Exhibit 1.1

CITIGROUP INC.

Medium-Term Senior Notes, Series H

GLOBAL SELLING AGENCY AGREEMENT

December 20, 2012
New York, New York

To the Agents listed on Schedule I hereto

Ladies and Gentlemen:

Citigroup Inc., a Delaware corporation (the “ Company ”), confirms its agreement with each of you (each, an “ Agent ”) with respect to the issue and sale by the Company of its Medium-Term Senior Notes, Series H (the “ Notes ”), in fully registered form only. The Notes may be denominated in U.S. dollars, foreign currencies or composite currencies (the “ Specified Currency ”) and will have the interest rates, maturities, redemption provisions and other terms as may be specified in the applicable supplements to the MTN Prospectus (as defined below).

The Notes will be issued under an indenture (as supplemented, the “ Indenture ”), dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation formerly known as American Can Company (“ old Primerica ”), and The Bank of New York, as trustee (the Trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of December 15, 1988, among old Primerica, Primerica Holdings, Inc. (“ Holdings ”) and the Trustee; the Second Supplemental Indenture, dated as of January 31, 1991, between Holdings and the Trustee; the Third Supplemental Indenture, dated as of December 9, 1992, between the Company and the Trustee; the Fourth Supplemental Indenture, dated as of November 2, 1998, between the Company and the Trustee; the Fifth Supplemental Indenture, dated as of August 2, 2004, between the Company and the Trustee; and the Sixth Supplemental Indenture, dated as of the date hereof, between the Company and the Trustee.

The Notes will be issued, and the terms thereof established, in accordance with the Indenture 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 and Citigroup Global Markets Inc. (the “ Lead Agent ”), with notice to the Trustee.

Unless otherwise specified herein, any reference to “Rule [ number ]” shall mean a rule under the Securities Act of 1933, as amended (the “ Securities Act ”). As used herein, the term “ Registration Statement ” shall mean the shelf registration statement on Form S-3 under the Securities Act (File No. 333-172562) prepared by the Company and filed with the Securities and Exchange Commission (the “ Commission ”), including exhibits and financial statements but excluding all Forms T-1, and any prospectus, prospectus supplement, product 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 (as defined below) and, in the event any post-effective amendment thereto or any Rule 462(b) registration statement becomes effective prior to the applicable Time of Sale or Settlement Date (each, as defined in Section 1(c) below), shall also mean such registration statement as so amended or such Rule 462(b) registration statement; the term “ MTN Prospectus ” shall mean (i) the base prospectus dated May 12, 2011, filed by the Company with the Commission under Rule 424(b) on May 16, 2011, and (ii) the prospectus supplement related to the Notes dated December 20, 2012, filed by the Company with the Commission pursuant to Rule 424(b) on December 20, 2012; the term “ Final Prospectus ”, with respect to a series of Notes, shall mean (w) the MTN Prospectus, (x) any applicable product supplement filed by the Company with the Commission pursuant to Rule 424(b), (y) the applicable final pricing supplement first filed with the Commission pursuant to Rule 424(b) after the applicable Time of Sale (the “ Final Supplement ”), and (z) any other applicable supplement to the MTN Prospectus (except a Preliminary Prospectus); the term “ Preliminary Prospectus ”, with respect to a series of Notes, means any applicable preliminary prospectus supplement or preliminary pricing supplement which is used prior to the filing of the applicable final prospectus supplement or final pricing supplement; and the term “ Disclosure Package ” shall mean (a) the MTN Prospectus, as amended and supplemented most recently prior to the Time of Sale, (b) any applicable product supplement filed with the Commission pursuant to Rule 424(b) most recently prior to the Time of Sale, (c) any applicable Preliminary Prospectus used most recently prior to the Time of Sale, (d) any applicable Final Term Sheet (as defined in Section 4(g) below), (e) if no applicable Final Term Sheet, the final terms of the Notes set forth in the applicable Final Supplement, and (f) any applicable issuer free writing prospectus, as defined in Rule 433 (each an “ Issuer Free Writing Prospectus ”), filed with the Commission under Rule 433 prior to the Time of Sale.

Any reference herein to the Registration Statement, the MTN Prospectus, any Preliminary Prospectus or the Final Prospectus 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 Securities 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 MTN Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the MTN Prospectus, any Preliminary Prospectus or the Final Prospectus 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 MTN Prospectus, any Preliminary Prospectus or the Final Prospectus, 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. In the event that the Lead Agent does not participate in the offer and sale of any series of Notes, the participating Agent will be treated as the Lead Agent in connection with such offer and sale.

