Citi’s Exchange Agreement with U.S. Government

On June 10, 2009, Citigroup Inc. announced a definitive share exchange agreement with the U.S. government and the launch of its exchange offers for publicly held convertible and non-convertible preferred and trust preferred securities. Under the exchange agreement, the government will exchange a portion of its preferred securities with an aggregated liquidation value of up to $25 billion for interim securities and warrants and its remaining preferred securities for trust preferred securities.

Partner Robert D. Joffe, assisted by partners B. Robbins Kiessling and Allen Finkelson, advised the Independent Directors of Citi’s Board in connection with this matter.