CITIGROUP INC (Form: 8-K, Received: 12/11/2008 12:57:19)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 9, 2008

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9924	52-1568099
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

399 Park Avenue, New York, New York		10043
(Address of principal executive offices)		(Zip Code)

(212) 559-1000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CITIGROUP INC.

Current Report on Form 8-K

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No .

Description

1.01

Terms Agreement, dated December 2, 2008, among Citigroup Inc. (the “Company”) and the underwriters named therein , relating to the offer and sale of the Company's 2.875% Notes due December 9, 2011.

1.02

Terms Agreement, dated December 2, 2008, among the Company and the underwriters named therein , relating to the offer and sale of the Company's Floating Rate Notes due December 9, 2010.

1.03

Terms Agreement, dated December 3, 2008, among the Company and the underwriter named therein , relating to the offer and sale of the Company's Floating Rate Notes due December 9, 2010.

1.04

Terms Agreement, dated December 2, 2008, among the Company and the underwriters named therein , relating to the offer and sale of the Company's Floating Rate Notes due December 9, 2011.

4.01

Form of Note for the Company's 2.875% Notes due December 9, 2011.

4.02

Form of Note for the Company's Floating Rate Notes due December 9, 2010.

4.03

Form of Note for the Company's Floating Rate Notes due December 9, 2011.

4.04

Fifth Supplemental Indenture, dated as of December 9, 2008, between the Company and The Bank of New York Mellon, as trustee.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITIGROUP INC.

Date: December 11, 2008	By:	/s/ Charles E. Wainhouse
		Charles E. Wainhouse
		Assistant Treasurer

TERMS AGREEMENT

December 2, 2008

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$3,750,000,000 aggregate principal amount of its debt securities (the “Securities”) guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under the FDIC’s Temporary Liquidity Guarantee Program (“TLGP”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Barclays Capital Inc., Blaylock Robert Van, LLC, BNP Paribas Securities Corp., Cabrera Capital Markets, LLC, CastleOak Securities L.P., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Loop Capital Markets, LLC, RBC Capital Markets Corporation, Muriel Siebert & Co., Inc., TD Securities (USA) LLC, UBS Securities LLC, and The Williams Capital Group, as underwriters (the “Underwriters”), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.452% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be December 9, 2008, at 8:30 A.M. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the following terms:

Title:	2.875% Senior Notes Due 2011 Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program


Maturity:	December 9, 2011

Interest Rate:	2.875% per annum

Interest Payment Dates:	Semi-annually on the 9th day of each June and December, commencing June 9, 2009

Initial Price to Public:	99.752% of the principal amount thereof, plus accrued interest, if any, from December 9, 2008

Redemption Provisions:	The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated March 2, 2006

Record Date:	The June 1 st and December 1 st preceding each Interest Payment Date

Additional Terms:

The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. The relevant provisions of Article Eleven of the Indenture relating to defeasance shall apply to the Securities.

All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.

In addition to the representations and warranties provided by the Company in Section 1 of the Basic Provisions, the Company represents and warrants to, and agrees with, each Underwriter that, when issued and delivered pursuant to the Basic Provisions and the terms of this Terms Agreement, the Securities will be “FDIC-guaranteed debt” as defined in 12 CFR Section 370.2(i).

In addition to the agreements made by the Company in Section 5 of the Basic Provisions, the Company agrees with the several Underwriters that:

(a)

the proceeds of the sale of the Securities will not be used to prepay Company debt that is not FDIC-guaranteed debt;

(b)

payment of all assessments associated with the Company’s participation in the TLGP and the issuance of the Securities will be made within the time period and in the manner required by 12 CFR Section 370.6;

(c)

notice of the issuance of the Securities will be provided to the FDIC within five (5) calendar days of the date of issuance, as required by 12 CFR Section 370.6 and the FDIC’s Financial Institution Letter 139-2008; and

(d)

the Company will comply with all other procedures and requirements of the TLGP.

The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company, to obtain such listing due to listing requirements relating to the FDIC guarantee, the Company will have no obligation to obtain such listing. In such circumstance, the Company shall use its best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the good faith determination of the Company, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.

If the Securities are listed on the Luxembourg Stock Exchange, the Company agrees to use its best efforts to maintain such listing so long as any of the Securities are outstanding, provided, however, that:

(a) if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in listing requirements occurring after the date of the Prospectus Supplement, or

(b) if the Transparency Directive (as defined in the Prospectus Supplement) is implemented in Luxembourg in a manner that would require the Company to publish financial information according to accounting principles or standards that are materially different from United States generally accepted accounting principles,

the Company may de-list the Securities from the Luxembourg Stock Exchange and shall use its best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the good faith determination of the Company, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.

