Amended and Restated Global Selling Agency Agreement – Citigroup

CITIGROUP FUNDING INC.

Medium-Term Notes, Series D and Series E

AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT

August 26, 2011
New York, New York

To the Agents listed on Schedule I hereto

Ladies and Gentlemen:

This Amended and Restated Global Selling Agency Agreement (the
“Agreement“) amends and restates in its entirety the Global Selling
Agency Agreement, dated as of April 20, 2006, among Citigroup Funding Inc., a
Delaware corporation (the “Company“), Citigroup Inc., a Delaware
corporation (the “Guarantor“), Citigroup Global Markets Inc. (the
“Lead Agent“) and Citigroup Global Markets Limited, as amended by
Amendment No. 1 thereto dated as of March 10, 2009, and Amendment No. 2 thereto,
dated as of May 16, 2011.

The Company and the Guarantor confirm their agreement with each of you (each,
an “Agent“) with respect to the issue and sale by the Company of its
Medium-Term Notes, Series D and Series E, in registered form (the
“Notes“), which Notes are fully and unconditionally guaranteed (the
“Guarantee“) by the Guarantor. The Notes may be denominated in U.S.
dollars, foreign currencies or composite currencies (the “Specified
Currency“) as may be specified in the applicable Pricing Supplement (as
defined herein) relating to any particular issue of Notes.

The Notes, Series D, will be issued under an indenture (the “Senior Debt
Indenture“), dated as of June 1, 2005, among the Company, the Guarantor, and
The Bank of New York Mellon as successor trustee to JPMorgan Chase Bank, N.A.
The Notes, Series E, will be issued under an indenture (the “Subordinated
Debt Indenture,” and, together with the Senior Debt Indenture, the
“Indentures“), dated as of June 1, 2005, among the Company, the
Guarantor, and Deutsche Bank Trust Company Americas, as trustee (together with
The Bank of New York Mellon, the “Trustees“). Unless otherwise
specifically provided for and set forth in a supplement to the Prospectus
referred to below, the Notes will be issued in minimum denominations of
U.S.$1,000 (or the approximate equivalent thereof in the Specified Currency) and
in denominations exceeding such amount by integral multiples of U.S.$1,000 (or
the approximate equivalent thereof in the Specified Currency) and will be issued
only in fully registered form, the Notes will have the interest rates,
maturities, redemption provisions and other terms set forth in the applicable
Pricing Supplement (as defined herein).

The Notes will be issued, and the terms thereof established, in accordance
with the Indentures and the Notes Administrative Procedures attached hereto as
Exhibit A (the “Procedures“) (unless a Terms Agreement (as defined
in Section 2(b)) modifies or otherwise supersedes such Procedures with respect
to the Notes issued pursuant to such Terms Agreement).

The Procedures may only be amended by written agreement of the Company, the
Guarantor and the Lead Agent after notice to, and with the approval of, the
Trustees.

Any reference herein to the Registration Statement, the Base Prospectus, any
Prospectus Supplement or any Pricing Supplement (each, as defined below) shall
be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
of 1934 (the “Exchange Act“) on or before the most recent date and time
that the Registration Statement, any post-effective amendment or amendments
thereto became or become effective (the “Effective Date“) or the issue
date of the Base Prospectus, any Prospectus Supplement or any Pricing
Supplement, as the case may be; and any reference herein to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base
Prospectus, any Prospectus Supplement or any Pricing Supplement shall be deemed
to refer to and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue date of the Base
Prospectus, any Prospectus Supplement or any Pricing Supplement, as the case may
be, deemed to be incorporated therein by reference. For purposes of this
Agreement, the term “you” shall refer to you and any other Agent
collectively and, in acting under this Agreement, each of you is acting
individually and not jointly.

1. Representations and Warranties. The Company and the Guarantor
jointly and severally represent and warrant to, and agree with, each of you as
set forth below:

(a) The Company and the Guarantor meet the requirements for use of Form S-3
under the Securities Act of 1933 (the “Securities Act“) and have prepared
and filed with the Securities and Exchange Commission (the “Commission“)
a shelf registration statement (File No. 333-172554), including a form of base
prospectus and form of prospectus supplement relating to the Notes, for
registration under the Securities Act of the offering and sale of the Notes.
Such shelf registration statement, including exhibits and financial statements
but excluding all Forms T-1, the base prospectus and any prospectus supplement
or pricing supplement relating to the Notes that is filed with the Commission
pursuant to Rule 424(b) and deemed part of such shelf registration statement
pursuant to Rule 430B, as amended on each Effective Date is referred to herein
as the “Registration Statement“. Such Registration Statement, including
any amendments thereto filed prior to the date of this Agreement, have been
declared effective by the Commission. The Company and the Guarantor have filed
with the Commission a final base prospectus (the “Base Prospectus“) and
prospectus supplement relating to the Medium-Term Notes and the plan of
distribution thereof (the “Prospectus Supplement,” together with the Base
Prospectus, the “Prospectus“). As filed, such Prospectus Supplement
contained all information required by the Securities Act and the rules
thereunder, and, was in all substantive respects in the form furnished to you
prior to the date of filing; provided that the terms of a particular offering of
the Notes will be set forth in a supplement to the relevant Prospectus
Supplement (a “Pricing Supplement“) which the Company and the Guarantor
will file with the Commission in accordance with Rule 424(b). The Registration
Statement, as of the date of this Agreement, meets the requirements set forth in
Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was
not earlier than the date three years before the date of this Agreement;

(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
promulgated thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder;

(c) On each Effective Date, the Registration Statement did, and when the
Prospectus Supplement was first filed in accordance with Rule 424(b) and on the
Commencement Date (as defined in Section 2(a) below) and on the date of delivery
of and payment for a particular issue of Notes (the “Settlement Date“),
the Prospectus Supplement did and any supplements thereto will comply in all
material respects with the applicable requirements of the Securities Act, the
Exchange Act and the Trust Indenture Act of 1939 (the “Trust Indenture
Act“) and the respective rules thereunder; on each Effective Date and at the
time sales of a particular offering of the Notes are confirmed (the “Time of
Sale“), the Registration Statement did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; and on the Effective Date, on the Commencement Date and on the
Settlement Date, the Indenture did or will comply in all material respects with
the applicable requirements of the Trust Indenture Act and the rules thereunder;
on the date of any filing pursuant to Rule 424(b), on the Commencement Date and
on the Settlement Date, the Prospectus did not and any supplement thereto will
not include any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Company and the Guarantor make no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus Supplement or
applicable Pricing Supplement in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the Agents
specifically for inclusion in the Registration Statement or Prospectus (and any
supplement thereto);

(d) As of the Time of Sale, the Disclosure Package (as defined below), when
taken together with the final terms of the Notes set forth in the applicable
Pricing Supplement, does not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or omissions
from the Disclosure Package based upon and in conformity with written
information furnished to the Company by the Agents specifically for use therein.
The “Disclosure Package” means (i) the Prospectus, as amended and supplemented
most recently prior to the Time of Sale, (ii) any relevant prospectus
supplement, (iii) the related preliminary Pricing Supplement, if any, used most
recently prior to the Time of Sale and (iv) any applicable issuer free writing
prospectus, as defined in Rule

433 under the Securities Act (each an “Issuer Free Writing
Prospectus“), filed with the Commission under Rule 433 prior to the Time of
Sale;

(e) (i) At the earliest time after the filing of the Registration Statement
that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2)) of the Notes and (ii) as of the
Time of Sale (with such time being used as the determination date for purposes
of this clause (ii)), each of the Company and the Guarantor met the requirements
set forth in Rule 164(e)(2) with respect to ineligible issuer use of free
writing prospectuses that contain only descriptions of the terms of the
securities in the offering or the offering.

(f) Each Issuer Free Writing Prospectus and Final Term Sheet (as defined in
Section 4(g) below) does not include any information that conflicts with the
information contained in the Registration Statement, including any document
incorporated therein and any prospectus supplement or pricing supplement deemed
to be a part thereof that has not been superseded or modified. The foregoing
sentence does not apply to statements in or omissions from the Issuer Free
Writing Prospectus or Final Term Sheet based upon and in conformity with written
information furnished to the Company by any Agent specifically for use therein;

(g) The Notes have been duly authorized and, when executed and authenticated
in accordance with the applicable Indenture and delivered to and duly paid for
by the purchasers thereof, will constitute valid and binding obligations of the
Company, enforceable in accordance with their respective terms and entitled to
the benefits of the applicable Indenture (subject, as to enforcement, to
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting creditors153 rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law); the Indentures have been duly authorized by the Company and
qualified under the Trust Indenture Act; the Indentures conform to the
descriptions thereof in the Prospectus as amended or supplemented to relate to
such issuance of Notes; and this Agreement has been duly authorized, executed
and delivered by the Company and the Guarantor;

(h) The Guarantees have been duly authorized and, when the Notes have been
executed, authenticated and delivered by the Company in accordance with the
applicable Indenture, will constitute valid and binding obligations of the
Guarantor, enforceable in accordance with their terms and entitled to the
benefits of the applicable Indenture;

(i) Since the date of the most recent financial statements included in the
Prospectus or the Disclosure Package, each as amended or supplemented, there has
not been any material adverse change in the consolidated financial condition or
results of operations of the Guarantor and its subsidiaries, taken as a whole,
which is not disclosed in the Prospectus or the Disclosure Package, each as
amended or supplemented;

(j) (A) The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Delaware with the necessary power
and authority to own its properties and conduct its business in all material
respects as currently conducted;

(B) The Guarantor has been duly incorporated and is validly existing and in
good standing under the laws of the State of Delaware, with the necessary power
and authority to own its properties and conduct its business in all material
respects as currently conducted, and except as has not, individually or in the
aggregate, had and would not reasonably be likely to have a Material Adverse
Effect (as defined in this Section), has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification;

(C) Except as has not had and would not reasonably be likely to have,
individually or in the aggregate, a Material Adverse Effect, each subsidiary of
the Guarantor that is a “significant subsidiary” within the meaning of Rule
1-02(w) of Regulation S-X under the Securities Act (each, a “Significant
Subsidiary”) has been duly organized and is validly existing in good standing
under the laws of its jurisdiction of organization;

“Material Adverse Effect” means a material adverse effect on the
condition (financial or otherwise), earnings, business or properties of the
Company, the Guarantor and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Disclosure Package and the Final Prospectus
(exclusive of any supplement thereto).

(k) The issue and sale of the Notes, the compliance by each of the Company
and the Guarantor with all of the provisions of the Notes, the Indentures, the
Guarantees and this Agreement and the consummation of the transactions
contemplated herein and therein will not (A) violate, conflict with, or result
in a breach of any provision of, or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, or
result in the termination of, or accelerate the performance required by, or
result in a right of termination, cancellation or acceleration of, or result in
the loss of a benefit under, or result in the creation of, any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Company or the Guarantor under any of the terms, conditions or provisions of (1)
its organizational documents or (2) any note, bond, mortgage, indenture, deed of
trust, license, lease, permit, agreement or other instrument or obligation to
which the Company or the Guarantor or any subsidiary of the Guarantor is a party
or by which the Company or the Guarantor may be bound, or to which any of the
property or assets of either the Company or the Guarantor, as applicable, is
subject, or (B) violate any statute, rule or regulation or any judgment, ruling,
order, writ, injunction or decree applicable to the Company or the Guarantor or
any of their respective properties or assets except, in the case of clauses
(A)(2) and (B) as applied to the Guarantor, for those occurrences that,
individually or in the aggregate, have not had and would not reasonably be
likely to have a Material Adverse Effect;

(l) Neither the Company nor the Guarantor is in violation of its
organizational documents or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be
bound, except with respect to the Guarantor with respect to the Guarantor, as
would not have and would not reasonably be likely, individually or in the
aggregate, to have a Material Adverse Effect;

(m) Other than as set forth in the Prospectus, as amended or supplemented,
and the documents incorporated by reference therein, there is no litigation or
similar proceeding pending or, to the Company or the Guarantor153s knowledge,
threatened to which the Company or the Guarantor is a party or of which any
property of the Company, the Guarantor is the subject which the Company or the
Guarantor153s management believes, individually or in the aggregate, has had or
would be reasonably likely to have a Material Adverse Effect; and

(n) Each of the Company and the Guarantor is not and, after giving effect to
each offering and sale of the Notes and the application of the proceeds thereof,
will not be an “investment company”, as such term is defined in the Investment
Company Act of 1940, as amended (the “Investment Company Act“).

