0001193125-15-218030 Sample Contracts

Contract
Subordinated Note • June 9th, 2015 • Citigroup Inc • National commercial banks

This Subordinated 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 Subordinated Note is not exchangeable for Subordinated 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 Subordinated Note (other than a transfer of this Subordinated 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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CITIGROUP INC. And CITIBANK, N.A., As Fiscal Agent, Registrar and Principal Paying Agent AGENCY AGREEMENT C$600,000,000 4.090% Subordinated Notes due June 9, 2025 Dated as of June 9, 2015
Agency Agreement • June 9th, 2015 • Citigroup Inc • National commercial banks

WHEREAS pursuant to the Terms Agreement dated June 1, 2015 (the “Underwriting Agreement”) between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its C$600,000,000 4.090% Subordinated Notes due June 9, 2025 (the “Subordinated Notes”);

TERMS AGREEMENT
Terms Agreement • June 9th, 2015 • Citigroup Inc • National commercial banks
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