CITIGROUP
FUNDING INC.,

    as
Issuer

     

     

    CITIGROUP
INC.,

    as
Guarantor

     

    and

     

    THE BANK
OF NEW YORK MELLON,

    as
Successor Trustee

     

    First
Supplemental Indenture

     

    Dated as
of January 21, 2009

     

    Supplement
to Indenture dated as of June 1, 2005

    providing
for the issuance of

    Debt
Securities

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    FIRST
SUPPLEMENTAL INDENTURE, dated as of January 21, 2009 (this “Supplemental Indenture”), among CITIGROUP FUNDING
INC., a Delaware corporation (the “Company”), CITIGROUP INC., a
Delaware corporation (the “Guarantor”), and THE BANK OF NEW
YORK MELLON, a New York banking corporation, not in its individual capacity but
solely as trustee, as successor to JPMorgan Chase Bank, N.A., (the “Trustee”) under the
Indenture, dated as of June 1, 2005 (the “Indenture”).

     

    RECITALS:

     

     WHEREAS,
the Company is required to supplement the terms of the Indenture in order to
issue Securities having the benefit of the Federal Deposit Insurance Corporation
(“FDIC”) debt guarantee
(the “FDIC Debt
Guarantee”) under the FDIC’s Temporary Liquidity Guarantee Program
(“TLG
Program”);

     

    WHEREAS, each of the Company and the
Guarantor has delivered to the Trustee an Officers’ Certificate pursuant to
Section 14.03 of the Indenture to the effect that this Supplemental Indenture
has been duly authorized and executed;

    


    WHEREAS,
the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Section 16.02 of the Indenture to the effect that all
conditions precedent provided for in the Indenture to the Trustee’s execution
and delivery of this Supplemental Indenture have been complied
with;

     

    WHEREAS, the Company has delivered to
the Trustee an Opinion of Counsel pursuant to Section 16.02 stating that this
Supplemental Indenture complies with, and the execution is authorized and
permitted by, the provisions of the Indenture;

    


    WHEREAS, the Company and the Guarantor
have requested that the Trustee execute and deliver this Supplemental Indenture
and satisfy all requirements necessary to make this Supplemental Indenture a
valid instrument in accordance with its terms, and all acts and things necessary
have been done and performed to make this Supplemental Indenture enforceable in
accordance with its terms, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects;

    


    NOW,
THEREFORE, the Company, the Guarantor and the Trustee agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS;
GENERAL

     

    Section
1.1    Definition of
Terms.

     

    Unless
the context otherwise requires (including for purposes of the
Recitals):

     

    (a)           a
term defined in the Indenture has the same meaning when used in this
Supplemental Indenture unless otherwise specified herein;

     

    (b)           a
term defined anywhere in this Supplemental Indenture has the same meaning
throughout;

     

    (c)           the
singular includes the plural and vice versa; and

     

    (d)           headings
are for convenience of reference only and do not affect
interpretation.

     

    Section
1.2    General. The terms of this
Supplemental Indenture shall apply to each series of Securities issued under the
Indenture the terms of which state that they have the benefit of the FDIC Debt
Guarantee (such Securities, “FDIC Guaranteed Securities”)
and shall not apply to any other series of Securities.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
II

     

    ADDITIONAL
TERMS UNDER TLG PROGRAM

     

    Section
2.1    FDIC Debt Guarantee Program.
The parties to this Supplemental Indenture acknowledge that the Company
is an eligible entity pursuant to the debt guarantee program (the “Debt Guarantee Program”)
established by the FDIC under its TLG Program and that the Company has not opted
out of the Debt Guarantee Program. As a result, each series of FDIC Guaranteed
Securities is guaranteed under the FDIC TLG Program and is backed by the full
faith and credit of the United States. The details of the FDIC guarantee are
provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website,
www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of
the maturity date of this debt or June 30, 2012.

     

    Section
2.2    Representative. The Trustee
is designated under this Supplemental Indenture as the duly authorized
representative of the holders of FDIC Guaranteed Securities for purposes of
making claims and taking other permitted or required actions under the Debt
Guarantee Program (the “Representative”). Any holder
may elect not to be represented by the Representative by providing written
notice of such election to the Representative.

