Form 8-K CITIGROUP INC For: Nov 18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November�18, 2014

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Citigroup Inc.

(Exact name of registrant as specified in its charter)

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Delaware	�	1-9924	�	52-1568099
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

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399 Park Avenue, New York, New York	�	10022
(Address of principal executive offices)	�	(Zip Code)

(212) 559-1000

(Registrant�s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Citigroup Inc.

Current Report on Form 8-K

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Item�9.01

Financial Statements and Exhibits.

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(d)

Exhibits:

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Exhibit No.	��	Description
1.01	��	Terms Agreement, dated November 6, 2014, among Citigroup Inc. (the �Company�) and the underwriters named therein, relating to the offer and sale of the Company�s 3.390% Notes due November 18, 2021.
4.01	��	Form of Note for the Company�s 3.390% Notes due November 18, 2021.
4.02	��	Agency Agreement, dated November 18, 2014, between the Company and Citibank, N.A.
5.01	��	Opinion of Barbara Politi, Esq.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Dated: November�18, 2014	�		�	CITIGROUP INC.
	�		�		�	By:	�	/s/ Barbara Politi
	�		�		�		�	Barbara Politi
	�		�		�		�	Assistant Secretary

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Exhibit Index

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Exhibit No.	��	Description
1.01	��	Terms Agreement, dated November 6, 2014, among Citigroup Inc. (the �Company�) and the underwriters named therein, relating to the offer and sale of the Company�s 3.390% Notes due November 18, 2021.
4.01	��	Form of Note for the Company�s 3.390% Notes due November 18, 2021.
4.02	��	Agency Agreement, dated November 18, 2014, between the Company and Citibank, N.A.
5.01	��	Opinion of Barbara Politi, Esq.

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Exhibit 1.01

TERMS AGREEMENT

November�6, 2014

Citigroup Inc.

399 Park Avenue

New York, New York 10022

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the �Company�), proposes to issue and sell C$700,000,000 aggregate principal amount of its debt securities (the �Securities�). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., TD Securities Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc. and National Bank Financial Inc., as underwriters (the �Underwriters�), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.605% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be November�18, 2014, at 9:30 a.m. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen�& Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the terms set forth in Annex B hereto.

Additional Terms:

The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of CDS�& Co., as nominee for, and in respect of interests held through, CDS. Beneficial interests in the Securities will be represented through, and transfers thereof will be effected only through, book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Canadian dollars; however, when interests in the Securities are held through The Depository Trust Company as a CDS participant, all payments in respect of such Securities will be made in U.S. dollars, unless the holder of a beneficial interest in the Securities elects to receive payment in Canadian dollars. Sections 12.02 and 12.03 of the indenture, dated as of November�13, 2013, between the Company and The Bank of New York Mellon, as trustee (the �Trustee�) (the �Indenture�) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Canadian dollars or Canadian government notes.

All the provisions contained in the document entitled �Citigroup Inc.� Debt Securities � Underwriting Agreement � Basic Provisions� and dated March�2, 2006 (the �Basic

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Provisions�), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for:

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Clause (i)�of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: �in the case of senior debt securities, an indenture dated as of November�13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the �Senior Debt Trustee�) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the �Senior Debt Indenture�),�;

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The first parenthetical in Section�1(a), which is hereby deleted in its entirety and replaced with the following: �(File No.�333-192302)�;

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The final clause of Section�1(e) is hereby deleted in its entirety;

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Section�1(g) is hereby added in its entirety as follows: �(g) On each Effective Date, at the Execution Time and on the Closing Date, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission�s rules and guidelines applicable thereto.�;

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Section�1(h) is hereby added in its entirety as follows: �(h) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules and regulations thereunder; and the Company and its subsidiaries have instituted and maintained policies and procedures to ensure compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.�;

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Section�1(j) is hereby added in its entirety as follows: �(j) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the �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 Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.�;

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Section�1(k) is hereby added in its entirety as follows: �(k) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i)�is, or is controlled or 50% or more owned by, or is acting on behalf of, an individual or entity that is currently subject to any sanctions administered imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty�s Treasury) or other relevant sanctions authority (collectively, �Sanctions� and such persons, �Sanction Persons�), (ii)�is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, �Sanctioned Countries� and each, a �Sanctioned Country�), or (iii)�will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that would result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).�; and

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Section�1(l) is hereby added in its entirety as follows: �(l) Except as has been disclosed to the Underwriters through the Representatives or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.�

Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 4:26 p.m. (Eastern Time).

