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Citigroup Inc. Announces T-DECS Adjustments To Result From Common Dividend And Final Settlement Of T-DECS On December 17, 2012

Citigroup Inc. announced the declaration by its Board of Directors of a dividend of $0.01 per share of common stock payable on November 21, 2012 to holders of record on November 5, 2012. Effective on the payment of this dividend, an adjustment will be made to the settlement rates and certain other terms of Citi's T-DECS, as set forth below. No adjustment will be made to the terms of Citi's warrants or convertible preferred stock because the amount of the dividend to be paid is less than the threshold amount required for an adjustment.

Pursuant to the terms of the T-DECS, on December 17, 2012, Citi will deliver shares of its common stock in settlement of the prepaid stock purchase contract component of each outstanding T-DECS The number of shares of Citi common stock to be delivered per T-DECS will be based on the applicable market value of Citi’s common stock, which will be determined by averaging the daily volume weighted average prices of the common stock during the period from November 14 to December 12, 2012, inclusive. No additional consideration will be required from holders of the T-DECS in connection with the mandatory settlement of the purchase contracts.

The subordinated amortizing note component of the T-DECS also will mature on December 17, 2012, and no T-DECS will remain outstanding after that date.

You should refer to the T-DECS Prospectus dated December 16, 2009 and the related Current Report on Form 8-K filed on December 24, 2009 for the definitions of the terms below and for other relevant provisions of the T-DECS.

             
      Prior to November 21     From November 21
Minimum Settlement Rate     2.5444     2.5451
Maximum Settlement Rate     3.1804     3.1813
Reference Price     $ 31.44     $ 31.43
Threshold Appreciation Price     $ 39.30     $ 39.29
       

Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

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