0001193125-14-416894 Sample Contracts

TERMS AGREEMENT
Terms Agreement • November 18th, 2014 • Citigroup Inc • National commercial banks

This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement dated November 6, 2014 to the Prospectus dated November 13, 2013.

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Contract
Citigroup Inc • November 18th, 2014 • 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.

CITIGROUP INC. And CITIBANK, N.A., As Fiscal Agent, Registrar and Principal Paying Agent AGENCY AGREEMENT C$700,000,000 3.390% Notes due 2021 Dated as of November 18, 2014
Agency Agreement • November 18th, 2014 • Citigroup Inc • National commercial banks

WHEREAS pursuant to the Terms Agreement dated November 6, 2014 (the “Underwriting Agreement”) between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its C$700,000,000 3.390% Notes due November 18, 2021 (the “Notes”);

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