The Company agrees to use its best efforts to have the Securities approved for listing on the regulated market of the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in applicable law or listing requirements occurring after the original issue date of the Securities, the Company may de-list the Securities from the regulated market of the Luxembourg Stock Exchange and shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the Company�s opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.

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Citigroup Global Markets Inc. has agreed to reimburse Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and TD Securities Inc. for all reasonable expenses related to this offering, including but not limited to fees and expenses of counsel to the Underwriters, any provincial filing fees associated with the private placement of the Securities and any fees payable to the Investment Industry Regulatory Organization of Canada.

Selling Restrictions:

Canada

Each Underwriter represents and agrees that the sale and delivery of the Securities to any purchaser who is a resident of a province of Canada by such Underwriter shall be made so as to be exempt from the prospectus filing requirements, and so as to be exempt from or made in compliance with the dealer registration requirements of all applicable securities laws, regulations, rules, instruments, rulings and orders, including those applicable in each of the provinces of Canada and the applicable policy statements issued by any securities regulator having jurisdiction. Each Underwriter also represents that it has not and it will distribute or deliver the prospectus, the Canadian offering memorandum relating to this offering or any other offering material relating to the Securities in Canada or to any resident of Canada in contravention of the securities laws and regulations of the provinces and territories of Canada.

European Economic Area

Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a �Relevant Member State�), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the �Relevant Implementation Date�), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive.

For the purposes of this provision, the expression an �offer to the public� in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression �Prospectus Directive� means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

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This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i)�investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the �Order�) or (ii)�high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d)�of the Order (all such persons together being referred to as �Relevant Persons�).

France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorit� des march�s financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorit� des march�s financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifi�s) and/or a restricted circle of investors (cercle restreint d�investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code mon�taire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code mon�taire et financier and applicable regulations thereunder.

Hong Kong

Each Underwriter:

(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i)��professional investors� as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii)�in other circumstances which do not result in the document being a �prospectus� as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

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(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to �professional investors� within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Japan

The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the �FIEA�). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1)�pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2)�in compliance with the other applicable laws, regulations and governmental guidelines of Japan.

Singapore

The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the �SFA�). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i)�to an institutional investor under Section�274 of the SFA, (ii)�to a Relevant Person, or any person pursuant to Section�275(1A), and in accordance with the conditions, specified in Section�275 of the SFA or (iii)�otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section�275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

(a) a corporation (which is not an accredited investor (as defined in Section�4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

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(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries� rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section�275 of the SFA except:

(1) to an institutional investor (for corporations, under Section�274 of the SFA) or to a Relevant Person defined in Section�275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section�275 of the SFA; or

(2) where no consideration is given for the transfer; or

(3) by operation of law.

In addition to the legal opinions required by Sections 6(b) and 6(c) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher�& Flom LLP, special U.S. tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus under the headings �United States Federal Income Tax Considerations � Introduction� and �� Non-United States Holders� and in the tenth, eleventh and twelfth paragraphs under the heading �Description of Notes� in the Preliminary Prospectus Supplement dated November�6, 2014, does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities.

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Michael J. Tarpley, Esq., Associate General Counsel�Capital Markets of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP has also acted as counsel to the Company in connection with matters related to the issuance of the Securities. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriters.

