CITIGROUP
      INC.

    


    And

    


    CITIBANK,
      N.A.,

    As
      Fiscal Agent, Registrar, Calculation Agent and Principal Paying
      Agent

    


    


    


     

      
        

      

    

    


    


    FISCAL
      AGENCY AGREEMENT

    C$500,000,000
      5.160% Fixed Rate/Floating Rate Subordinated Notes due
      2027

    Dated
      as of May 24, 2007

    


     

    
      
 


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THIS
      FISCAL AGENCY AGREEMENT is made in London as of May 24, 2007, BY

    


    
      	
              (1)

            	
              CITIGROUP
                INC. (the “Issuer”).

            


    

    


    
      	
              (2)

            	
              CITIBANK,
                N.A. (“Citibank,
                N.A.”),
                which shall act as fiscal agent, registrar, calculation agent and
                principal paying agent (hereinafter referred to in such respective
                capacities as “Fiscal
                Agent”, “Registrar”,
                “Calculation
                Agent”
                or as “Principal
                Paying Agent”,
                which expressions shall include any successor or successors thereto).
                

            


    

    


    WHEREAS
      pursuant to the Terms Agreement dated May 10, 2007 (the “Underwriting
      Agreement”)
      between the Issuer and the Underwriters named therein, the Issuer has agreed
      to
      issue its C$500,000,000 5.160% Fixed Rate/Floating Rate Subordinated Notes
      due
      May 2027 (the “Notes”);
      

    


    WHEREAS
      the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar,
      Calculation Agent and Principal Paying Agent in relation to the Notes upon
      the
      terms and conditions set forth in this Agreement and the Schedules hereto;
      and

    


    WHEREAS
      the Issuer wishes to deposit the global notes representing the Notes with The
      Canadian Depository for Securities Limited (“CDS”)
      or a
      nominee therefore.

     

    


    IT
      IS
      HEREBY AGREED as follows:

    


    
      	1.	
              DEFINITIONS,
                INTERPRETATION

            


    

    


    The
      following terms shall, unless the context otherwise requires, have the
      respective meanings indicated below:

    


    “Agent(s)”
      means
      any
      of the Fiscal Agent, the Registrar, the Calculation Agent and the Principal
      Paying Agent.

    


    “Conditions”
      means
      the terms and conditions of the Notes, as contained in the Global Notes, in
      the
      Prospectus Supplement dated May 10, 2007 and the Indenture.

    


    “Global
      Notes”
      means
      the Global Notes in the form of Schedule 1 attached hereto.

    


    “Indenture”
      means
      the Indenture dated as of April 12, 2001, as amended and supplemented to date,
      between the Issuer and The Bank of New York (the “Trustee”).

    


    Terms
      not
      defined herein shall have the same meanings as are assigned thereto in the
      Underwriting Agreement and the Conditions.

    


    
      	2.	
              APPOINTMENTS

            


    

    


    2.1 The
      Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar,
      Calculation Agent and Principal Paying Agent in respect of the Notes and Global
      Notes. 

    


    2.2 Citibank,
      N.A. hereby accepts such appointments and the resulting obligations, and agrees
      to act in such capacities, on the terms and conditions set out in this Agreement
      and the Schedules hereto. In particular, the Fiscal Agent agrees to effect
      any
      publication of notices pursuant to the Conditions.

    


    
      	3.	
              THE
                NOTES

            


    

    


    3.1 The
      Notes
      shall be represented by permanent Global Notes without interest coupons as
      specified in the Conditions. The Global Notes shall be substantially in the
      form
      attached hereto as Schedule 1, with such changes as may be agreed between the
      Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon,
      each Global Note. In the event that individual definitive Notes are issued,
      the
      parties shall enter into a supplement to this Agreement to provide for the
      matters set forth herein with regard to such definitive Notes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.2 Each
      Global Note shall be signed manually by a duly authorized officer of the Issuer
      and dated the Issue Date. Each Global Note shall be authenticated manually
      by
      Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered
      to CDS.

