UNDERWRITING AGREEMENT

Exhibit 1.1

Form of Underwriting Agreement

CITIBANK CREDIT CARD ISSUANCE TRUST

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION

CITIBANK (NEVADA), NATIONAL ASSOCIATION

$[•] [[•]%] [Floating Rate] Class 200[•]-[A][B][C][•] ¹ Notes of [•]

(Legal Maturity Date [•])

Citiseries

Citibank Credit Card Issuance Trust

UNDERWRITING AGREEMENT

[ DATE ]

[•],

as Representative of the Several Underwriters,

[ Address ]

[ Address ]

Ladies and Gentlemen:

Citibank Credit Card Issuance Trust, a Delaware statutory trust (the “Issuer” ), proposes to sell, and Citibank (South Dakota), National Association ( “Citibank (South Dakota)” ) and Citibank (Nevada), National Association ( “Citibank (Nevada)” ) (each individually a “Bank” and collectively the “Banks” ), as owners of all beneficial interests in the Issuer, propose to cause the Issuer to sell, to the underwriters named in Schedule I hereto (the “Underwriters” ) for whom you are acting as representative (the “Representative” ), $[•] aggregate principal amount of [[•]%] [Floating Rate] Class 200[•]-[A][B][C][•] Notes of [•] (Legal Maturity Date [•]) to be issued on or about [•], 200[•] (the “Class 200[•]-[A][B][C][•] Notes” ) of the Citiseries, subject to the provisions of this Underwriting Agreement (this “Agreement” ) among the Issuer, the Banks, and the Underwriters.

The Banks have conveyed and propose to continue to convey credit card receivables (the “Receivables” ) arising from [revolving] credit card accounts and other rights to the Citibank Credit Card Master Trust I (the “Master Trust” ). The Banks, as Sellers, Citibank (South Dakota), as Servicer, and Deutsche Bank Trust Company Americas (formerly Bankers Trust

Company), as trustee (the “Master Trust Trustee” ) have entered into the Pooling and Servicing Agreement, dated as of May 29, 1991, as Amended and Restated as of October 5, 2001 (as modified or amended from time to time, the “Base P&S” ), and the Series 2000 Supplement to the Base P&S, dated as of September 26, 2000 (as modified or amended from time to time, the “Series 2000 Supplement” ). The Base P&S and the Series 2000 Supplement are referred to herein collectively as the “Pooling and Servicing Agreement” . Pursuant to the Pooling and Servicing Agreement, the Banks have caused the Master Trust to issue to the Issuer a Credit Card Participation Certificate, Series 2000 (the “Collateral Certificate” ). The Collateral Certificate represents undivided interests in certain assets of the Master Trust.

The Class 200[•]-[A][B][C][•] Notes will be issued pursuant to the Indenture, dated as of September 26, 2000 (as modified or amended from time to time the “Indenture” ), between the Issuer and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (the “Indenture Trustee” ). The Class 200[•]-[A][B][C][•] Notes will be secured by certain assets of the Issuer and will be sold pursuant to this Agreement.

Capitalized terms used in this Agreement that are not defined herein have the meanings provided in the Indenture, or if not defined therein, in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement, the Trust Agreement, the Indenture, any Derivative Agreement relating to the Class 200[•]-[A][B][C][•] Notes, the Depository Agreement between the Issuer and The Depository Trust Company (“DTC”) and this Agreement are collectively referred to as the “Basic Documents” .

SECTION 1. Representations and Warranties of the Issuer and the Banks . The Issuer and the Banks, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth in this Section 1. Certain terms used in this Section 1 are defined in paragraph (a) below.

(a) Registration Statement And Prospectus. The Banks meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act” ), and have filed with the Securities and Exchange Commission (the “Commission” ) a registration statement (Registration No. 333-121228) on such Form, including a related preliminary prospectus, for registration under the Securities Act of the offering and sale of the Class 200[•]-[A][B][C][•] Notes. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. [The Banks may have filed with the Commission, as part of an amendment to the Registration Statement pursuant to Rule 424(b) of the Securities Act, one or more preliminary prospectuses, each of which has previously been furnished to the Representative.] [ This language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required. ] [The Banks have filed with the Commission, pursuant to Rule 424(b) of the Securities Act, a preliminary prospectus supplement and a preliminary prospectus, each of which has previously been furnished to the Representative.] [ This language is to be included when the use of a preliminary prospectus is required. ] The Banks will file with the Commission a final basic prospectus and final prospectus supplement relating to the Class 200[•]-[A][B][C][•] Notes in accordance with Rule 424(b) under the Securities Act. As filed, such final basic prospectus or final prospectus supplement, will include all information

