0001144204-08-068789 Sample Contracts

Contract
Global Security Note • December 11th, 2008 • Citigroup Inc • 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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Contract
Global Security Note • December 11th, 2008 • Citigroup Inc • 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.

TERMS AGREEMENT
Terms Agreement • December 11th, 2008 • Citigroup Inc • National commercial banks
TERMS AGREEMENT
Terms Agreement • December 11th, 2008 • Citigroup Inc • National commercial banks
as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Fifth Supplemental Indenture Dated as of December 9, 2008 Supplement to Indenture dated as of March 15, 1987 providing for the issuance of Debt Securities
Fifth Supplemental Indenture • December 11th, 2008 • Citigroup Inc • National commercial banks

FIFTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2008 (this “Fifth 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 March 15, 1987, supplemented by a First Supplemental Indenture, dated as of December 15, 1988, a Second Supplemental Indenture, dated as of January 31, 1991, a Third Supplemental Indenture, dated as of December 9, 1992, and a Fourth Supplemental Indenture, dated as of November 2, 1998 (as supplemented, the “Indenture”).

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