C.PRN / Citigroup Capital XIII - Preferred Security - Документы SEC, Годовой отчет, Доверенное заявление

TABLE OF CONTENTS Page DESCRIPTION OF THE SECURITIES 1 MARKET-MAKING ACTIVITIES 1 Conflicts of Interest 1 USE OF PROCEEDS 1 WHERE YOU CAN FIND MORE INFORMATION 1 FORWARD-LOOKING STATEMENTS 3 DESCRIPTION OF THE SECURITIES

Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-255302, 333-255302-01, 333-255302-02 and 333-255302-03 PROSPECTUS This prospectus applies to market-making offers and sales of all outstanding debt securities, index warrants, preferred stock, depositary shares, capital securities and guarantees issued by Citigroup Inc. (?Citigroup?), its wholly-owned subsidiary trusts or corporate p

- S-3/A

S-3/A 1 d174208ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 7, 2021 Registration No. 333-255302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1568

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Subordinated Debt Indenture dated as of April 12, 2001.*

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. under the Citigroup Senior Debt Indenture dated as of June 1, 2005.*

Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee under the Citigroup Subordinated Debt Indenture dated as of July 23, 2004.*

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Senior Debt Indenture dated November 13, 2013.*

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Powers of Attorney of certain Directors.*

Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all acts and

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (formerly, The Bank of New York), as trustee under the Citigroup Senior Debt Indenture dated as of March 15, 1987, as supplemented.*

Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Global Markets Holdings Senior Debt Indenture dated as of March 8, 2016.*

Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

- S-3

Table of Contents As filed with the Securities and Exchange Commission on April 16, 2021 Registration No.

TABLE OF CONTENTS Page DESCRIPTION OF THE SECURITIES 1 MARKET-MAKING ACTIVITIES 1 Conflicts of Interest 1 USE OF PROCEEDS 1 WHERE YOU CAN FIND MORE INFORMATION 1 FORWARD-LOOKING STATEMENTS 3 DESCRIPTION OF THE SECURITIES

Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-224495 333-224495-01 333-224495-02 and 333-224495-03 PROSPECTUS This prospectus applies to market-making offers and sales of all outstanding debt securities, index warrants, preferred stock, depositary shares, capital securities and guarantees issued by Citigroup Inc. (“Citigroup”), its wholly-owned subsidiary trusts or corporate predecessors

C / Citigroup, Inc. S-3/A

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2018 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Subordinated Debt Indenture dated as of April 12, 2001.*

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Global Markets Holdings Senior Debt Indenture dated as of March 8, 2016.*

Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Powers of Attorney of certain Directors.*

Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all ac

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Senior Debt Indenture dated November 13, 2013.*

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. under the Citigroup Senior Debt Indenture dated as of June 1, 2005.*

EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee under the Citigroup Subordinated Debt Indenture dated as of July 23, 2004.*

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

C / Citigroup, Inc. FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2018 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (formerly, The Bank of New York), as trustee under the Citigroup Senior Debt Indenture dated as of March 15, 1987, as supplemented.*

Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

As filed with the Securities and Exchange Commission on April 5, 2017

S-3/A Table of Contents As filed with the Securities and Exchange Commission on April 5, 2017 Registration No.

As filed with the Securities and Exchange Commission on March 29, 2017

S-3/A Table of Contents As filed with the Securities and Exchange Commission on March 29, 2017 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.3 12 d274413dex253.htm EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

CITIGROUP INC. THE BANK OF NEW YORK MELLON THIRD SUPPLEMENTAL INDENTURE Dated as of March 1, 2017 Supplemental to Indenture dated as of April 12, 2001 providing for the issuance of Subordinated Debt Securities

Exhibit 4.11 CITIGROUP INC. and THE BANK OF NEW YORK MELLON THIRD SUPPLEMENTAL INDENTURE Dated as of March 1, 2017 Supplemental to Indenture dated as of April 12, 2001 providing for the issuance of Subordinated Debt Securities THIRD SUPPLEMENTAL INDENTURE dated as of March 1, 2017 (this ?Third Supplemental Indenture?), between Citigroup Inc., a Delaware corporation (the ?Company?), and The Bank of

CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT New York, New York

EX-1.5 Exhibit 1.5 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: This Amended and Restated Global Selling Agency Agreement (the “Agreement”) amends and restates in its entirety the Global Selling Agency Agreement, dated March 8, 2016, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.4 13 d274413dex254.htm EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

