0000950123-11-005308 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • January 26th, 2011 • Citigroup Inc • National commercial banks • New York

WARRANT AGREEMENT dated as of January 25, 2011 (this “Agreement”), between CITIGROUP INC. (the “Company”) and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent” or individually, “Computershare” and the “Trust Company,” respectively).

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