Noncumulative Preferred
Stock, Series C, $1.00 par value per share and liquidation preference of $25,000 per share 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 March 26, 2013 (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:	 	Computershare Inc. and Computershare Trust Company, N.A., as Depositary
			
	                             
                                         
  ]	 	By:	 	  

	By	 		 	Authorized Signatory


  
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 [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. 

  
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