Form of Addendum to Indemnification Agreement dated December 16, 2008



 Exhibit 10.44 
 Addendum to Indemnification Agreement dated December 16, 2008 between Citigroup Inc. and each member of its Board of Directors 
 Citigroup Inc. 
 January 20, 2009 
 [Address of Director] 
 Dear
                    : 
 On
December 16, 2008, Citigroup Inc. (the “Company”) presented to you, in your capacity as a member of the Company’s Board of Directors (the “Board”), a letter agreement (the “Agreement”) memorializing your
rights to indemnification in connection with your service on the Board. However, due to a drafting error, the Agreement that the Company’s management presented to you did not reflect certain provisions and changes that you and the Company had
agreed to and had intended to be reflected in the Agreement. Set forth below is the Agreement that the Company’s management intended to present to you on December 16, 2008. By signing below, you and the Company acknowledge that this
addendum reflects the terms of the Agreement dated December 16, 2008 that you entered into with the Company. 
 “Reference is
hereby made to Section 4, Article IV of the bylaws of Citigroup Inc. (the “Company”) as in effect as of the date hereof (the “Company Indemnity Bylaws”). In consideration of your prior and continuing service to the Company
and in order to eliminate any ambiguity in the event of any purported amendment, modification, alteration or repeal of the Company Indemnity Bylaws that might diminish, eliminate, limit, restrict, or otherwise adversely affect (an
“Amendment”) any of your rights to indemnification, advancement of expenses or otherwise (“Indemnification”) under the Company Indemnity Bylaws, this will confirm that any such purported Amendment shall be prospective only and
shall not in any way diminish, eliminate, limit, restrict or otherwise adversely affect any such right to Indemnification with respect to any actual or alleged state of facts, occurrence, action or omission (“State of Facts”) then or
previously existing (including any actual or alleged state of facts, occurrence, action or omission which exists, occurs or arises after the date of the Amendment and relates to any actual or alleged state of facts, occurrence, action or omission
which existed at or prior to the date of such Amendment), or any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Action”), previously or thereafter brought or threatened based in whole or in
part upon any such State of Facts. As such, if an Action is brought or threatened to be brought against you based on any State of Facts existing at or prior to the date of an Amendment (including any actual or alleged state of facts, occurrence,
action or omission which exists, occurs or arises after the date of the Amendment and relates to any actual or alleged state of facts, occurrence, action or omission which existed at or prior to the date of such Amendment) that would limit your
right to Indemnification, your right to Indemnification with respect to such Action shall be unimpaired by the Amendment. The Company hereby agrees that your rights under the Company Indemnity Bylaws, as currently in effect and, in respect of any
then-prospective State of Facts, as amended from time to time, are contract rights that shall be incorporated into this letter agreement and 








 
shall continue, without any amendment, modification, alteration or repeal having a retrospective effect, even in the event that you cease your association
with the Company for any reason and that such rights shall be for your benefit and for the benefit of your heirs and personal representatives. Furthermore, this letter agreement will be binding upon and inure to the benefit of the Company and any
successor to the Company, including, without limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise. This
letter agreement may not be amended or modified except by an instrument in writing signed by both parties hereto. 
 This letter agreement
shall be governed by Delaware law. 
 If you agree with the foregoing, please acknowledge by executing a copy of this letter and returning it
to the Company.” 
  

			
	Very truly yours,
	
	CITIGROUP INC.
		
	By:	 	  

	Name:	 	Michael S. Helfer
	Title:	 	General Counsel and Corporate Secretary


  

			
	Accepted and Agreed to:
	  
  

	Name:
	
	Date: January     , 2009