     

    Section
2.3    Demand for Payment. Upon an uncured failure
by the Company and the Guarantor to make a timely payment of principal or
interest under any FDIC Guaranteed Securities (a “Payment Default”), the
Representative, on behalf of all holders of such FDIC Guaranteed Securities that
are represented by the Representative, shall submit to the FDIC a demand for
payment by the FDIC of such unpaid principal and interest, together with proof
of such claim and such other documentation as may be required by the FDIC under
the Debt Guarantee Program (i) in the case of any payment due by the Company and
the Guarantor prior to the final maturity or redemption of such FDIC Guaranteed
Securities, on the date that the applicable cure period ends (or if such date is
not a Business Day, the immediately succeeding Business Day) and (ii) in the
case of any payment due by the Company and the Guarantor on the final maturity
date or on a redemption date for such FDIC Guaranteed Securities, on such final
maturity date or redemption date (or if such date is not a Business Day, the
immediately succeeding Business Day).

    


    Section
2.4    Subrogation. The FDIC shall
be subrogated to all of the rights of the holders of FDIC Guaranteed Securities
and the Representative under this Supplemental Indenture against the Company and
the Guarantor in respect of any amounts paid to the holders, or for the benefit
of the holders, by the FDIC pursuant to the Debt Guarantee Program.

     

    Section
2.5    Assignment.

     

    (a)           The
holders of FDIC Guaranteed Securities hereby authorize the Representative, at
such time as the FDIC shall commence making any guarantee payments to the
Representative for the benefit of the holders pursuant to the Debt Guarantee
Program, to execute an assignment in the form attached to this Supplemental
Indenture as Annex A pursuant to which the Representative shall assign to the
FDIC its right as Representative to receive any and all payments from the
Company or the Guarantor under the Indenture and this Supplemental Indenture on
behalf of the holders of FDIC Guaranteed Securities. Each of the Company and the
Guarantor hereby consents and agrees that the FDIC is an acceptable transferee
for all or any portion of the FDIC Guaranteed Securities for all purposes of the
Indenture, as supplemented by this Supplemental Indenture and upon any such
assignment, the FDIC shall be deemed a holder under the Indenture, as
supplemented by this Supplemental Indenture, for all purposes hereof, and each
of the Company and the Guarantor hereby agrees to take such reasonable steps as
are necessary to comply with any relevant provision of the Indenture and of this
Supplemental Indenture as a result of such assignment.

     

    (b)           Each
holder of FDIC Guaranteed Securities that has exercised its right not to be
represented by the Representative hereby agrees that, at such time as the FDIC
shall commence making any guarantee payments to such holder pursuant to the Debt
Guarantee Program, such holder shall execute an assignment in the form attached
to this Supplemental Indenture as Annex A pursuant to which the holder shall
assign to the FDIC its right to receive any and all payments from the Company or
the Guarantor under the Indenture and this Supplemental Indenture. Each of the
Company and the Guarantor hereby consents and agrees that the FDIC is an
acceptable transferee for all or any portion of the FDIC Guaranteed Securities
for all purposes of the Indenture, as supplemented by this Supplemental
Indenture, and upon any such assignment, the FDIC shall be deemed a holder under
the Indenture, as supplemented by this Supplemental Indenture, for all purposes
thereof, and each of the Company and the Guarantor hereby agrees to take such
reasonable steps as are necessary to comply with any relevant provision of the
Indenture and of this Supplemental Indenture as a result of such
assignment.

     

    Section
2.6    Surrender of Securities. If,
at any time on or prior to the expiration of the period during which senior
unsecured debt of the Company is guaranteed by the FDIC under the Debt Guarantee
Program (the “Effective
Period”), payment in full shall be made pursuant to the Debt Guarantee
Program on the outstanding principal of and accrued interest to such date on
FDIC Guaranteed Securities of the Company, the holders shall, or the holders
shall cause the person or entity in possession to, promptly surrender to the
FDIC the certificate, note or other instrument evidencing such FDIC Guaranteed
Securities, if any.