The Underwriters hereby agree in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of NASD Conduct Rule 2720 adopted by the Financial Industry Regulatory Authority.

The Underwriters hereby agree that the Securities will not be exclusively marketed and targeted to retail customers.

Selling Restrictions:

European Economic Area

The Underwriters represent and agree that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that , with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets Inc. for any such offer; or

(d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers ; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors ( investisseurs qualifiés ) and/or a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier . Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Hong Kong

Each Underwriter:

(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i),”professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Japan

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan. The Underwriters will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (ii) in compliance with the other relevant laws and regulations of Japan.

Singapore

The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section 275 of the SFA except:

(1)

to an institutional investor (for corporations, under Section 274 of the SFA )or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

(2)

where no consideration is given for the transfer; or

(3)

by operation of law.

In addition to the legal opinions required by Sections 6(b) and 6(c) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special U.S. tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus under the headings “United States Federal Income Tax Considerations — Introduction” and “— Non-United States Holders” does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities.

Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is special U.S. tax counsel to the Company. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriters.

Please accept this offer no later than 9:00 P.M. (Eastern Time) on December 2, 2008 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

“We hereby accept your offer, set forth in the Terms Agreement, dated December 2, 2008, to purchase the Securities on the terms set forth therein.”

	Very truly yours,

	CITIGROUP GLOBAL MARKETS INC.,
	on behalf of the Underwriters named herein


	By:	/s/ Jack D. McSpadden, Jr.
		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

ACCEPTED:

CITIGROUP INC.


By:	/s/ Charles E. Wainhouse
	Charles E. Wainhouse
	Assistant Treasurer

ANNEX A

Name of Underwriter	Principal Amount of Securities

Citigroup Global Markets Inc.	$	2,634,375,000
Banc of America Securities LLC		150,000,000
Goldman, Sachs & Co.		150,000,000
Greenwich Capital Markets, Inc.		150,000,000
J.P. Morgan Securities Inc.		150,000,000
Morgan Stanley & Co. Incorporated		150,000,000
Barclays Capital Inc.		28,125,000
Blaylock Robert Van, LLC		28,125,000
BNP Paribas Securities Corp.		28,125,000
Cabrera Capital Markets, LLC		28,125,000
CastleOak Securities L.P.		28,125,000
Credit Suisse Securities (USA) LLC		28,125,000
Deutsche Bank Securities Inc.		28,125,000
Loop Capital Markets, LLC		28,125,000
RBC Capital Markets Corporation		28,125,000
Muriel Siebert & Co., Inc.		28,125,000
TD Securities (USA) LLC		28,125,000
UBS Securities LLC		28,125,000
The Williams Capital Group		28,125,000
		28,125,000
Total	$	3,750,000,000

TERMS AGREEMENT

December 2, 2008

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$1,000,000,000 aggregate principal amount of its debt securities (the “Securities”) guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under the FDIC’s Temporary Liquidity Guarantee Program (“TLGP”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Samuel A. Ramirez & Co., Incorporated, RBC Capital Markets Corporation, SBK-Brooks Investment Corp, TD Securities (USA) LLC, Toussaint Capital Partners, LLC, UBS Securities LLC, and Utendahl Capital Group, LLC, as underwriters (the “Underwriters”), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.80% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be December 9, 2008, at 8:30 A.M. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the following terms:

Title:	Senior Floating Rate Notes Due 2010 Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program

Maturity:	December 9, 2010

Interest Rate:	Three-month LIBOR (Reuters LIBOR01) plus 0.55% determined as set forth in the Prospectus dated March 2, 2006 and the Prospectus Supplement dated December 2, 2008

Interest Payment Dates:	Quarterly on the 9 th day of each March, June, September and December, commencing March 9, 2009

Initial Price to Public:	100% of the principal amount thereof, plus accrued interest, if any, from December 9, 2008

Redemption Provisions:	The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated March 2, 2006

Record Date:	The business day immediately preceding each Interest Payment Date

Additional Terms:

In addition to the agreements made by the Company in Section 5 of the Basic Provisions, the Company agrees with the several Underwriters that:

(a)

the proceeds of the sale of the Securities will not be used to prepay Company debt that is not FDIC-guaranteed debt;

(b)

(c)

(d)

the Company will comply with all other procedures and requirements of the TLGP.