1.                   Representations and Warranties . The Company represents and warrants to, and agrees with, each of you as set forth below:

(a)                 The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission the Registration Statement, 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 Registration Statement, including any amendments thereto filed prior to the date of this Agreement, has been declared effective by the Commission. The Company has filed with the Commission pursuant to Rule 424(b) the MTN Prospectus relating to the Notes and the plan of distribution thereof. As filed, such MTN Prospectus contained all information required by the Securities Act and the rules thereunder; provided that the terms of a particular offering of the Notes will be set forth in a Preliminary Prospectus, if any, and a Final Prospectus, each of which the Company will file with the Commission in accordance with Rule 424(b) and each of which shall contain all information required by the Securities Act and the rules thereunder. 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 Disclosure Package and the Final 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 Disclosure Package or the Final 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 MTN Prospectus was first filed in accordance with Rule 424(b) and on the date hereof (the “Commencement Date”), the MTN Prospectus did, and on the date of delivery of and payment for a particular issue of Notes (the “ Settlement Date ”), the Final Prospectus 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) and on the Settlement Date, the Final Prospectus 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 makes 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, the MTN Prospectus or the Final Prospectus 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, the MTN Prospectus or the Final Prospectus (and any supplement thereto);

(d)                As of the Time of Sale, the Disclosure Package 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;

(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)), the Company 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 by reference and any prospectus supplement, product 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 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 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); the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms (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); the Indenture conforms to the description thereof in the MTN Prospectus, as amended or supplemented to relate to such issuance of Notes; and this Agreement and any Terms Agreement (as defined in Section 2(b) below) has been duly authorized, and any written Terms Agreement has been duly executed and delivered, by the Company;

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

(i)                  (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, 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;

(B)               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 Company 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), prospects, earnings, business or properties of the Company 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).

(i)      None of the execution and delivery of this Agreement or the Indenture, the issue and sale of the Notes, or the consummation of any other of the transactions herein or therein contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clauses (ii) and (iii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be likely to have a Material Adverse Effect;

(j)      Neither the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the material terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except as would not have and would not reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect;

(k)                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 or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), or (ii) could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(l)                  The Company is not and, after giving effect to each offering and sale of the Notes and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”);

(m)              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 by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(n)                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;

(o)                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 currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of any offering of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

(p)                The interactive data in the eXtensible Business Reporting Language included as an exhibit to 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.

Any certificate signed by any officer of the Company and delivered to the Agents or counsel for the Agents in connection with the offering of the Notes shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Agent.

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 Company’s 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 a particular issuance of Notes may be offered and sold by the Agents (each period, commencing with such a notification and ending at the earlier of the Settlement Date for such Notes and 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 ”). 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 MTN 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.

If the Company defaults in its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company 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 (or through one of its affiliates) 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 Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company 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 by you in the net amount due 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 at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). 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.

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 agrees 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) with respect to a particular offering of Notes, prior to amending or supplementing either the Registration Statement or the MTN Prospectus, the Company will furnish the Agents participating in such offering 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, a prospectus supplement, product supplement or pricing supplement relating to the Notes (each, a “ 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 will promptly cause each amendment of or supplement to the MTN Prospectus to be filed with the Commission pursuant to Rule 424(b). If the MTN Prospectus is amended or supplemented (other than by a 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 with respect to a particular offering of Notes, the Company will promptly advise each Agent participating in such offering of (i) the filing of any amendment or supplement to the MTN Prospectus (other than a 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 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 the 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 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 will use its 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 its 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 Final Prospectus 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 will comply with all requirements imposed upon it 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 MTN Prospectus. If during such period any event occurs as a result of which the MTN 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 during such period it is necessary to amend or supplement the Registration Statement or the MTN 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 promptly will amend or supplement the Registration Statement or the MTN Prospectus or file a new registration statement (at the expense of the Company) so as to correct such statement or omission or effect such compliance and will use its 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 MTN 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, the Company shall not 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 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 Company will comply, in a timely manner, with all applicable requirements under the Exchange Act relating to the filing with the Commission of the Company’s reports pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and, if then applicable, of the Company’s proxy statements pursuant to Section 14 of the Exchange Act.

(e)                 The Company will use its 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 an issue of Notes may reasonably designate in connection with the offer and sale of such issue 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 issue of Notes, to arrange for the determination of the legality of the Notes for purchase by institutional investors, except that the Company shall not 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 will furnish to the Agents and counsel for the Agents, without charge, signed copies of the Registration Statement (including exhibits thereto) and the MTN 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 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)                The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior consent of the Lead Agent, 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 with the Commission or retained by the Company under Rule 433; provided that the prior consent of the Lead Agent shall be deemed to have been given in respect of any Final Term Sheet. Any such free writing prospectus consented to by the Lead Agent is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company 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 Company 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 Company with the Commission or any national securities exchange. The Company 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 Commission’s internet website, www.sec.gov (or any other website of which the Company notifies such Agent), and (ii) such Agent has been notified by the Company that such reports and financial statements have been filed with the Securities and Exchange Commission.

