Eleventh Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc.



 Exhibit 4.3 

CITIGROUP INC. 
 and 

THE BANK OF NEW YORK MELLON 

ELEVENTH SUPPLEMENTAL INDENTURE 

Dated as of May 18, 2016 

Supplemental to Indenture dated as of July 23, 2004 

providing for the issuance of Junior Subordinated Debt Securities 







 ELEVENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 (this “Eleventh
Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the
“Trustee”) under the Indenture dated as of July 23, 2004 (as supplemented, the “Indenture”). 

WHEREAS, pursuant to Section 9.1(8) of the Indenture, the Company and the Trustee may enter into a supplemental indenture to supplement
any provision in the Indenture; 
 WHEREAS, the Company desires to enter into this Eleventh Supplemental Indenture and hereby requests that
the Trustee enter into the same; 
 WHEREAS, all acts and requirements necessary to make this Eleventh Supplemental Indenture the legal,
valid and binding obligation of the Company have been done; 
 NOW, THEREFORE, the Company and the Trustee agree as follows: 

ARTICLE ONE 
 Modifications 

Section 1.01. Section 7.4(1) of the Indenture is hereby amended and restated to read as follows: 

“file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports which the Company may be required to file with the Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions
of any of the foregoing as the Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with
the Trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of
the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations, in each case only in the event such report, information or document is not
publicly available on the website of the Commission and only to the extent required by the Trust Indenture Act and related rules and regulations prescribed by the Commission.”

ARTICLE TWO 
 Miscellaneous 

Section 2.01. The Trustee accepts the trusts created by this Eleventh Supplemental Indenture upon the terms and conditions set forth in
the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Eleventh Supplemental Indenture or the due execution
hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. 

Section 2.02. Capitalized terms used but not defined in this Eleventh Supplemental Indenture shall have the meanings given to such terms
in the Indenture. 
 Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. 
 Section 2.04. This Eleventh Supplemental
Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute but one and the same instrument. 







 IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has
caused this Eleventh Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of May 18th, 2016. 
  

			
	CITIGROUP INC.
		
	By:	 	/s/ Joseph Bonocore
	Name:	 	Joseph Bonocore
	Title:	 	Deputy Treasurer


  

			
	THE BANK OF NEW YORK MELLON
		
	By:	 	/s/ Laurence J. O’Brien
	Name:	 	Laurence J. O’Brien
	Title:	 	Vice President