Citigroup FundingInc IRSH Notice of Substitution

  Citigroup FundingInc (IRSH) - Notice of Substitution

RNS Number : 2488S
Citigroup Funding Inc
28 November 2012

                                                              28 November 2012

                          - NOTICE OF SUBSTITUTION -

                                 relating to



                            CITIGROUP FUNDING INC.

                                 (as Issuer)


                                in respect of

                         each Series of Notes issued

                                  under the

  CITI U.S.$10,000,000,000 Structured Note Programme and listed on the Irish
                                Stock Exchange


                         Guaranteed by Citigroup Inc.


Notice is  hereby given  to the  holders of  each Series  of Notes  issued  by 
Citigroup Funding  Inc. (CFI)  under the  CITI U.S.$10,000,000,000  Structured 
Note Programme and listed as  at the date hereof  on the Irish Stock  Exchange 
and which are guaranteed by Citigroup Inc. (Citigroup) as follows:

Announcement of merger of CFI into Citigroup

With effect on and from  11.58 p.m. (New York time)  on 31 December 2012  (the 
Merger Effective  Time)  CFI  will  be merged  with  and  into  Citigroup  and 
Citigroup will be the surviving corporation.

CFI is a wholly-owned direct subsidiary of Citigroup, which issues  commercial 
paper and  medium-term  notes,  all  of which  are  guaranteed  by  Citigroup. 
Citigroup is a  global diversified  financial services  holding company  whose 
businesses provide consumers, corporations, governments and institutions  with 
a broad range of  financial products and  services. The merger  is part of  an 
ongoing corporate  simplification  process  to centralise  the  debt  issuance 
platforms of Citigroup and its subsidiaries.

CFI and  Citigroup  are both  corporations  incorporated in  Delaware,  United 
States. The merger will be effected in accordance with the General Corporation
Law of the State of Delaware. The board of directors of Citigroup has passed a
resolution dated 18 June  2012 authorising the merger  and Citigroup (as  sole 
shareholder of CFI) has provided its consent. Pursuant to such  authorisation, 
the merger  will  become effective  at  the time  (which  will be  the  Merger 
Effective Time) specified in a Certificate of Ownership and Merger which  will 
be filed with the office  of the Secretary of State  of Delaware prior to  the 
Merger Effective Time.

The Notes

Citigroup will be substituted for CFI as Issuer in respect of all of the Notes
which are outstanding immediately  prior to 11.58 p.m.  (New York time) on  31 
December 2012 pursuant to  the Terms and Conditions  thereof. No other  change 
will be made to the Terms and Conditions of the Notes.

Accordingly, with effect on and from the Merger Effective Time, the Terms  and 
Conditions of the Notes and the final terms relating to each such Series shall
be read and construed as if all  references therein to CFI as the Issuer  were 
references to Citigroup as the Issuer.

Prior to the  Merger Effective Time,  CFI and Citigroup  will comply with  the 
conditions set out  in the Terms  and Conditions of  the Notes, the  condition 
requiring the Issuer to give notice to holders of the date of the substitution
being satisfied by the delivery of this Notice.

Copies of any agreements or deeds entered into in relation to the substitution
as described above, will be available  for inspection at the specified  office 
of the Paying Agent in London and the Listing Agent (as specified below).

The final  terms relating  to the  Notes and  this Notice  shall be  read  and 
construed together as one document.

CFI and Citigroup accept responsibility for the information contained in  this 






Citibank, N.A., London office Arthur Cox Listing Services Limited

      Citigroup Centre                 Earlsfort Centre

        Canada Square                  Earlsfort Terrace

        Canary Wharf                       Dublin 2

       London E14 5LB                       Ireland

       United Kingdom


 This announcement has been issued through the Companies Announcement Service
                          the Irish Stock Exchange.


                     This information is provided by RNS
           The company news service from the London Stock Exchange


ISEBKFDPPBDDNDB -0- Nov/28/2012 15:55 GMT
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