EX-4.1



 Exhibit 4.1 
 DEPOSIT AGREEMENT 
 Dated 

March 26, 2013 
 CITIGROUP INC., 
 AS ISSUER 

-and- 

COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., 
 AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT 
 RELATING TO RECEIPTS, DEPOSITARY
SHARES AND RELATED 
 5.80% NONCUMULATIVE PREFERRED STOCK, SERIES C 







 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.	  	 	10	  
				
		 	 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.	  	 	11	  
				
		 	 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
	  	 	12	  
				
		 	 Section 4.01
	 	Cash Distributions.	  	 	12	  
				
		 	 Section 4.02
	 	Distributions Other Than Cash.	  	 	12	  
				
		 	 Section 4.03
	 	Subscription Rights, Preferences or Privileges.	  	 	13	  
				
		 	 Section 4.04
	 	Notice of Dividends; Fixing of Record Date for Holders of Receipts.	  	 	14	  
				
		 	 Section 4.05
	 	Voting Rights.	  	 	14	  
				
		 	 Section 4.06
	 	Changes Affecting Preferred Stock and Reorganization Events.	  	 	15	  
				
		 	 Section 4.07
	 	Inspection of Reports.	  	 	15	  
				
		 	 Section 4.08
	 	Lists of Receipt Holders.	  	 	15	  
				
		 	 Section 4.09
	 	Withholding.	  	 	15	  
		
	 ARTICLE 5    THE DEPOSITARY AND THE COMPANY
	  	 	16	  
				
		 	 Section 5.01
	 	Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar.	  	 	16	  
				
		 	 Section 5.02
	 	Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company.	  	 	16	  


  
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 TABLE OF CONTENTS 

(continued) 
  

											
	 	 	 	  	Page	 
				
		 	Section 5.03    	 	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company.	  	 	17	  
				
		 	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.	  	 	22	  
				
		 	Section 5.07	 	Fees, Charges and Expenses.	  	 	22	  
		
	 ARTICLE 6 AMENDMENT AND TERMINATION
	  	 	22	  
				
		 	Section 6.01	 	Amendment.	  	 	22	  
				
		 	Section 6.02	 	Termination.	  	 	23	  
		
	 ARTICLE 7 MISCELLANEOUS
	  	 	23	  
				
		 	Section 7.01	 	Counterparts.	  	 	23	  
				
		 	Section 7.02	 	Exclusive Benefits of Parties	  	 	23	  
				
		 	Section 7.03	 	Invalidity of Provisions.	  	 	24	  
					
		 	Section 7.04	 	Notices.	  		  	 	24	  
				
		 	Section 7.05	 	Depositary’s Agents.	  	 	25	  
				
		 	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 Designations.	  	 	25	  
				
		 	Section 7.09	 	Headings.	  	 	25	  
				
		 	Section 7.10	 	Confidentiality.	  	 	26	  
				
		 	Section 7.11	 	Further Assurances.	  	 	26	  
		
	 Exhibit A – Form of Face of Receipt; Form of Reverse of Receipt
	  			
		
	 Exhibit B – Certificate of Designations
	  			


  
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 DEPOSIT AGREEMENT 

DEPOSIT AGREEMENT, dated March 26, 2013, among CITIGROUP INC., a Delaware corporation, COMPUTERSHARE INC., a Delaware
Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter
defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder. 
 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 Designations 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 Designations” 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 March 25, 2013 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 May 6, 2011, including any certificates of designation, and as
restated or amended from time to time. 
 “Company” shall mean Citigroup Inc., a Delaware corporation,
and its successors. 
 “Deposit Agreement” shall mean this agreement, as the same may be amended,
modified or supplemented from time to time. 

  
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 “Depositary” shall mean Computershare and the Trust Company, acting
jointly, and any successor as Depositary hereunder. The Depositary, along with its affiliates, shall maintain combined capital and surplus of at least $50,000,000, and so shall any successor 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 250 Royall Street, Canton, Massachusetts 02010. 

