Citigroup (C)

Conversion of Depositary Shares

Optional Conversion.  As described above under “Description of Convertible Preferred Stock—Conversion Rights—Optional Conversion Right,” and “Description of Convertible Preferred Stock—Conversion Upon Certain Acquisitions,” the Convertible Preferred Stock may be converted, in whole or in part, into shares of Citigroup common stock at the option of the holders of the Convertible Preferred Stock.  The depositary shares may, at the option of holders thereof, be converted into shares of Citigroup common stock upon the same terms and conditions as the Convertible Preferred Stock, except that depositary shares may be converted only in lots of 1,000 depositary shares or integral multiples thereof.

To effect such an optional conversion, a holder of depositary shares must deliver depositary receipts evidencing the depositary shares to be converted, together with a written notice of conversion and a proper assignment of the depositary receipts to Citigroup, to any transfer agent for the depositary shares, or in blank, and, if applicable, payment of an amount equal to the dividend payable on such depositary shares, to the depositary or its agent.  Each optional conversion of depositary shares will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied, and the conversion will be at the conversion rate in effect at such time and on such date.

Conversion at the Option of Citigroup.  As described above under “Description of Convertible Preferred Stock—Conversion Rights—Conversion at the Option of Citigroup,” on or after February 15, 2013, Citigroup may, at its option, at any time or from time to time cause some or all of the Convertible Preferred Stock to be converted into shares of Citigroup common stock at the then-applicable conversion rate.  Citigroup may exercise this conversion right if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day preceding the date Citigroup gives notice of conversion at its option, the closing price of Citigroup common stock exceeds 130% of the then-applicable conversion price of the Convertible Preferred Stock.

If Citigroup elects to exercise this option, the depositary shares will be converted into shares of Citigroup common stock upon the same terms and conditions as the Convertible Preferred Stock, except that the number of shares of Citigroup common stock received upon conversion of each depositary share will be equal to the number of shares of Citigroup common stock received upon conversion of each share of Convertible Preferred Stock divided by 1,000.  In the event that the conversion of depositary shares into Citigroup common stock would result in the issuance of fractional shares, Citigroup will pay the holder of such depositary shares cash in lieu of such fractional shares as described above in “Description of Convertible Preferred Stock—Fractional Shares.”

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