Summary of CITIGROUP INC - Yahoo! Finance

Material Modification to Rights of Security Holders, Financial Statements and Exhib

Item 3.03 Material Modification to Rights of Security Holders; Item 5.03
Amendments to Articles of Incorporation or Bylaws.
On February 13, 2009, Citigroup Inc. ("Citigroup") filed eight Certificates of Designation, each establishing the designation, powers, preferences and rights of the shares of a new series of Citigroup non-cumulative convertible preferred stock: Series A1, B1, C1, D1, J1, K1, L2 and N1 (the "New Preferred Stock"). Each Certificate of Designation amended Citigroup's Restated Certificate of Incorporation and was effective immediately upon filing.
Under the terms of pre-existing conversion price reset agreements with holders of Citigroup's non-cumulative convertible preferred stock Series A, B, C, D, J, K, L1 and N issued on January 23, 2008 (the "Old Preferred Stock"), on February 17, 2009, Citigroup exchanged shares of New Preferred Stock for an equal number of shares of Old Preferred Stock. The terms and conditions of the New Preferred Stock are identical in all material respects to the terms and conditions of the Old Preferred Stock, except that the Conversion Price and Conversion Rate of the New Preferred Stock have been reset to $26.3517 and 1,897.4108, respectively. All shares of the Old Preferred Stock were surrendered.
A copy of each of the eight Certificates of Designation filed on February 13, 2009 are being filed as Exhibits 3.01 - 3.08 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

    Exhibit Number
         3.01         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series A1.

         3.02         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series B1.

         3.03         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series C1.

         3.04         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series D1.

         3.05         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series J1.

         3.06         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series K1.

         3.07         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series L2.

         3.08         Certificate of Designation of 7% Non-Cumulative
                      Convertible Preferred Stock of Citigroup Inc.,
                      Series N1.

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