First Supplemental Indenture

CITIGROUP FUNDING INC.,

as Issuer

CITIGROUP INC.,

as Guarantor

and

THE BANK OF NEW YORK MELLON,

as Successor Trustee

First Supplemental Indenture

Dated as of January 21, 2009

Supplement to Indenture dated as of June 1, 2005

providing for the issuance of

Debt Securities

RECITALS:

WHEREAS, each of the Company and the Guarantor has delivered to the Trustee an Officers’ Certificate pursuant to Section 14.03 of the Indenture to the effect that this Supplemental Indenture has been duly authorized and executed;

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel pursuant to Section 16.02 stating that this Supplemental Indenture complies with, and the execution is authorized and permitted by, the provisions of the Indenture;

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

NOW, THEREFORE, the Company, the Guarantor and the Trustee agree as follows:

ARTICLE I

DEFINITIONS; GENERAL

Section 1.1       Definition of Terms .

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

Section 1.2       General . The terms of this 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, “ FDIC 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 Supplemental Indenture acknowledge that the Company is an eligible entity pursuant to the debt guarantee program (the “ Debt Guarantee Program ”) established by the FDIC under its TLG Program and that the Company has not opted out of the Debt Guarantee Program. As a result, each series of FDIC 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. The Trustee is designated under this Supplemental Indenture as the duly authorized representative of the holders of FDIC 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.

Section 2.3       Demand for Payment.  Upon an uncured failure by the Company and the Guarantor to make a timely payment of principal or interest under any FDIC Guaranteed Securities (a “ Payment Default ”), the Representative, on behalf of all holders of such FDIC Guaranteed Securities that are represented by the Representative, 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 and the Guarantor prior to the final maturity or redemption of such FDIC 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 and the Guarantor on the final maturity date or on a redemption date for such FDIC 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 2.4       Subrogation. The FDIC shall be subrogated to all of the rights of the holders of FDIC Guaranteed Securities and the Representative under this Supplemental Indenture against the Company and the Guarantor 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 2.5       Assignment.

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

(b)           Each holder of FDIC Guaranteed Securities that