0001144204-07-049877 Sample Contracts

TERMS AGREEMENT
Terms Agreement • September 18th, 2007 • Citigroup Inc • National commercial banks
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Contract
Citigroup Inc • September 18th, 2007 • National commercial banks

This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.

CITIGROUP INC. And CITIBANK, N.A. As Fiscal Agent, Registrar, Calculation Agent and Exchange Agent And DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME As Paying Agent and Transfer Agent
Agency Agreement • September 18th, 2007 • Citigroup Inc • National commercial banks

WHEREAS pursuant to the Terms Agreement dated September 5, 2007 (the “Underwriting Agreement”) between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its Yen 250,000,000,000 Floating Rate Notes due September 2012 (the “Notes”); and

Contract
Citigroup Inc • September 18th, 2007 • National commercial banks

This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.

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