    


    
      	4.	
              PAYING
                AGENCY

            


    

    


    4.1 The
      Issuer shall remit the funds necessary for the payment of interest on and
      principal of the Notes to the Fiscal Agent, in Canadian dollars in same-day
      funds, to such account at the Fiscal Agent in London or Canada as the Fiscal
      Agent may from time to time specify (the “Redemption
      Account”)
      on the
      Business Day such payment is due as set forth in the Notes and
      Conditions.

    


    The
      Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
      paid
      to it, to make payment of the principal of, and interest on, the Notes on the
      due date for payment set forth in the Conditions and this Agreement. If
      applicable, the Fiscal Agent will, from funds so received from the Issuer,
      credit to the account of the Paying Agent the amounts of all such payments
      made
      by it in accordance with the provisions of this Agreement.

    


    The
      Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London
      time)
      on the second Business Day before the relevant date for such payment that it
      has
      issued irrevocable payment instructions for such payment to be made.


    


    The
      Fiscal Agent, in coordination with CDS, shall procure tax forms required for
      exemption from withholding tax under the U.S. Internal Revenue Code.


    


    4.2 If
      for
      any reason the Fiscal Agent does not receive unconditionally the full amount
      payable by the Issuer on the relevant due date in respect of all the outstanding
      or maturing Notes, the Fiscal Agent shall forthwith notify immediately the
      Issuer by telephone followed by facsimile and the Fiscal Agent shall not be
      bound to make any payment of principal or interest in respect of the Notes
      until
      the Fiscal Agent has received to its order the full amount of the monies then
      due and payable in respect of all outstanding or maturing Notes, provided,
      however, that if the Fiscal Agent shall, in its discretion, make any payment
      of
      principal or interest on or after the due date therefor in respect of the Notes
      prior to its unconditional receipt of the full amount then due and payable
      in
      respect of all outstanding Notes, the Issuer will promptly pay such amount
      to
      the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the
      Fiscal Agent’s cost of funding.

    


    4.3 Out
      of
      the sums paid to the Fiscal Agent in respect of interest and principal on the
      Notes, the Fiscal Agent will make payment free of charge in accordance with
      instructions from the registered holder of the Global Note as stipulated in
      Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent
      shall obtain from the Registrar, and the Registrar shall supply, such details
      as
      are required for the Paying Agent to make payment as stated above.

    


    
      
        4.4
          In
          respect of the monies paid to it relating to any Note, the Fiscal
          Agent

      

    

    


    4.4.1
      shall not be entitled to exercise any lien, right of set-off or similar claim
      (including without limitation any claim arising from or relating to any other
      issue of securities by the Issuer), 

    
      
        4.4.2
          shall
          not
          be required to account for interest thereon and

      

    

    
      
        4.4.3
          money
          held by it need not be segregated except as may be required by applicable
          law.

      

    

    


    
      	5.	
              DOCUMENTS
                FOR INSPECTION AND PUBLICATION OF
                NOTICES

            


    

    


    5.1 On
      behalf
      and at the request and expense of the Issuer, the Fiscal Agent shall cause
      to be
      published any notices required to be given by the Issuer in accordance with
      the
      Conditions.

    


    5.2 
      The
      Issuer shall provide to the Fiscal Agent sufficient copies of all documents
      required by the Conditions to be available for issue or inspection, and the
      Fiscal Agent shall make such copies available to Noteholders upon their
      request.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.3 To
      the
      extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior
      to publication) of all notices to be issued in connection with the
      Notes.

    


    
      	6.	
              CANCELLATION
                OF THE GLOBAL NOTES

            


    

    


    6.1 Subject
      to the terms of the Indenture, promptly upon the Issuer’s request, the Registrar
      shall take all measures necessary to cancel any Notes which the Issuer has
      repurchased or whose maturity has been accelerated pursuant to the Conditions.
      The Registrar shall cause any such Notes to be cancelled in accordance with
      the
      procedures established for that purpose by CDS, resulting in a reduction in
      the
      aggregate amount of the Notes represented by the Global Note by the aggregate
      amount of the Notes so cancelled.

