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These excerpts taken from the C 8-K filed Jun 10, 2009. Rights
Plan”) dated as of June 9, 2009 between Citigroup Inc., a Delaware
corporation (the “ Rights
Plan”), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the
Company. The Company will mail to the holder of this [certificate] [statement] a
copy of the Rights Plan without charge promptly after receipt of a written
request therefor. Under certain circumstances, as set forth in the Rights Plan,
such Rights may be evidenced by separate [certificate] [statements] instead of
by this [certificate] [statement] and may be redeemed or exchanged or may
expire.
As
set forth in the Rights Plan, Rights issued or transferred to, or Beneficially
Owned by, any Person who is, was or becomes an Acquiring Person (as such terms
are defined in the Rights Plan), whether currently Beneficially Owned by or on
behalf of such Person or by any subsequent holder, may be null and
void.
(b) Prior to
a Distribution Date, (i) the Rights will be evidenced by certificates for the
Common Stock or Ownership Statements and not by separate Right Certificates (as
hereinafter defined) and the registered holders of the Common Stock shall be
deemed to be the registered holders of the associated Rights, and (ii) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock.
(c) From and
after a Distribution Date, the Rights will be evidenced solely by separate Right
Certificates or Ownership Statements and will be transferable only in connection
with the transfer of the Right Certificates pursuant to Section 5. As soon as
practicable after the Company has notified the Rights Agent of the occurrence of
a Distribution Date, the Rights Agent will send, by first class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date (other than any Acquiring Person), one or
more Right Certificates evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held. If an adjustment in the number
of Rights per share of Common Stock has been made pursuant to Section 9, the
Company shall, at the time of distribution of the Right Certificates, make the
necessary and appropriate rounding adjustments in accordance with Section 12(a)
so that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.
(d) Rights
shall be issued in respect of all shares of Common Stock outstanding as of the
Record Date or issued (on original issuance or out of treasury) after the Record
Date but prior to the earlier of a Distribution Date and
17
SECTION
4. Form of Right
Certificates. (a) The certificates evidencing the Rights (and the forms
of assignment, election to purchase and certificates to be printed on the
reverse thereof) (the “ | EXCERPTS ON THIS PAGE:
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