The Underwriters hereby agree that the Securities will not be exclusively marketed and targeted to retail customers.

Selling Restrictions:

European Economic Area

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

France

Hong Kong

Each Underwriter:

Japan

Singapore

(1)

(2)

where no consideration is given for the transfer; or

(3)

by operation of law.

“We hereby accept your offer, set forth in the Terms Agreement, dated December 2, 2008, to purchase the Securities on the terms set forth therein.”

	Very truly yours,

	CITIGROUP GLOBAL MARKETS INC.,
	on behalf of the Underwriters named herein


	By:	/s/ Jack D. McSpadden, Jr.
		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

ACCEPTED:

CITIGROUP INC.


By:	/s/ Charles E. Wainhouse
	Charles E. Wainhouse
	Assistant Treasurer

ANNEX A

Name of Underwriter	Principal Amount of Securities

Citigroup Global Markets Inc.	$	717,500,000
Banc of America Securities LLC		40,000,000
Goldman, Sachs & Co.		40,000,000
Greenwich Capital Markets, Inc.		40,000,000
J.P. Morgan Securities Inc.		40,000,000
Morgan Stanley & Co. Incorporated		40,000,000
Barclays Capital Inc.		7,500,000
BNP Paribas Securities Corp.		7,500,000
Credit Suisse Securities (USA) LLC		7,500,000
Deutsche Bank Securities Inc.		7,500,000
Samuel A. Ramirez & Co., Incorporated		7,500,000
RBC Capital Markets Corporation		7,500,000
SBK-Brooks Investment Corp		7,500,000
TD Securities (USA) LLC		7,500,000
Toussaint Capital Partners, LLC		7,500,000
UBS Securities LLC		7,500,000
Utendahl Capital Group, LLC		7,500,000
Total	$	1,000,000,000

TERMS AGREEMENT

December 3, 2008

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$250,000,000 aggregate principal amount of its debt securities (the “Securities”) guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under the FDIC’s Temporary Liquidity Guarantee Program (“TLGP”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., as underwriter, (the “Underwriter”), offer to purchase the principal amount of the Securities set forth opposite our name on the list attached as Annex A hereto at 99.80% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be December 9, 2008, at 8:30 A.M. (Eastern Time). The Securities will form a part of the same series and will be fully fungible with the Company’s Senior Floating Rate Notes due 2010 proposed to be issued and sold on December 9, 2008 and described in a terms agreement dated December 2, 2008 among the Company and the underwriters named therein. The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the following terms:

Title:	Senior Floating Rate Notes Due 2010 Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program

Maturity:	December 9, 2010

Interest Rate:	Three-month LIBOR (Reuters LIBOR01) plus 0.55% determined as set forth in the Prospectus dated March 2, 2006 and the Prospectus Supplement dated December 2, 2008

Interest Payment Dates:	Quarterly on the 9 th day of each March, June, September and December, commencing March 9, 2009

Initial Price to Public:	100% of the principal amount thereof, plus accrued interest, if any, from December 9, 2008

Redemption Provisions:	The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated March 2, 2006

Record Date:	The business day immediately preceding each Interest Payment Date

Additional Terms:

In addition to the representations and warranties provided by the Company in Section 1 of the Basic Provisions, the Company represents and warrants to, and agrees with, the Underwriter that, when issued and delivered pursuant to the Basic Provisions and the terms of this Terms Agreement, the Securities will be “FDIC-guaranteed debt” as defined in 12 CFR Section 370.2(i) and will be entitled to the benefits of the guarantee described in 12 CFR Section 370.3(a).

In addition to the agreements made by the Company in Section 5 of the Basic Provisions, the Company agrees with the Underwriter that:

(a)

the proceeds of the sale of the Securities will not be used to prepay Company debt that is not FDIC-guaranteed debt;

(b)

(c)

(d)

the Company will comply with all other procedures and requirements of the TLGP.

The Underwriter hereby agrees in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of NASD Conduct Rule 2720 adopted by the Financial Industry Regulatory Authority.

The Underwriter hereby agrees that the Securities will not be exclusively marketed and targeted to retail customers.

Selling Restrictions:

European Economic Area

The Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that , with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

The Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers ; the Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors ( investisseurs qualifiés ) and/or a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier . The Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Hong Kong

The Underwriter:

Japan

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan. The Underwriter will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (ii) in compliance with the other relevant laws and regulations of Japan.

Singapore

The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, the Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

The Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

(1)

(2)

where no consideration is given for the transfer; or

(3)

by operation of law.