The Guarantor represents and warrants to, and agrees with, each of you as set
forth below:

(o) Neither the Guarantor nor any of its subsidiaries nor, to the Guarantor153s
knowledge, any affiliate, director, officer, employee, agent or representative
of the Guarantor or of any of its subsidiaries or affiliates, including the
Company, has taken or will take any action in furtherance of an offer, payment,
promise to pay, or authorization or approval of the payment or giving of money,
property, gifts or anything else of value, directly or indirectly, to any
“government official” (including any officer or employee of a government or
government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the
foregoing, or any political party or party official or candidate for political
office) to influence official action or secure an improper advantage; and the
Guarantor and its subsidiaries and affiliates have conducted their businesses in
compliance with applicable anti-corruption laws and have instituted and maintain
and will continue to maintain policies and procedures designed to promote and
achieve compliance with such law;

(p) The operations of the Guarantor and its subsidiaries are and have been
conducted at all times in material compliance with all applicable financial
recordkeeping and reporting requirements, including those of the Bank Secrecy
Act, as amended by Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of
jurisdictions where the Guarantor and its subsidiaries conduct business, the
rules and regulations thereunder and any related or similar rules, regulations
or guidelines issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws“), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Guarantor or any of its subsidiaries with respect
to the Anti-Money Laundering Laws is pending or, to the best knowledge of the
Guarantor, threatened;

(q) (A) The Guarantor represents that neither the Guarantor nor any of its
subsidiaries (collectively, the “Entity“) or, to the knowledge of the
Entity, any director, officer, employee, agent, affiliate or representative of
the Entity, is an individual or entity (“Person“) that is, or is owned or
controlled by a Person that is:

(i) the subject of any sanctions administered or enforced by the U.S.
Department of Treasury153s Office of Foreign Assets Control (“OFAC“) or
other relevant sanctions authority (collectively, “Sanctions“), nor

(ii) located, organized or resident in a country or territory that is the
subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran,
Libya, North Korea, Sudan and Syria).

(B) The Guarantor represents and covenants that, except as detailed in
Schedule II, for the past 5 years, it has not knowingly engaged in, is not now
knowingly engaged in, and will not engage in, any dealings or transactions with
any Person, or in any country or territory, that at the time of the dealing or
transaction is or was the subject of Sanctions.

2. Appointment of Agents. Subject to the terms and conditions stated
herein and subject to the reservation by the Company of the right to sell Notes
to any of you acting as principal at a discount for its own account or for
resale to one or more investors or other dealers and the Company153s right to sell
Notes directly to investors on its own behalf or through other agents, the
Company hereby appoints and authorizes Citigroup Global Markets Inc. and the
other Agents listed in Schedule I hereto to act as its agents to solicit offers
for the purchase of all or part of the Notes from the Company.

(a) Solicitations of Offers to Purchase Notes. At any time following
the Commencement Date (defined below), the Company shall notify each Agent from
time to time as to the commencement of a period during which the Notes may be
offered and sold by the Agents (each period, commencing with such a notification
and ending at such time as the authorization for offers and sales through the
Agents shall have been suspended by the Company or the Agents as provided
hereunder, being herein referred to as an “Offering Period“). The initial
Offering Period began on April 20, 2006 (the “Commencement Date“). On the
basis of the representations and warranties, and subject to the terms and
conditions set forth herein, each of the Agents agrees, as agent of the Company,
to use its reasonable efforts to solicit offers to purchase Notes from the
Company upon the terms and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer or indication of interest
to purchase Notes received by such Agent as agent The Company shall have the
sole right to accept offers to purchase the Notes and may reject any such offer
in whole or in part. Each Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, each Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward or
relationship of agency or trust with any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). Each Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall not,
except as otherwise provided in this Agreement, be obligated to disclose the
identity of any purchaser or have any liability to the Company in the event any
such purchase is not consummated for any reason. Except as provided in Section
2(b), under no circumstances will any Agent be obligated to purchase any Notes
for its own account.

It is understood and agreed, however, that any of you may purchase Notes as
principal or agent pursuant to Section 2(b).

The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of instructions from the
Company, such Agent will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised them that such
solicitation may be resumed.

The Company agrees to pay each Agent a commission, on the Settlement Date
with respect to each sale of Notes by the Company as a result of a solicitation
made by such Agent, in an amount agreed upon by the Agent and the Company. Such
commission shall be payable as specified in the Procedures. Without the prior
approval of the Company, no Agent (acting on an agency basis) may reallow any
portion of the commission payable pursuant hereto to dealers or purchasers in
connection with the offer and sale of any Notes.

Subject to the provisions of this Section 2 and to the Procedures, offers for
the purchase of Notes may be solicited by an Agent as agent for the Company at
such time and in such amounts as such Agent shall deem advisable. The Company
may from time to time offer Notes for sale otherwise than through an Agent;
provided, however, that so long as this Agreement is in effect the Company shall
not solicit or accept offers to purchase Notes through any agent other than an
Agent.

If the Company defaults in its obligations to deliver Notes to a purchaser
whose offer it has accepted, the Company and the Guarantor shall indemnify and
hold each of the Agents harmless against any loss, claim or damage arising from
or as a result of such default by the Company.

(b) Purchases of Notes. Subject to the terms and conditions stated
herein, whenever the Company and any of you determine that the Company shall
sell Notes directly to any of you as principal or agent (in such capacity, the
“Purchaser“), each such sale of Notes shall be made in accordance with
the terms of this Agreement and a supplemental agreement relating to such sale.
Each such supplemental agreement (which may be either an oral or written
agreement) is herein referred to as a “Terms Agreement“. Each Terms
Agreement shall describe the Notes to be purchased by the Purchaser pursuant
thereto and shall specify the terms of the offered Notes. A Terms Agreement may
also specify certain provisions relating to the reoffering of such Notes by the
Purchaser. Any written Terms Agreement may be in the form attached hereto as
Exhibit B. The Purchaser153s commitment to purchase Notes shall be deemed
to have been made on the basis of the representations and warranties of the
Company and the Guarantor herein contained and shall be subject to the terms and
conditions herein set forth.

Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement
shall be made not later than the Settlement Date specified in the Terms
Agreement against payment of funds to the Company in the net amount due to the
Company for such Notes by the method and in the form set forth in the Procedures
unless otherwise agreed to between the Company and the Purchaser.

Unless otherwise agreed to between the Company and the Purchaser in a Terms
Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser
at a price equal to 100% of the principal amount thereof less a percentage equal
to the applicable commission and (ii) may be resold by such Purchaser at varying
prices from time to time or, if set forth in the applicable Terms Agreement and
Pricing Supplement, at a fixed public offering price. In connection with any
resale of Notes purchased, a Purchaser may use a selling or dealer group and may
reallow to any broker or dealer any portion of the discount or commission
payable pursuant hereto.

(c) Additional Agents. Notwithstanding paragraph 2(a) or 2(b) above,
the Company may from time to time appoint one or more additional financial
institutions experienced in the distribution of securities as an Agent under
this Agreement, for the duration of this Agreement (subject to Section 7 hereof)
or on an issue by issue basis, pursuant to a letter (an “Agent Accession
Confirmation“) substantially in the form of Exhibit C or Exhibit
E to this Agreement, as appropriate, provided that any such additional party
shall have first requested appointment as such upon the terms and conditions of
this Agreement in writing to the Company pursuant to a letter (an “Agent
Accession Letter“) substantially in the form of Exhibit D or
Exhibit F to this Agreement, as appropriate, whereupon it shall, subject
to the terms and conditions of this Agreement, the relevant Agent Accession
Letter and the relevant Agent Accession Confirmation, become a party to this
Agreement as an Agent, vested with all the authority, rights and powers and
subject to all the duties and obligations of an Agent as if originally named as
an Agent hereunder. The Company shall promptly notify the Guarantor, the
Trustees and the other Agents of any such appointment, but only in the event
that any such additional Agent is appointed for the duration of this Agreement.

3. Offering and Sale of Notes. Each Agent and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.

4. Agreements. (A) The Company and the Guarantor agree with each of
you that:

(a) At any time during an Offering Period or during the time a prospectus
relating to the Notes is required to be delivered under the Securities Act
(including in circumstances where such requirement may be satisfied pursuant to
Rule 172), prior to amending or supplementing either Registration Statement or
the Prospectus, the Company and the Guarantor will furnish the Agents and Cleary
Gottlieb Steen & Hamilton LLP, counsel to the Agents, with a copy of each
proposed amendment or supplement (other than an amendment or supplement to be
made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement or an amendment or supplement relating
solely to an offering of securities other than the Notes) and will not file any
such proposed amendment or supplement to which they reasonably object. The
Company and the Guarantor will promptly cause each amendment of or supplement to
the Prospectus to be filed with the Commission pursuant to Rule 424(b). If the
Prospectus is amended or supplemented (other than by a Pricing Supplement or an
amendment or supplement relating solely to an offering of securities other than
the Notes), each Agent shall be furnished with such information relating to such
filing as it may reasonably request, and no Agent shall be obligated to solicit
offers to purchase Notes so long as

it is not reasonably satisfied that such amendment or supplement complies in
all material respects with the provisions of the Securities Act and the Exchange
Act. At any time during an Offering Period or during the time a prospectus
relating to the Notes is required to be delivered under the Securities Act, the
Company and the Guarantor will promptly advise each Agent of (i) the filing of
any amendment or supplement to either Prospectus (other than a Pricing
Supplement or an amendment or supplement to be made pursuant to incorporation by
reference of a document filed under the Exchange Act or relating solely to an
offering of securities other than the Notes), (ii) the filing of any amendment
to the Registration Statement, (iii) the receipt by the Company or the Guarantor
of comments from the Commission relating to or requests by the Commission for
any amendment of the Registration Statement or any amendment of or supplement to
either Prospectus or for any additional information, (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any notice objecting to its use or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company or the Guarantor of any notification with respect to the suspension of
the qualification of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company and the Guarantor
will use their reasonable best efforts to prevent the issuance of any such stop
order or the occurrence of any such suspension or objection to the use of the
Registration Statement and, upon such issuance, occurrence or notice of
objection, to obtain as soon as possible the withdrawal of such stop order or
relief from such occurrence or objection, including, if necessary, by filing an
amendment to the Registration Statement or a new registration statement and
using their best efforts to have such amendment or new registration statement
declared effective as soon as practicable.

(b) If, at any time prior to the filing of the related Pricing Supplement
pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein in the light of the
circumstances under which they were made at such time not misleading, the
Company will (1) notify promptly each Agent so that any use of the Disclosure
Package may cease until it is amended or supplemented; (2) amend or supplement
the Disclosure Package to correct such statement or omission; and (3) supply any
amendment or supplement to each Agent in such quantities as such Agent may
reasonably request.

(c) At any time during an Offering Period, the Company and the Guarantor will
comply with all requirements imposed upon them by the Securities Act, as now and
hereafter amended, and by the rules and regulations of the Commission
thereunder, as from time to time in force, so far as necessary to permit the
continuance of sales of or dealings in the Notes as contemplated by the
provisions hereof and the Prospectus. If during such period any event occurs as
a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if, in the opinion of the Company or the Guarantor,
during such period it is necessary to amend or supplement the Registration
Statement or the Prospectus or file a new registration statement to comply with
the Securities Act or the Exchange Act or the respective rules thereunder, the
Company promptly will notify each Agent to suspend the solicitation of offers to
purchase the Notes and to cease sales of any Notes. To the extent required under
the provision in the last

sentence of this subsection (c), the Company and the Guarantor promptly will
amend or supplement the Registration Statement or the relevant Prospectus or
file a new registration statement (at the expense of the Company and the
Guarantor ) so as to correct such statement or omission or effect such
compliance and will use their best efforts to have any amendment to the
Registration Statement or new registration statement declared effective as soon
as practicable in order to avoid any disruption in use of the Prospectus (and
any supplements thereto). If such amendment or supplement, and any documents,
certificates, opinions and letters furnished to the Agents pursuant to
subsections (m), (n) and (o) of this Section 4(A) in connection with the
preparation and filing of such amendment or supplement, are reasonably
satisfactory in all respects to the Lead Agent, in its sole discretion, upon the
filing of such amendment or supplement with the Commission or effectiveness of
an amendment to the Registration Statement, the Agents will resume solicitation
of offers to purchase Notes hereunder. Notwithstanding the foregoing, neither
the Company nor the Guarantor shall be required to comply with the provisions of
subsection (c) of this Section 4(A) during any period from the time any Agent
shall have been notified to suspend the solicitation of offers to purchase the
Notes in its capacity as Agent (whether under this subparagraph (c) or otherwise
under this Agreement) to the time the Company shall determine that solicitation
of offers to purchase the Notes should be resumed; provided that if any Agent
holds any Notes purchased as principal or agent pursuant to a Terms Agreement,
the Company and the Guarantor shall comply with the provisions of subsection (c)
of this Section 4(A) during the period when a prospectus relating to the Notes
is required to be delivered pursuant to the Securities Act (including in
circumstances where such requirement may be satisfied pursuant to Rule 172).