LIMITED POWER OF ATTORNEY (Form S-3)

EX-24.1 9 d274413dex241.htm EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

CITIGROUP GLOBAL MARKETS HOLDINGS INC. CITIGROUP INC. THE BANK OF NEW YORK MELLON FIRST SUPPLEMENTAL INDENTURE Dated as of March 1, 2017 Supplemental to Indenture dated as of March 8, 2016 providing for the issuance of Senior Debt Securities

EX-4.24 5 d274413dex424.htm EX-4.24 Exhibit 4.24 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Issuer CITIGROUP INC. Guarantor and THE BANK OF NEW YORK MELLON Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 1, 2017 Supplemental to Indenture dated as of March 8, 2016 providing for the issuance of Senior Debt Securities FIRST SUPPLEMENTAL INDENTURE dated as of March 1, 2017 (this “First Supplemental

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.5 14 d274413dex255.htm EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

CITIGROUP INC. Medium-Term Senior Notes, Series G AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT New York, New York

EX-1.3 Exhibit 1.3 CITIGROUP INC. Medium-Term Senior Notes, Series G AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: This Amended and Restated Global Selling Agency Agreement (the “Agreement”) amends and restates in its entirety the Global Selling Agency Agreement, dated November 13, 2013, among Citigroup Inc.,

As filed with the Securities and Exchange Commission on March 1, 2017

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2017 Registration No.

LIMITED POWER OF ATTORNEY (Form S-3)

EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the ?Company?), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any an

Citigroup Capital Xiii POSASR

POSASR As filed with the Securities and Exchange Commission on February 14, 2017 Registration No.

Citigroup Capital Xiii POSASR

POSASR As filed with the Securities and Exchange Commission on November 21, 2016 Registration No.

LIMITED POWER OF ATTORNEY (Form S-3)

Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the ?Company?), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.6 12 d269314dex256.htm EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.2 8 d269314dex252.htm EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

CITIGROUP INC. DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS

EX-1.1 2 d269314dex11.htm EX-1.1 Exhibit 1.1 CITIGROUP INC. DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York , 2016 Citigroup Inc., a Delaware corporation (the “Company”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have varying rankings, designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.4 10 d269314dex254.htm EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

As filed with the Securities and Exchange Commission on October 14, 2016

Table of Contents As filed with the Securities and Exchange Commission on October 14, 2016 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.5 11 d269314dex255.htm EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N GLOBAL SELLING AGENCY AGREEMENT New York, New York

EX-1.3 Exhibit 1.3 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N GLOBAL SELLING AGENCY AGREEMENT New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: Citigroup Global Markets Holdings Inc., a corporation organized and existing under the laws of the State of New York (the “Company”), and Citigroup Inc., a corporation organized and existing u

Restated Certificate of Incorporation Salomon Smith Barney Holdings Inc. under section 807 of the Business Corporation Law

EX-4.7 Exhibit 4.7 Restated Certificate of Incorporation of Salomon Smith Barney Holdings Inc. under section 807 of the Business Corporation Law The undersigned corporation certifies that: 1 The name of the corporation is Salomon Smith Barney Holdings Inc. The corporation was originally formed under the name “Sutdex Real Estate, Inc.” 2 The Certificate of Incorporation of the corporation was filed

Limited Power of Attorney (Form S-3)

EX-24.1 Exhibit 24.1 Limited Power of Attorney (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any an

CITIGROUP GLOBAL MARKETS HOLDINGS INC. MEDIUM-TERM SENIOR NOTE, SERIES N PAYMENTS DUE FROM CITIGROUP GLOBAL MARKETS HOLDINGS INC. FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC. [TITLE OF SECURITIES]

Exhibit 4.34 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (DTC) TO ITS NOMINEE OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. REGISTERED NO.

As filed with the Securities and Exchange Commission on March 7, 2016

POSASR Table of Contents As filed with the Securities and Exchange Commission on March 7, 2016 Registration No.

