POOLING AND SERVICING AGREEMENT

EXECUTION COPY

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION

Servicer

CITI OMNI-S FINANCE LLC

Seller

and

THE BANK OF NEW YORK

Trustee

on behalf of the Certificateholders

AMENDMENT NO. 8

Dated as of October 24, 2005

amending

POOLING AND SERVICING AGREEMENT

Dated as of July 31, 1994

_______________________________________________________

CITIBANK OMNI-S MASTER TRUST

(formerly known as the Sears Credit Account Master Trust II)

RECITALS

WHEREAS, Citibank (South Dakota), National Association, a national banking association, as successor to Sears, Roebuck and Co., as Servicer (the “Servicer”), Citi Omni-S Finance LLC, a Delaware limited liability company, as successor to SRFG, Inc., as Seller (the “Seller”) and The Bank of New York, a New York banking corporation, as successor to Bank One National Association (formerly The First National Bank of Chicago), as Trustee (the “Trustee”) are parties to that certain Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the “Agreement”);

WHEREAS, the Servicer, the Seller and the Trustee desire to effect certain amendments to the Agreement pursuant to Section 13.01(a) of the Agreement (this “Amendment”).

AGREEMENT

NOW, THEREFORE, THIS AMENDMENT WITNESSETH that, for and in consideration of the above premises, the Servicer and the Seller agree with the Trustee as follows:

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement, as amended hereby.

Article VI shall be and hereby is amended by deleting Section 6.16 in its entirety and substituting in lieu thereof the following as a new Section 6.16:

"SECTION 6.16 Exchange of Investor Certificates for Seller Interest . In the event that the Seller becomes a Certificate Owner or Investor Certificateholder, the Seller may cancel such Investor Certificates (or interests therein) on any date by providing notice to the Trustee of such cancellation; provided, however, that no Investor Certificates (or interests therein), except those (generally designated as Class A) senior to all other Classes of a particular Series, may be cancelled unless the Seller shall have been advised by the Rating Agencies that such cancellation would not cause a Ratings Event; provided further , that if such cancellation shall occur on or after the last day of any calendar month but prior to the Distribution Date in the immediately following calendar month, such cancelled Investor Certificates (or interests therein) shall be deemed to continue to accrue interest at the rate applicable to such Investor Certificates (or interests therein) until such immediately following Distribution Date; provided further, however , that any interest that has accrued or shall be deemed to accrue on any Investor Certificates (or interests therein) that are cancelled hereunder shall be paid to, or at the direction of, the Seller, on the Distribution Date immediately following such cancellation. If such cancellation shall occur on a Distribution Date, such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplement for each Series then outstanding as of such Distribution Date. Simultaneously with any such cancellation provided for in this Section 6.16, the Class Initial Investor Interest of the applicable Class, the Series Initial Investor Interest of the Series under which such Investor

Certificates were issued and the Series Minimum Principal Receivables Balance of the Series under which such Investor Certificates were issued shall be reduced, and the Seller Interest shall be increased, by the face amount of such cancelled Investor Certificates (or interests therein), in each case as of the end of the Due Period relating to the Interest Accrual Period in which such cancellation occurred. The Seller shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Seller Interest pursuant to this Section 6.16.

Article XII shall be and hereby is amended by adding the following as Section 12.04:

"SECTION 12.04 Defeasance . Notwithstanding anything to the contrary in this Agreement or any Supplement:

(a)          The Seller may,