In addition to the legal opinions required by Sections 6(b) and 6(c) of the Basic Provisions, the Underwriter shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special U.S. tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus under the headings “United States Federal Income Tax Considerations — Introduction” and “— Non-United States Holders” does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities.

Please accept this offer no later than 9:00 P.M. (Eastern Time) on December 3, 2008 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

“We hereby accept your offer, set forth in the Terms Agreement, dated December 3, 2008, to purchase the Securities on the terms set forth therein.”

	Very truly yours,

	CITIGROUP GLOBAL MARKETS INC.


	By:	/s/ Jack D. McSpadden, Jr.
		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

ACCEPTED:

CITIGROUP INC.


By:	/s/ Charles E. Wainhouse
	Charles E. Wainhouse
	Assistant Treasurer

ANNEX A

Name of Underwriter	Principal Amount of Securities

Citigroup Global Markets Inc.	$	250,000,000

Total	$	250,000,000

TERMS AGREEMENT

December 2, 2008

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Attention: Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$750,000,000 aggregate principal amount of its debt securities (the “Securities”) guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under the FDIC’s Temporary Liquidity Guarantee Program (“TLGP”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Samuel A. Ramirez & Co., Incorporated, RBC Capital Markets Corporation, SBK-Brooks Investment Corp, TD Securities (USA) LLC, Toussaint Capital Partners, LLC, UBS Securities LLC, and Utendahl Capital Group, LLC, as underwriters (the “Underwriters”), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.75% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be December 9, 2008, at 8:30 A.M. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the following terms:

Title:	Senior Floating Rate Notes Due 2011 Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program

Maturity:	December 9, 2011

Interest Rate:	One-month LIBOR (Reuters LIBOR01) plus 0.80% determined as set forth in the Prospectus dated March 2, 2006 and the Prospectus Supplement dated December 2, 2008

Interest Payment Dates:	Monthly on the 9 th day of each month, commencing January 9, 2009

Initial Price to Public:	100% of the principal amount thereof, plus accrued interest, if any, from December 9, 2008

Redemption Provisions:	The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated March 2, 2006

Record Date:	The business day immediately preceding each Interest Payment Date

Additional Terms:

In addition to the agreements made by the Company in Section 5 of the Basic Provisions, the Company agrees with the several Underwriters that:

(a)

the proceeds of the sale of the Securities will not be used to prepay Company debt that is not FDIC-guaranteed debt;

(b)

(c)

(d)

the Company will comply with all other procedures and requirements of the TLGP.

The Underwriters hereby agree that the Securities will not be exclusively marketed and targeted to retail customers.

Selling Restrictions:

European Economic Area

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

France

Hong Kong

Each Underwriter:

Japan

Singapore

(1)

(2)

where no consideration is given for the transfer; or

(3)

by operation of law.

“We hereby accept your offer, set forth in the Terms Agreement, dated December 2, 2008, to purchase the Securities on the terms set forth therein.”

	Very truly yours,

	CITIGROUP GLOBAL MARKETS INC.,
	on behalf of the Underwriters named herein


	By:	/s/ Jack D. McSpadden, Jr.
		Name: Jack D. McSpadden, Jr.
		Title: Managing Director

ACCEPTED:

CITIGROUP INC.


By:	/s/ Charles E. Wainhouse
	Charles E. Wainhouse
	Assistant Treasurer

ANNEX A

Name of Underwriter	Principal Amount of Securities

Citigroup Global Markets Inc.	$	538,125,000
Banc of America Securities LLC		30,000,000
Goldman, Sachs & Co.		30,000,000
Greenwich Capital Markets, Inc.		30,000,000
J.P. Morgan Securities Inc.		30,000,000
Morgan Stanley & Co. Incorporated		30,000,000
Barclays Capital Inc.		5,625,000
BNP Paribas Securities Corp.		5,625,000
Credit Suisse Securities (USA) LLC		5,625,000
Deutsche Bank Securities Inc.		5,625,000
Samuel A. Ramirez & Co., Incorporated		5,625,000
RBC Capital Markets Corporation		5,625,000
SBK-Brooks Investment Corp		5,625,000
TD Securities (USA) LLC		5,625,000
Toussaint Capital Partners, LLC		5,625,000
UBS Securities LLC		5,625,000
Utendahl Capital Group, LLC		5,625,000
Total	$	750,000,000

This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the "Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

CITIGROUP INC.