(d) The Guarantor will comply, in a timely manner, with all applicable
requirements under the Exchange Act relating to the filing with the Commission
of the Guarantor153s reports pursuant to Section 13(a), 13(c) or 15(d) of the
Exchange Act and, if then applicable, of the Guarantor153s proxy statements
pursuant to Section 14 of the Exchange Act.

(e) The Company and the Guarantor will use their best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as the Lead Agent
or other Agent participating in the offer and sale of a series of Notes may
reasonably designates in connection with the offer and sale of such series of
Notes, to maintain such qualifications in effect so long as required for the
distribution of the Notes and, if requested by the Lead Agent or other Agent
participating in the offer and sale of such series of Notes, to arrange for the
determination of the legality of the Notes for purchase by institutional
investors, except that neither the Company nor the Guarantor shall be required
in connection therewith to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action which would subject it to general
or unlimited service of process in any jurisdiction where it is not now so
subject.

(f) Upon request, the Company and the Guarantor will furnish to the Agents
and counsel for the Agents, without charge, signed copies of the Registration
Statement (including exhibits thereto) and the Prospectus and, so long as
delivery of a prospectus relating to the Notes by an Agent may be required by
the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172), as many copies of each additional prospectus
supplement, Pricing Supplement and Issuer Free Writing Prospectus and any
supplements thereto as each Agent may reasonably request. The Company will

pay the expenses of printing or other production of all documents relating to
each offering that are required to be prepared, furnished or delivered by it.

(g) Upon request, the Company will prepare a final term sheet, containing
solely a description of final terms of the Securities and the offering thereof
(a “Final Term Sheet“), in a form approved by the relevant Agent and will
file such term sheet pursuant to Rule 433(d) within the time required by such
Rule.

(h) (i) Each of the Company and the Guarantor agrees that, unless it has
obtained or will obtain, as the case may be, the prior written consent of the
Lead Agent, and (ii) each Agent, severally and not jointly, agrees with the
Company and the Guarantor that, unless it has obtained or will obtain, as the
case may be, the prior written consent of the Company and the Guarantor, it has
not made and will not make any offer relating to the Notes that would constitute
an Issuer Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus” (as defined in Rule 405) required to be filed by the Company
or the Guarantor with the Commission or retained by the Company or the Guarantor
under Rule 433; provided that the prior written consent of the parties hereto
shall be deemed to have been given in respect of any Final Term Sheet and any
free writing prospectus prepared by an Agent in connection with a specific
offering of the Notes and approved for use by the Company and the Guarantor. Any
such free writing prospectus consented to by the relevant Agent or the Company
and the Guarantor is hereinafter referred to as a “Permitted Free Writing
Prospectus.” Each of the Company and the Guarantor agrees that (x) it has
treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including in respect of
timely filing with the Commission, legending and record keeping.

(i) So long as any of the Notes are outstanding, the Guarantor agrees to
furnish to each Agent, upon its reasonable request, as soon as available, all
reports and financial statements filed by or on behalf of the Guarantor with the
Commission or any national securities exchange. The Guarantor shall be deemed to
have furnished such information to such Agent if (i) such reports and financial
statements are generally available on, and can be printed and/or downloaded
from, the Securities and Exchange Commission153s internet website,
www.sec.gov (or any other website of which the Guarantor notifies such
Agent), and (ii) such Agent has been notified by the Guarantor that such reports
and financial statements have been filed with the Securities and Exchange
Commission.

(j) The Company and the Guarantor shall, whether or not any sale of Notes is
consummated or this Agreement is terminated, pay all expenses incident to the
performance of their obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel; the cost of printing (or other production) and delivery
of the Registration Statement, the Prospectus, any Pricing Supplements, Final
Term Sheets or Issuer Free Writing Prospectuses, all amendments thereof and
supplements thereto, the Indentures, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes;
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or blue sky laws of

such jurisdictions as the relevant Agent may reasonably designate; the fees
and disbursements of the Trustees; the fees of any agency that rates the Notes;
the fees and expenses in connection with any listing of the Notes on The NASDAQ
Stock Market, NYSE Arca, Luxembourg Stock Exchange or such other securities
exchange agreed to by the Company; the fees and expenses incurred with respect
to any filing with the Financial Regulatory Authority, Inc.; the reasonable fees
and disbursements of Cleary Gottlieb Steen & Hamilton LLP, as counsel for
the Agents, or other counsel reasonably satisfactory to the Lead Agent, the
Company and the Guarantor; and such other expenses, including, without
limitation, advertising expenses as may be agreed upon by the Agents, the
Company and the Guarantor; provided, however, that with respect to any purchase
of Notes by one of you as principal or agent pursuant to a Terms Agreement, the
fees and disbursements of Cleary Gottlieb Steen & Hamilton LLP or other
counsel to you shall not be paid by either the Company or the Guarantor.

(k) During the term of this Agreement, the Company and the Guarantor shall
furnish to each Agent such relevant documents and certificates of officers of
the Company and the Guarantor relating to the business, operations and affairs
of the Company and the Guarantor, the Registration Statement, the Prospectus,
any Pricing Supplement, Final Term Sheet and Issuer Free Writing Prospectus, any
amendments thereof or supplements thereto, the Indentures, the Notes, this
Agreement, the Procedures, any Terms Agreement and the performance by the
Company and the Guarantor of their obligations hereunder or thereunder as the
Agents may from time to time reasonably request. The Company and the Guarantor
shall promptly notify the Agents orally, followed by written notice, of any
downgrading or of the receipt by either of them of any notice of any intended
downgrading in the rating accorded any securities of either the Company or the
Guarantor by Moody153s Investors Service, Inc. or Standard & Poor153s Ratings
Services or, if one of them no longer rates the securities of either the Company
or the Guarantor, another “nationally recognized statistical rating
organization”, as such term is defined for purposes of Rule 436(g)(2).

(l) If any issue of Notes is to be listed on The NASDAQ Stock Market, NYSE
Arca or such other securities exchange agreed to by the Company, as specified in
the applicable Pricing Supplement, the Company and the Guarantor will use their
best efforts to obtain the listing of such issue of Notes on such securities
exchange, to furnish to such securities exchange all documents, information and
undertakings that may be reasonably necessary in order to effect such listing,
and to cause such listing to be continued so long as any of the Notes of such
issue remain outstanding.

(m) Each time the Registration Statement or the Prospectus are amended or
supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the Lead
Agent reasonably deems immaterial), the Company and the Guarantor will deliver
or cause to be delivered forthwith to the Agents a certificate of the Company
and the Guarantor, signed by (A) on behalf of the Company, the Chairman, the
President or any Vice President and by the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Assistant Secretary and, (B) on behalf of
the Guarantor, the Chairman, any Vice Chairman, any Vice President, the
principal financial officer, the General Counsel, the Controller, any Deputy

Controller or the principal accounting officer and by the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary (or another
officer or officers acceptable to the Lead Agent), dated as of the date of the
effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to the Lead Agent, to the effect that the statements contained in the
certificate referred to in Section 5(b) (iii) that was last furnished to the
Agents (either pursuant to Section 5(b) (iii) or pursuant to this Section
4(A)(m)) are true and correct at the time of the effectiveness of such amendment
or the time of filing of such supplement or document, as the case may be, as
though made at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement, as amended as of the time of
effectiveness of such amendment, and to the relevant Prospectus, as amended and
supplemented as of the date of such certificate) or, in lieu of such
certificate, a certificate of the same tenor as the certificate referred to in
Section 5(b) (iii) but modified, if necessary, to relate to the Registration
Statement, as amended as of the time of the effectiveness of such amendment, and
to the relevant Prospectus, as amended and supplemented as of the date of such
certificate.

(n) Each time the Registration Statement or the Prospectus are amended or
supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the Lead
Agent reasonably deems immaterial), the Company and the Guarantor shall furnish
to or cause to be furnished forthwith to the Agents the written opinion of the
Associate General Counsel-Capital Markets & Corporate Reporting of the
Guarantor, or, in connection with the filing of the Guarantor153s Annual Report on
Form 10-K, Cleary Gottlieb Steen & Hamilton LLP, or in either case, other
counsel for the Company and/or the Guarantor or other external counsel
reasonably satisfactory to the Lead Agent, dated as of the date of the
effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to the Lead Agent. In lieu of such opinion, counsel last furnishing such an
opinion to the Agents may furnish to the Agents a letter to the effect that the
Agents may rely on such last opinion to the same extent as though it were dated
as of the date of such letter and authorizing reliance on such last opinion
(except that statements in such last opinion will be deemed to relate to the
Registration Statement, as amended at the time of the effectiveness of such
amendment, and to the Prospectus, as amended and supplemented as of the date of
such letter).

(o) Each time that the Registration Statement or the Prospectus are amended
or supplemented to set forth amended or supplemental financial information
supplemented (other than by filing with the Commission: (i) a Pricing
Supplement, (ii) an amendment or supplement relating solely to an offering of
securities other than the Notes, (iii) a Current Report on Form 8-K (or any
successor item thereto), or (iv) any other amendment or supplement that the
Agents reasonably deems immaterial), the Guarantor shall cause KPMG LLP,
Independent Registered Public Accounting Firm, forthwith to furnish the Agents a
letter, dated as of the date of the effectiveness of such amendment or the date
of filing of such supplement or document, as the case may be, in form
satisfactory to the Lead Agent, of the same tenor as the letter of such
independent public accountants referred to in Section 5(b)(iv) hereof but
modified to relate to the Registration Statement and Prospectus, as amended and
supplemented to the date of such letter,

with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Guarantor; provided, however, that if the Registration Statement or the
Prospectus are amended or supplemented solely to include or incorporate by
reference financial information with respect to a fiscal quarter, KPMG LLP may
limit the scope of such letter to the unaudited financial statements included in
such amendment or supplement.

(p) Each solicitation of an offer to purchase Notes by you, each acceptance
by the Company of an offer for the purchase of Notes, each sale of Notes to any
Purchaser and each Settlement Date shall be deemed to be an affirmation that the
representations and warranties of the Company and the Guarantor contained in or
made pursuant to this Agreement are true and correct in all material respects at
the time of such solicitation, acceptance, sale or issuance and delivery, as the
case may be, as though made at and as of such time (and it is understood that
such representations and warranties shall relate to the Registration Statement
and the Prospectuses as amended and supplemented to each such time).

(q) Anything to the contrary in this Section 4 notwithstanding, if, at the
time of any required notice, amendment or supplement to the Registration
Statement or the Prospectuses, the Company shall have instructed the Agents to
suspend solicitation of offers to purchase the Notes in each Agent153s capacity as
agent of the Company and either Agent does not then hold any Notes acquired by
it as principal pursuant to a Terms Agreement, neither the Company nor the
Guarantor shall be obligated to furnish or cause to be furnished any notice,
certificate, opinion or letter otherwise required until such time as it shall
determine that solicitation of offers to purchase the Notes should be resumed;
and provided, further, that, prior to resuming such solicitation the Agents
shall be entitled to receive any such notices, certificates, opinions or letters
not previously furnished, accurate as of the date of such notice, certificate,
opinion or letter.

(B) Each Agent represents to and agrees with the Company and the Guarantor
that it will comply with all relevant selling restrictions included in the
Prospectus or Pricing Supplement for each series of Notes such Agent offers or
sells.

(C) Each Agent acknowledges and agrees with the Company and the Guarantor
that it has the sole responsibility to ensure, to the extent that such Agent
makes offers or sales of the Notes directly to investors, prior to any offer or
sale of the Notes, that it has a reasonable basis to believe that the Notes are
suitable for the investors to whom the Notes are being sold, that it is lawful
for such investors to purchase the Notes and that the investors are capable of
evaluating the risks and merits of any investment in the Notes. Further, each
Agent undertakes that it will only make offers and sales of the Notes through
broker-dealers that acknowledge to and agree with such Agent to comply with all
applicable United States federal and state securities laws, the applicable rules
and regulations of any regulatory body promulgated thereunder and the applicable
rules and regulations of FINRA.

