Common use of Notice of New Registration Statement Clause in Contracts

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: Name: Title: CITIGROUP INC. By: Name: Title: The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: Name: Title: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated Global Selling Agency Agreement between the Company, the Guarantor and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and ), (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor Company and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/Jxxxxx Xxxxxxxx Name: Jxxxxx Xxxxxxxx Title: CITIGROUP INC. By: Name: Title: Deputy Treasurer The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/Jxxx X. XxXxxxxxx Name: Jxxx X. XxXxxxxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director UBS FINANCIAL SERVICES INC. By: /s/Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Executive Director By: /s/Kxxxx Xxxxxxx Name: Kxxxx Xxxxxxx Title: Director WXXXX FARGO SECURITIES, LLC By: /s/Cxxx Immesocte Name: Cxxx Immesocte Title: Managing Director Citigroup Global Markets Inc. 000 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 50 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attn: High Grade Transaction Management UBS Financial Services Inc. 1285 Avenue of the Axxxxxxx, Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Structured Solutions Development Wxxxx Fargo Securities, LLC Attention: Dxx Xxxxxx 300 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N H (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated a Global Selling Agency Agreement between among the Company, the Guarantor Company and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the successor trustee (the “Trustee”) under the Indenture, dated as of March 815, 20161987, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor Company and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition first sentence of “Registration Statement” in the fourth paragraph hereof Section 1(a) of this Agreement shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and ), (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS FUNDING INC. By: /s/Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President & Treasurer CITIGROUP INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Amended and Restated Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director UBS FINANCIAL SERVICES INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director CFI Amended and Restated GSAA August 26, 2011 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior NotesUBS Financial Services Inc. 000 Xxxxxx Xxxxxxxxx, Series N (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”)Xxxxx Xxxxx Xxxxxxxxx, any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”)XX 00000 Attention: Structured Products Group Xxxxx Fargo Securities, are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated Global Selling Agency Agreement between the CompanyLLC Attention: Xxx Xxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, the Guarantor and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).Xxx Xxxx 00000

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: Name: Title: CITIGROUP INC. By: Name: Title: The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: INCAPITAL LLC By: Name: Title: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: UBS FINANCIAL SERVICES INC. By: Name: Title: By: Name: Title: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: MTNSN Syndicate US Incapital LLC 000 X. Xxxxxx Drive, Suite 3700 Chicago, Illinois 60606 Attn: General Counsel Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attn: High Grade Transaction Management UBS Financial Services Inc. 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attn: Structured Solutions Development The Medium-Term Senior Notes, Series N (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated a Global Selling Agency Agreement between the Company, the Guarantor and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor Company and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxx Title: CITIGROUP INC. By: Name: Title: Assistant Treasurer The foregoing Amended and Restated Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Incapital LLC 000 X. Xxxxxx Drive, Suite 3700 Chicago, Illinois 60606 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Financial Services Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N G (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated Global Selling Agency Agreement between among the Company, the Guarantor Company and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8November 13, 20162013, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor Company and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).operating

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and ), (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor Company and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: CITIGROUP INC. By: Name: Title: Deputy Treasurer Citigroup Inc. GSAA November 13, 2013 The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/ Xxxx X. XxXxxxxxx Name: Xxxx X. XxXxxxxxx Title: Managing Director INCAPITAL LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director UBS FINANCIAL SERVICES INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Director By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Incapital LLC 000 X. Xxxxxx Drive, Suite 3700 Chicago, Illinois 60606 Attn: General Counsel Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attn: High Grade Transaction Management UBS Financial Services Inc. 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Structured Solutions Development Xxxxx Fargo Securities, LLC Attention: Xxx Xxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N G (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated a Global Selling Agency Agreement between among the Company, the Guarantor Company and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8November 13, 20162013, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor Company and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor Company and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: Name: Title: CITIGROUP INC. By: Name: Title: The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: Name: Title: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N G (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated Global Selling Agency Agreement between among the Company, the Guarantor Company and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8November 13, 20162013, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor Company and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Treasurer CITIGROUP INC. By: /s/ Xxxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxx Title: Assistant Treasurer The foregoing Amended and Restated Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Incapital LLC 000 X. Xxxxxx Drive, Suite 3700 Chicago, Illinois 60606 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Financial Services Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated Global Selling Agency Agreement between the Company, the Guarantor and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Treasurer CITIGROUP INC. By: /s/ Jxxxxx Xxxxxxxx Name: Jxxxxx Xxxxxxxx Title: Deputy Treasurer The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: /s/ Jxxx X. XxXxxxxxx, Xx. Name: Jxxx X. XxXxxxxxx, Xx. Title: Managing Director By: /s/ Mxxxxx Xxxxxxx Name: Mxxxxx Xxxxxxx Title: Managing Director By: /s/ Cxxxxxxxxxx X’Xxxxxx Name: Cxxxxxxxxxx X’Xxxxxx Title: Head of Debt Capital Markets By: /s/ Dxxxxxx X. Xxxxxx Name: Dxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Exxx Xxxxxxxxx Name: Exxx Xxxxxxxxx Title: Managing Director By: /s/ Fxxxx Xxxxxxxx Name: Fxxxx Xxxxxxxx Title: Director Citigroup Global Markets Inc. 000 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: MTNSN Syndicate US Incapital LLC 200 X. Xxxxxx Drive, Suite 3700 Chicago, Illinois 60606 Attn: General Counsel Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 50 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attn: High Grade Transaction Management UBS Financial Services Inc. 1000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attn: Structured Solutions Development The Medium-Term Senior Notes, Series N (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated a Global Selling Agency Agreement between the Company, the Guarantor and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Notice of New Registration Statement. (a) Upon delivery by the Company and the Guarantor to the Agents of a properly executed notice in the form attached as Exhibit G hereto (a “Notice of New Registration Statement”), (i) the file number contained in the definition of “Registration Statement” in the fourth paragraph hereof shall thereafter be deemed to refer to the file number of the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and ), (ii) all references in this Agreement to the “Registration Statement” shall thereafter be deemed to refer to the New Registration Statement. (b) Together with the notice required by Section 18(a17(a), the Company and the Guarantor shall deliver or cause to be delivered to the Agents the documents required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall apply to the New Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Guarantor Company and you. Very truly yours, CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: Name: Title: CITIGROUP INC. By: Name: Title: The foregoing Global Selling Agency Agreement is hereby confirmed and accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC., as Lead Agent By: Name: Title: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Medium-Term Senior Notes, Series N G (the “Notes”) of Citigroup Global Markets Holdings Inc. (the “Company”), any payments due on which are fully and unconditionally guaranteed by (the “Guarantee”) Citigroup Inc. (the “Guarantor”), are to be offered on a continuing basis. The Notes are being sold pursuant to an Amended and Restated a Global Selling Agency Agreement between among the Company, the Guarantor Company and the agents named therein (the “Agents”) dated the date hereof (the “Agency Agreement”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the Indenture, dated as of March 8, 2016, under which the Notes will be issued (as amended, the “Indenture”). The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt of the Company. The Guarantee of the Notes will constitute part of the senior debt of the Guarantor and will rank equally with all other unsecured and unsubordinated debt of the Guarantor. The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by the Agent acting solely as principal, unless otherwise agreed to between the Company, the Guarantor Company and the Agent acting as principal. Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., acting as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC”, which term, as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note, except in the circumstances described in the MTN Prospectus. The procedures to be followed during, and the specific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “Trustee” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company. Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes”. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. (the “DTC Agent”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN Letter of Representations from the Company and Citibank, N.A. to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).