Terms Agreement (2017)Full Document 

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TERMS AGREEMENT

October 23, 2017

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the "Company"), proposes to issue and sell US $1,750,000,000 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., BMO Capital Markets Corp., Capital One Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc., RBS Securities Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, UBS Securities LLC, UniCredit Capital Markets LLC, Academy Securities, Inc., Bank of China Limited, London Branch, Barclays Capital Inc., BBVA Securities Inc., BNY Mellon Capital Markets, LLC, C.L. King & Associates, Inc., CastleOak Securities, L.P., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Imperial Capital, LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Mizuho Securities USA LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities, LLC, Siebert Cisneros Shank & Co., L.L.C. and SMBC Nikko Securities America, 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 99.341% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be October 27, 2017, 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 following terms:

Title: 2.700% Senior Notes Due 2022
Maturity: October 27, 2022
Interest Rate: 2.700% per annum
Interest Payment Dates: The 27th of each April and October, commencing April 27, 2018
Initial Price to Public: 99.666% of the principal amount thereof, plus accrued interest, if any, from October 27, 2017
Optional Redemption Provisions: In whole at any time or in part from time to time, on or after April 27, 2018 and prior to September 27, 2022, at a redemption price equal to the sum of (i)


100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the Prospectus dated August 4, 2017 (the "Prospectus")), if any, with respect to such Securities. The Reinvestment Rate (as defined in the Prospectus) will equal the Treasury Yield defined therein calculated to September 27, 2022, plus 0.150%.

In whole, but not in part, on or after September 27, 2022 at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

In whole at any time, but not in part, at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest thereon to, but excluding, the date of redemption, upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus.

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