Please accept this offer no later than 9:00 p.m. (Eastern Time) on November�6, 2014 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

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�We hereby accept your offer, set forth in the Terms Agreement, dated November�6, 2014, to purchase the Securities on the terms set forth therein.�

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ACCEPTED:
CITIGROUP INC.
By:	�	/s/ Le Roy Davis
	�	Name:	�	Le Roy Davis
	�	Title:	�	Assistant Treasurer

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ANNEX A

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Name of Underwriter	��	Principal�Amount of Securities		�
Citigroup Global Markets Inc.	��	C$	105,000,000	��
Scotia Capital Inc.	��	C$	105,000,000	��
BMO Nesbitt Burns Inc.	��	C$	105,000,000	��
CIBC World Markets Inc.	��	C$	105,000,000	��
RBC Dominion Securities Inc.	��	C$	105,000,000	��
TD Securities Inc.	��	C$	105,000,000	��
Desjardins Securities Inc.	��	C$	23,334,000	��
HSBC Securities (Canada) Inc.	��	C$	23,333,000	��
National Bank Financial Inc.	��	C$	23,333,000	��
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Total	��	C$	700,000,000	��
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ANNEX B

FINAL TERM SHEET

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C$700,000,000	��
3.390% NOTES DUE 2021	��

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Citigroup Inc.

CAD 3.390% Notes due 2021

Final Term Sheet

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

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Issuer:	��	Citigroup Inc.
Expected Credit Ratings(1):	��	[Reserved]
Issue Type:	��	Canadian Dollar Fixed Rate Notes
Status of Notes:	��	Senior unsecured obligations of the Issuer, ranking equally with all other unsecured senior indebtedness of the Issuer
Principal Amount:	��	CAD $700 million
Term:	��	7 Years
Stated Maturity Date:	��	November 18, 2021
Launch Date:	��	November 6, 2014
Pricing Date:	��	November 6, 2014
Settlement Date:	��	November 18, 2014 (T+7)
Coupon:	��	3.390% per annum
Coupon Payment Dates:	��	Payable semi-annually in arrears in equal semi-annual installments on May 18 and November 18, beginning May 18, 2015, subject to the �following unadjusted business day convention� and the day count convention specified below
Issue Price:	��	CAD $99.975
Yield:	��	3.394% per annum
Spread to GoC Benchmark Bond Curve:	��	+160 bps vs. the Government of Canada curve interpolated between 3.25% June 1, 2021 & 2.75% June 1, 2022 � +166.9 bps (includes a 6.6 bps curve adjustment and 0.3 bp delay cost) vs. the Government of Canada 3.25% June 1, 2021 (priced at $109.412 to yield 1.725%)
Specified Currency:	��	Canadian Dollars (CAD)
Net Proceeds:	��	CAD $697,235,000 (before expenses)
Business Day:	��	Toronto and New York
Day Count Convention:	��	Actual/365 (Fixed) when calculating interest accruals during any partial interest period and 30/360 when calculating amounts due on any Coupon Payment Date (also known as the Actual/Actual Canadian Compound Method)
Form and Denominations:	��	Registered Global note, CAD $100,000 and integral multiples of CAD $1,000 in excess thereof

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C$700,000,000	��	FILED PURSUANT TO RULE 433
3.390% NOTES DUE 2021	��	��FILE NO. 333-192302

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Listing:	��	Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange
Clearing System:	��	CDS
Governing Law:	��	State of New York
Sales Restrictions:	��	Available for sale in Canada to accredited investors. Available for sale in the U.S. as notes are Registered Global notes. Resales in Canada will be subject to resale restrictions
Defeasance:	��	Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply
Redemption at Issuer Option:	��	Only for tax purposes
Redemption Provisions:	��	Applicable at issuer option if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-United States persons. Redemption in whole, not in part, at 100% of the principal amount plus accrued and unpaid interest to the redemption date
Paying Agent:	��	Citibank N.A., London office
CUSIP/ISIN:	��	172967JB8 / CA172967JB81
Bookrunners:	��	Citigroup Global Markets Inc. � Scotia Capital Inc. � BMO Capital Markets Inc. � CIBC World Markets Inc. � RBC Dominion Securities Inc. � TD Securities Inc.
Co-Managers:	��	Desjardins Securities Inc. � HSBC Securities (Canada) Inc. � National Bank Financial Inc.