RESTATED BY-LAWS CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a New York corporation) February 6, 2007 RESTATED BY-LAWS CITIGROUP GLOBAL MARKETS HOLDINGS INC. (hereinafter called the ?corporation?) ARTICLE I

EX-4.8 Exhibit 4.8 RESTATED BY-LAWS of CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a New York corporation) February 6, 2007 RESTATED BY-LAWS OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. (hereinafter called the “corporation”) ARTICLE I OFFICES Section 1. The office of the corporation shall be located in the County of New York, in the State of New York. Section 2. The corporation may also have offices at s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Juris

CITIGROUP GLOBAL MARKETS HOLDINGS INC. CITIGROUP INC. Dated as of , 2016 Senior Debt Securities THE BANK OF NEW YORK MELLON

EX-4.23 Exhibit 4.23 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Issuer CITIGROUP INC. Guarantor INDENTURE Dated as of , 2016 Senior Debt Securities THE BANK OF NEW YORK MELLON Trustee This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to Section 310-318(a), inclusive, of the Trust Indenture Act of 1939, is not to be considered a part of the Indenture.

- POST-EFFECTIVE AMENDMENT NO. 1

Post-Effective Amendment No. 1 As filed with the Securities and Exchange Commission on December 10, 2013 Registration No. 333-192302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (See table of Additional Registrants) Citigroup Inc. (Exact name of registrant as specified in i

TABLE OF CONTENTS Page DESCRIPTION OF THE SECURITIES 1 MARKET-MAKING ACTIVITIES 1 Conflicts of Interest 1 USE OF PROCEEDS 1 WHERE YOU CAN FIND MORE INFORMATION 1 FORWARD-LOOKING STATEMENTS 3

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-192302 PROSPECTUS This prospectus applies to market-making offers and sales of all outstanding debt securities, index warrants, preferred stock, depositary shares, capital securities and guarantees issued by Citigroup Inc., its wholly-owned subsidiary trusts or its corporate predecessors under the following Registration

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 13, 2013 Registration No.

POWER OF ATTORNEY (Form S-3)

Powers of Attorney of certain Directors Exhibit 24.1 POWER OF ATTORNEY (Form S-3) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint John C. Gerspach, Eric A. Aboaf and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in it

CITIGROUP INC. % Noncumulative Preferred Stock, Series (par value $1.00 per share) (liquidation preference $ per share)

Form of Certificate for Preferred Stock Exhibit 4.27 Certificate Number: Number of Shares of Series Preferred Stock: CUSIP NO.: CITIGROUP INC. % Noncumulative Preferred Stock, Series (par value $1.00 per share) (liquidation preference $ per share) Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that Computershare Inc., a Delaware corporation, and its wholly owned subsidiar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in it

CITIGROUP INC. Dated as of , 2013 Senior Debt Securities THE BANK OF NEW YORK MELLON

Form of Senior Debt Indenture between citigroup and The Bank of New York Mellon Exhibit 4.

CITIGROUP INC. MEDIUM-TERM SENIOR NOTE, SERIES G [TITLE OF SECURITIES]

Form of Medium-Term Senior Notes, Series G Exhibit 4.30 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (DTC) TO ITS NOMINEE OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE O

CITIGROUP INC. Medium-Term Senior Notes, Series G GLOBAL SELLING AGENCY AGREEMENT New York, New York

Form of Global Selling Agency Agreement Exhibit 1.2 CITIGROUP INC. Medium-Term Senior Notes, Series G GLOBAL SELLING AGENCY AGREEMENT New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: Citigroup Inc., a Delaware corporation (the “Company”), confirms its agreement with each of you (each, an “Agent”) with respect to the issue and sale by the Company of its Medium-Term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in it

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP CAPITAL XIII (Exact Name of Registrant as Specifi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP CAPITAL XIII (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Incorporation or Organization) 06-1532089 (I.R.S. Employer Identification No.) c/o Citigroup Inc. 399 Park Avenu

89,840,000 Capital Securities Citigroup Capital XIII 7.875% Fixed Rate/Floating Rate Trust Preferred Securities (TruPS®) $25 Liquidation Amount Guaranteed to the extent set forth herein by Citigroup Inc.