2.875% Notes due December 9, 2011


REGISTERED	REGISTERED

	CUSIP: 17313U AA7
	ISIN: US17313U AA79
	Common Code: 040421742

No. R-0001	$

CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $__________ on December 9, 2011 and to pay interest thereon from and including December 9, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, on June 9 and December 9 of each year, commencing June 9, 2009, at the rate of 2.875% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the June 1 and December 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Interest hereon will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

If either an Interest Payment Date or the Maturity of the Notes falls on a day that is not a Business Day, such Interest Payment Date or Maturity will be the next succeeding Business Day. If a date for payment of interest or principal on the Notes falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest.

For these purposes, “Business Day” means any day which is a day on which commercial banks settle payments and are open for general business in The City of New York.

The Company and the Trustee acknowledge that the Company is a “participating entity”, as that term is defined in 12 CFR Section 370.2(g), in the debt guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program (“TLGP”). As a result, this debt is guaranteed under the FDIC TLGP 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.

The Trustee is hereby designated as the duly authorized representative of the holder 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.

Payment of the principal of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New York.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 9, 2008

CITIGROUP INC.

By: _________________________________

Title: Chief Accounting Officer

ATTEST:

By: ___________________________

Title: Assistant Secretary

This is one of the Notes of the series issued under the within-mentioned Indenture.

Dated: December 9 , 2008

THE BANK OF NEW YORK MELLON,

as Trustee

By: _________________________________

Name:

Title:

-or-

CITIBANK, N.A.,

as Authenticating Agent

By: _________________________________

Name:

Title:

This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the "Indenture"), between the Company and The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal to $3,750,000,000.

If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture; provided, however, that no acceleration of the amounts due on the Notes of this series will be permitted at any time that the FDIC is making timely guarantee payments on the Notes of this series in accordance with the Debt Guarantee Program.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.

The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee; provided further that the express written consent of the FDIC will be required to amend, modify or waive any provision of the Indenture or any supplemental indenture relating to principal, interest, default or ranking provisions of the Notes, any provision of the Notes that is required to be included in connection with the Debt Guarantee Program, or any other provision the amendment of which would require the consent of any or all of the holders of the Notes.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.

The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of $1,000 and whole multiples of $1,000 in excess thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Notes or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company in The City of New York for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Company will pay additional amounts ("Additional Amounts") to the beneficial owner of any Note that is a non-United States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a "net payment" on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Note.

The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.

(1)

(a)

having a relationship with the United States as a citizen, resident or otherwise;

(b)

having had such a relationship in the past or

(c)

being considered as having had such a relationship.

(2)

(a)

being treated as present in or engaged in a trade or business in the United States;

(b)

being treated as having been present in or engaged in a trade or business in the United States in the past or

(c)

having or having had a permanent establishment in the United States.

(3)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such terms are defined in the Internal Revenue Code of 1986, as amended):

(a)

personal holding company;

(b)

foreign personal holding company;

(c)

foreign private foundation or other foreign tax-exempt organization;

(d)

passive foreign investment company;

(e)

controlled foreign corporation or

(f)

corporation which has accumulated earnings to avoid United States federal income tax.

(4)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in a Note as an extension of credit in the ordinary course of its trade or business.

For purposes of items (1) through (4) above, "beneficial owner" means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

(5)

Additional Amounts will not be payable to any beneficial owner of a Note that is a:

(a)

fiduciary;

(b)

partnership;

(c)

limited liability company or

(d)

other fiscally transparent entity

or that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

(6)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

(7)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent.

(8)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.

(9)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later.

(10)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any:

(a)

estate tax;

(b)

inheritance tax;

(c)

gift tax;

(d)

sales tax;

(e)

excise tax;

(f)

transfer tax;

(g)

wealth tax;

(h)

personal property tax or

(i)

any similar tax, assessment, withholding, deduction or other governmental charge.

(11)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent.

(12)

Additional amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive.

(13)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (12) above.

Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government.

As used in this Note, "United States person" means:

(a)

any individual who is a citizen or resident of the United States;

(b)

any corporation, partnership or other entity created or organized in or under the laws of the United States;

(c)

any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and

(d)

any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust.

Additionally, "non-United States person" means a person who is not a United States person, and "United States" means the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.

Except as provided below, the Notes may not be redeemed prior to maturity.

(1) The Company may, at its option, redeem the Notes if:

(a)

the Company becomes or will become obligated to pay Additional Amounts as described above;

(b)

the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after December 2, 2008 and

(c)

the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company.