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(1)	A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup�s registration statement is No.�333-192302. Alternatively, you can request the prospectus by calling Citigroup Global Markets Inc. toll-free in the United States 1-800-831-9146 or Scotia Capital Inc. toll-free in Canada 1-888-776-3666.

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Exhibit 4.01

This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (�CDS�) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS�& CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS�& CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THIS CERTIFICATE IS ISSUED PURSUANT TO A BOOK ENTRY ONLY SECURITIES SERVICES AGREEMENT BETWEEN ISSUER AND CDS, AS SUCH AGREEMENT MAY BE REPLACED OR AMENDED FROM TIME TO TIME.

CITIGROUP INC.

3.390% Notes due November�18, 2021

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REGISTERED	��	REGISTERED��������

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No. R-0001	��	CUSIP: 172967JB8������������ ISIN: CA172967JB81������������ Common Code: 113762292������������ � C$700,000,000������������

CITIGROUP INC., a Delaware corporation (the �Company�, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to CDS�& Co., or registered assigns, the principal sum of up to C$700,000,000 (or such other principal sum as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on November�18, 2021 and to pay interest thereon from and including November�18, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, on May�18 and November�18 of each year, commencing May�18, 2015 at the rate of 3.390%�per annum, on each Interest Payment Date until the principal hereof is paid or made

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available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than fifteen days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Interest hereon will be calculated on the basis of a 360-day year comprised of twelve 30-day months, except interest for any period other than a full semi-annual period will be calculated on the basis of the actual number of days elapsed and a year of 365 days.

If either an Interest Payment Date or the maturity of the Notes falls on a day that is not a Business Day, such Interest Payment Date or maturity will be the next succeeding Business Day. If a date for payment of interest or principal on the Notes falls on a day that is not a Business Day in the place of payment, such payment will be made on the next succeeding Business Day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest. For these purposes, �Business Day� means any day which is a day on which commercial banks settle payments and are open for general business (including dealings in foreign currency deposits and foreign exchange) in The City of New York and Toronto.

Payment of the principal of and interest on this Note will be made through the office or agency of the Trustee maintained for that purpose in London in Canadian dollars.

Unless permitted under Canadian securities legislation, the holder of this Note must not trade the Note before March�19, 2015.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: November�18, 2014

�

�

ATTEST:
By:	�	�
Title:	�	Assistant Secretary

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This is one of the Notes of the series issued under the within-mentioned Indenture.

Dated: November�18, 2014

�

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4

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This Note is one of a duly authorized issue of Securities of the Company (the �Notes�), issued and to be issued in one or more series under the Indenture, dated as of November�13, 2013 (as amended and supplemented to date, the �Indenture�), between the Company and The Bank of New York Mellon, as Trustee (the �Trustee�, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal to C$700,000,000.

If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in Sections 12.02 and 12.03 thereof, which provisions apply to this Note.

The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than a majority in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i)�extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii)�reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then outstanding, or (iii)�modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.

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R-1

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The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of C$100,000 and integral multiples of C$1,000 in excess thereof only if (i)�the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Notes or (ii)�the Depository ceases to be a recognized clearing agency under the Securities Act (Ontario) or other applicable Canadian securities legislation and a successor depositary is not appointed by the Company within a reasonable period after becoming aware that the Depositary is no longer so recognized or (iii)�if both Clearstream Banking, soci�t� anonyme and Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, notify the Company that they are unwilling or unable to continue as a clearing system in connection with the Note or (iv)�the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable at the office of Citibank Canada in Toronto, Canada or Citibank N.A. in London, England for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Company will pay additional amounts (�Additional Amounts�) to the beneficial owner of any Note that is a non-United States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a �net payment� on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Note.