     

    Section
2.7    Notice to FDIC. If, at any
time prior to the earlier of (a) full satisfaction of the payment obligations of
the Company and the Guarantor with respect to FDIC Guaranteed Securities, or (b)
expiration of the Effective Period, the Company or the Guarantor is in default
of any payment obligation with respect to FDIC Guaranteed Securities, including
timely payment of any accrued and unpaid interest, without regard to any cure
period, the Representative covenants and agrees that it shall provide written
notice to the FDIC within one (1) Business Day of such payment default at the
address set forth below, or at such other address or by such other means of
delivery as the FDIC may specify from time to time.

     

    
      
         

      

      
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    The Federal Deposit Insurance
Corporation

    Deputy Director, Receivership
Operations Branch

    Division of Resolutions and
Receiverships

    Attention: Master
Agreement

    550 17th Street
N.W.

    Washington,
D.C.  20429

    


    Section
2.8    Ranking. Any indebtedness of
the Company to the FDIC arising under Section 2.03 of the Master Agreement dated
December 1, 2008 entered into between the Company and the FDIC in connection
with the Debt Guarantee Program (the “Master Agreement”) and any
indebtedness of the Guarantor to the FDIC arising under Section 3(b) of the
Affiliate Guarantee Agreement dated November 3, 2008 entered into among the
Company, the Guarantor and the FDIC in connection with the Debt Guarantee
Program will constitute a senior unsecured general obligation of the Company or
the Guarantor, as applicable, ranking pari passu with any
indebtedness issued under the Indenture or any guarantee of such
indebtedness.

     

    Section
2.9    Acceleration. Section 7.02(a)
of the Indenture is hereby amended by adding the following sentence after the
existing text:

     

    “Notwithstanding anything to the
contrary in the foregoing, no acceleration of amounts due on the FDIC Guaranteed
Securities of any series will be permitted at any time that the FDIC is making
timely guarantee payments on the FDIC Guaranteed Securities of such series in
accordance with the Debt Guarantee Program.”

     

    Section
2.10    Modifications. Without the
express written consent of the FDIC, the parties hereto agree not to amend,
modify, supplement or waive any provision in the Indenture or the Supplemental
Indenture that is related to the principal, interest, payment, default or
ranking of the FDIC Guaranteed Securities or that is required to be included
herein in connection with the Debt Guarantee Program.

    


    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.1    Trustee.  The
Trustee accepts the trusts created by this 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
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
3.2    Ratification. The Indenture
as supplemented by this Supplemental Indenture is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture
in the manner and to the extent herein and therein provided.

     

    Section
3.3    Counterparts. This
Supplemental Indenture may be executed in any number of separate counterparts
each of which shall be an original for all purposes; but such separate
counterparts shall together constitute but one and the same
instrument.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed by their respective officers thereunto duly authorized, on the
day and year first above written.

     

    
      
        
          	 	CITIGROUP
      FUNDING INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	      
                  /s/ Geoffrey S.
    Richards

                	 
	 	 	      
                  Name:
      Geoffrey S. Richards

                	 
	 	 	      
                  Title:
      Executive Vice President and Assistant Treasurer

                	 


        

      

    

     

     

    
      
        
          	 	CITIGROUP
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	      
                  /s/ Joseph J.
    Martinelli

                	 
	 	 	      
                  Name:
      Joseph J. Martinelli

                	 
	 	 	      
                  Title:
      Assistant Treasurer

                	 


        

      

    

     

     

    
      
        	 	
                THE
      BANK OF NEW YORK MELLON, 

                as
      Successor Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	      
                /s/  Christopher
      Greene

              	 
	 	 	      
                Name:
      Christopher Greene

              	 
	 	 	      
                Title:
      Vice President

              	 


      

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    FORM OF
ASSIGNMENT1

    


    This
Assignment is made pursuant to the terms of Section 2.5 of the First
Supplemental Indenture, dated as of January 21, 2009, as amended from time to
time (the “Agreement”), between
The Bank of New York Mellon, as trustee (the “Representative”),
acting on behalf of the holders of the debt issued under the Agreement who have
not opted out of representation by the Representative (the “Holders”), Citigroup
Funding Inc. (the “Issuer”) and
Citigroup Inc. (the “Guarantor”) with
respect to the debt obligations of the Issuer that are guaranteed under the Debt
Guarantee Program.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the
Agreement.

