**EXHIBIT 20.1(b)**

 

Annual Servicer Statement            Citibank Omni-S Master Trust            Series 2002-3 (Post-Defeasance)

Calendar Year: 2008 

Under the Defeasance Trust Agreement (as defined below), the Servicer is required to prepare, and the Paying Agent is required to deliver, certain information each month regarding then current distributions to Certificateholders. This            report aggregates such information for each Distribution Date occurring within the calendar year listed above.Capitalized terms used herein and not defined shall have the meanings set forth in the Defeasance Trust Agreement Series2002-3relating to Citibank Omni-S Master Trust Series2002-3, dated as of December 6, 2005 (as amended, the “Defeasance Trust Agreement”) byand among Citibank (South Dakota), National Association (as successor to Sears, Roebuck and Co.), as Servicer, Citi Omni-S Finance LLC, as Seller, The Bank of New York            Mellon(formerly known as The Bank of New York(as successor to Bank One, National Association (formerly known as The First National Bank of Chicago))), as Trustee, as Securities Intermediary, and as Paying Agent.

 
| 1.**Payments to Series****2002-3 I****nvestors during                        the calendar year listed above**  |
|--------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                     |   | Total | Interest | Principal |   |
|                                                                                                                     | Class A | $1,811,745.42 | $1,811,745.42 | $0.00 |   |

 
| 2. Information Concerning Principal Payments

  |
|------------------------------------------------------|
|                                                 |   | Amount Deposited                        during the calendar year listed above | Total Distributions                        through the end of the calendar year listed above |   |
|                                                      | SERIES2002-3BY CLASS |
|                                                 | (a) | Class A | $0.00 | $0.00 |   |
| 3. Information Concerning Class A Interest Funding Account |
|------------------------------------------------------------|
|                                                       | (a) | Amount on deposit in the Class A Interest Funding Account as of the end of the calendar year prior to the calendar year listed above. | $1,948,583.92 |   |
|                                                       | (b) | Amount of interest and earnings withdrawn from the Class A Principal Funding Account and credited to the Class A Interest Funding Account pursuant to Section 3(b) of the Defeasance Trust Agreement, if any, during thecalendar year listed above. | $1,491,874.00 |   |
|                                                       | (c) | Amount of interest and investment income credited to the Class A Interest Funding Account, as described in Section 4(b) of the Defeasance Trust Agreement, if any, during thecalendar year listed                        above. | $45,709.38 |   |
|                                                       | (d) | Amount of Certificate Interest with respect to Class A withdrawn from the Class A Interest Funding Account pursuant to the first sentence of Section 6(b) of the Defeasance Trust Agreement, if any, during thecalendar                        year listed above. | $1,811,745.42 |   |

 

----

|   | (e) | Amount withdrawn from the Class A Interest Funding Account pursuant to the last sentence of Section 6(b) of the Defeasance Trust Agreement and applied under Section 6(c) of the Defeasance Trust Agreement, if any, during thecalendar year listed above. | $0.00         |   |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------|
|   | (f) | Amount on deposit in the Class A Interest Funding Account as of the end of thecalendar year listed aboveafter taking into account all withdrawals and                        distributions through the end of thecalendar year listed above.               | $1,674,421.88 |   |
| 4. Information Concerning Class A Principal Funding Account |
|-------------------------------------------------------------|
|                                                        | (a) | Amount on deposit in the Class A Principal Funding Account as of the end of thecalendar year prior to the calendar year listed above. | $53,800,000.00 |   |
|                                                        | (b) | Amount withdrawn from the Class A Principal Funding Account and distributed pursuant to Section 6(c) of the Defeasance Trust Agreement, if any, during thecalendar year listed                        above. | $0.00 |   |
|                                                        | (c) | Amount on deposit in the Class A Principal Funding Account as of the end of thecalendar year listed aboveafter taking into account all withdrawals and                        distributions through the end of thecalendar year listed above. | $53,800,000.00 |   |

----