Citigroup (C)

Section 8.  Conversion Procedures.

(a) Conversion Date.  Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.

(b) Rights Prior to Conversion.  No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date.  Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.

(c) Reacquired Shares.  Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance.  The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.

Exhibit V - 10

Conversion Procedures

On the date of any conversion at the option of the holders, if a holder’s interest is in certificated form, a holder must do each of the following in order to convert:

·                  complete and manually sign the conversion notice provided by the conversion agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the conversion agent;

·                  surrender the shares of Convertible Preferred Stock to the conversion agent;

·                  if required, furnish appropriate endorsements and transfer documents;

·                  if required, pay any stock transfer, documentary, stamp or similar taxes not payable by Citigroup; and

·                  if required, pay funds equal to any declared and unpaid dividend payable on the next dividend payment date to which such holder is entitled.

Shares of Convertible Preferred Stock and depositary shares initially will be issued in certificated form.  However, Citigroup, at its option, may later determine to prepare a global certificate or certificates representing the Convertible Preferred Stock and depositary shares in order to facilitate clearing and settlement through DTC.  If a holder’s interest is a beneficial interest in a global certificate representing depositary shares, the holder must comply with the depositary’s and DTC’s procedures for converting a beneficial interest in a global security.  See “Description of the Depositary Shares — Conversion of Depositary Shares” below.

The date on which a holder complies with the foregoing procedures is the “conversion date.”

The conversion agent for the Convertible Preferred Stock is initially the transfer agent.  A holder may obtain copies of the required form of the conversion notice from the conversion agent.  The conversion agent will, on a holder’s behalf, convert the Convertible Preferred Stock into shares of Citigroup common stock, in accordance with the terms of the notice delivered by Citigroup described below.  Payments of cash for dividends and in lieu of fractional shares and, if shares of Citigroup common stock are to be delivered, a stock certificate or certificates, will be delivered to the holder, or in the case of global certificates, a book-entry transfer through DTC will be made by the conversion agent.

6