Morgan Stanley in Treasury Sale of Citi Common Stock

April 26, 2010

Cleary Gottlieb is counsel to Morgan Stanley, sales agent to the U.S. Department of the Treasury, in connection with the Treasury's announced plan to sell approximately 7.7 billion shares of Citigroup common stock. Citigroup has filed a prospectus supplement with the Securities and Exchange Commission covering Treasury's sale of this common stock. The Treasury will begin selling its common shares under a pre-arranged trading plan with Morgan Stanley. Initially, the Treasury will provide Morgan Stanley with discretionary authority to sell up to 1.5 billion shares under certain parameters and expects to provide Morgan Stanley with authority to sell additional shares.

The Treasury received these shares of common stock last summer as part of Citigroup's exchange offers, which were conducted to strengthen its capital base. Cleary Gottlieb represented Citigroup in these historic transactions.