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The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1)�through (14)�below.

�

�

(1)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

�

�

(a)

having a relationship with the United States as a citizen, resident or otherwise;

�

�

(b)

having had such a relationship in the past or

�

�

(c)

being considered as having had such a relationship.

�

�

(2)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

�

�

(a)

being treated as present in or engaged in a trade or business in the United States;

�

�

(b)

being treated as having been present in or engaged in a trade or business in the United States in the past or

�

�

(c)

having or having had a permanent establishment in the United States.

�

�

(3)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such terms are defined in the Internal Revenue Code of 1986, as amended):

�

�

(a)

personal holding company;

�

�

(b)

foreign private foundation or other foreign tax-exempt organization;

�

�

(c)

passive foreign investment company;

�

�

(d)

controlled foreign corporation or

�

�

(e)

corporation which has accumulated earnings to avoid United States federal income tax.

�

�

(4)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in a Note as an extension of credit in the ordinary course of its trade or business.

For purposes of items (1)�through (4)�above, �beneficial owner� means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

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�

(5)

Additional Amounts will not be payable to any beneficial owner of a Note that is a:

�

�

(a)

fiduciary;

�

�

(b)

partnership;

�

�

(c)

limited liability company or

�

�

(d)

other fiscally transparent entity

or that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

�

�

(6)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

�

�

(7)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent.

�

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(8)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.

�

�

(9)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later.

�

�

(10)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any:

�

�

(a)

estate tax;

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�

(b)

inheritance tax;

�

�

(c)

gift tax;

�

�

(d)

sales tax;

�

�

(e)

excise tax;

�

�

(f)

transfer tax;

�

�

(g)

wealth tax;

�

�

(h)

personal property tax or

�

�

(i)

any similar tax, assessment, withholding, deduction or other governmental charge.

�

�

(11)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent.

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(12)

Additional amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive.

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(13)

Additional amounts will not be payable if a payment on a Note is reduced as a result of any withholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner of a Note (or any financial institution through which the holder or beneficial owner holds the Note or through which payment on the Note is made) to take any action (including entering into an agreement with the Internal Revenue Service, or a governmental authority of another jurisdiction if the holder is entitled to the benefits of an intergovernmental agreement between that jurisdiction and the United States) or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution), or concerning ownership of the holder or beneficial owner, or any substantially similar requirement or agreement.

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(14)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1)�through (13)�above.

Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government.

As used in this Note, �United States person� means:

�

�

(a)

any individual who is a citizen or resident of the United States;

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�

(b)

any corporation, partnership or other entity created or organized in or under the laws of the United States;

�

�

(c)

any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and

�

�

(d)

any trust if (i)�a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust; or (ii)�it has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

Additionally, �non-United States person� means a person who is not a United States person, and �United States� means the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.

Except as provided below, the Notes may not be redeemed prior to maturity.

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(1)

The Company may, at its option, redeem the Notes if:

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�

(a)

the Company becomes or will become obligated to pay Additional Amounts as described above;

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�

(b)

the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after November�6, 2014 and

�

�

(c)

the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company.

�

�

(2)

The Company may also redeem the Notes, at its option, if:

�

�

(a)

any act is taken by a taxing authority of the United States on or after November�6, 2014, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described above;

�

�

(b)

the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company and

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�

(c)

the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms.

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Any redemption of the Notes as set forth in clauses (1)�or (2)�above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.

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SCHEDULE OF EXCHANGES OF INTERESTS

The following exchanges of a part of this Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Note, have been made:

�

Date of Exchange	��	Amount�of�decrease in�Principal�Amount of this Note	��	Amount�of�increase in�Principal�Amount of this Note	��	Principal�Amount�of this�Note�following such�decrease�(or increase)		�	��	Signature�of Authorized Officer�of Trustee�or Fiscal�Agent
November�18, 2014 (original issuance)					��	C$	700,000,000	��	��
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*	This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note, and, if so used, shall be deemed a part thereof for all purposes.