    


    6.2 On
      the
      same day such cancellation is effected, the Registrar shall record such
      cancellation of Notes on the Register in such a way that the aggregate principal
      amount of Notes cancelled at any time together with the aggregate principal
      amount of Notes outstanding and represented by the Global Notes shall equal
      the
      aggregate principal amount of Notes originally issued by the
      Issuer.

    


    6.3 The
      Registrar shall upon request furnish the Issuer with a notice of cancellation
      signed by an authorized officer of the Registrar confirming the cancellation
      of
      such Notes and the corresponding reduction of the relevant Global
      Note(s).

    


    
      	7.	
              DUTIES
                OF THE REGISTRAR

            


    

    


    7.1 The
      Registrar shall maintain the Register in London in accordance with the
      Conditions. The Register shall show the aggregate amount of Notes represented
      by
      the Global Note at the date of issue and all subsequent transfers and exchanges
      involving a change in such amounts and the names and addresses of the registered
      holders (each a “Payee”).
      On
      the first Business Day after the Record Date for any interest payment on the
      Notes, the Registrar shall send payment details in respect of the Payees and
      the
      Canadian dollar accounts to which transfers should be made to the Fiscal
      Agent.

    


    7.2 Transfers
      or exchanges of Notes will be made in accordance with the Conditions, the
      procedures established for this purpose between CDS and the Registrar, and
      CDS’s
      regulations applicable to such transfers or exchanges. 

    


    7.3 The
      Registrar shall at all reasonable times during office hours make the Register
      available to the Issuer and the Fiscal Agent or any person authorised by either
      of them for inspection and for the taking of copies thereof or extracts
      therefrom, and the Registrar shall deliver to such persons such information
      contained in the Register or relating to the Notes as they may reasonably
      request.

    


    
      	
              8.

            	
              DUTIES
                OF THE TRANSFER AGENT

            


    

    


    If
      and to
      the extent so specified by the Conditions and in accordance therewith, or if
      otherwise requested by the Issuer, the Transfer Agent shall make available
      all
      relevant forms of transfer, inform the Registrar of the name and address of
      the
      relevant person to be inserted in the Register and carry out such other acts
      as
      may be necessary to give effect to the Conditions and this
      Agreement.

    


    
      	9.	
              PAYMENTS
                TO NOTEHOLDERS

            


    

    


    9.1 All
      amounts of principal and interest due in respect of the Notes which are
      represented by the Global Note (each a “CDS
      Amount”)
      shall
      be paid in Canadian dollars (each a “CAD
      Payment”),
      so
      long as the entire principal amount of the Notes is held in or through CDS.
      

    


    9.2 The
      Principal Paying Agent shall, from each CDS Amount received by it, make CAD
      Payments in accordance with the Conditions.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	10.	
              CONDITIONS
                OF APPOINTMENT

            


    

    


    10.1 The
      Issuer will pay to the Agents a remuneration for all services rendered hereunder
      by the Agents in connection with the Notes together with any expenses incurred
      as separately agreed upon by the Agents and the Issuer.

    


    10.2
      The
      Issuer will indemnify and hold harmless each of the Agents against any loss,
      liability or expense which it may incur or any claim, action or demand which
      may
      be made against it resulting from the negligence or wilful misconduct on the
      part of the Issuer (or its officers, employees or agents (other than the Agents
      and their officers, employees, and agents)) and arising out of or in connection
      with such Agent’s appointment or the exercise of its powers and duties hereunder
      without negligence or wilful misconduct on the part of such Agent.

    


    10.3
      Each
      Agent will indemnify and hold harmless the Issuer against any loss, liability
      or
      expense incurred by the Issuer or any claim, action or demand which may be
      made
      against the Issuer resulting from the negligence or wilful misconduct on the
      part of such Agent (or such Agent’s officers, employees or agents) and arising
      out of or in connection with such Agent’s duties hereunder. Notwithstanding the
      foregoing, under no circumstances will any Agent be liable to the Issuer or
      any
      other person for any consequential loss (being loss of business, goodwill,
      opportunity or profit) even if advised to the possibility of such loss or
      damages.