5. Conditions to the Obligations of the Agents. Each Agent153s
obligations to solicit offers to purchase Notes as agent of the Company, any
Agent153s obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, and the obligation of any other Agent to purchase Notes
from the Company will be subject to the accuracy in all material

respects of the representations and warranties on the part of the Company and
the Guarantor herein contained, to the accuracy of the statements of the
officers of the Company and the Guarantor made in each certificate furnished
pursuant to the provisions hereof and to the performance and observance by the
Company and the Guarantor of all covenants and agreements herein contained on
their part to be performed and observed (in the case of the Agents153 obligations
to solicit offers to purchase Notes, at the time of such solicitation, and, in
the case of any Purchaser153s obligation to purchase Notes, at the time the
Company accepts the offer to purchase such Notes and at the time of purchase)
and (in each case) to the following additional conditions precedent when and as
specified:

(a) On the corresponding Settlement Date:

(i) The Prospectus, and any supplements thereto, have been filed in the
manner and within the time period required by Rule 424(b) and any other material
required to be filed by the Company pursuant to Rule 433(d), shall have been
filed with the Commission within the applicable time periods prescribed for such
filings by Rule 433; and no stop order suspending the effectiveness of the
Registration Statement or any notice objecting to its use shall have been issued
and no proceedings for that purpose shall have been instituted or threatened.

(ii) There shall not have occurred any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company, the Guarantor and their
respective subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or
contemplated in the Disclosure Package and the Prospectus and any Pricing
Supplements (exclusive of any supplement thereto) the effect of which, in any
case referred to above, is, in the sole judgment of the Lead Agent after
consultation with the Company, so material and adverse as to make it impractical
or inadvisable to proceed with the offering or delivery of the Notes as
contemplated by the Prospectus, as amended or supplemented, except, in the case
of any purchase of Notes by any Agent as principal, as disclosed to such Agent
in writing by the Company and the Guarantor before the Company accepted the
offer to purchase such Notes.

(iii) There shall not have occurred any (x) suspension or material limitation
of trading in securities generally on the New York Stock Exchange, or any
setting of minimum prices for trading on such exchange, or any suspension of
trading of the Guarantor153s common stock by the Commission or the New York Stock
Exchange, (y) declaration of a general moratorium on commercial banking
activities by either federal or New York state authorities or exchange controls
shall have been imposed by the United States or (z) any outbreak or escalation
of hostilities, any declaration by the United States of war or national
emergency or other calamity or crisis the effect of which on financial markets
is such to as to make it, in the Lead Agent153s sole judgment, after consultation
with the Company, impracticable or inadvisable to proceed with the offering of
the Notes as contemplated by the relevant Prospectus, as amended or
supplemented, except, in the case of any purchase of Notes by any Agent as
principal, for any such event occurring before the Company accepted the offer to
purchase such Notes.

(iv) There shall not have been any decrease in the rating of any of the
Company153s or the Guarantor153s senior or subordinated debt securities by any
“nationally recognized statistical rating organization” (as defined for purposes
of Rule 436(g)) or any notice given of any intended or potential decrease in any
such rating or of a possible change in any such rating that does not indicate
the direction of the possible change, except as disclosed to the Agents in
writing by the Company and the Guarantor before the Company accepted the offer
to purchase such Notes.

(b) On the Commencement Date and, if called for by any Terms Agreement on the
corresponding Settlement Date:

(i) The Company and the Guarantor shall have furnished to the Agents such
customary opinion or opinions of the Associate General Counsel : Capital Markets
& Corporate Reporting of the Guarantor (or other counsel for the Company
and/or the Guarantor reasonably acceptable to the Lead Agent) on the
Commencement Date as the Agents may reasonably require, and, on the Settlement
Date will furnish such customary opinion or opinions of the Associate General
Counsel : Capital Markets & Corporate Reporting of the Guarantor (or other
counsel for the Company and/or the Guarantor reasonably acceptable to the
Agents) as the Agents may reasonably require and, if called for by a Terms
Agreement, such customary opinion or opinions of other counsel, dated the
Commencement Date or the Settlement Date, as the case may be, as the Agents may
reasonably require.

(ii) Each Agent shall have received from Cleary Gottlieb Steen & Hamilton
LLP, counsel for the Agents (or other counsel reasonably acceptable to such
Agent, the Company and the Guarantor), such customary opinion or opinions dated
the Commencement Date or the Settlement Date, as the case may be, as the Agents
may reasonably require.

(iii) The Company and the Guarantor shall have furnished to the Agents a
certificate of the Company and the Guarantor, signed by (A) on behalf of the
Company:the Chairman, the President or any Vice President and by the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary and (B) on behalf of the Guarantor:the Chairman, any Vice Chairman,
the President, any Vice President, Chief Financial Officer, the Chief Accounting
Officer, the General Counsel, the Controller or any Deputy Controller and by the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or
another officer or officers acceptable to the Lead Agent), dated the
Commencement Date or the Settlement Date, as the case may be, to the effect that
each signatory of such certificate has carefully examined the Registration
Statement, as amended as of the date of such certificate, the Prospectuses, as
amended and supplemented as of the date of such certificate, the Disclosure
Package and this Agreement and that: the respective representations and
warranties of the Company and the Guarantor in this Agreement are true and
correct on and as of the date of such certificate with the same effect as if
made on the date of such certificate and the Company and the Guarantor have
complied in all material respects with all the respective agreements and
satisfied all the conditions on their part to be performed or satisfied as a
condition to the obligations of the Agents under this Agreement; no stop order

suspending the effectiveness of the Registration Statement or any notice
objecting to its use has been issued and no proceedings for that purpose have
been instituted or, to their knowledge, have been threatened or communicated by
the Commission to the Company or the Guarantor as being contemplated by it under
the Securities Act; and since the date of the most recent financial statements
included in the relevant Prospectus or the Disclosure Package, each as amended
and supplemented, there has been no material adverse change in the consolidated
financial condition or results of operations of the Guarantor and its
subsidiaries, taken as a whole, which is not disclosed in the relevant
Prospectus or the Disclosure Package, as amended or supplemented.

(iv) KPMG LLP or another nationally recognized independent registered public
accounting firm shall have furnished to the Agents a letter or letters, dated
the Commencement Date or the Settlement Date, as the case may be, in form and
substance reasonably satisfactory to the Agents.

(v) The Company and the Guarantor shall have furnished to each Agent such
appropriate further information, certificates and documents as such Agent may
reasonably request.

The documents required to be delivered by this Section 5 shall be delivered
at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the
Agents, at One Liberty Plaza, New York, New York 10006, on the Commencement Date
or the Settlement Date, as the case may be.

6. Indemnification and Contribution. (a) The Company and the Guarantor
agree to indemnify and hold harmless each Agent, the directors, officers,
employees and agents of each Agent and each person who controls any Agent within
the meaning of either the Securities Act or the Exchange Act and each of your
affiliates within the meaning of Rule 405 under the Securities Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Securities Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Notes as originally filed or in any amendment thereof, or in
the Base Prospectus, any prospectus supplement, any preliminary or final Pricing
Supplement or any Issuer Free Writing Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Guarantor will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Agent specifically
for inclusion therein. This indemnity agreement will be in addition to any
liability which the Company and the Guarantor may otherwise have.

(b) Each Agent severally and not jointly agrees to indemnify and hold
harmless the Company and the Guarantor, each of their respective directors, each
of their respective officers who signs the Registration Statement, and each
person who controls the Company or the Guarantor within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company and the Guarantor to each Agent, but only with
reference to written information relating to such Agent furnished to the Company
or the Guarantor by such Agent specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability that any Agent may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party153s choice at the indemnifying party153s expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party153s
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of
this Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company, the Guarantor and the Agents severally agree
to contribute to the aggregate losses,

claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
“Losses“) to which the Company, the Guarantor and one or more of the
Agents may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantor on the one hand and
by the Agents on the other from the offering of the Notes; provided, however,
that in no case shall (i) any Agent (except as may be provided in any agreement
among Agents relating to the offering of the Notes) be responsible for any
amount in excess of the discount or commission applicable to the Notes purchased
by such Agent hereunder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company, the Guarantor and the
Agents severally shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and the Guarantor on the one hand and of the Agents on the other in
connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the
Company and the Guarantor shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by the Company, and
benefits received by the Agents shall be deemed to be equal to the total
discounts and commissions, in each case as set forth in the Pricing Supplement.
Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Company and the Guarantor on the one hand or the Agents on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company, the Guarantor and the Agents agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 6, each person who controls an Agent within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of an Agent shall have the same rights to contribution as such Agent, and
each person who controls the Company or the Guarantor, as applicable, within the
meaning of either the Securities Act or the Exchange Act, each officer of the
Company or the Guarantor, as applicable, who shall have signed the Registration
Statement and each director of the Company or the Guarantor, as applicable,
shall have the same rights to contribution as the Company or the Guarantor, as
applicable, subject in each case to the applicable terms and conditions of this
paragraph (d).

7. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 7. This Agreement may be terminated by
either the Company or the Guarantor as to any Agent, or by any Agent, insofar as
this Agreement relates to such Agent, by giving written notice of such
termination to such Agent or the Company and the Guarantor, as the case may be.
The termination of this Agreement shall not require termination of any agreement
by any of you to purchase Notes as principal, and the termination of any such
Agreement shall not require termination of this Agreement. If this Agreement is
terminated, neither the Company and the Guarantor, on the one hand, nor any
Agent, on the other hand, shall have any liability to each other, except as
provided in the first sentence of the third paragraph of Section 2(a) and
Sections 4(A)(b), 4(A)(g), 4(A)(h), 6, 8 and 11, and except that, if at the time
of

termination an offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser or its agent of the Note or
Notes relating thereto has not occurred, the representations and warranties of
the Company and the Guarantor stated in Section 2 and the Company153s obligations
under the Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b), 4(A)(c), 4(A)(d),
4(A)(e), 4(A)(f), 4(A)(g), 4(A)(i), 4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o),
4(A)(q) and 5 shall also remain in full force and effect and not be terminated
until the delivery of such Notes.

8. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company and the Guarantor or their officers and of any of you set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of you, the Company, the Guarantor or
any of the officers, directors or controlling persons referred to in Section 6
hereof, and will survive delivery of and payment for the Notes. The provisions
of Section 4(j) and Section 6 hereof shall survive the termination or
cancellation of this Agreement.

9. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to an Agent, will be delivered or sent
by mail or transmitted by any standard form of telecommunication and confirmed
to such Agent, at the address specified on Schedule I hereto; or, if sent to the
Company or the Guarantor, will be delivered or sent by mail or transmitted by
any standard form of telecommunication and confirmed to it at 153 E. 53rd
Street, 6th Floor, New York, New York 10043, Attention: Assistant Treasurer (fax
no.: (212) 793-5629), with a copy to Citigroup Inc., One Court Square, 45th
Floor, Long Island City, New York 11120, Attn: Associate General Counsel :
Capital Markets and Corporate Reporting (fax no.: (718) 248-2705.

10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 6 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 6 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof except to the extent provided for in Section 5
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No Purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of any of you hereunder may not be assigned without the prior
written consent of the Company and the Guarantor.

11. Waivers. Neither any failure nor delay on the part of any party to
exercise any right, remedy, power or privilege under this Agreement (singly and
collectively referred to as a “Right“) shall operate as a waiver of such
Right, nor shall any single or partial exercise of any Right preclude any other
or further exercise of any Right, nor shall any waiver of any Right

with respect to any occurrence be construed as a waiver of any Right with
respect to any other occurrence.

12. No Fiduciary Duty. The Company and the Guarantor hereby
acknowledge that (i) the purchase and sale of the Notes pursuant to this
Agreement is an arm153s-length commercial transaction between the Company and the
Guarantor, on the one hand, and the Agents and any affiliate through which it
may be acting, on the other, (ii) the Agents are acting as principal and not as
an agent or fiduciary of the Company or the Guarantor and (iii) the Company153s
engagement of the Agents in connection with the offering and the process leading
up to the offering is as independent contractors and not in any other capacity.
Furthermore, each of the Company and the Guarantor agrees that it is solely
responsible for making its own judgments in connection with the offering
(irrespective of whether any of the Agents has advised or is currently advising
the Company or the Guarantor on related or other matters). The Company and the
Guarantor agree that they will not claim that the Agents have rendered advisory
services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company or the Guarantor, in connection with such transaction or the
process leading thereto.

13. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company, the Guarantor and
the Agents, or any of them, with respect to the subject matter hereof.

14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

17. Notice of New Registration Statement. (a) Upon
delivery by the Company and the Guarantor to the Agents of a properly executed
notice in the form attached as Exhibit G hereto (a “Notice of New Registration
Statement”), (i) the file number contained in the first sentence of Section 1(a)
of this Agreement shall thereafter be deemed to refer to the file number of the
registration statement specified in such Notice of New Registration Statement
(the “New Registration Statement”), (ii) all references in this Agreement to the
“Registration Statement” shall thereafter be deemed to refer to the New
Registration Statement.