Table of Contents Filed pursuant to Rule 424(b)(2) Registration Nos. 333-157459 and 333-157459-01 The filing fee of $160,139.80 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The filing fee of $160,139.80 is applied against the remaining $1,557,863.96 of the registration fees paid to date by Citigroup Inc., and $1,397,724.16 remains available for future registration fe

Citigroup Capital XIII Filed pursuant to Rule 433 89,840,000 Capital Securities File Nos. 333-157459, 333-157459-01 7.875% Fixed Rate/Floating Rate Trust Preferred Securities (TruPS?) $25 Liquidation Amount Guaranteed By Citigroup Inc. To The Extent

FWP 1 y86235bfwp.htm FWP Citigroup Capital XIII Filed pursuant to Rule 433 89,840,000 Capital Securities File Nos. 333-157459, 333-157459-01 7.875% Fixed Rate/Floating Rate Trust Preferred Securities (TruPS®) $25 Liquidation Amount Guaranteed By Citigroup Inc. To The Extent Set Forth In The Prospectus Terms and Conditions: Issuer: Citigroup Capital XIII, a Delaware statutory trust, the sole assets

SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2010

Table of Contents This prospectus relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w05 Exhibit 25.05 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorpor

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.07 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorporation if

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXIV Dated as of , 20

exv4w29 Exhibit 4.29 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXIV Dated as of , 20 TABLE OF CONTENTS ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 SECTION 2.4 Periodic Reports t

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXIII Dated as of , 20

EX-4.28 5 y81759exv4w28.htm EX-4.28 Exhibit 4.28 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXIII Dated as of , 20 TABLE OF CONTENTS ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 S

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.10 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorp

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.09 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorp

Consent of Independent Registered Public Accounting Firm

exv23w01 EXHIBIT 23.01 KPMG LLP 345 Park Avenue New York, NY 10154 Consent of Independent Registered Public Accounting Firm The Board of Directors Citigroup Inc.: We consent to the incorporation by reference of our report of Citigroup Inc. and subsidiaries (“Citigroup”) dated February 27, 2009, except as to Notes 1, 2, 3, 4, 5, 6, 7, 10, 11, 12, 17, 18, 19 and 33, which are as of October 13, 2009,

2

exv5w01 EXHIBIT 5.01 February 19, 2010 Citigroup Inc. 399 Park Avenue New York, New York 10043 Ladies and Gentlemen: I am an Associate General Counsel-Capital Markets of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Post-Effective Amendment No. 1 to Registration Statement on Form S-3,

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XIII Dated as of , 20

exv4w26 Exhibit 4.26 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XIII Dated as of , 20 TABLE OF CONTENTS ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 SECTION 2.4 Periodic Reports t

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.15 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorp

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w04 Exhibit 25.04 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w01 Exhibit 25.01 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w08 Exhibit 25.08 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorpor

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.02 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorporation if

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXV Dated as of , 20

exv4w30 Exhibit 4.30 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXV Dated as of , 20 TABLE OF CONTENTS ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 SECTION 2.4 Periodic Reports to

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXII Dated as of , 20

exv4w27 Exhibit 4.27 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XXII Dated as of , 20 TABLE OF CONTENTS ARTICLE II TRUST INDENTURE ACT SECTION 1.1 Definitions 1 ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 SECTION 2.4 Periodic Reports t

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w13 Exhibit 25.13 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorpor

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.12 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorp

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w11 Exhibit 25.11 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorpor

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w06 Exhibit 25.06 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.14 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorp

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

exv25w03 Exhibit 25.03 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (State of incorpor

As filed with the Securities and Exchange Commission on February 19, 2010

Table of Contents As filed with the Securities and Exchange Commission on February 19, 2010 Registration No.

FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XII Dated as of , 20

Exhibit 4.25 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST CITIGROUP CAPITAL XII Dated as of , 20 TABLE OF CONTENTS ARTICLE I INTERPRETATION AND DEFINITIONS SECTION 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application 7 SECTION 2.2 Lists of Holders of Securities 7 SECTION 2.3 Reports by the Institutional Trustee 7 SECTION 2.4 Periodic Reports to Institu

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] February 19, 2010

EXHIBIT 5.02 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] February 19, 2010 Citigroup Inc. 399 Park Avenue New York, NY 10043 Citigroup Capital XII Citigroup Capital XIII Citigroup Capital XXII Citigroup Capital XXIII Citigroup Capital XXIV Citigroup Capital XXV c/o Citigroup Inc 399 Park Avenue New York, NY 10043 Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3

EX-25.05: FORM T-1

EX-25.05 Exhibit 25.05 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

EX-25.06: FORM T-1

EX-25.06 Exhibit 25.06 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

EX-25.07: FORM T-1

EX-25.07 Table of Contents Exhibit 25.07 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York

EX-25.04: FORM T-1

EX-25.04 Exhibit 25.04 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

As filed with the Securities and Exchange Commission on February 20, 2009

Table of Contents As filed with the Securities and Exchange Commission on February 20, 2009 Registration No.

