Citigroup (C)

Issuance of Approximately $3.2 Billion of Convertible Preferred Stock in a Public Offering

The Company issued approximately $3.2 billion of 6.5% Series T Non-Cumulative Convertible Preferred Stock. The primary offering settled on January 23, 2008 and the over-allotment shares settled on January 29, 2008.

The Series T Convertible Preferred Stock will pay, when and if declared by the Company’s Board of Directors, dividends in cash at a rate of 6.5% per annum, payable quarterly. The first dividend payment date was February 15, 2008.

Each share of the Series T Convertible Preferred Stock will be convertible at any time, at the option of the holder, into shares of common stock of the Company at a conversion price of $33.73 per share of common stock. The Series T Convertible Preferred Stock is perpetual and has no maturity date.

On or after February 15, 2013, the Series T Preferred Stock, at the option of the Company, will be convertible into the Company’s common stock at the conversion price, if the price of the Company’s common stock exceeds 130% of the conversion price. On or after February 15, 2015, the Company may redeem for cash the Series T Convertible Preferred Stock on any dividend payment date, subject to a capital replacement covenant for any redemption prior to February 15, 2020. Investors will have no right to vote in elections of directors, subject to the customary right of preferred stockholders to elect two members to the Board upon non-payment of dividends for six dividend periods.