(j)                  The Company shall, whether or not any sale of Notes is consummated or this Agreement is terminated, pay all expenses incident to the performance of its 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 MTN Prospectus, any Preliminary Prospectus, Final Term Sheets or Issuer Free Writing Prospectuses, all amendments thereof and supplements thereto, the Indenture, 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 Trustee; 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 Industry Regulatory Authority, Inc. (“ FINRA ”); the reasonable fees and disbursements of Cleary Gottlieb Steen & Hamilton LLP, as counsel for the Agents, and/or other counsel reasonably satisfactory to the Lead Agent and the Company; and such other expenses, including, without limitation, advertising expenses as may be agreed upon by the Agents and the Company; 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 and/or other counsel to you shall not be paid by the Company.

(k)                During the term of this Agreement, the Company shall furnish to each Agent such relevant documents and certificates of officers of the Company relating to the business, operations and affairs of the Company, the Registration Statement, the MTN Prospectus, any Preliminary Prospectus, Final Term Sheet and Issuer Free Writing Prospectus, any amendments thereof or supplements thereto, the Indenture, the Notes, this Agreement, the Procedures, any Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as the Agents may from time to time reasonably request.

(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 Final Prospectus, the Company will use its 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 MTN Prospectus are amended or supplemented (other than by filing with the Commission: (i) a 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 will deliver or cause to be delivered forthwith to the Agents a certificate of the Company, signed by 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, the Deputy 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 MTN 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 MTN Prospectus, as amended and supplemented as of the date of such certificate.

(n)                Each time the Registration Statement or the MTN Prospectus are amended or supplemented (other than by filing with the Commission: (i) a 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 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 Company, or, in connection with the filing of the Company’s Annual Report on Form 10-K, Cleary Gottlieb Steen & Hamilton LLP, or in either case, other counsel for the Company 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 MTN Prospectus, as amended and supplemented as of the date of such letter).

(o)                Each time that the Registration Statement or the MTN Prospectus are amended or supplemented to set forth amended or supplemental financial information (other than by filing with the Commission: (i) a 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 Company 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 MTN 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 Company; provided , however , that if the Registration Statement or the MTN 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 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 MTN 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 MTN Prospectus, the Company shall have instructed the Agents to suspend solicitation of offers to purchase the Notes in each Agent’s capacity as agent of the Company and no Agent then holds any Notes acquired by it as principal pursuant to a Terms Agreement, the Company shall not 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 that it will comply with all relevant selling restrictions included in any Preliminary Prospectus and the Final Prospectus provided to such Agent prior to the Time of Sale for each series of Notes such Agent offers or sells.

5.                   Conditions to the Obligations of the Agents . Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s 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 herein contained, to the accuracy of the statements of the officers of the Company made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s 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 MTN Prospectus, any Preliminary Prospectus and the Final 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), prospects, earnings, business or properties of the Company 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) 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 Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company 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 Company’s 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 Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final 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 Company’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) 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, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company or the applicable rating organization 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 shall have furnished to the Agents such customary opinion or opinions of the Associate General Counsel – Capital Markets & Corporate Reporting of the Company (or other counsel for the Company 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 Company (or other counsel for the Company 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 and the Company), 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 shall have furnished to the Agents a certificate of the Company signed by 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, the Deputy 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 MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company 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 has complied in all material respects with all the respective agreements and satisfied all the conditions on its 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 his/her knowledge, has been threatened or communicated by the Commission to the Company as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Company and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), 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 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 agrees 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 against any and all losses, claims, damages or liabilities (collectively, “Losses”), 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 (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 MTN Prospectus, any Preliminary Prospectus, the Final Prospectus, any Final Term Sheet, any Issuer Free Writing Prospectus or any Disclosure Package, 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 or action; provided , however , that the Company will not be liable in any such case to the extent that any such Loss 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 by any Agent specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)                Each Agent severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to written information relating to such Agent furnished to the Company 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 party’s choice at the indemnifying party’s 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 party’s 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 (A) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(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 and the Agents severally agree to contribute to the aggregate Losses (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the Company 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 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 and the Agents severally and not jointly shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company 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 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 applicable Final Prospectus. 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 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 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 within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, 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 the Company 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, 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, 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 Notes relating thereto has not occurred, the representations and warranties of the Company stated in Section 2 and the Company’s 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 or its 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 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, will be delivered or sent by mail or transmitted by any standard form of telecommunication and confirmed to it at 153 E. 53 ^rd Street, 6 ^th Floor, New York, New York 10043, Attention: Deputy Treasurer (fax no.: (212) 793-5629), with a copy to Citigroup Inc., One Court Square, 45 ^th 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.