(2)

The Company may also redeem the Notes, at its option, if:

(a)

any act is taken by a taxing authority of the United States on or after December 2, 2008, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described above;

(b)

(c)

the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described under above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms.

Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.

CITIGROUP INC.

Floating Rate Notes due December 9, 2010


REGISTERED	REGISTERED

	CUSIP: 17313U AB 5
	ISIN: US17313UAB52
	Common Code: 040422374

No. R-0001	$

CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $________ on December 9, 2010 and to pay interest thereon from and including December 9, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly, on March 9, June 9, September 9 and December 9 of each year, commencing March 9, 2009, at the rate per annum for each Interest Period of three-month LIBOR, determined as provided herein, plus 0.55% until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.

Interest hereon will be calculated on the basis of the actual number of days elapsed in an Interest Period and a 360-day year. Dollar amounts resulting from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward. An "Interest Period" shall be the period from and including an Interest Payment Date (or from December 9, 2008 in the case of the first Interest Payment Date) to and including the day immediately preceding the next Interest Payment Date.

If an Interest Payment Date falls on a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day. If the Maturity of the Notes falls on a day that is not a Business Day, the payment due on Maturity will be postponed to the next succeeding Business Day, and no further interest will accrue in respect of such postponement. If a date for payment of interest or principal on the Notes falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest.

For these purposes, “Business Day” means any day which is a day on which commercial banks settle payments and are open for general business in The City of New York.

Payment of the principal of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New York.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 9, 2008

CITIGROUP INC.

By: _________________________________

Title: Chief Accounting Officer

ATTEST:

By: ___________________________

Title: Assistant Secretary

This is one of the Notes of the series issued under the within-mentioned Indenture.

Dated: December 9, 2008

THE BANK OF NEW YORK MELLON,

as Trustee

By: _________________________________

Name:

Title:

-or-

CITIBANK, N.A.,

as Authenticating Agent

By: _________________________________

Name:

Title:

This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal to $1,250,000,000.

This Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., acting as Calculation Agent. The interest rate on this Note for a particular Interest Period will be a per annum rate equal to three-month LIBOR as determined on the related Interest Determination Date, plus 0.55%. The Interest Determination Date for an Interest Period will be the second London business day preceding such Interest Period. The Interest Determination Date for the first Interest Period was December 5, 2008. Promptly upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

On any Interest Determination Date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of six months for the next Interest Period, in amounts of at least $1,000,000, as such rate appears on Reuters Screen LIBOR01 at approximately 11:00 a.m., London time, on such Interest Determination Date. If the Reuters Screen LIBOR01 is replaced by another service or ceases to exist, the Calculation Agent will use the replacing service or such other service that may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits.

If no offered rate appears on Reuters Screen LIBOR01 on an Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which six-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Calculation Agent will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the Interest Determination Date for loans in U.S. dollars to leading European banks having an index maturity of six months for the applicable Interest Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next Interest Period will be set equal to the rate of LIBOR for the current Interest Period.

The Luxembourg Stock Exchange shall be notified of the interest rate, the amount of the interest payment and the Interest Payment Date for a particular Interest Period not later than the first day of such Interest Period. Upon request from any Noteholder, the Calculation Agent will provide the interest rate in effect on this Note for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.

The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.

(1)

(a)

having a relationship with the United States as a citizen, resident or otherwise;

(b)

having had such a relationship in the past or

(c)

being considered as having had such a relationship.

(2)

(a)

being treated as present in or engaged in a trade or business in the United States;

(b)

being treated as having been present in or engaged in a trade or business in the United States in the past or

(c)

having or having had a permanent establishment in the United States.

(3)

(a)

personal holding company;

(b)

foreign personal holding company;

(c)

foreign private foundation or other foreign tax-exempt organization;

(d)

passive foreign investment company;

(e)

controlled foreign corporation or

(f)

corporation which has accumulated earnings to avoid United States federal income tax.

(4)

(5)

Additional Amounts will not be payable to any beneficial owner of a Note that is a:

(a)

fiduciary;

(b)

partnership;

(c)

limited liability company or

(d)

other fiscally transparent entity

(6)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

(7)

(8)

(9)

(10)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any:

(a)

estate tax;

(b)

inheritance tax;

(c)

gift tax;

(d)

sales tax;

(e)

excise tax;

(f)

transfer tax;

(g)

wealth tax;

(h)

personal property tax or

(i)

any similar tax, assessment, withholding, deduction or other governmental charge.

(11)

(12)

(13)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (12) above.

