Fifth Supplemental Indenture

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

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 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 .

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

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 sh