EX-4.34



 Exhibit 4.34 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (DTC) TO ITS NOMINEE OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 

 

					
	 REGISTERED
 NO. 
	 		  	 STATED PRINCIPAL
 AMOUNT

$[            ]

CUSIP: [    ]


 CITIGROUP GLOBAL MARKETS HOLDINGS INC. 

MEDIUM-TERM SENIOR NOTE, SERIES N 

PAYMENTS DUE FROM CITIGROUP GLOBAL MARKETS HOLDINGS INC. 

FULLY AND UNCONDITIONALLY GUARANTEED 

BY CITIGROUP INC. 
 [TITLE OF
SECURITIES] 
 CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly organized and existing under the laws of the State of New York
(herein referred to as the “Company”), for value received, hereby promises to pay and/or deliver to CEDE & CO. or registered assigns (a) on the Maturity Date specified in the pricing supplement attached hereto and delivered herewith
(together with the related prospectus supplement(s) and base prospectus, the “Related Prospectus”) (or on such earlier date or dates as may be provided in the Related Prospectus), the amount in cash and/or the number of securities, as
applicable, due with respect to the stated principal amount then outstanding, as provided in the Related Prospectus, in the currency specified in the Related Prospectus, and (b) if applicable, on each Interest Payment Date (or any other date
specified in the Related Prospectus), the amount of interest or any other amount due on the stated principal amount then outstanding, as described in the Related Prospectus. 

The cash amounts payable hereon are payable by the Company in the currency specified in the Related Prospectus. If other than U.S. dollars,
the Company will arrange for payments in respect hereof to be made as described in the Related Prospectus. 
 The payments and/or deliveries
due on this Note are fully and unconditionally guaranteed by Citigroup Inc. (the “Guarantor”). 

  
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 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF
AND IN THE RELATED PROSPECTUS. THE PROVISIONS SET FORTH ON THE REVERSE HEREOF AND IN THE RELATED PROSPECTUS ARE INCORPORATED HEREIN AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS NOTE. 

This Note shall not become valid or obligatory for any purpose unless and until this Note has been authenticated by Citibank, N.A., or its
successor, as authentication agent. 

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

  

							
	Dated: [                    ]	 		 		 	
			
		 		 	CITIGROUP GLOBAL MARKETS HOLDINGS INC.
				
		 		 	By	 	  

		 		 		 	Authorized Officer
				
	[Seal]	 		 		 	
		 		 	Attest	 	  

		 		 		 	Assistant Secretary


  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein issued under the Indenture described herein. 

Dated: [                     ] 

 

			
	CITIBANK, N.A., as authentication agent
		
	 By
	 	  

		 	 Authorized Signatory




  
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 (REVERSE OF SECURITY) 

CITIGROUP GLOBAL MARKETS HOLDINGS INC. 

MEDIUM-TERM SENIOR NOTE, SERIES N 

PAYMENTS DUE FROM CITIGROUP GLOBAL MARKETS HOLDINGS INC. 

FULLY AND UNCONDITIONALLY GUARANTEED 

BY CITIGROUP INC. 
 General 

This Note is one of a series of duly authorized debt securities of the Company (the “Securities”) issued or to be issued in one or
more series under an indenture, dated as of                 , 2016, as such indenture may be amended from time to time (the “Indenture”), between the Company,
the Guarantor and The Bank of New York Mellon (the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
payments and/or deliveries due on the Securities are fully and unconditionally guaranteed by the Guarantor. 
 The Notes are in registered
form without coupons. The authorized denominations of the Notes are as specified in the Related Prospectus. 
 Each Note will be issued
initially as a book-entry Note, and will not be exchangeable for certificated or definitive Notes, except as otherwise provided in the Indenture or specified in the Related Prospectus. 

If this Note is an amortizing Note, as indicated in the Related Prospectus, a portion or all the stated principal amount of the Note is
payable prior to the Maturity Date in accordance with a schedule, by application of a formula, or by reference to a measure specified in the Related Prospectus. 

If the holder of this Note may receive securities or other non-cash payment at Maturity of this Note (or earlier if and to the extent so
provided in the Related Prospectus), such payment will be calculated and paid in accordance with the terms and conditions specified in the Related Prospectus. 

