Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 26, 2008, Citigroup Inc. ("Citigroup"), one of the initial nine institutions participating in the U.S. Department of the Treasury's previously announced TARP Capital Purchase Program, signed an agreement to issue to the Treasury $25 billion of its perpetual preferred stock and a warrant to purchase common stock. The transaction settled on October 28, 2008.
All of the proceeds will be treated as Tier 1 capital for regulatory purposes. Taking this issuance into account, on a pro forma basis, at September 30, 2008, Citigroup's Tier One capital ratio would have been approximately 10.4%.
The Securities Purchase Agreement and the preferred stock contain limitations on certain actions by Citigroup, including but not limited to payments of dividends, redemptions and acquisitions of equity securities, and compensation of senior executive officers. You should refer to the documents incorporated herein by reference for a complete description of these limitations.
On October 27, 2008, Citigroup filed a Certificate of Designations establishing the designation, powers, preferences and rights of the shares of a new series of Citigroup fixed rate cumulative perpetual preferred stock, Series H. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation and was effective immediately upon filing.
The Certificate of Designations for the preferred stock is being filed as Exhibit 3.1 to this Form 8-K, the Warrant is being filed as Exhibit 4.1 to this Form 8-K, the Letter Agreement is being filed as Exhibit 10.1 to this Form 8-K, the Securities Purchase Agreement Standard Terms are being filed as Exhibit 10.2 to this Form 8-K, and a summary of the terms of the preferred stock and the warrant is being filed as Exhibit 99.1 to this Form 8-K. These documents are incorporated herein by reference in their entirety. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number 3.1 Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series H 4.1 Warrant 10.1 Letter Agreement 10.2 Securities Purchase Agreement Standard Terms 99.1 Perpetual Preferred Placement Terms and Warrant Placement Terms

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