“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 Designations). 
 “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 Designations. 
 “Dividend Record Date” shall have the meaning set forth in the Certificate of Designations. 
 “DTC” means The Depository Trust Company. 

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

“Preferred Stock” shall mean shares of the Company’s 5.80% Noncumulative Preferred Stock, Series C
(liquidation preference $25,000 per share), $1.00 par value per share, heretofore validly issued, fully paid and nonassessable. 

“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. 

  
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 “redemption price” has the meaning set forth under
Section 2.03. 
 “Registrar” shall mean the Trust Company 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: 
 (i) 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); 
 (ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company; or 

(iii) 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
Trust Company 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. 

  
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 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


  
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(the “DTC Receipt”), which shall be deposited with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially
expected to be Cede & Co.). The Depositary or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership
shall be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts with DTC. 
 If issued, the DTC Receipt shall be exchangeable for definitive Receipts only if (i) DTC notifies the Company at any time that it is unwilling or unable to continue to make its book-entry settlement
system available for the Receipts and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency
registered under applicable law and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing or (iii) the Company executes and delivers to DTC a notice to the effect that such DTC
Receipt shall be so exchangeable. If the beneficial owners of interests in Depositary Shares are entitled to exchange such interests for definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding
sentence, then without unnecessary delay but in any event not later than the earliest date on which such beneficial interests may be so exchanged, the Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the
Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary in writing to execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical
form evidencing such Depositary Shares. The DTC Receipt shall be in such form and shall bear such legend or legends as may be appropriate or required by DTC in order for it to accept the Depositary Shares for its book-entry settlement system.
Notwithstanding any other provision herein to the contrary, if the Receipts are at any time eligible for book-entry settlement through DTC, delivery of shares of 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 20,000 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 20,000 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 Trust Company as the Registrar and Transfer Agent for the Preferred Stock 

  
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deposited hereunder and the Trust Company 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. 
 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 Designations, 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
Designations 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 Depositary shall be permitted to rely on applicable opinions of counsel delivered to the underwriters pursuant to each of Sections 8(b), (c) and (d) of the underwriting agreement dated
March 19, 2013 among the Company and the underwriters named therein relating to the sale of the Depositary Shares to the public. 
 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 Designations, 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 

  
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to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Certificate of Designations. 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 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 not given or
defective. 
 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 Designations) 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 Designations. In the event of any conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designations, the provisions of
the Certificate of Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of
Designations 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. 

  
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 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.

 The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under
this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither
the Company nor the record holders will receive interest on any deposits or funds held by Computershare hereunder. 

SECTION 2.04 Registration of Transfers of Receipts. 
 The Company hereby appoints the Trust Company as the Registrar and Transfer Agent for the Receipts and the Trust Company 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 and appropriate
evidence of authority, which shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority
that may be required by the Trust Company, together with evidence of the payment by the applicable party of any transfer taxes as may be required by law. Upon such surrender, the Trust Company 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 

  
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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 upon such holder’s order (subject to Section 2.04), 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. 
 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. 
 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) including, as noted in Section 2.04 above, a signature guarantee from an eligible
guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary; and (iii) compliance with such
regulations, if 

  
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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 (i) filed with the Depositary (a) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a
protected purchaser and (b) an indemnity bond, (ii) satisfied any other reasonable requirements imposed by the Depositary and (iii) complied with such other reasonable regulations and paid such other reasonable charges as the
Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York. 
 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 

  
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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. 
 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


  
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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 Computershare 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, Computershare 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 Computershare 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 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. Computershare, 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 Computershare (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 Computershare 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. 

  
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 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 (i) 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 (ii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so
directed by the Company and provided with an opinion of counsel that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of
1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may
deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 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. 

  
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 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) (the “record date”) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or whose Depositary Shares are to be so redeemed. 

SECTION 4.05 Voting Rights. 
 Upon receipt of notice of any meeting at which the holders of deposited 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 1/1,000th 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. 