As used in this Note, "United States person" means:

(a)

any individual who is a citizen or resident of the United States;

(b)

any corporation, partnership or other entity created or organized in or under the laws of the United States;

(c)

any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and

(d)

Except as provided below, the Notes may not be redeemed prior to maturity.

(1) The Company may, at its option, redeem the Notes if:

(a)

the Company becomes or will become obligated to pay Additional Amounts as described above;

(b)

(c)

(2)

The Company may also redeem the Notes, at its option, if:

(a)

(b)

(c)

the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms.

Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days’ nor more than 60 days’ prior notice by the Trustee of the date fixed for such redemption.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.

CITIGROUP INC.

Floating Rate Notes due December 9, 2011


REGISTERED	REGISTERED

	CUSIP: 17313U AC 3
	ISIN: US17313UAC36
	Common Code: 040422331

No. R-0001	$

CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $__________ on December 9, 2011 and to pay interest thereon from and including December 9, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, monthly, on the ninth day of each month, commencing January 9, 2009, at the rate per annum for each Interest Period of one-month LIBOR, determined as provided herein, plus 0.80% until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.

For these purposes, “Business Day” means any day which is a day on which commercial banks settle payments and are open for general business in The City of New York.

Payment of the principal of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New York.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 9, 2008

CITIGROUP INC.

By: _________________________________

Title: Chief Accounting Officer

ATTEST:

By: ___________________________

Title: Assistant Secretary

This is one of the Notes of the series issued under the within-mentioned Indenture.

Dated: December 9, 2008

THE BANK OF NEW YORK MELLON,

as Trustee

By: _________________________________

Name:

Title:

-or-

CITIBANK, N.A.,

as Authenticating Agent

By: _________________________________

Name:

Title:

This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal to $750,000,000.

This Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., acting as Calculation Agent. The interest rate on this Note for a particular Interest Period will be a per annum rate equal to one-month LIBOR as determined on the related Interest Determination Date, plus 0.80%. The Interest Determination Date for an Interest Period will be the second London business day preceding such Interest Period. The Interest Determination Date for the first Interest Period was December 5, 2008. Promptly upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.

(1)

(a)

having a relationship with the United States as a citizen, resident or otherwise;

(b)

having had such a relationship in the past or

(c)

being considered as having had such a relationship.

(2)

(a)

being treated as present in or engaged in a trade or business in the United States;

(b)

being treated as having been present in or engaged in a trade or business in the United States in the past or

(c)

having or having had a permanent establishment in the United States.

(3)

(a)

personal holding company;

(b)

foreign personal holding company;

(c)

foreign private foundation or other foreign tax-exempt organization;

(d)

passive foreign investment company;

(e)

controlled foreign corporation or

(f)

corporation which has accumulated earnings to avoid United States federal income tax.

(4)

(5)

Additional Amounts will not be payable to any beneficial owner of a Note that is a:

(a)

fiduciary;

(b)

partnership;

(c)

limited liability company or

(d)

other fiscally transparent entity

(6)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

(7)

(8)

(9)

(10)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any:

(a)

estate tax;

(b)

inheritance tax;

(c)

gift tax;

(d)

sales tax;

(e)

excise tax;

(f)

transfer tax;

(g)

wealth tax;

(h)

personal property tax or

(i)

any similar tax, assessment, withholding, deduction or other governmental charge.

(11)

(12)

(13)

Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (12) above.

As used in this Note, "United States person" means:

(a)

any individual who is a citizen or resident of the United States;

(b)

any corporation, partnership or other entity created or organized in or under the laws of the United States;

(c)

any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and

(d)

Except as provided below, the Notes may not be redeemed prior to maturity.

(1) The Company may, at its option, redeem the Notes if:

(a)

the Company becomes or will become obligated to pay Additional Amounts as described above;

(b)

(c)

(2)

The Company may also redeem the Notes, at its option, if:

(a)

(b)

(c)

the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms.

Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days’ nor more than 60 days’ prior notice by the Trustee of the date fixed for such redemption.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.

