Citigroup (C)

Target Securities

•      TARP Series H Preferred Stock ($25 billion) issued on October 28, 2008

Amount Exchanged

•      Amount exchanged will equal the amount of preferred stock of private and public holders and trust preferred securities exchanged, up to $25 billion

Exchange Price

•      $3.25/share at par

U.S. Treasury Receives

•      Interim securities and warrants (see below)

Remaining Preferreds

•      All outstanding preferred stock not exchanged for the interim securities will be exchanged for trust preferred securities with a coupon of 8%

Non-target Securities

•      TARP Series I Preferred Stock ($20 billion) issued on December 31, 2008 and Series G ($7 billion) will each convert into trust preferred securities with a coupon of 8%

Target Securities

•      Private convertible preferred stock (series A1, B1, C1, D1, J1, K1, L2, N1) initially issued on January 23, 2008 (the private preferred stock)

Amount Exchanged

•      Target $12.5 billion

Exchange Price

•      $3.25/share at par

Investors Receive

•      Interim securities and warrants (see below)

Remaining Preferreds

•      Dividends on outstanding private preferred stock not exchanged will be suspended

Target Securities

•      Public preferred stock (series AA, E, F) issued in January, April and May 2008

•      Public convertible preferred (series T) issued in January 2008

•      Enhanced Trust Preferred Securities (E-TruPS)

•      Trust Preferred Securities (TruPS)

Amount

•      Target $20.5 billion (increased from $15.0 billion)

Exchange Price

•      $3.25/share at premium to market

Investors Receive

•      Common stock

Remaining Preferreds

•      Dividends on outstanding preferred stock not exchanged will be suspended

•      E-TruPS and TruPS distributions remain unchanged

February 27, 2009, as revised May 7, 2009