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Exhibit 4.02

CITIGROUP INC.

And

CITIBANK, N.A.,

As Fiscal Agent, Registrar and Principal Paying Agent

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AGENCY AGREEMENT

C$700,000,000 3.390% Notes due 2021

Dated as of November�18, 2014

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THIS AGREEMENT is made in London as of November�18, 2014, BY

�

(1)	CITIGROUP INC. (the �Issuer�).

�

(2)	CITIBANK, N.A. (�Citibank, N.A.�), which shall act as fiscal agent, registrar and principal paying agent (hereinafter referred to in such respective capacities as �Fiscal Agent�, �Registrar� or as �Principal Paying Agent�, which expressions shall include any successor or successors thereto).

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

WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar and Principal Paying Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto; and

WHEREAS the Issuer wishes to deposit the global notes representing the Notes with The Canadian Depository for Securities Limited (�CDS�) or a nominee therefore.

IT IS HEREBY AGREED as follows:

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1.	DEFINITIONS, INTERPRETATION

The following terms shall, unless the context otherwise requires, have the respective meanings indicated below:

�Agent(s)� means any of the Fiscal Agent, the Registrar and the Principal Paying Agent.

�Conditions� means the terms and conditions of the Notes, as contained in the Global Notes, in the Prospectus Supplement dated November�6, 2014 and the Indenture.

�Global Notes� means the Global Notes in the form of Schedule 1 attached hereto.

�Indenture� means the Indenture dated as of November�13, 2013, as amended and supplemented to date, between the Issuer and The Bank of New York (the �Trustee�).

Terms not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions.

�

2.	APPOINTMENTS

2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar and Principal Paying Agent in respect of the Notes and Global Notes.

2.2 Citibank, N.A. hereby accepts such appointments and the resulting obligations, and agrees to act in such capacities, on the terms and conditions set out in this Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to effect any publication of notices pursuant to the Conditions.

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3.

THE NOTES

3.1 The Notes shall be represented by permanent Global Notes without interest coupons as specified in the Conditions. The Global Notes shall be substantially in the form attached hereto as Schedule 1, with such changes as may be agreed between the Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon, each Global Note. In the event that individual definitive Notes are issued, the parties shall enter into a supplement to this Agreement to provide for the matters set forth herein with regard to such definitive Notes.

3.2 Each Global Note shall be signed manually by a duly authorized officer of the Issuer and dated the Issue Date. Each Global Note shall be authenticated manually by Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered to CDS.

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4.	PAYING AGENCY

4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the �Redemption Account�) on the Business Day such payment is due as set forth in the Notes and Conditions.

The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. If applicable, the Fiscal Agent will, from funds so received from the Issuer, credit to the account of the Paying Agent the amounts of all such payments made by it in accordance with the provisions of this Agreement.

The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made.

4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall forthwith notify immediately the Issuer by telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent�s cost of funding.

4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge in accordance with instructions from the registered holder of the Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Paying Agent to make payment as stated above.

4.4 The Fiscal Agent shall be entitled to make payments net of any taxes or other sums require by applicable law to be deducted.

4.5 In respect of the monies paid to it relating to any Note, the Fiscal Agent

4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer),

4.4.2 shall not be required to account for interest thereon and

4.4.3 shall not hold such monies subject to the United Kingdom�s Financial Conduct Authority�s Client Money Rules,

4.4.4 money held by it need not be segregated except as may be required by applicable law.

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5.	DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES

5.1 On behalf and at the request and expense of the Issuer, the Fiscal Agent shall cause to be published any notices required to be given by the Issuer in accordance with the Conditions.

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5.2 The Issuer shall provide to the Fiscal Agent sufficient copies of all documents required by the Conditions to be available for issue or inspection, and the Fiscal Agent shall make such copies available to Noteholders upon their request.