EX-23.01: CONSENT OF KPMG LLP

EX-23.01 Exhibit 23.01 KPMG LLP 345 Park Avenue New York, NY 10154 Consent of Independent Registered Public Accounting Firm The Board of Directors Citigroup Inc.: We consent to the incorporation by reference of our report of Citigroup Inc. and subsidiaries (“Citigroup”) dated February 22, 2008, except as to Notes 3, 4, 5, 6,7, 10, 11, 12, 16, 18, and 32, which are as of January 23, 2009, in the Re

EX-5.01: OPINION OF MICHAEL J. TARPLEY

Exhibit 5.01 February 20, 2009 Citigroup Inc. 399 Park Avenue New York, New York 10043 Ladies and Gentlemen: I am an Assistant General Counsel-Capital Markets of Citigroup Inc., a Delaware corporation (the ?Company?). I refer to the filing by the Company with the Securities and Exchange Commission (the ?Commission?) of a Registration Statement on Form S-3 (the ?Registration Statement?) relating to

EX-5.02: OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

EX-5.02 EXHIBIT 5.02 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] February 20, 2009 Citigroup Inc. 399 Park Avenue New York, NY 10043 Citigroup Capital XII Citigroup Capital XIII c/o Citigroup Inc. 399 Park Avenue New York, NY 10043 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to (1) Citigroup Capital XII and Citigroup Capital XIII (the

EX-25.02: FORM T-1

EX-25.02 Exhibit 25.02 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

EX-25.03: FORM T-1

EX-25.03 Exhibit 25.03 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

EX-24.01: POWERS OF ATTORNEY

EX-24.01 Exhibit 24.01 POWER OF ATTORNEY (Form S-3) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all acts and t

EX-25.01: FORM T-1

EX-25.01 Exhibit 25.01 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (State

EX-5.02

EXHIBIT 5.02 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] March 2, 2006 Citigroup Inc. 399 Park Avenue New York, NY 10043 Citigroup Capital XII Citigroup Capital XIII c/o Citigroup Inc. 399 Park Avenue New York, NY 10043 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to (1) Citigroup Capital XII and Citigroup Capital XIII (the "Citigroup T

EX-24.01

Exhibit 24.01 POWER OF ATTORNEY (Form S-3) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the "Company"), does hereby constitute and appoint Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all acts and thing

EX-25.02

Exhibit 25.02 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078

EX-25.01

EXHIBIT 25.01 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] - THE BANK OF NEW YORK (Exact name

As filed with the Securities and Exchange Commission on March 2, 2006

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 2, 2006 Registration No.

EX-23.01

Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Citigroup Inc: We consent to the incorporation by reference of our reports with respect to the consolidated financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting incorporated by ref

EX-25.04

Exhibit 25.04 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-4994650 (State

EX-25.06

Exhibit 25.06 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - JPMORGAN CHASE BANK, NATIONAL

EX-1.06

Exhibit 1.06 ( ) SECURITIES CITIGROUP CAPITAL ( ) ( )% Capital Securities (TRUPS(R)) $( ) Liquidation Amount Guaranteed to the extent set forth in the Prospectus dated , 2006 by CITIGROUP INC. UNDERWRITING AGREEMENT New York, New York , 20 [The Representatives] [Address] as Underwriters named in Schedule I hereto Ladies and Gentlemen: Citigroup Capital ( ) (the "Trust"), a statutory business trust

EX-25.07

Exhibit 25.07 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - JPMORGAN CHASE BANK, NATIONAL

EX-25.05

Exhibit 25.05 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - JPMORGAN CHASE BANK, NATIONAL

EX-5.01

Exhibit 5.01 March 2, 2006 Citigroup Inc. 399 Park Avenue New York, New York 10043 Ladies and Gentlemen: I am the General Counsel, Finance and Capital Markets of Citigroup Inc., a Delaware corporation (the "Company"). I refer to the filing by the Company with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "Registration Statement") relating to

EX-1.01

Exhibit Markup EXHIBIT 1.01 CITIGROUP INC. DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York March 2, 2006 Citigroup Inc., a Delaware corporation (the "Company"), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have varying rankings, designations, den

EX-25.03

Exhibit 25.03 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) - JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-4994650 (State