0001193125-13-035766 Sample Contracts

Citigroup Inc. % Subordinated Notes due , 202 UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2013 • Citigroup Inc • National commercial banks • New York

The Subordinated Notes were issued pursuant to the terms of an indenture, dated as of April 12, 2001, between the Company and the Bank of New York Mellon, as successor trustee to J.P. Morgan Trust Company N.A. (the “Trustee”), as amended by the First Supplemental Indenture dated as of August 2, 2004 (the “Indenture”). The Indenture is qualified as an indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

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