5.3 The Issuer shall provide the Fiscal Agent with all notices to be issued in connection with the Notes.

�

6.	CANCELLATION OF THE GLOBAL NOTES

6.1 Subject to the terms of the Indenture, promptly upon the Issuer�s request, the Registrar shall take all measures necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated pursuant to the Conditions. The Registrar shall cause any such Notes to be cancelled in accordance with the procedures established for that purpose by CDS, resulting in a reduction in the aggregate amount of the Notes represented by the Global Note by the aggregate amount of the Notes so cancelled.

6.2 On the same day such cancellation is effected, the Registrar shall record such cancellation of Notes on the Register in such a way that the aggregate principal amount of Notes cancelled at any time together with the aggregate principal amount of Notes outstanding and represented by the Global Notes shall equal the aggregate principal amount of Notes originally issued by the Issuer.

6.3 The Registrar shall upon request furnish the Issuer with a notice of cancellation signed by an authorized officer of the Registrar confirming the cancellation of such Notes and the corresponding reduction of the relevant Global Note(s).

�

7.	DUTIES OF THE REGISTRAR

7.1 The Registrar shall maintain the Register in London in accordance with the Conditions. The Register shall show the aggregate amount of Notes represented by the Global Note at the date of issue and all subsequent transfers and exchanges involving a change in such amounts and the names and addresses of the registered holders (each a �Payee�). On the first Business Day after the Record Date for any interest payment on the Notes, the Registrar shall send payment details in respect of the Payees and the Canadian dollar accounts to which transfers should be made to the Fiscal Agent.

7.2 Transfers or exchanges of Notes will be made in accordance with the Conditions, the procedures established for this purpose between CDS and the Registrar, and CDS�s regulations applicable to such transfers or exchanges.

7.3 The Registrar shall at all reasonable times during office hours make the Register available to the Issuer and the Fiscal Agent or any person authorised by either of them for inspection and for the taking of copies thereof or extracts therefrom, and the Registrar shall deliver to such persons such information contained in the Register or relating to the Notes as they may reasonably request.

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8.	DUTIES OF THE TRANSFER AGENT

If and to the extent so specified by the Conditions and in accordance therewith, or if otherwise requested by the Issuer, the Transfer Agent shall make available all relevant forms of transfer, inform the Registrar of the name and address of the relevant person to be inserted in the Register and carry out such other acts as may be necessary to give effect to the Conditions and this Agreement.

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9.	PAYMENTS TO NOTEHOLDERS

9.1 All amounts of principal and interest due in respect of the Notes which are represented by the Global Note (each a �CDS Amount�) shall be paid in Canadian dollars (each a �CAD Payment�), so long as the entire principal amount of the Notes is held in or through CDS.

9.2 The Principal Paying Agent shall, from each CDS Amount received by it, make CAD Payments in accordance with the Conditions.

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10.	CONDITIONS OF APPOINTMENT

10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.

10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent�s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.

10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent�s officers, employees or agents) and arising out of or in connection with such Agent�s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.

10.4 The indemnities above shall survive the termination or expiry of this Agreement.

10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. An Agent may refrain, without liability, from acting pursuant to any instruction if it determines that such instructions is equivocal, conflicting or unclear.

10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.

10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.

10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.

10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.

10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.

�

11.	[ RESERVED]

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12.	CHANGE IN AGENTS

12.1 Each of the Fiscal Agent, Registrar and Principal Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days� written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Each of the Fiscal Agent, Registrar and Principal Paying Agent may at any time resign by giving at least 30 days� written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any due date for payment of any Notes or before a new Fiscal Agent, Registrar and Principal Paying Agent, as the case may be, shall have been appointed by the Issuer as hereinafter provided, and such new Agent shall have accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agent(s).

12.2 The Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before the expiry of any notice under Clause 12.1 above, the Issuer has not appointed a replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment.