  
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 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 in one share of Preferred Stock represented by one Depositary Share 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 Designations 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. 
 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 

  
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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. 
 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 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 

  
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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 and shall not 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 (which bad faith, negligence, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Neither the Depositary nor any
Depositary’s Agent nor any Transfer Agent or Registrar assumes any obligation and shall not 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. Notwithstanding anything contained herein to the contrary, the Depositary’s aggregate liability during any term of this Agreement
with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to Depositary as fees and charges, but not including reimbursable expenses. 
 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.


  
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 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. 
 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 

  
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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, the Deputy Treasurer, any Assistant Treasurer, Head of Corporate
Finance, the Secretary or Assistant Secretary of the Company and delivered to the Depositary, the Depositary’s Agent, Transfer Agent or Registrar; and such certificate shall be full and complete authorization and protection to the Depositary,
the Depositary’s Agent, Transfer Agent or Registrar and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of
this Deposit Agreement in reliance upon such certificate. The Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall not be liable for or by 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, and 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, Preferred Stock or Depositary Shares. 
 Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations 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; 

  
 19 









 (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; 
 (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 and the rights of the Depositary 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. 

  
 20 









 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. 
 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. 

  
 21 









 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 Preferred Stock pursuant to the provisions hereof. The obligations of the Company and the rights of the Depositary 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 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


  
 22 









 
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 Sections 2.06 and 2.07 and Article 3, 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. As a condition precedent to the Depositary’s execution of any amendment, the Company shall deliver
to the Depositary a certificate from a duly authorized officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 6.1. 
 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 Sections 5.03, 5.06 and 5.07. 

ARTICLE 7 

MISCELLANEOUS 
 SECTION 7.01 Counterparts. 
 This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. 

SECTION 7.02 Exclusive Benefits of Parties. 
 This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any
other person whatsoever. 

  
 23 









 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. 

601 Lexington Avenue 
 New York, New York 10022 
 Attention: Treasury Department 

Fax: 212-793-2407 
 with a copy
to: 
 Citigroup Inc. 
 One Court Square, 45th Floor 
 Long Island City, New York 11120 

Attention: Michael J. Tarpley, Associate General Counsel – Capital Markets 

Fax: 718-248-4107 
 or at any
other address of which the Company shall have notified the Depositary in writing. 
 Any notices to be given to the Depositary,
Transfer Agent or Registrar hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or telecopier confirmed by letter, addressed to the Depositary: 

Computershare Trust Company, N.A. 
 c/o Computershare Inc. 
 250 Royall Street 

Canton, Massachusetts 02021 
 Attention: General Counsel 
 Facsimile: 781-575-4210 

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. 

  
 24 









 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. 

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 Designations. 

Copies of this Deposit Agreement and the Certificate of Designations 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 









 SECTION 7.10 Confidentiality. 

The Depositary and the Company agree that all books, records, information and data pertaining to the business of the other party,
including, inter alia, personal, non-public holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law or legal process. 
 SECTION 7.11 Further Assurances. 

From time-to-time and after the date hereof, the Company agrees that it will perform, acknowledge and deliver or cause to be performed,
acknowledged and delivered all such further and other acts, documents, instruments and assurances as may be reasonably required by the Depositary for the carrying out or performing by the Depositary of the provisions of this Agreement. 

[Signature Page Follows] 

  
 26 









 IN WITNESS WHEREOF, Citigroup Inc. and Computershare Inc. and Computershare Trust Company,
N.A. have duly executed this Deposit Agreement as of the day and year first set forth above 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/ LeRoy Davis

		 	Authorized Officer
	
	 COMPUTERSHARE INC. and
 COMPUTERSHARE TRUST COMPANY,
 N.A., as Depositary, Registrar and Transfer

Agent

		
	By:	 	 /s/ Dennis Moccia

		 	Manager, Contract Administration


 [Signature Page to Deposit Agreement] 







 Exhibit A 
 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. 

  
 A-1










			
	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


  
 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 Designations