Settlement Agreement

This Settlement Agreement was entered into between Citigroup Inc. (“Citi”) and the United States, acting through the United States Department of Justice, along with the States of California, Delaware, Illinois, and New York and the Commonwealth of Massachusetts, acting through their respective Attorneys General.

The Settlement Agreement resolves federal and state civil claims relating to the creation, pooling, structuring, arranging, formation, packaging, marketing, underwriting, sale, or issuance of residential mortgage-backed securities and collateralized debt obligations by Citi prior to January 1, 2009, including representations, disclosures, or non-disclosures that Citi made to investors about these financial products.

Citi Settlement Agreement

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Annex 2

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Statement of Facts

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Annex 3

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Appendix 1

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