12.3 Upon the effectiveness of the appointment of any successor Fiscal Agent, Registrar and Principal Paying Agent, as the case may be, pursuant to Clause 12.1, the Fiscal Agent, Registrar and Principal Paying Agent so removed shall cease to be a Fiscal Agent, Registrar and Principal Paying Agent, as the case may be, hereunder. Prior to the effectiveness of such appointment, the Fiscal Agent, Registrar and Principal Paying Agent shall hold all moneys deposited with it or held by it hereunder in respect of the Notes to the order of the respective successor Fiscal Agent, Registrar and Principal Paying Agent.

�

13.

NOTICES

Notices shall be in writing (including by facsimile) and addressed to the relevant party hereto as follows:

�

(a)	If to the Issuer:

Citigroup Inc.

One Court Square

Long Island City, New York 11120

Attention: Treasury Department

Telephone: 718-248-9076

Telefax: (718) 248-9335

�

(b)	If to the Fiscal Agent, Registrar and Principal Paying Agent:

Citibank, N.A.

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Attn: Agency�& Trust, Bond Desk

Telefax: 44-020-7508-3878

or at any other address of which any of the foregoing shall have notified the others, and shall be deemed to have been given when received by the relevant party.

�

14.	APPLICABLE LAW, PLACE OF JURISDICTION

14.1 This Agreement shall be subject to New York law.

14.2 The exclusive place for all proceedings arising out of this agreement shall be New York.

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15.	MISCELLANEOUS

15.1 The Fiscal Agent agrees to perform its obligations hereunder through its London Branch to the extent that this is necessary or appropriate in order to make payments to CDS or CDS Participants in accordance with the Conditions.

15.2 The Fiscal Agent shall promptly advise the Issuer of any notice, including any notice declaring Notes due, which it may receive pursuant to the Conditions.

15.3 Should any of the provisions of this Agreement be or become invalid, in whole or in part, the other provisions of this Agreement shall remain in force. Invalid provisions shall, according to the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as close as legally possible to that of the invalid provisions.

15.4 This Agreement may be signed in two or more counterparts.

15.5 Terms not defined in this Agreement shall have the meanings ascribed to them in the Conditions, as the case may be.

Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited the United States of America or any jurisdiction forming a part of it and England�& Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

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16.	WHOLE AGREEMENT

�

16.1

This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

�

16.2	Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

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16.3

So far as is permitted by law and except in the case of fraud, each Party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).

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16.4	In Clauses 16.1 to 16.3 �this Agreement� includes any fee letter referred to in Clause 10.1 of this Agreement and all documents entered into pursuant to this Agreement.

[remainder of page intentionally left blank]

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This Agreement has been entered into effective the date stated at the beginning hereof.

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CITIGROUP INC.

/s/ Le Roy Davis

Le Roy Davis, Assistant Treasurer

CITIBANK, N.A.

/s/ Stuart Sullivan

�

8

Exhibit 5.01

November�18, 2014

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Ladies and Gentlemen:

I am an Assistant General Counsel�Capital Markets of Citigroup Inc., a Delaware corporation (the �Company�). I refer to the offering of C$700,000,000 3.390% Notes due November�18, 2021 of the Company (the �Securities�) pursuant to the Registration Statement on Form S-3 (No. 333-192302) (the �Registration Statement�) and the prospectus dated November�13, 2013, as supplemented by the prospectus supplement dated November�6, 2014 (together, the �Prospectus�). The Securities were issued pursuant to the senior debt indenture dated as of November�13, 2013, as amended (the �Indenture�), between the Company and The Bank of New York Mellon (the �Trustee�).

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.

Upon the basis of the foregoing, I am of the opinion that the Securities have been validly authorized and are validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors� rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law).

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Citigroup Inc.

Page 2

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My opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution).

I consent to the filing of this opinion as Exhibit 5.01 to the Company�s Current Report on Form 8-K dated November�18, 2014 and to the reference to my name in the Prospectus under the heading �Legal Matters.� In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section�7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

�

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