CITIGROUP INC.,

as Issuer

and

THE BANK OF NEW YORK MELLON,

as Trustee

Fifth Supplemental Indenture

Dated as of December 9, 2008

Supplement to Indenture dated as of March 15, 1987

providing for the issuance of

Debt Securities

FIFTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2008 (this “ Fifth Supplemental Indenture ” ), between CITIGROUP INC., a Delaware corporation (the “ Company ” ), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee (the “ Trustee ”) under the Indenture, dated as of March 15, 1987, supplemented by a First Supplemental Indenture, dated as of December 15, 1988, a Second Supplemental Indenture, dated as of January 31, 1991, a Third Supplemental Indenture, dated as of December 9, 1992, and a Fourth Supplemental Indenture, dated as of November 2, 1998 (as supplemented, 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, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Sections 13.03 and 14.03 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Fifth Supplemental Indenture have been complied with;

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

NOW, THEREFORE, the Company 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 Fifth Supplemental Indenture unless otherwise specified herein;

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

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

Section 1.2 General . The terms of this Fifth 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, “ Guaranteed Securities ”) and shall not apply to any other series of Securities.

ARTICLE II

ADDITIONAL TERMS UNDER TLG PROGRAM

Section 2.1 FDIC Debt Guarantee Program. The parties to this Fifth Supplemental Indenture acknowledge that the Company has not opted out of the debt guarantee program (the “ Debt Guarantee Program ”) established by the FDIC under its TLG Program. As a result, each series of 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.

(a) The Trustee is designated under this Fifth Supplemental Indenture as the duly authorized representative of the holder of 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.

(b) Upon an uncured failure by the Company to make a timely payment of principal or interest under any Guaranteed Securities (a “ Payment Default ”), the Trustee, on behalf of all holders of such Guaranteed Securities that are represented by the Trustee, 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 prior to the final maturity or redemption of such 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 on the final maturity date or on a redemption date for such 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 2.3 Subrogation. The FDIC shall be subrogated to all of the rights of the holders of Guaranteed Securities and the Representative under this Fifth Supplemental Indenture against the Company 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 2.4 Assignment.

(a) The holders of 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 Fifth 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 under the Indenture and this Fifth Supplemental Indenture on behalf of the holders of Guaranteed Securities. The Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the Guaranteed Securities for all purposes of the Indenture, as supplemented by this Fifth Supplemental Indenture and upon any such assignment, the FDIC shall be deemed a holder under the Indenture, as supplemented by this Fifth Supplemental Indenture, for all purposes hereof, and the Company hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Indenture and of this Fifth Supplemental Indenture as a result of such assignment.

(b) Each holder of 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 Fifth 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 under the Indenture and this Fifth Supplemental Indenture. The Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the Guaranteed Securities for all purposes of the Indenture, as supplemented by this Fifth Supplemental Indenture, and upon any such assignment, the FDIC shall be deemed a holder under the Indenture, as supplemented by this Fifth Supplemental Indenture, for all purposes thereof, and the Company hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Indenture and of this Fifth Supplemental Indenture as a result of such assignment.

Section 2.5 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 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 Guaranteed Securities, if any.

Section 2.6 Notice to FDIC. If, at any time prior to the earlier of (a) full satisfaction of the payment obligations of the Company with respect to Guaranteed Securities, or (b) expiration of the Effective Period, the Company is in default of any payment obligation with respect to 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.

The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch

Division of Resolutions and Receiverships

Attention: Master Agreement

550 17 th Street N.W.

Washington, D.C. 20429

Section 2.7 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 ”) will constitute a senior unsecured general obligation of the Company, ranking pari passu with any indebtedness issued under the Indenture.

Section 2.8 Events of Default. Section 6.02 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 Guaranteed Securities of any series will be permitted at any time that the FDIC is making timely guarantee payments on the Guaranteed Securities of such series in accordance with the Debt Guarantee Program.”

Section 2.9 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 Fifth Supplemental Indenture that is related to the principal, interest, payment, default or ranking of the 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture is in all respects ratified and confirmed, and this Fifth 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 Fifth 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.

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

CITIGROUP INC.

By: /s/ Martin A. Waters

Name: Martin A. Waters

Title: Assistant Treasurer

THE BANK OF NEW YORK MELLON,

as Trustee

By: /s/ Christopher Greene

Name: Christopher Greene

Title: Vice President

Annex A

FORM OF ASSIGNMENT 1

This Assignment is made pursuant to the terms of Section 2.4 of the Fifth Supplemental Indenture, dated as of December 9, 2008, 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 ”), and Citigroup Inc. (the “ Issuer ”) 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 regarding obligations of the Issuer 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 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.]

1	This Form of Assignment shall be modified as appropriate if the assignment is being made by an individual debt holder rather than the Representative or if the debt being assigned is not in certificated form or otherwise represented by a written instrument.

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.

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, 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.

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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)

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

THE FEDERAL DEPOSIT INSURANCE CORPORATION

By: ______________________________

(Signature)

Name: ____________________________

(Print)

Title: _____________________________

(Print)