All other terms and conditions of this Note, including, but not limited to, the applicability of any survivor’s option, optional interest
rate reset, renewable maturity, extension of the Maturity Date or optional redemption, repayment or repurchase, will be as described in the Related Prospectus. 

Other Terms 
 As provided in the Indenture
and subject to certain limitations therein set forth, when this Note is presented to the Registrar with a request to register the transfer of this Note or 

  
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to exchange this Note for an equal stated principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided that this Note shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar, duly executed by the holder thereof or such holder’s
attorney duly authorized in writing. All Securities issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as this Note. 

No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar governmental charges payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Article
Four of the Indenture). 
 Prior to the due presentation for registration of transfer of this Note, the Company, the Guarantor, the Trustee,
the Paying Agent or the Registrar may deem and treat the holder hereof as the absolute owner hereof for the purpose of receiving payment of principal of and interest hereon and for all other purposes whatsoever, whether or not this Note is overdue,
and none of the Company, the Guarantor, the Trustee, the Paying Agent or the Registrar or the Security Custodian shall be affected by notice to the contrary. 

If an Event of Default with respect to the Notes shall have occurred and be continuing, the amount described in the Related Prospectus may be
declared due and payable in the manner and with the effect provided in the Indenture. 
 If (i) this Note shall become mutilated and be
surrendered to the Trustee at the Corporate Trust Office or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of this Note, and there is delivered to the Company and the Trustee security and
indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the Company nor the Trustee has received notice that this Note has been acquired by a protected purchaser, then the Company shall execute and upon Company
Request the Trustee shall authenticate and deliver, in exchange for or in lieu of this Note, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. In case this
Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay the amount due on this Note in accordance with its terms. Upon the issuance of any new Security under this
paragraph, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in respect thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

The Indenture permits, with certain exceptions as therein provided, the Company, the Guarantor and the Trustee to enter into, from time to
time and at any time, an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the rights of the
holders of the Securities to be affected, with the consent of the holders of not less than a majority in aggregate principal amount of Outstanding Securities that are affected thereby, 

  
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such affected Outstanding Securities within each series voting separately from any other series. The Indenture also contains provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding, on behalf of the holders of all the Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past
Defaults under the Indenture and their consequences, as more fully described in the Indenture. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and
of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon the Security. 

Holders of this Note may not enforce their rights pursuant to the Indenture or this Note except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company or the Guarantor, which is absolute and unconditional, to pay and/or deliver the amount(s) due on this Note at
the times, place and rate, and in the coin or currency, herein prescribed. 
 This Note shall be governed by and construed in accordance
with the laws of the State of New York. 
 All terms used in this Note that are defined in the Indenture shall have the meanings assigned to
them in the Indenture, and all terms used in this Note that are defined in the Related Prospectus shall have the meanings assigned to them in the Related Prospectus. In the event of any inconsistency between the definitions in the Indenture and
the definitions in the Related Prospectus, the Related Prospectus shall govern. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations: 
  

													
	TEN COM	  	-as tenants in common	  		  	UNIF GIFT MIN ACT	  	  
	 	Custodian	 	  

	TEN ENT	  	-as tenants by the entireties	  		  		  	(Cust)	 		 	(Minor)
	JT ENT	  	-as joint tenants with right of survivorship and not as tenants in common	  		  		  	 Under Uniform Gifts to Minors Act

		  		  		  		  	  

		  		  		  		  		 	(State)	 	

 Additional abbreviations may also be used though not in the above list 

  
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 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

Please insert Social Security or Other 

Identifying Number of Assignee 
  

											
	  

	
	  

	Please Print or Type Name and Address Including Zip Code of Assignee
	
	  

	the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	
	                                    
                                         
   attorney to transfer such Note on the books of Citigroup Global Markets Holdings Inc. with full power of substitution in the premises.


 

							
				
	Dated:
                                         
                       	 		 		 	  

				
		 		 		 	Signature
				
		 		 		 	  

		 		 		 	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every particular, without alteration or enlargement or any change whatsoever.


  
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