CITIGROUP
FUNDING INC.

      Index
Warrants, Series W-A

      


      


      AMENDMENT
NO. 1 to SELLING AGENCY AGREEMENT

      


      AMENDMENT
No. 1 dated as of March 10, 2009 (this “Amendment”), to the Selling Agency
Agreement dated as of November 22, 2006 (the “Agreement”), among Citigroup
Funding Inc. (the “Company”), Citigroup Inc. (the “Guarantor”), and Citigroup
Global Markets Inc. (the “Agent”). 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 25, 2009 relating to the offering and sale of Index
Warrants, Series W-A, 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 Agent intend to continue to issue, sell and
purchase, as applicable, the Index Warrants, Series W-A, in registered form,
pursuant to the Agreement.

       

      NOW,
THEREFORE, the Company, the Guarantor and the Agent 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. 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 Agent of a properly
executed notice in the form attached as Exhibit K 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.

      


      
        
           

        

        
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      (b)
Together with the notice required by Section 17(a), the Company and the
Guarantor shall deliver or cause to be delivered to the Agent 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
3.  Applicable
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

       

      SECTION 4.  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
5.  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

              


      

      
         

        
          
            
            

          

          
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            EXHIBIT
K              


             

            [date]

             

             

            


             

            Citigroup
Global Markets Inc.

            388
Greenwich Street

            New York,
New York 10013

            (the
“Agent”)

            


            


            Ladies
and Gentlemen:

             

            


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

             

            In
accordance with the provisions of the Selling Agency Agreement dated as of
November 22, 2006, as supplemented and amended from time to time, among
Citigroup Funding Inc. (the “Company”), Citigroup Inc. (the “Guarantor”), and
Citigroup Global Markets Inc. (the “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 Warrants 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 Selling
Agency Agreement shall be hereafter deemed to refer to the file number of the
New Registration Statement, and all references in the 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:

                    
	 


            

          

        

      

       

      
        
          
          

        

        
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