    


    10.4
      The
      indemnities above shall survive the termination or expiry of this
      Agreement.

    


    10.5
      Each
      of the Agents shall be protected and shall incur no liability for or in respect
      of any action taken, omitted or suffered in reliance upon any instruction or
      communication from the Issuer or any document reasonably believed by it to
      be
      genuine and to have been delivered, signed or sent by the proper party or
      parties in accordance with the provisions hereof, except such as may result
      from
      its own negligence or wilful misconduct or that of its officers, employees
      or
      agents.

    


    10.6 
      In
      acting hereunder and in connection with the Notes, the Agents do not assume
      any
      relationship of agency and trust for the Noteholders, and shall not have any
      obligation towards them except that all funds held by the Fiscal Agent for
      payment of principal of or interest on the Notes shall be held exclusively
      for
      the benefit of and for payment to the Noteholders and shall be applied as set
      forth herein and in the Conditions. Except as otherwise required by applicable
      law, no Agent will be required to segregate any funds held by it hereunder
      from
      any of its other funds.

    


    10.7 
      Nothing
      herein shall be deemed to require any Agent to advance its own funds in the
      performance of its duties hereunder.

    


    10.8 The
      Agents may consult with legal and other professional advisers selected in good
      faith and satisfactory to them and the opinion of such advisers shall be full
      and complete protection in respect of any action taken, omitted or suffered
      hereunder in good faith and without negligence and in accordance with the
      opinion of such advisers.

    


    10.9
      The
      Agents shall be obliged to perform such duties and only such duties as are
      herein 

    specifically
      set forth, and no implied duties or obligations shall be read into this
      Agreement against the Agents. No Agent shall be under any obligation to take
      any
      action hereunder which it expects will result in any expense or liability of
      such Agent, the payment of which within a reasonable time is not, in its
      opinion, assured to it. The obligations of the Agents hereunder are several
      and
      not joint.

    


    10.10 The
      Agents, their affiliates and their respective officers and employees, in their
      individual or any other capacity, may become the owner of, or acquire any
      interest in, any Notes with the same rights that the Agents would have it they
      were not the Agents hereunder. 

    


    
      	11.	
              DUTIES
                AS CALCULATION AGENT

            


    

    


    The
      Calculation Agent shall, during the floating rate period (as defined in the
      Conditions) for the Notes, obtain such quotes and rates relating to CDOR and/or
      make such determinations, calculations, adjustments, notifications and
      publications as may be required to be made by it by the Conditions at the times
      and otherwise in accordance with the Conditions; and shall maintain a record
      of
      all quotations obtained by it and of all amounts, rates and other items
      determined or calculated by it and make such records available for inspection
      at
      all reasonable times by the Issuer and the Principal Paying Agent.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	12.	
              CHANGE
                IN AGENTS

            


    

    


    12.1 
      Each of
      the Fiscal Agent, Registrar, Calculation Agent and Principal Paying Agent in
      its
      capacity as such may be removed at any time by the giving to it of at least
      30
      days’ written notice to that effect signed on behalf of the Issuer specifying
      the date on which such removal shall become effective. Each of the Fiscal Agent,
      Registrar, Calculation Agent and Principal Paying Agent may at any time resign
      by giving at least 30 days’ written notice (unless the Issuer agrees to accept
      less notice) to that effect to the Issuer specifying the date on which such
      resignation shall become effective. Notwithstanding the foregoing, no such
      resignation or removal shall take effect within 30 days before or after any
      due
      date for payment of any Notes or before a new Fiscal Agent, Registrar,
      Calculation Agent and Principal Paying Agent, as the case may be, shall have
      been appointed by the Issuer as hereinafter provided, and such new Agent shall
      have accepted such appointment. Any change in any Agent shall be notified by
      the
      Issuer to the other Agent(s).

    


    12.2 The
      Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before
      the expiry of any notice under Clause 12.1 above, the Issuer has not appointed
      a
      replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf
      of
      the Issuer, to appoint in its place any reputable financial institution of
      good
      standing and the Issuer shall not unreasonably object to such
      appointment.

    


    12.3 Upon
      the
      effectiveness of the appointment of any successor Fiscal Agent, Registrar,
      Calculation Agent and Principal Paying Agent, as the case may be, pursuant
      to
      Clause 12.1, the Fiscal Agent, Registrar and Principal Paying Agent so removed
      shall cease to be a Fiscal Agent, Registrar, Calculation Agent and Principal
      Paying Agent, as the case may be, hereunder. Prior to the effectiveness of
      such
      appointment, the Fiscal Agent, Registrar, Calculation Agent and Principal Paying
      Agent shall hold all moneys deposited with it or held by it hereunder in respect
      of the Notes to the order of the respective successor Fiscal Agent, Registrar
      and Principal Paying Agent.

    


    
      	13.	
              NOTICES

            


    

    


    Notices
      shall be in writing (including by facsimile) and addressed to the relevant
      party
      hereto as follows:

    


    
      	
              (a)

            	
              If
                to the Issuer:

            


    

    


    Citigroup
      Inc.

    153
      East
      53rd
      Street

    New
      York,
      New York 10043

    Attention:
      Treasury Department

    Telephone:
      212-559-3553 

    Telefax: 212-793-5629 

    


    
      	
              (b)

            	
              If
                to the Fiscal Agent, Registrar, Calculation Agent and Principal Paying
                Agent:

            


    

    


    Citibank,
      N.A.

    Citigroup
      Centre

    Canada
      Square 

    Canary
      Wharf

    London
      E14 5LB

    Attn:
      Agency & Trust, Bond Desk

    Telefax: 44-020-7508-3878


    


    or
      at any
      other address of which any of the foregoing shall have notified the others,
      and
      shall be deemed to have been given when received by the relevant
      party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              14.

            	
               APPLICABLE
                LAW, PLACE OF
                JURISDICTION

            


    

    


    14.1 
      This
      Agreement shall be subject to New York law.

    


    14.2 
      The
      non-exclusive place for all proceedings arising out of this agreement shall
      be
      New York.

    


    
      	
              15.

            	
               MISCELLANEOUS

            


    

    


    15.1  The
      Fiscal Agent agrees to perform its obligations hereunder through its London
      Branch to the extent that this is necessary or appropriate in order to make
      payments to CDS or CDS Participants in accordance with the
      Conditions.

    


    15.2 
      The
      Fiscal Agent shall promptly advise the Issuer of any notice, including any
      notice declaring Notes due, which it may receive pursuant to the
      Conditions.

    


    15.3 
      Should
      any of the provisions of this Agreement be or become invalid, in whole or in
      part, the other provisions of this Agreement shall remain in force. Invalid
      provisions shall, according to the intent and purpose of this Agreement, be
      replaced by such valid provisions which in their economic effect come as close
      as legally possible to that of the invalid provisions.

    


    15.4 
      This
      Agreement may be signed in two or more counterparts.

    


    15.5 
      Terms
      not defined in this Agreement shall have the meanings ascribed to them in the
      Underwriting Agreement or the Conditions, as the case may be.

    


    15.6 
      If there
      is any conflict between the terms of this Agreement and the terms of the
      Indenture, the terms of the Indenture shall control.

    


    


    [remainder
      of page intentionally left blank]

    
       

      
         

      

      
         

        
          

        

      

      
         

      

       

    

    This
      Agreement has been entered into effective the date stated at the beginning
      hereof.

    


    


    CITIGROUP
      INC.

    


    


    /s/
      Charles E.
      Wainhouse                                           


    Charles
      E. Wainhouse, Assistant Treasurer

    


    


    CITIBANK,
      N.A.

    


    


    /s/
      Jillian
      Hamblin                                                        


    Jillian
      Hamblin, Vice President