0000950123-06-014440 Sample Contracts

CITIGROUP FUNDING INC. Index Warrants, Series W-A SELLING AGENCY AGREEMENT November 22, 2006 New York, New York
Selling Agency Agreement • November 22nd, 2006 • Citigroup Inc • National commercial banks • New York

The Warrants will be issued under a warrant agreement (the “Warrant Agreement”), dated as of November 22, 2006, among the Company, the Guarantor and U.S. Bank National Association, as warrant agent (the “Warrant Agent”). Unless otherwise specifically provided for and set forth in a supplement to the Prospectus referred to below, the Warrants will be issued only in fully registered form, and the Warrants will have the exercise date(s) or exercise period(s), exchange date(s), expiration date(s) and other terms set forth in the applicable Pricing Supplement (as defined herein). The Warrants will be issued, and the terms thereof established, in accordance with the Warrant Agreement and the Warrant Administrative Procedures attached hereto as Exhibit A (as they may be amended from time to time, the “Warrant Procedures”) (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Warrant Procedures with respect to the Warrants issued pursuant to such Terms Ag

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CITIGROUP FUNDING INC., as Issuer CITIGROUP INC., as Guarantor and WARRANT AGREEMENT dated as of November 22, 2006
Warrant Agreement • November 22nd, 2006 • Citigroup Inc • National commercial banks • New York

WARRANT AGREEMENT, dated as of November 22, 2006, among CITIGROUP FUNDING INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), CITIGROUP INC., a corporation organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as warrant agent (the “Warrant Agent”).

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