(b) Together with the notice required by Section 17(a), the Company and the
Guarantor shall deliver or cause to be delivered to the Agents the documents
required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided
that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall
apply to the New Registration Statement.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company, the Guarantor and you.

Very truly yours,


CITIGROUP FUNDING INC.


By:	/s/Charles E. Wainhouse
	Name:	Charles E. Wainhouse
	Title:	Executive Vice President & Treasurer


CITIGROUP INC.


By:	/s/ John C. Gerspach
	Name:	John C. Gerspach
	Title:	Chief Financial Officer

The foregoing Amended and Restated
Global Selling Agency Agreement is
hereby confirmed and accepted
as of the date hereof:

CITIGROUP GLOBAL MARKETS INC., as Lead Agent


By:	/s/ Jack D. McSpadden, Jr.
	Name:	Jack D. McSpadden, Jr.
	Title:	Managing Director


UBS FINANCIAL SERVICES INC.

By:	/s/ Eric Glicksman
	Name:	Eric Glicksman
	Title:	Managing Director


By:	/s/ Jorge A. Ramirez
	Name:	Jorge A. Ramirez
	Title:	Managing Director

WELLS FARGO SECURITIES, LLC

By:	/s/ Donald T. Brudie, Jr.
	Name:	Donald T. Brudie, Jr.
	Title:	Managing Director

CFI Amended and Restated GSAA

August 26, 2011

SCHEDULE I

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

UBS Financial Services Inc.
800 Harbor Boulevard, Third Floor

Weehawken, NJ 07086

Attention: Structured Products Group

Wells Fargo Securities, LLC
Attention: Don Brudie

375 Park Avenue

New York, New York 10152

SCHEDULE II

Transactions Subject to Sanctions

None.

EXHIBIT A

CITIGROUP FUNDING INC.

Medium-Term Notes, Series D and Series E, Administrative
Procedures

August 26, 2011

The Medium-Term Notes, Series D (the “Series D Notes“) and Medium-Term
Notes, Series E (the “Series E Notes,” and, together with the Series D
Notes, the “Notes“) of Citigroup Funding Inc. (the “Company“), any
payments due on which are fully and unconditionally guaranteed by (the
“Guarantee“) Citigroup Inc. (the “Guarantor“), are to be offered
on a continuing basis. Citigroup Global Markets Inc. has agreed, as agent, to
solicit purchases of Notes issued in fully registered form. (The term
“Agent” when used in these Administrative Procedures, means Citigroup
Global Markets Inc.) The Agent will not be obligated to purchase Notes for its
own account. The Notes are being sold pursuant to a Global Selling Agency
Agreement among the Company, the Guarantor, and the agents named therein
(including the Agent) dated the date hereof (the “Agency Agreement“). The
Notes have been registered with the Securities and Exchange Commission (the
“Commission“). The Bank of New York Mellon is the successor trustee under
the Indenture, dated as of June 1, 2005, under which the Series D Notes will be
issued (the “Senior Debt Indenture“). Deutsche Bank Trust Company
Americas is the trustee (together with The Bank of New York Mellon, the
“Trustees“) under the Indenture, dated as of June 1, 2005, under which
the Series E Notes will be issued (the “Subordinated Debt Indenture,”
and, together with the Senior Debt Indenture, the “Indentures“). The
Series D Notes will constitute part of the senior debt of the Company and will
rank equally with all other unsecured and unsubordinated debt of the Company.
The Guarantee of the Series D Notes will constitute part of the senior debt of
the Guarantor and will rank equally with all other unsecured and unsubordinated
debt of the Guarantor. The Series E Notes will be subordinate and junior in the
right of payment to all Citigroup Funding Senior Indebtedness, to the extent and
in the manner set forth in the Subordinated Debt Indenture. The Guarantee of the
Series E Notes will be subordinate and junior in the right of payment to all
Citigroup Senior Indebtedness, to the extent and in the manner set forth in the
Subordinated Debt Indenture.

The Agency Agreement provides that Notes may also be purchased by the Agent
acting solely as principal and not as agent. In the event of any such purchase,
the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by the Agent acting
solely as principal, unless otherwise agreed to between the Company, the
Guarantor and the Agent acting as principal.

Each Note will be represented by either a Global Security (as defined
hereinafter) or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a “Certificated Note“). Each Global Security
representing Series D Notes will be delivered to Citibank, N.A., and each Global
Security representing Series E Notes will be delivered to Deutsche Bank Trust
Company Americas, each acting as agent for The Depository Trust Company or any
successor depositary selected by the Company (“DTC“, which term, as used
herein, includes any successor depositary selected by the Company), and will be
recorded in the

A-1

book-entry system maintained by DTC (a “Book-Entry Note“). An owner of
a Book-Entry Note will not be entitled to receive a certificate representing
such Note.

The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Notes and the details of their
delivery. The term “Trustees” as used in these procedures means the
Trustees and any other agents appointed by the Trustees or the Company.

Administrative procedures and specific terms of the offering are explained
below. Book-Entry Notes will be issued in accordance with the administrative
procedures set forth in Part I hereof, as adjusted in accordance with changes in
DTC153s operating requirements, and Certificated Notes will be issued in
accordance with the administrative procedures set forth in Part II hereof.
Unless otherwise defined herein, terms defined in the Indentures, the Agency
Agreement, the Notes or the Prospectus Supplement relating to the Notes shall be
used herein as therein defined. Notes for which interest is calculated on the
basis of a fixed interest rate, which may be zero, are referred to herein as
“Fixed Rate Notes“. Notes for which interest is calculated on the basis
of a floating interest rate are referred to herein as “Floating Rate
Notes“. To the extent the procedures set forth below conflict with the
provisions of the Notes, the Indentures, DTC153s operating requirements or the
Agency Agreement, the relevant provisions of the Notes, the Indentures, DTC153s
operating requirements and the Agency Agreement shall control.

PART I

Administrative Procedures for
Book-Entry Notes

In connection with the qualification of the Book-Entry Notes for eligibility
in the book-entry system maintained by DTC, Citibank, N.A. and Deutsche Bank
Trust Company Americas (together, the “DTC Agents“) will perform the
custodial, document control and administrative functions described below for the
Series D Notes and the Series E Notes, respectively. Citibank, N.A. will perform
such functions in accordance with its respective obligations under a Letter of
Representations from the Company and Citibank, N.A. to DTC dated as of the date
hereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and
DTC, dated as of October 31, 1988 and as amended to date, and its obligations as
a participant in DTC, including DTC153s Same-Day Funds Settlement system
(“SDFS“). Deutsche Bank Trust Company Americas will perform such
functions in accordance with its respective obligations under a Letter of
Representations from the Company and Deutsche Bank Trust Company Americas to DTC
to be executed on a future date and a Certificate Agreement between DTC and
Deutsche Bank Trust Company Americas, dated as of December 5, 1997 and as
amended to date, and its obligations as a participant in DTC, including DTC153s
SDFS.

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Issuance:		On any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes, the Company will issue a single global security in fully registered form without coupons (a “Global Security“) representing up to U.S $500,000,000 principal amount of all such Book-Entry Notes of the same Series that have the same Original Issue Date, Original Issue Discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, redemption repayment and extension provisions, if any, Stated Maturity, and, in the case of Fixed Rate Notes, interest rate, and amortization schedule, if any, or, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread and/or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any and, in each case, any other relevant terms (collectively, the “Terms“). Each Global Security will be dated and issued as of the date of its settlement. Each Global Security will bear an Original Issue Date, which will be (i) with respect to an original Global Security (or any portion thereof), the Original Issue Date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from such consolidation, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Securities, regardless of the date of authentication of such resulting Global Security. No Global Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes, (ii) any Certificated Note, or (iii) both Series D Notes and Series E Notes.

Identification Numbers:		The Company has arranged with the CUSIP Service Bureau of Standard & Poor153s Ratings Services (the “CUSIP Service Bureau“) for the reservation of two Series of CUSIP numbers, one for Series D Notes and one for Series E Notes, each of which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing Book-Entry Notes and book-entry medium-term notes issued by the Company with other Series designations. The DTC Agents, the Company and DTC have obtained from the CUSIP Service Bureau a written list of such reserved CUSIP numbers. The DTC Agents will assign CUSIP numbers to Global Securities as described below under Settlement Procedure “B”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the DTC Agents have assigned to Global Securities. Each DTC Agent will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Securities, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to either or both DTC Agents, as

A-3

		needed, and to DTC.

Registration:		Global Securities will be issued only in fully registered form without coupons. Each Global Security will be registered in the name of CEDE & CO., as nominee for DTC, on the securities register for the Notes (the “Securities Register“) maintained under the Indentures. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Book-Entry Note, the “Participants“) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner (or such participant) in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Transfers:		Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note.

Exchanges:		Each DTC Agent may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation (a copy of which shall be attached to the resulting Global Security described below) specifying (i) the CUSIP numbers of two or more outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes of the same Series Dnd having the same Terms and for which interest has been paid to the same date or (B) Floating Rate Book-Entry Notes of the same Series Dnd having the same Terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its participants (including the DTC Agent for such replacement Global Security) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, such DTC Agent will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, such DTC Agent will exchange such Global Securities for a single Global Security bearing the new CUSIP number and a new Original Issue Date, which

A-4

		shall be the last date to which interest has been paid on the underlying Book-Entry Notes, and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Upon such exchange, the DTC Agent will mark the predecessor Global Security “canceled”, make appropriate entries in the DTC Agent153s records and destroy such canceled Global Security in accordance with the terms of the Indenture and deliver a certificate of destruction to the Company. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed U.S $500,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each U.S. $500,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see “Denominations” below).

Maturities:		Each Book-Entry Note will mature on a date nine months or more after the issue date for such Note, except in the case of indexed Notes, for which the maturity may be shorter. A Floating Rate Book-Entry Note will mature only on an Interest Payment Date for such Note. Any Note denominated in Japanese yen will mature on a date not less than one year from the Original Issue Date (as defined below) for such Note. Any Note denominated in Pounds Sterling will mature on a date not less than one year, nor more than five years, after its Original Issue Date.

Denominations:		Unless otherwise agreed to by the Company, Book-Entry Notes will be issued in principal amounts of U.S.$1,000 or any amount in excess thereof that is an integral multiple of U.S.$1,000. If Book-Entry Notes are denominated in a Specified Currency other than U.S. dollars, the denominations of such Notes will be determined pursuant to the provisions of the applicable Pricing Supplement. Global Securities will be denominated in principal amounts not in excess of U.S.$500,000,000 (or the equivalent thereof). If one or more Book-Entry Notes having an aggregate principal amount in excess of U.S.$500,000,000 (or the equivalent thereof) would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be authenticated and issued to represent each U.S.$500,000,000 principal amount (or the equivalent thereof) of such Book-Entry Note or Notes and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Securities representing such Book-Entry Note or Notes shall be assigned the same CUSIP number.

A-5

Notice of Redemption Dates:		Each DTC Agent will, with respect to the Notes for which it is Trustee, give notice to DTC prior to each Redemption Date (as specified in the Note) if any at the time and in the manner set forth in the Letter.

Interest:		General. Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each Book-Entry Note will accrue from the Original Issue Date (or such other date on which interest otherwise begins to accrue, if different than the Original Issue Date) of the Global Security representing such Book-Entry Note for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on the Global Security representing such Book-Entry Note, and will be calculated and paid in the manner and on the Interest Payment Dates described in such Book-Entry Note and in the Prospectus (as defined in the Agency Agreement), as supplemented by the applicable Pricing Supplement. Each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date; provided that in the case of Floating Rate Notes that reset daily or weekly, interest payments will include interest accrued to but excluding the next preceding Regular Record Date, except that at stated Maturity, the interest payable will include interest accrued to, but excluding, the Maturity. Interest payable at the Maturity of a Book-Entry Note will be payable to the Person to whom the principal of such Note is payable.

		Standard & Poor153s Ratings Services will use the information received in the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate (daily or weekly) bond report published by Standard & Poor153s Ratings Services.

		Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date for a Floating-Rate Note, Fixed Rate Note or Indexed Rate Note shall be the date (whether or not a Business Day) fifteen calendar days immediately preceding such Interest Payment Date.