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 hereby acknowledges that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 and (iii) the Company’s 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, the Company 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 on related or other matters). The Company agrees that it 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, 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 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 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 definition of “Registration Statement” in the fourth paragraph hereof 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 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 and you.

Very truly yours,

CITIGROUP INC.

By: /s/Joseph Bonocore
Name: Joseph Bonocore
Title: Deputy Treasurer

The foregoing
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
     Name: Jack D. McSpadden
      Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED

By: /s/Suzanne Buchta
        Name: Suzanne Buchta
        Title: Managing Director

UBS FINANCIAL SERVICES INC.

By: /s/Jorge Ramirez
      Name: Jorge Ramirez
      Title: Executive Director

By: /s/Kjeld Engberg
      Name: Kjeld Engberg
      Title: Director

WELLS FARGO SECURITIES, LLC

By: /s/Cary Immesocte
      Name: Cary Immesocte
      Title: Managing Director

Schedule I

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

Merrill Lynch, Pierce, Fenner &
   Smith Incorporated
50 Rockefeller Plaza
NY1-050-12-02
New York, New York 10020
Attn: High Grade Transaction Management

UBS Financial Services Inc.
1285 Avenue of the Americas, Ninth Floor
New York, New York 10019

Attention: Structured Solutions Development

Wells Fargo Securities, LLC
Attention: Don Brudie

375 Park Avenue

New York, New York 10152

EXHIBIT A

CITIGROUP INC.

Medium-Term Senior Notes, Series H
Administrative Procedures

December 20, 2012

The Medium-Term Senior Notes, Series H (the “ Notes ”) of Citigroup Inc. (the “ Company ”) are to be offered on a continuing basis. The Notes are being sold pursuant to a Global Selling Agency Agreement among the Company and the agents named therein (the “ Agents ”) dated the date hereof (the “ Agency Agreement ”). Each of the Agents has agreed to solicit purchases of Notes issued in fully registered form only. An Agent will not be obligated to purchase Notes for its own account. The Notes have been registered with the U.S. Securities and Exchange Commission (the “ Commission ”). The Bank of New York Mellon is the successor trustee (the “ Trustee ”) under the Indenture, dated as of March 15, 1987, under which the Notes will be issued (as amended, the “ Indenture ”). The 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 Agency Agreement provides that Notes may also be purchased by an 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 and the Agent acting as principal.

Each Note will be represented by a Global Security (as defined hereinafter). Each Global Security representing Notes will be delivered to Citibank, N.A., 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 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, except in the circumstances described in the MTN Prospectus.

The procedures to be followed during, and the specific terms of, the solicitation of orders by an 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 Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee is to communicate regarding orders to purchase Notes and the details of their delivery. The term “ Trustee ” as used in these procedures means the Trustee and any other agents appointed by the Trustee or the Company.

Administrative procedures and specific terms of the offering of the Notes are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth herein, as adjusted in accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined in the Indenture, the Agency Agreement, the Notes or the Final Prospectus 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 Indenture, DTC’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agency Agreement shall control.

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. (the “ DTC Agent ”) will perform the custodial, document control and administrative functions described below for the Notes. Citibank, N.A. will perform such functions in accordance with its respective obligations under a MTN 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 DTC’s Same-Day Funds Settlement system (“ SDFS ”).

EXHIBIT B

FORM OF TERMS AGREEMENT

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

Subject in all respects to the terms and conditions contained in the Global Selling Agency Agreement dated December 20, 2012 (the “ Global Selling Agency Agreement ”), among Citigroup Inc. and the Agents named therein, the undersigned agrees to purchase the following Notes of Citigroup Inc.:

Terms of the Notes: As described in the [Preliminary Prospectus/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 or their respective officers or a letter from the Company’s 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 INC.


By:_________________________

EXHIBIT C

FORM OF AGENT ACCESSION CONFIRMATION – PROGRAM

To: [Name and address of new Agent]

[date]

Citigroup Inc.
Series H Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated December 20, 2012 (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 INC.

By:
Name:
Title:

EXHIBIT D

FORM OF AGENT ACCESSION LETTER – PROGRAM

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

[date]

Citigroup Inc.
Series H Medium-Term Note Program

Ladies and Gentlemen:

We refer to the Global Selling Agency Agreement dated December 20, 2012, entered into in respect of the above Medium-Term Note Program and made among Citigroup Inc. (the “ Company ”) 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 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.

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: