CITIGROUP
FUNDING INC.

     

    Medium-Term
Notes, Series D and Series E

      


      


    AMENDMENT
NO. 1 to GLOBAL SELLING AGENCY AGREEMENT

    


    AMENDMENT
No. 1 dated as of March 10, 2009 (this “Amendment”), to the Global Selling
Agency Agreement dated as of April 20, 2006 (the “Agreement”), among Citigroup
Funding Inc. (the “Company”), Citigroup Inc. (the “Guarantor”), Citigroup Global
Markets Inc. (the “U.S. Agent”) and Citigroup Global Markets Limited (the
“International Agent”; and together with the “U.S. Agent,” the “Agents”).
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Agreement.

     

    WHEREAS,
the Company and the Guarantor have filed with the Commission an automatic shelf
registration statement on Form S-3 (No. 333-157386), including a base prospectus
dated February 18, 2009, for registration under the Securities Act of the
offering and sale of the Company’s debt securities, index warrants, debt
security and index warrant units, and debt security and exchange agreement
units, fully and unconditionally guaranteed by the Guarantor.

     

    WHEREAS,
the Company and the Guarantor have filed with the Commission a final prospectus
supplement dated February 18, 2009 relating to the offering and sale of
Medium-Term Notes, Series D and Series E, in registered form, and the plan of
distribution thereof.

     

    WHEREAS,
the automatic shelf registration statement on Form S-3 (No. 333-132370) referred
to in the Agreement will be deemed terminated on the date that is three years
after its initial effective date.

     

    WHEREAS,
the Company, the Guarantor and the Agents intend to continue to issue, sell and
purchase, as applicable, the Medium-Term Notes, Series D and Series E, in
registered form, pursuant to the Agreement.

     

    NOW,
THEREFORE, the Company, the Guarantor and the Agents hereby agree as
follows:

     

    SECTION
1. Amendment to
Section 1(a). The Paragraph (a) of Section 1 of the Agreement is hereby
amended to delete the phrase “dated March 10, 2006”.

     

    SECTION
2.  Deletion
of provisions.  The definition of and any reference to the
“Euro Medium-Term Notes”, the “Euro Prospectus Supplement” and the “Euro
Procedures” are hereby deleted. Exhibit B to the Agreement is deleted in its
entirety.

     

    SECTION
3. Amendment to
definitions. Any reference to the Prospectus Supplements is hereby
intended to refer to the U.S. Prospectus Supplement. Any reference to the
Prospectuses is hereby intended to refer to the Base Prospectus and the U.S.
Prospectus Supplement, together. Any reference to the Notes is hereby intended
to refer to the Medium-Term Notes.

     

    
      
         

      

      
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    SECTION
4. Addition of new
Section. The following Section 17 is added after Section 16:

     

    17. Notice of New Registration
Statement. (a)
Upon delivery by the Company and the Guarantor to the Agents of a properly
executed notice in the form attached as Exhibit L hereto (a “Notice of New
Registration Statement”), (i) the file number contained in the first sentence of
Section 1(a) of this Agreement shall thereafter be deemed to refer to the file
number of the registration statement specified in such Notice of New
Registration Statement (the “New Registration Statement”), (ii) all references
in this Agreement to the “Registration Statement” shall thereafter be deemed to
refer to the New Registration Statement.

    


    (b)
Together with the notice required by Section 17(a), the Company and the
Guarantor shall deliver or cause to be delivered to the Agents the documents
required under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided
that such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall
apply to the New Registration Statement.

    


    SECTION
5.  Applicable
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

    SECTION 6.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one agreement.

     

    SECTION
7.  Amendment.  Except
as specifically amended or modified hereby, the Agreement shall continue in full
force and effect in accordance with the provisions thereof.  All
references in any other agreement or document to the Agreement shall, on and
after the date hereof, be deemed to refer to the Agreement as amended
hereby.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers, all as of the date 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

            
	 
	 
	      
              CITIGROUP
      GLOBAL MARKETS INC.

            
	 
	      
              By: 
      /s/ Nicholas Parcharidis

                    
                
      

              Name:  Nicholas
      Parcharidis

              Title:    Managing
      Director

            
	 
	 
	      
              CITIGROUP
      GLOBAL MARKETS LIMITED

            
	 
	      
              By: 
      /s/ Geoffrey S. Richards

                    
                
      

              Name:  Geoffrey
      S. Richards

              Title:    Authorized
      Signatory

            


    

    
       

      
        
           

        

        
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          EXHIBIT
L            


           

          [date]

           

           

          


           

          Citigroup
Global Markets Inc.

          388
Greenwich Street

          New York,
New York 10013

          (the
“U.S. Agent”)

          


           

          Citigroup
Global Markets Limited

          Citigroup
Centre

          Canada
Square

          Canary
Wharf

          London
E14 5LB

          ENGLAND

          (the
“International Agent”)

           

          
 

          Ladies
and Gentlemen:

          
 

          Re:
Notice of New Registration Statement on Form S-3 (No.
[         ])

           

          In
accordance with the provisions of the Global Selling Agency Agreement dated as
of April 20, 2006, as supplemented and amended from time to time, among
Citigroup Funding Inc. (the “Company”), Citigroup Inc. (the “Guarantor”),
Citigroup Global Markets Inc. (the “U.S. Agent”) and Citigroup Global Markets
Limited (the “International Agent”), we hereby notify you that a Registration
Statement on Form S-3 (No.
[         ]) as defined in Rule 405
under the Securities Act of 1933, as amended, and relating to the Notes was
filed by the Company and the Guarantor with the U.S. Securities and Exchange
Commission on [date], [also identify any amendments filed] (the “New
Registration Statement”) and became effective upon such filing.

           

          Accordingly,
the file number contained in the first sentence of Section 1(a) of the Global
Selling Agency Agreement shall be hereafter deemed to refer to the file number
of the New Registration Statement, and all references in the Global Selling
Agency Agreement to the “Registration Statement” shall be hereafter deemed to
refer to the New Registration Statement.

          


          
            
               

            

            
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          Very
truly yours,

           

          


          
            	      
                    CITIGROUP
      FUNDING INC.

                  
	 
	
                    By:

                          
                      
      

                    Name:

                    Title:

                  
	 


          

           

          
            	      
                    CITIGROUP
      INC.

                  
	 
	
                    By:

                          
                      
      

                    Name:

                    Title:

                  
	 


          

           

          


          The
foregoing notice is hereby

          received
as of the date

          hereof:

          


           

          
            	      
                          
                      CITIGROUP
      GLOBAL MARKETS INC.

                    

                  
	 
	
                    By:

                          
                      
      

                    Name:

                    Title:

                  
	 


          

           

          
            	      
                          
                      
                        CITIGROUP
      GLOBAL MARKETS LIMITED

                      

                    

                  
	 
	
                    By:

                          
                      
      

                    Name:

                    Title:

                  
	 
	 


          

        

      

    

     

     

    
      
         

      

      
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