0000950123-09-071248 Sample Contracts

CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of December [___], 2009
Purchase Contract Agreement • December 16th, 2009 • Citigroup Inc • National commercial banks • New York

PURCHASE CONTRACT AGREEMENT, dated as of December [___], 2009 between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined HEREIN).

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CITIGROUP INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Seventh Supplemental Indenture Dated as of December [ ], 2009 Supplement to Indenture of Citigroup Inc. dated as of July 23, 2004
Citigroup Inc • December 16th, 2009 • National commercial banks

[SEVENTH] SUPPLEMENTAL INDENTURE, dated as of December [___], 2009 (this “Seventh Supplemental Indenture”), between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture, dated as of July 23, 2004 (the “Base Indenture”), supplemented by a First Supplemental Indenture, dated as of December 3, 2007 (the “First Supplemental Indenture”) and a Fifth Supplemental Indenture, dated as of November 2, 2009 (the “Fifth Supplemental Indenture,” and the Base Indenture, as supplemented by the First Supplemental Indenture and the Fifth Supplemental Indenture, the “Supplemented Base Indenture” and the Supplemented Base Indenture, as supplemented by this Seventh Supplemental Indenture, the “Indenture”).

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