0001144204-09-004632 Sample Contracts

Contract
Citigroup Inc • February 2nd, 2009 • 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
Citigroup Inc • February 2nd, 2009 • 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 • February 2nd, 2009 • Citigroup Inc • National commercial banks
AMENDMENT TO GLOBAL SELLING AGENCY AGREEMENT
Global Selling Agency Agreement • February 2nd, 2009 • Citigroup Inc • National commercial banks • New York

AMENDMENT TO GLOBAL SELLING AGENCY AGREEMENT, dated as of January 23, 2009 (this “Amendment”), among CITIGROUP FUNDING INC., a Delaware corporation (the “Company”), CITIGROUP INC., a Delaware corporation (the “Guarantor”), CITIGROUP GLOBAL MARKETS INC., a Delaware corporation (the “U.S. Agent”), and CITIGROUP GLOBAL MARKETS LIMITED, a limited liability company registered in England (the “International Agent” and, together with the U.S. Agent, the “Agents”).

CITIGROUP FUNDING INC., as Issuer CITIGROUP INC., as Guarantor and THE BANK OF NEW YORK MELLON, as Successor Trustee First Supplemental Indenture Dated as of January 21, 2009 Supplement to Indenture dated as of June 1, 2005 providing for the issuance...
First Supplemental Indenture • February 2nd, 2009 • Citigroup Inc • National commercial banks

FIRST SUPPLEMENTAL INDENTURE, dated as of January 21, 2009 (this “Supplemental Indenture”), among CITIGROUP FUNDING INC., a Delaware corporation (the “Company”), CITIGROUP INC., a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee, as successor to JPMorgan Chase Bank, N.A., (the “Trustee”) under the Indenture, dated as of June 1, 2005 (the “Indenture”).

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