    


    For value
received, the Representative, on behalf of the Holders  (the “Assignor”), hereby
assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without
recourse, all of the Assignor’s respective rights, title and interest in and to:
(a) the
promissory note or other instrument evidencing the debt issued under the
Agreement (the “Note”); (b) the Agreement
pursuant to which the Note was issued; and (c) any other
instrument or agreement executed by the Issuer and the Guarantor regarding
obligations of the Issuer and the Guarantor under the Note or the Agreement
(collectively, the “Assignment”).

    


    The
Assignor hereby certifies that:

    


    
      	
               
      

            	
              1.

            	
              Without
      the FDIC’s prior written consent, the Assignor has
  not:

            


    

    


    
      	
               
      

            	
              (a)

            	
              agreed
      to any amendment, modification, supplement or waiver of a provision that
      is related to the principal, interest, payment, default or ranking of the
      FDIC Guaranteed Securities, or any other provision of the Agreement that
      is required to be included in the Agreement pursuant to the Master
      Agreement or to any material deviation from the provisions thereof;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              accelerated
      the maturity of the Note.

            


    

    


    [Instructions to the
Assignor:  If the Assignor has not assigned or transferred any
interest in the Note and related documentation, such Assignor must include the
following representation.]

    


    2. The
Assignor has not assigned or otherwise transferred any interest in the Note or
Agreement;

    


    [Instructions to the
Assignor:  If the Assignor has assigned a partial interest in
the Note and related documentation, the Assignor must include the following
representation.]

    


    2. The
Assignor has assigned part of its rights, title and interest in the Note and the
Agreement to _____________ pursuant to the __________ agreement, dated as of
___________, 20__, between ___________, as assignor, and _____________, as
assignee, an executed copy of which is attached hereto.

     

    _____________________________

    
      1 This
Form of Assignment shall be modified as appropriate if (a) the assignment is
being made by an individual debt holder rather than the Representative, (b) the
debt being assigned is not in certificated form or otherwise represented by a
written instrument or (c) a Representative other than the Trustee has been
designated by the Company and the Guarantor.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    


    The
Assignor acknowledges and agrees that this Assignment is subject to the
Agreement and to the following:

    


    1. In the
event the Assignor receives any payment under or related to the Note or the
Agreement from a party other than the FDIC (a “Non-FDIC
Payment”):

    


    (a) after the date of demand for a
guarantee payment on the FDIC pursuant to 12 CFR Part 370, but prior to the date
of the FDIC’s first guarantee payment under the Agreement pursuant to 12 CFR
Part 370, the Assignor shall promptly but in no event later than five (5)
Business Days after receipt notify the FDIC of the date and the amount of such
Non-FDIC Payment and shall apply such payment as payment made by the Issuer or
the Guarantor, and not as a guarantee payment made by the FDIC, and therefore,
the amount of such payment shall be excluded from this Assignment;
and

    


    (b) after the FDIC’s first guarantee
payment under the Agreement, the Assignor shall forward promptly to the FDIC
such Non-FDIC Payment in accordance with the payment instructions provided in
writing by the FDIC.

    


    2.
Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on
behalf of the Holders shall constitute a release by such Holders of any
liability of the FDIC under the Debt Guarantee Program with respect to such
payment.

    


    The
Person who is executing this Assignment on behalf of the Assignor hereby
represents and warrants to the FDIC that he/she/it is duly authorized to do
so.

    


    ******

    


    IN
WITNESS WHEREOF, the Assignor has caused this instrument to be executed and
delivered this ____ day of ____________, 20__.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	      
                                  Very
      truly yours,

                                  THE
      BANK OF NEW YORK MELLON

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 	 
	 	 	(Signature)	 
	 	 	 	 
	 	      
                                  Name:

                                	 	 
	 	 	(Print)	 
	 	 	 	 
	 	      
                                  Title: 

                                	 	 
	 	 	(Print)	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Consented to and acknowledged by this ____ day of _________, 20__:

     

    THE FEDERAL DEPOSIT INSURANCE CORPORATION

      
        


    

    By:  ______________________________

    (Signature)

     

    Name:  ____________________________

    (Print)

    


    Title:  _____________________________

    (Print)

     

    
      
         

      

      
        7