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CITIGROUP INC.
ETHICS AND CULTURE COMMITTEE CHARTER
As of July 16, 2014

Mission

The Ethics and Culture Committee (the Committee) of Citigroup Inc. (Citi) is a
standing committee of the Board of Directors (Board). The purpose of the Committee
is to assist the Board in fulfilling its responsibility with respect to oversight of Citis ethics
and culture. The Committees role is one of oversight, recognizing that management is
responsible for instilling Citis ethics and culture throughout Citis employee population.

Membership

The Committee shall be comprised of at least three members of the Board of Directors.
Each member of the Committee shall be a non-management member of the Board of
Directors. The members of the Committee and the Committee Chair shall be appointed
by, and may be removed by, the Board. Committee membership shall be rotated
periodically. The Committee Chair shall be rotated periodically.

Authority

In furtherance of its duties, the Committee shall have direct access to, and receive
regular reports from, Management and shall be provided by Citi with any information it
requests relating to its responsibilities. The Committee shall have the power to conduct
or authorize investigations into any matter within its scope of responsibilities, and to
engage independent professional advisors as it considers appropriate. The Committee
may form and delegate authority to subcommittees, comprised of one or more members
of the Committee, as necessary or appropriate. Each subcommittee shall have the full
power and authority of the Committee. The Committee is empowered to approve and
amend policies and programs falling under its purview.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

Meetings and Access
Meet as often as it determines, but not less frequently than quarterly.
Periodically meet separately with the Chief Compliance Officer, Chief Ethics
Officer, Chief Auditor, Head of Human Resources and other members of
Management.
Regularly report to the Board on the Committees activities.
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Annually review and report to the Board on its own performance.
Review and assess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

Oversight of Citis Ethics and Culture

Review and discuss with Management, at least annually, the implementation and
effectiveness of Citis ethics program, including the processes for resolution of
ethics issues. Obtain from the Chief Compliance Officer (and the other persons,
if any, with operational responsibility for Citis ethics program), at least annually,
reports regarding the implementation and effectiveness of Citis ethics program.

Review Citis Code of Conduct (the Code) at least annually and make
recommendations to Management regarding changes to the Code. Assess
whether the Code and Citis other internal ethical policies and guidelines instill
appropriate ethical behavior in Citis culture, business practices and employees.
Approve any waivers to the Code. Review employee training materials regarding
the Code prior to distribution to Citi personnel.

Receive reports from Management on significant issues reported on Citis Ethics
Hotline and Managements plans to address any such issues. Review and make
recommendations to Management regarding policies developed in response to,
and communications with employees about, issues raised on Citis Ethics
Hotline.

Receive reports from Management on remediation efforts related to unethical
activity. Review and make recommendations to Management regarding policies
developed to address the underlying cultural or ethical issues that led to the
activity. Advise Management on Citis response to behavioral issues underlying
the unethical activity and its communications with employees regarding such
activity. Discuss with Management whether to publicize Citis disciplinary actions
in response to unethical activity, and how to acknowledge or reward employees
who report such activity.

Receive reports from Management on significant ethical issues that could create
regulatory attention, including briefings on business decisions or significant
ethical issues that arise in areas on which Citis regulators are focused or that
otherwise generate regulatory scrutiny or actions.

Receive reports from Management on employee compensation actions taken in
response to internal fraud and other ethical failures. Make recommendations to
the Personnel and Compensation Committee regarding employee compensation
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actions to consider in order to reward ethical behavior and to prevent unethical
behavior, such as clawbacks and other remedies in the event of ethical failures.

Receive reports from Management on Citis global business practices and ethics,
particularly as they relate to Citis reputation. Advise Management on global
ethical issues and receive reports from Managements Business Practices
Committee (BPC) on any matters presented to the BPC that raise significant
ethical issues.