Payments of Principal and Interest:		Payment of Interest Only. Promptly after each Regular Record Date, the DTC Agent for each Global Security will deliver to the Company and DTC a written notice setting forth, by CUSIP number, the amount of interest to be paid on each Global Security on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. DTC will confirm the amount payable on each Global Security on such Interest

A-6

		Payment Date by reference to the appropriate (daily or weekly) bond reports published by Standard & Poor153s Ratings Services. The Company will pay to the Trustee for the Notes represented by such Global Security the total amount of interest due on such Interest Payment Date (other than at Maturity), and such Trustee will pay such amount to DTC at the times and in the manner set forth below under “Manner of Payment”. If any Interest Payment Date for a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue as a result of such delayed payment.

		Payments at Maturity or Upon Redemption. On or about the first Business Day of each month, each DTC Agent will, with respect to the Global Securities for which it acts as DTC Agent, deliver to the Company, DTC and the applicable Trustee a written list of principal and interest to be paid on each Global Security maturing either at Maturity or on a Redemption Date in the following month. The DTC Agent for each Global Security, the Company and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity Date or Redemption Date of such Global Security. On or before such Maturity or Redemption, the Company will pay to the Trustee for the Notes represented by such Global Security the principal amount of such Global Security, together with interest due at such Maturity. Such Trustee will pay such amount to DTC at the times and in the manner set forth below under “Manner of Payment”. If any Maturity of a Global Security representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity Date or Redemption Date. Promptly after payment to DTC of the principal and interest due on the Maturity Date or on the Redemption Date of such Global Security, the Trustee for such Global Security will cancel and destroy such Global Security in accordance with the applicable Indenture and deliver a certificate of destruction to the Company.

		Manner of Payment. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at Maturity or upon redemption shall be paid by the Company to the Trustee for the Notes represented by such Global Security in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing such Trustee to withdraw funds from an account maintained by the Company with the DTC Agent for the Notes represented by such Global Securities. The Company will confirm any such instructions in writing to such Trustee. Prior to

A-7

		10:00 A.M. (New York City time) on the Maturity Date or as soon as possible thereafter, such Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on a Global Security on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in same day funds, in accordance with existing arrangements between the relevant DTC Agent and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. None of the Company (as issuer or as paying agent), the Guarantor, the Trustee or such DTC Agent shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. If an issue of Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Notes are denominated (the “foreign currency“) or in U.S. dollars. DTC has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Notes is held that it elects, in accordance with and to the extent permitted by the applicable Pricing Supplement and the Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify DTC of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account.

		DTC will notify the applicable Trustee on or prior to the fifth

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		business day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the applicable Trustee shall use such instructions to pay the Participants directly. If DTC does not so notify the applicable Trustee, it is understood that only U.S. dollar payments are to be made. The applicable Trustee shall notify DTC on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per U.S.$1,000 face amount. In the event that the applicable Trustee153s quotation to convert the foreign currency into U.S. dollars is not available, the applicable Trustee shall notify DTC153s Dividend Department that the entire payment is to be made in the foreign currency. In such event, DTC will ask its Participants for payment instructions and forward such instructions to the applicable Trustee and the applicable Trustee shall use such instructions to pay the Participants directly.

		Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note.

Procedures upon Company153s Exercise of Optional Reset or Optional Extension of Maturity:		Company Notice to Trustee regarding Exercise of Optional Reset. Not less than 45 or more than 60 days before an Optional Reset Date as set forth in a Book-Entry Note, the Company will notify the Trustee for such Book-Entry Note whether it is exercising its option to reset the interest rate or Spread or Spread Multiplier, as the case may be, for such Book-Entry Note, and if so, (i) the new interest rate or Spread or Spread Multiplier, as the case may be, for such Book-Entry Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Book-Entry Note or, if there is no such next Optional Reset Date, to the Stated Maturity of such Book-Entry Note (the “Subsequent Interest Period“); and (ii) the provisions, if any, for redemption of such Book-Entry Note during such Subsequent Interest Period, including the date or dates on which or the period or periods during which such redemption may occur during such Subsequent Interest Period.

		Company Notice to Trustee regarding Exercise of Optional Extension of Maturity. If the Company elects to exercise an option, as set forth in a Book-Entry Note, to extend the Stated Maturity of such Note, it will so notify the Trustee for such Book-Entry Note no less than 45 or more than 60 days before the Stated Maturity of such Book-Entry

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		Note, and will further indicate (i) the new Stated Maturity; (ii) the interest rate or Spread or Spread Multiplier, as the case may be, applicable to the extension period; and (iii) the provisions, if any, for redemption of such Book-Entry Note during such extension period, including the date or dates on which or the period or periods during which such redemption may occur during such extension period.

		Trustee Notice to DTC regarding Company153s Exercise of Optional Extension or Reset. Upon receipt of notice from the Company regarding the Company153s exercise of either an optional extension of maturity or an optional reset, the Trustee for the Book-Entry Note will hand-deliver a notice to DTC not less than 40 days before the Optional Reset Date (in which case a “Reset Notice“) or the Stated Maturity (in which case an “Extension Notice“), as the case may be, which Reset Notice or Extension Notice shall identify such Book-Entry Note by CUSIP number and shall contain the information required by the terms of the Book-Entry Note.

		Trustee Notice to Company regarding Option to be Repaid. If, after receipt of either a Reset Notice or an Extension Notice, DTC exercises the option for repayment by tendering the Global Security representing the Book-Entry Note to be repaid as set forth in such Note, the Trustee for such Book-Entry Note shall give notice to the Company not less than 22 days before the Optional Reset Date or the old Stated Maturity, as the case may be, of the principal amount of Book-Entry Notes to be repaid on such Optional Reset Date or old Stated Maturity, as the case may be.

		Company Notice regarding New Interest Rate or New Spread or Spread Multiplier. If the Company elects to revoke the interest rate or Spread or Spread Multiplier provided for in the Reset Notice and establish a higher interest rate or Spread or Spread Multiplier for an Optional Reset Period or extension period, as the case may be, it shall, not less than 20 days before such Optional Reset Date or old Stated Maturity, so notify the Trustee for the affected Book-Entry Note. Such Trustee will immediately thereafter notify DTC of the new interest rate or Spread or Spread Multiplier applicable to such Book-Entry Note.

		Trustee Notice to Company regarding DTC Revocation of Option to be Repaid. If, after DTC has tendered any Book-Entry Notes for repayment pursuant to an Extension Notice or an Optional Reset Notice, DTC then revokes such tender for repayment, the Trustee for such Book-Entry Notes shall give notice to the Company not less than five days prior to the Stated Maturity or Optional Reset Date, as the case may be, of such revocation and of the principal amount of

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		Book-Entry Notes for which tender for repayment has been revoked.

		Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes.

Procedures upon Company Notice to Trustee regarding Company153s Exercise of Optional Redemption:		Company Notice to Trustee regarding Company153s Exercise of Optional Redemption. At least 45 days prior to the date on which it intends to redeem a Book-Entry Note, the Company will notify the Trustee for such Book-Entry Note that it is exercising such option with respect to such Book-Entry Note on such date.

		Trustee Notice to DTC regarding Company153s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee for such Book-Entry Note will, at least 30 days before the redemption date for such Book-Entry Note, hand deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and informing DTC of the Company153s exercise of such option with respect to such Book-Entry Note.

		Deposit of Redemption Price. On or before any redemption date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such redemption date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes.

Payments of Principal and Interest Upon Exercise of Optional Repayment (Except Pursuant to Company153s Exercise of Optional Reset or Optional Extension):		Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and the Global Securities representing the Book-Entry Notes so to be repaid as set forth in such Notes, the Trustee for such Book-Entry Notes shall (unless such notice was received pursuant to the Company153s exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above are to be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Book-Entry Notes to be repaid on such

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		Optional Repayment Date.

		Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes.

Procedure for Rate Setting and Posting:		The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting“) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted.

Acceptance and Rejection of Orders:		Unless otherwise instructed by the Company, the Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Preparation of Pricing Supplement:		If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a “Pricing Supplement“) reflecting the terms of such Book-Entry Note, will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act.

		Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed.

		Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New

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		York City time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, N.Y. 11220, with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: MTN Program Manager.

Suspension of Solicitation; Amendment or Supplement:		Subject to the representations, warranties and covenants of the Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed.

		In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered.

Delivery of Prospectus:		A copy of the Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than the Agent).

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Confirmation:		For each order to purchase a Book-Entry Note solicited by the Agent and accepted by or on behalf of the Company, the Agent will issue a confirmation, which confirmation may be delivered by facsimile or other electronic transmission, to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions.

Settlement:		The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Book-Entry Note shall constitute “settlement” with respect to such Book-Entry Note, and the date of such settlement, the “Settlement Date“. All orders accepted by the Company will be settled on the third Business Day next succeeding the date of acceptance pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day which shall be no earlier than the Business Day succeeding the date of sale. In all cases, the Company will notify the Trustee and the DTC Agent on the date issuance instructions are given.

Settlement Procedures:		Settlement Procedures with regard to each Book-Entry Note sold by the Company to or through the Agent, except pursuant to a Terms Agreement, shall be as follows:

		A. The Agent will advise the Company by telephone (or by facsimile or other acceptable written means) that such Note is a Book-Entry Note and of the following settlement information:

		Principal or face amount.

		Series.

		Stated Maturity.

		In the case of a Fixed Rate Book-Entry Note, the interest rate and reset, redemption, repayment and extension provisions (if any) or, in the case of a Floating Rate Book-Entry Note, the Base Rate, Initial Interest Rate (if known at such time) Interest Reset Period, Interest Reset Dates, Index Maturity, Spread and/or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and reset, redemption, repayment and extension provisions (if any).

		Interest Payment Dates and the Interest Payment Period.

		Amortization provisions, if any.

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		Settlement date and Issue Date, if different.

		Specified currency.

		Denominated currency, Indexed Currency, Base Exchange Rate, and the Determination Date, if applicable.

		Price.

		Agent153s commission, determined as provided in the Agency Agreement.

		Whether, in the case of Series D Notes, the Notes will have a Survivor153s Option.

		Whether such Book-Entry Note is an OID Note and, if so, the total amount of OID, the yield to maturity and the initial accrual period OID.

		Any other terms necessary to describe the Book-Entry Note.

		B. The Company will advise the relevant DTC Agent by telephone (confirmed in writing at any time on the same date), written telecommunication or electronic transmission of the information set forth in Settlement Procedure “A” above. Each such communication by the Company shall constitute a representation and warranty by the Company to the DTC Agent for such Note, the Trustee for such Note and the Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company and (ii) such Note, and the Global Security representing such Note, will conform with the terms of the Indenture for such Note. The DTC Agent will then assign a CUSIP number to the Global Security representing such Book-Entry Note and notify the Agent and the Company by telephone (confirmed in writing at any time on the same date), written telecommunication or electronic transmission of such CUSIP number as soon as practicable.

		C. Such DTC Agent will enter a pending deposit message through DTC153s Participant Terminal System providing the following settlement information to DTC, Standard & Poor153s Ratings Services, Interactive Data Corporation, the Agent and, upon request, the Trustee for such Notes:

		The information set forth in Settlement Procedure “A”.

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		Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note.

		The Initial Interest Payment Date for such Book-Entry Note, number of days by which such date succeeds the related Regular Record Date and amount of interest payable on such Interest Payment Date.

		The Interest Payment Period.

		The CUSIP number of the Global Security representing such Book-Entry Note.

		The participant account numbers maintained by DTC on behalf of such Trustee and such Agent.

		Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time).

		D. To the extent the Company has not already done so, the Company will deliver to the Trustee for such Notes a Global Security in a form that has been approved by the Company, the Agent and such Trustee.

		E. Such Trustee will complete such Book-Entry Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon, and authenticate the Global Security representing such Book-Entry Note.

		F. DTC will credit such Book-Entry Note to such DTC Agent153s participant account at DTC.

		G. Such DTC Agent will enter an SDFS deliver order through DTC153s Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to such DTC Agent153s participant account and credit such Book-Entry Note to the Agent153s participant account and (ii) debit the Agent153s settlement account and credit such DTC Agent153s settlement account for an amount equal to the price of such Book-Entry Note less the Agent153s commission. The entry of such a deliver order shall constitute a representation and warranty by such DTC Agent to DTC that (i) the Global Security representing such Book-Entry Note has been issued and authenticated and (ii) such DTC Agent is holding such Global Security pursuant to the Medium Term Note Certificate Agreement between such DTC Agent and DTC.

		H. Unless the Agent is purchasing such Note as principal, the Agent will enter an SDFS deliver order through DTC153s

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	Participant Terminal System instructing DTC (i) to debit such Book-Entry Note to the Agent153s participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Agent for an amount equal to the price of such Book-Entry Note.

