Pursuant to Sections 202 and 301(h) of the Indenture

Exhibit 4.1

CITIBANK CREDIT CARD ISSUANCE TRUST

Citiseries

Class 2009-A3 Notes

Issuer Certificate

Pursuant to Sections 202 and 301(h) of the Indenture

Reference is made to the Indenture, dated as of September 26, 2000, as amended by Amendment No. 1 thereto dated as of November 14, 2001, each between Citibank Credit Card Issuance Trust (the "Issuer") and Deutsche Bank Trust Company Americas, as trustee (the "Indenture").  Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Indenture. All references herein to designated Sections are to the designated Sections of the Indenture.

Section 301(h) provides that the Issuer may from time to time create a tranche of Notes either by or pursuant to an Issuer Certificate setting forth the principal terms thereof.  Pursuant to this Issuer Certificate, there is hereby created a tranche of Notes having the following terms:

Series Designation :  Citiseries.  This series is included in Group 1.

Tranche Designation :  $600,000,000  2.70% Class 2009-A3 Notes of June 2011 (Legal Maturity Date June 2013) (hereinafter, the "Class 2009-A3 Notes")

Currency :  The Class 2009-A3 Notes will be payable, and denominated, in Dollars.

Denominations :  The Class 2009-A3 Notes will be issuable in minimum denominations of $100,000 and multiples of $1,000 in excess of that amount.

Issuance Date :  June 25, 2009

Initial Principal Amount :  $600,000,000

Issue Price :  99.865%

Interest Rate :  2.70% per annum, calculated on the basis of a 360-day year of twelve 30-day months.

Scheduled Interest Payment Dates :  The 23rd day of each June and December, beginning December 2009.

Each payment of interest on the Class 2009-A3 Notes will include all interest accrued from and including the preceding Interest Payment Date -- or, for the first interest period, from and including the Issuance Date -- to and including the day preceding the current Interest Payment Date, plus any interest accrued but not previously paid.

The first deposit targeted to be made to the Interest Funding sub-Account for the Class 2009-A3 Notes will be on the July 23, 2009 Interest Deposit Date and in an amount equal to $1,260,000.00.

Expected Principal Payment Date :  June 23, 2011

Legal Maturity Date :  June 24, 2013

Monthly Principal Date:   For the month in which the Expected Principal Payment Date occurs, June 23, 2011, and for each other month, the 23rd day of such month, or if such day is not a Business Day, the next following Business Day.

Required Subordinated Amount of Class B Notes :  $35,897,460.

Required Subordinated Amount of Class C Notes :  $47,863,260.

Controlled Accumulation Amount :  $50,000,000.

Form of Notes :  The Class 2009-A3 Notes will be issued as Global Notes.  The Global Notes will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be exchangeable for individual Notes only in accordance with the provisions of Section 204(c).

Additional Issuances of Class 2009-A3 Notes :  The Issuer may at any time and from time to time issue additional Class 2009-A3 Notes, subject to the satisfaction of (i) the conditions precedent set forth in Section 311(a) and (ii) the following conditions:

As of the date of issuance of additional Class 2009-A3 Notes, the Outstanding Dollar Principal Amount and Nominal Liquidation Amount of the Class 2009-A3 Notes will be increased to reflect the Initial Dollar Principal Amount of the additional Class 2009-A3 Notes.

Any outstanding Class 2009-A3 Notes and any additional Class 2009-A3 Notes will be equally and ratably entitled to the benefits of the Indenture without preference, priority or distinction.

Optional Redemption Provisions other than Section 1202 "Clean-Up Call" :  None

Additional Early Redemption Events or changes to Early Redemption Events :  None

Additional Events of Default or changes to Events of Default :  None

Business Day : means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York or South Dakota, or any other state in which the principal executive offices of any Additional Seller are located, are authorized or obligated by law, executive order or governmental decree to be closed.

Securities Exchange Listing :  Application will be made to list the Class 2009-A3 Notes on the Irish Stock Exchange.

The Class 2009-A3 Notes shall have such other terms as are set forth in the form of Note attached hereto as Exhibit A.  Pursuant to Section 202, the form of Note attached hereto has been approved by the Issuer.

Dated:  June 25, 2009

Citiseries

Class 2009-A3 Notes

Reference is made to the resolutions adopted by the Board of Directors of Citibank (South Dakota), National Association ("Citibank (South Dakota)") on April 26, 2000, as amended on September 25, 2001 and October 25, 2006. The resolutions authorize Citibank (South Dakota) from time to time to issue and sell, or to arrange for or participate in the issuance and sale of, one or more series and/or classes of pass-through ce