	I. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the settlement date.

	J. Such DTC Agent will, upon receipt of funds from the Agent in accordance with Settlement Procedure “G”, credit to an account of the Company maintained at such DTC Agent funds available for immediate use in the amount transferred to such DTC Agent in accordance with Settlement Procedure “G”.

	K. Unless the Agent is purchasing such Book-Entry Note as principal, the Agent will confirm the purchase of such Book-Entry Note to the purchaser either by transmitting to the Participants with respect to such Book-Entry Note a confirmation order or orders through DTC153s institutional delivery system or by mailing a written confirmation to such purchaser.

	L. Monthly, each DTC Agent will send to the Company a statement setting forth the principal amount of Registered Notes Outstanding as of the date of such statement and setting forth a brief description of any sales of which the Company has advised such DTC Agent but which have not yet been settled.

Settlement Procedures Timetable:	For sales by the Company of Book-Entry Notes solicited by the Agent and accepted by the Company (except pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

		Settlement Procedure	Time
		A	11:00 A.M. on the sale date
		B	12:00 Noon on the sale date
		C	2:00 P.M. on the sale date

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		D	3:00 P.M. on the day before settlement
		E	9:00 A.M. on settlement date
		F	10:00 A.M. on settlement date
		G-H	2:00 P.M. on settlement date
		I	4:45 P.M. on settlement date
		J-K	5:00 P.M. on settlement date

	If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “A”, “B” and “C” shall be completed as soon as practicable but no later than 11:00 A.M., 12:00 Noon and 2:00 P.M., respectively, on the first Business Day after the sale date. If the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the settlement date. Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in SDFS operating procedures in effect on the settlement date.

	If settlement of a Book-Entry Note is rescheduled or canceled, the DTC Agent for such Book-Entry Note, after receiving notice from the Company or the Agent, will deliver to DTC, through DTC153s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.

Failure to Settle:	If settlement of a Book-Entry Note is rescheduled and the DTC Agent for such Book-Entry Note has not entered an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure “G”, after receiving notice from the Company or the Agent, such DTC Agent shall deliver to DTC, through DTC153s Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Book-Entry Note to such DTC Agent153s participant account. DTC will process the withdrawal message, provided that such DTC Agent153s participant account contains a principal amount of the Global Security representing such Book-Entry Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee for the Notes represented by such Global Security will mark such Global Security “canceled”, make appropriate entries in its records and destroy such canceled Global Security in accordance with the applicable Indenture and deliver a certificate of destruction to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be

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		canceled and not immediately reassigned.

		If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the DTC Agent for such Book-Entry Notes will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Notes and shall be canceled immediately after issuance and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security.

		If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Book-Entry Note by the beneficial purchaser thereof (or a Person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC153s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “H” and “G”, respectively. Thereafter, the DTC Agent for such Book-Entry Note will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement, then the Company will reimburse the Agent for the loss of the use of the funds during the period when they were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the DTC Agent for such Book-Entry Note or Notes will provide, in accordance with Settlement Procedures “E” and “G”, for the authentication and issuance of a Global Security representing the other Book-Entry Notes to have been represented by such Global Security and will make appropriate entries in its records.

Trustees Not to Risk Funds:		Nothing herein shall be deemed to require either Trustee to risk or expend its own funds in connection with any payment to the Company, DTC, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, DTC, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose.

Authenticity of Signatures:		The Company will cause each of the Trustees to furnish the Agent from time to time with the specimen signatures of each of such Trustee153s officers, employees or agents who has been authorized by

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		such Trustee to authenticate Book-Entry Notes, but the Agent will not have any obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or such Trustee on any Book-Entry Note.

Payment of Expenses:		The Agent shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Agency Agreement. The Company will remit payment to the Agent currently on a monthly basis.

Advertising Costs:		The Company will determine with the Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry Notes. Advertising expenses will be paid by the Company.

PART II

Administrative Procedures for Certificated Notes

Each Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes for which it serves as Trustee.

Issuance:		Each Certificated Note will be dated and issued as of the date of its authentication by the applicable Trustee. Each Certificated Note will bear an Original Issue Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the Original Issue Date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note.

Registration:		Certificated Notes will be issued only in fully registered form without coupons.

Maturities:		Each Certificated Note will mature on a date nine months or more after the issue date for such Note, except in the case of indexed Notes, for which the maturity may be shorter. A Floating Rate Certificated Note will mature only on an Interest Payment Date for such Note. Any Note denominated in Japanese yen will mature on a date not less than one year from the Original Issue Date (as defined below) for such Note. Any Note denominated in Pounds Sterling will mature on a date not less than one year, nor more than five years, after its Original Date.

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Currency:		The Specified Currency for a Certificated Note shall be as set forth therein and in the applicable Pricing Supplement.

Denominations:		Unless otherwise agreed to by the Company, the denomination of any Certificated Note denominated in U.S. dollars will be a minimum of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. The authorized denominations of Certificated Notes denominated in a Specified Currency other than U.S. dollars shall be determined as set forth in the applicable Pricing Supplement.

Interest:		General. Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each Certificated Note will accrue from the Original Issue Date (or such other date on which interest otherwise begins to accrue (if different from the Original Issue Date)) of such Note for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on such Note, and will be calculated and paid in the manner and on the dates described in such Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date (provided that, in the case of Certificated Notes which reset daily or weekly, interest payments will include accrued interest to and including the next preceding Regular Record Date), except that at stated Maturity, the interest payable will include interest accrued to, but excluding, the stated Maturity (other than a Maturity of a Fixed Rate Certificated Note occurring on the 31st day of a month, in which case such payment of interest will include interest accrued to but excluding the 30th day of such month or the last day of the month in the case of February).

		Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Dates with respect to any Interest Payment Date for a Fixed Rate Note, Floating Rate Note or Indexed Rate Note shall be the date (whether or not a Business Day) fifteen calendar days immediately preceding such Interest Payment Date.

Payments of Interest:		The applicable Trustee will pay the principal amount of each Certificated Note at Maturity or upon redemption upon presentation and surrender of such Note. Such payment, together with payment of interest due at Maturity or upon redemption of such Note, will be made in funds available for immediate use by such Trustee or paying agent and in turn by the holder of such Note. Certificated Notes presented to such Trustee or paying agent at Maturity or upon redemption for payment will be canceled and destroyed by such Trustee or paying agent, and a certificate of destruction will be

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		delivered to the Company. All interest payments on a Certificated Note (other than interest due at Maturity or upon redemption) will be made by check drawn on such Trustee and mailed by such Trustee to the person entitled thereto as provided in such Note and the Indenture; provided, however, that the holder of U.S.$10,000,000 or more of Notes having the same Interest Payment Dates will, upon written request prior to the Regular Record Date in respect of an Interest Payment Date, be entitled to receive payment by wire transfer of immediately available funds. Following each Regular Record Date, such Trustee or paying agent will furnish the Company with a list of interest payments to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. Interest at Maturity or upon redemption will be payable to the person to whom the payment of principal is payable. Such Trustee or paying agent will provide monthly to the Company lists of principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing or to be redeemed in the next month.

		Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated Note will be determined and withheld by the applicable Trustee.

		The Company will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law.

		If any interest Payment Date for or the Maturity of a Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on account of such delayed payment.

Procedure for Rate Setting and Posting:		The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting“) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted.

Acceptance and Rejection of Orders:		Unless otherwise instructed by the Company, the Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Certificated Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a

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		Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee for such Certificated Note will have adequate time to prepare and authenticate such Note.

Preparation of Pricing Supplement:		If any order to purchase a Certificated Note is accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note, will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file the Pricing Supplement with the FINRA and will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act.

		Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following addresses by 11:00 A.M. (New York City time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, N.Y. 11220, with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, attention: MTN Program Manager.

		Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed.

Suspension of Solicitation; Amendment or Supplement:		Subject to the representations, warranties and covenants of the Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agent to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed.

		In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent and the Trustee for such Certificated Notes whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that

A-23

		copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered.

Delivery of Prospectus:		A copy of the Prospectus and a Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than the Agent).

Confirmation:		For each order to purchase a Certificated Note solicited by the Agent and accepted by or on behalf of the Company, the Agent will issue a confirmation, which confirmation may be delivered by facsimile or other electronic transmission, to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions.

Settlement:		The receipt by the Company of immediately available funds in exchange for an authenticated Certificated Note delivered to the Agent and the Agent153s delivery of such Certificated Note against receipt of immediately available funds shall, with respect to such Certificated Note, constitute “settlement“. All orders accepted by the Company will be settled on the fifth Business Day next succeeding the date of acceptance pursuant to the timetable for settlement set forth below, unless the Company and the purchaser agree to settlement on another day which shall be no earlier than the next Business Day following the date of sale. In all cases, the Company will notify the Trustee and the DTC Agent on the date issuance instructions are given.

Settlement Procedures:		Settlement Procedures with regard to each Certificated Note sold by the Company to or through the Agent, as agent (except pursuant to a Terms Agreement), shall be as follows:

		A. The Agent will advise the Company by telephone or by facsimile transmission or other acceptable written means) that

A-24

		such Note is a Certificated Note and of the following settlement information, in time for the Trustee for such Certificated Note to prepare and authenticate the required Note:

		Name in which such Certificated Note is to be registered (“Registered Owner“).

		Address of the Registered Owner and address for payment of principal and interest.

		Taxpayer identification number of the Registered Owner (if available).

		Principal or face amount.

		Series.

		Stated Maturity.

		In the case of a Fixed Rate Certificated Note, the Interest Rate and reset provisions (if any) or, in the case of a Floating Rate Certificated Note, the Base Rate, Initial Interest Rate (if known at such time), Interest Reset Period, Interest Reset Dates, Index Maturity, Spread and/or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and reset provisions (if any).

		Interest Payment Dates and the Interest Payment Period.

		Specified Currency.

		Denominated Currency, Indexed Currency, Base Exchange Rate and the Determination Date, if applicable.

		Redemption, repayment, amortization or extension provisions, if any.

		Settlement date.

		Price (including currency).

		Agent153s commission, if any, determined as provided in the Agency Agreement.

		Whether such Certificated Note an OID Note, and, if so, the total amount of OID and the yield to maturity.

		Any other terms necessary to describe the Certificated Note.

		B. The Company will advise the relevant Trustee by telephone, (confirmed in writing at any time on the sale date) written

A-25

		telecommunication or electronic transmission of the information set forth in Settlement Procedure “A” above and the name of the Presenting Agent.

		C. The Company will deliver to the relevant Trustee a pre-printed four-ply packet for such Certificated Note, which packet will contain the following documents in forms that have been approved by Company, the Agents and the Trustee:

		Certificated Note with customer confirmation.

		Stub One 190 For Trustee.

		Stub Two 190 For Agent.

		Stub Three 190 For the Company.

		D. The relevant Trustee will complete such Certificated Note and will authenticate such Certificated Note and deliver it (with the confirmation) and Stubs One and Two to the Agent, and the Agent will acknowledge receipt of the Note by stamping or otherwise marking Stub One and returning it to such Trustee. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by the Agent for payment to such account as the Company shall have specified in funds available for immediate use, of an amount equal to the price of such Certificated Note less the Agent153s commission. In the event that the instructions given by the Agent for payment to the account of the Company are revoked, the Company will as promptly as possible wire transfer to the account of the Agent an amount of immediately available funds equal to the amount of such payment made.

		E. Unless the Agent purchased the Note as Principal, the Agent will deliver such Certificated Note (with the confirmation) to the customer against payment in immediately payable funds. The Agent will obtain the acknowledgment of receipt of such Certificated Note by retaining Stub Two.

		F. The relevant Trustee will send Stub Three to the Company by first-class mail.

Settlement Procedures Timetable:		For orders of Certificated Notes solicited by the Agent, as agent, and accepted by the Company, Settlement Procedures “A” through “F” set forth above shall be completed on or before the respective times

A-26


	(New York City time) set forth below:

		Settlement Procedure	Time
		A	2:00 P.M. on the day before settlement
		B	On the day two Business Days before settlement date.
		C	2:15 P.M. two Business Days before settlement
		D	2:15 P.M. on settlement date
		E	3:00 P.M. on settlement date
		F	5:00 P.M. on settlement date

Procedures upon Company153s Exercise of Optional Reset or Optional Extension of Maturity:	Company Notice to Trustee regarding Exercise of Optional Reset. Not less than 45 or more than 60 days before an Optional Reset Date as set forth in a Certificated Note, the Company will notify the Trustee for such Certificated Note whether it is exercising its option to reset the interest rate or Spread or Spread Multiplier, as the case may be, for such Certificated Note, and if so, (i) the new interest rate or Spread or Spread Multiplier, as the case may be, for such Certificated Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Certificated Note or, if there is no such next Optional Reset Date, to the Stated Maturity of such Certificated Note (the “Subsequent Interest Period“); and (ii) the provisions, if any, for redemption of such Certificated Note during such Subsequent Interest Period, including the date or dates on which or the period or periods during which such redemption may occur during such Subsequent Interest Period.

	Company Notice to Trustee regarding Exercise of Optional Extension of Maturity. If the Company elects to exercise an option, as set forth in a Certificated Note, to extend the Stated Maturity of such Note, it will so notify the Trustee for such Certificated Note not less than 45 or more than 60 days before the Stated Maturity of such Certificated Note, and will further indicate (i) the new Stated Maturity; (ii) the interest rate or Spread or Spread Multiplier, as the case may be, applicable to the extension period; and (iii) the provisions, if any, for redemption of such Certificated Note during such extension period, including the date or dates on which or the period or periods during which such redemption may occur during such extension period.

	Trustee Notice to Holders regarding Company153s Exercise of Optional Extension or Reset. Upon receipt of notice from the Company regarding the Company153s exercise of either an optional extension of maturity or an optional reset, the Trustee for the Certificated Note

A-27

		will mail a notice, first class, postage prepaid, to the Holder of such Certificated Note not less than 40 days before the Optional Reset Date (in which case a “Reset Notice“) or the Stated Maturity (in which case an “Extension Notice“), as the case may be, which Reset Notice or Extension Notice shall contain the information required by the terms of the Certificated Note.

		Trustee Notice to Company regarding Option to be Repaid. If, after receipt of either a Reset Notice or an Extension Notice, any Holder of a Certificated Note exercises the option for repayment by tendering the Certificated Note to be repaid as set forth in such Note, the Trustee for such Certificated Note shall give notice to the Company not less than 22 days before the Optional Reset Date or the old Stated Maturity, as the case may be, of the principal amount of Certificated Notes to be repaid on such Optional Reset Date or old Stated Maturity, as the case may be.

		Company Notice regarding New Interest Rate or New Spread or Spread Multiplier. If the Company elects to revoke the interest rate or Spread or Spread Multiplier provided for in the Reset Notice and establish a higher interest rate or Spread or Spread Multiplier for an Optional Reset Period or extension period, as the case may be, it shall, not less than 20 days before such Optional Reset Date or old Stated Maturity, so notify the Trustee for the affected Certificated Note. The Trustee will immediately thereafter notify the Holder of such Certificated Note, by first class mail, postage prepaid, of the new interest rate or Spread or Spread Multiplier applicable to such Certificated Note.

		Trustee Notice to Company regarding Holder Revocation of Option to be Repaid. If, after the Holder of a Certificated Note has tendered such Note for repayment pursuant to an Extension Notice or an Optional Reset Notice, such Holder then revokes such tender for repayment, the Trustee for such Certificated Note shall give notice to the Company not less than five days prior to the Stated Maturity or Optional Reset Date, as the case may be, of such revocation and of the principal amount of Certificated Notes for which tender for repayment has been revoked.

		Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such

A-28

		Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes.

Procedures upon Company153s Exercise of Optional Redemption:		Company Notice to Trustee regarding Exercise of Optional Redemption. At least 45 days prior to the date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date.

		Trustee Notice to Holders regarding Company153s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company153s exercise of such option with respect to such Certificated Note.

Payments of Principal and Interest Upon Exercise of Optional Repayment (Except Pursuant to Company153s Exercise of Optional Reset or Optional Extension):		Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and the Certificated Notes to be repaid as set forth in such Notes, the Trustee for such Certificated Notes shall (unless such notice was received pursuant to the Company153s exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date.

Failure to Settle:		If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note “canceled”, make appropriate entries in the

A-29

		applicable Trustee153s records and send such Note to the Company.

Trustees Not to Risk Funds:		Nothing herein shall be deemed to require either Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose.

Authenticity of Signatures:		The Company will cause each Trustee to furnish the Agent from time to time with the specimen signatures of each of such Trustee153s officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation or liability to the Company or a Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or a Trustee on any Certificated Note.

Payment of Expenses:		The Agent shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by the Agent during that month that are reimbursable to it pursuant to the terms of the Agency Agreement. The Company will remit payment to the Agent currently on a monthly basis.

Advertising Costs:		The Company will determine with the Agent the amount of advertising that may be appropriate in soliciting orders to purchase the Certificated Notes. Advertising expenses will be paid by the Company.

A-30

EXHIBIT B

FORM OF TERMS AGREEMENT

Citigroup Funding Inc.
153 E. 53rd Street, 6th Floor
New York, NY 10043
Attention: Assistant Treasurer

Subject in all respects to the terms and conditions contained in the Amended
& Restated Global Selling Agency Agreement dated August 26, 2011 (the
“Global Selling Agency Agreement“), among Citigroup Funding Inc.,
Citigroup Inc. and the Agents named therein, the undersigned agrees to purchase
the following Notes of Citigroup Funding Inc.:

Principal Amount:
Purchaser:
Issue Price:
Original Issue Date:
Stated Maturity:
CUSIP:

Terms of the Notes: As described in the [Preliminary Pricing
Supplement/Offering Summary] dated [ ], 20[ ] attached hereto, as supplemented
by and the Final Term Sheet dated the date hereof and attached hereto.

[Requirements for delivery, if any, of opinions of counsel, certificates from
the Company and the Guarantor or their respective officers or a letter from the
Guarantor153s independent registered public accountants:]

Other terms:

The provisions of the Global Selling Agency Agreement and the related
definitions are incorporated by reference herein and shall be deemed to have the
same force and effect as if set forth in full herein. By accepting this Terms
Agreement by signing below, the Company additionally represents and warrants
that this Terms Agreement has been duly authorized, executed and delivered by
it.

Date:
[Purchaser]

By:


Accepted: CITIGROUP FUNDING INC.


By:

B-1

EXHIBIT C

FORM OF AGENT ACCESSION CONFIRMATION : PROGRAM

To: [Name and address of new Agent]

[date]

Citigroup Funding Inc.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Amended & Restated Global Selling Agency Agreement dated
as of August 26, 2011 (which agreement, as amended from time to time, is herein
referred to as the “Agency Agreement“) entered into in respect of the
above Medium-Term Note Program and hereby acknowledge receipt of your Agent
Accession Letter to us dated [ ].

In accordance with Section 2(c) of the Agency Agreement we hereby confirm
that, with effect from the date hereof, you shall become a party to, and an
Agent under, the Agency Agreement, vested with all the authority, rights and
powers, and subject to all the duties and obligations of an Agent as if
originally named as such under the Agency Agreement.

Yours faithfully,

CITIGROUP FUNDING INC.

By:
Name:
Title:

cc:	Paying Agents
	Trustees
	Existing Agents
	Guarantor

C-1

EXHIBIT D

FORM OF AGENT ACCESSION LETTER : PROGRAM

To: Citigroup Funding Inc.
153 E. 53rd Street, 6th Floor
New York, NY 10043

[date]

Citigroup Funding Inc.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Amended & Restated Global Selling Agency Agreement dated
as of August 26, 2011, entered into in respect of the above Medium-Term Note
Program and made among Citigroup Funding Inc. (the “Company“), Citigroup
Inc. and the Agents party thereto (which agreement, as amended from time to
time, is herein referred to as the “Agency Agreement“).

We confirm that we are in receipt of the documents referenced below (except
to the extent we have waived delivery of such documents):

– a copy of the Agency Agreement;

– a copy of all documents referred to in Section 5 of the Agency Agreement;
and : a letter in a form approved by ourselves from each of the legal advisers
referred to in Section 5 of the Agency Agreement addressed to ourselves and
giving us the full benefit of the existing legal opinions as of the date of such
existing legal opinions, and have found them to our satisfaction.

For the purposes of Section 9 of the Agency Agreement our notice details are
as follows: (insert name, address, telephone, fax, email address and attention).

In consideration of the Company appointing us as an Agent under the Agency
Agreement, we hereby undertake, for the benefit of the Company, the Guarantor
and each of the other Agents, that we will perform and comply with all the
duties and obligations expressed to be assumed by an Agent under or pursuant to
the Agency Agreement. We also undertake to deliver to The Depository Trust
Company of New York such pricing letters as it may reasonably require from us in
connection with the offer and sale of the Notes.

D-1

This letter is governed by, and shall be construed in accordance with, the
laws of the State of New York.

Yours faithfully,

[Name of new Agent]

By:
	Name:
	Title:

cc:	Paying Agents
	Trustees
	Existing Agents
	Guarantor

D-2

EXHIBIT E

FORM OF AGENT ACCESSION CONFIRMATION : NOTE ISSUE

To: [Name and address of new Agent]

[date]

Citigroup Funding Inc.
Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

In accordance with Section 2(c) of the Agency Agreement we hereby confirm
that, with effect from the date hereof solely in respect of the issue of [ ]
Notes due [ ] (the “Issue“), you shall become a party to, and an Agent
under, the Agency Agreement, vested with all the authority, rights and powers,
and subject to all duties and obligations of an Agent in relation to the Issue
as if originally named as such under the Agency Agreement.

Such appointment is limited to the Issue and is not for any other issue of
Notes of the Company pursuant to the Agency Agreement and such appointment will
terminate upon issue of the Notes comprising the Issue but without prejudice to
any rights, duties or obligations which have arisen prior to such termination.

Yours faithfully,

CITIGROUP FUNDING INC.

By:
Name:
Title:

cc:	Paying Agents
	Trustees
	Guarantor

E-1

EXHIBIT F

FORM OF AGENT ACCESSION LETTER : NOTE ISSUE

Citigroup Funding Inc.
153 E. 53rd Street, 6th Floor
New York, NY 10043
Attention: Assistant Treasurer

Series D and Series E Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Amended & Restated Global Selling Agency Agreement dated
as of August 26, 2011, entered into in respect of the above Medium-Term Note
Program and made among the Company, Citigroup Inc. and the Agents party thereto
(which agreement, as amended from time to time, is herein referred to as the
“Global Selling Agency Agreement“).

We confirm that we are in receipt of the documents referenced below (except
to the extent that we have waived delivery of such documents): a copy of the
Agency Agreement; and a copy of all documents referred to in Section 5 of the
Agency Agreement and have found them to our satisfaction.

For the purposes of Section 9 of the Agency Agreement our notice details are
as follows: (insert name, address, telephone, fax, email address and attention).

In consideration of the Company appointing us as an Agent solely in respect
of the issue of [ ] Notes due [ ] (the “Issue“) under the Agency
Agreement, we hereby undertake, for the benefit of the Company, the Guarantor
and each of the other Agents, that in relation to the Issue we will perform and
comply with all the duties and obligations expressed to be assumed by an Agent
under or pursuant to the Agency Agreement.

We acknowledge that such appointment is limited to the Issue and is not for
any other issue of Notes of the Company pursuant to the Agency Agreement and
that such appointment will terminate upon issue of the Notes comprising the
Issue but without prejudice to any rights, duties or obligations which have
arisen prior to such termination.

F-1

This letter is governed by, and shall be construed in accordance with, the
laws of the State of New York.

Yours faithfully,

[Name of new Agent]

By:
Title:

cc:	Paying Agents
	Trustees
	Guarantor

F-2

EXHIBIT G

[date]

To the Agents listed on Schedule I of the Agency Agreement

Ladies and Gentlemen:

Re: Notice of New Registration Statement on Form S-3 (No. [ ])

In accordance with the provisions of the Amended and Restated Global Selling
Agency Agreement (the “Agency Agreement”) dated as of August 26, 2011, as
supplemented and amended from time to time, among Citigroup Funding Inc. (the
“Company”), Citigroup Inc. (the “Guarantor”) and the Agents listed in Schedule I
thereto, we hereby notify you that a Registration Statement on Form S-3 (No. [
]) relating to the Notes was filed by the Company and the Guarantor with the
U.S. Securities and Exchange Commission (the “Commission”) on [date], [also
identify any amendments filed] (the “New Registration Statement”) and was
declared effective by the Commission as of [time] on [date].

Accordingly, the file number contained in the first sentence of Section 1(a)
of the Agency Agreement shall be hereafter deemed to refer to the file number of
the New Registration Statement, and all references in the Agency Agreement to
the “Registration Statement” shall be hereafter deemed to refer to the New
Registration Statement.

Very truly yours,

	CITIGROUP FUNDING INC.

		By:
		Name:
		Title:

	CITIGROUP INC.

		By:
		Name:
		Title:

G-1

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