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required to be included therein by the Securities Act and the rules thereunder with respect to the Class 200[•]-[A][B][C][•] Notes and the offering thereof and, except to the extent the Underwriters agree in writing to a modification, will be in all substantive respects in the form furnished to the Representative before the Execution Time or, to the extent not completed at the Execution Time, will contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as the Banks have advised the Underwriters, before the Execution Time, will be included or made therein. If the Registration Statement contains the undertakings specified by item 512(a) of Regulation S-K, the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

The terms that follow, when used in this Agreement, will have the meanings indicated. The term “Effective Date” will mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” will mean the date and time as of which this Agreement is executed and delivered by the parties hereto, which shall be deemed to have occurred on the date hereof. “Pricing Time” will mean [•] [a.m.] [p.m.], New York time, on the date hereof. [ “Preliminary Prospectus” will mean any preliminary prospectus referred to in the preceding paragraph.] [ This language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required. ] [ “Preliminary Prospectus” will mean the preliminary prospectus supplement and the preliminary prospectus referred to in the preceding paragraph.] [ This language is to be included when the use of a preliminary prospectus is required. ] “Basic Prospectus” will mean the prospectus referred to above contained in the Registration Statement at the Effective Date. “Prospectus” will mean the final prospectus supplement relating to the Class 200[•]-[A][B][C][•] Notes that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus (as such Basic Prospectus may have been amended and together with any supplements thereto) [or, if no filing pursuant to Rule 424(b) is required, will mean the prospectus supplement relating to the Class 200[•]-[A][B][C][•] Notes, including the Basic Prospectus, included in the Registration Statement at the Effective Date]. “Registration Statement” will mean the registration statement referred to in the preceding paragraph and any registration statement required to be filed under the Securities Act or rules thereunder, including incorporated documents, exhibits, financial statements and any prospectus supplement relating to the Class 200[•]-[A][B][C][•] Notes that is first filed with the Commission pursuant to Rule 424(b) of the Securities Act after the Execution Time and deemed part of such registration statement pursuant to Rule 430 of the Securities Act, in the form in which it has or will become effective and, in the event any post-effective amendment thereto becomes effective before the Closing Date, will also mean such registration statement as so amended. “Rule 424”, “Rule 415,” “Rule 430” and “Regulation S-K” refer to such rules or regulations under the Securities Act.

Any reference herein to the Registration Statement, the Basic Prospectus or Prospectus will be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), on or before the Effective

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Date of the Registration Statement or the issue date of the Basic Prospectus or Prospectus, as the case may be; and any reference herein to the terms “amend” , “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus or Prospectus will be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Basic Prospectus or Prospectus, as the case may be, deemed to be incorporated therein by reference.

(b) Securities Act. On the Effective Date, the Registration Statement did comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Issuer and the Banks make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplements thereto) in reliance upon and in conformity with information furnished in writing to the Banks by or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus (or any supplements thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as such in Section 8 hereof.

(c) The Disclosure Package. The Disclosure Package, when taken together as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or Banks by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof. [ “Disclosure Package” will mean (i) the Basic Prospectus, as amended and supplemented to the Execution Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iii) any other Free Writing Prospectus that the parties hereto will hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the pricing information set forth on Schedule III hereto.] [ This language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required. ] [ “Disclosure Package” will mean (i) the Preliminary Prospectus, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iii) any other Free Writing Prospectus that the parties hereto will hereafter expressly agree in writing to

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treat as part of the Disclosure Package and (iv) the pricing information set forth on Schedule III hereto.] [ This language is to be included when the use of a preliminary prospectus is required. ] “Issuer Free Writing Prospectus” will mean an issuer free writing prospectus, as defined in Rule 433 of the Securities Act. “ Free Writing Prospectus” will mean a free writing prospectus, as defined in Rule 405 of the Securities Act.]

(d) Ineligible Issuer. (x) At the earliest time after the filing of the Registration Statement and the Issuer or the Banks made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Class 200[•]-[A][B][C][•] Notes and (y) as of the Execution Time (with such date being used as the determination date for purposes of this clause), the Issuer was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Issuer be considered an Ineligible Issuer.

(e) Non-Conflict. [Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(b) hereto, do not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.] [ This language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required. ] [No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.] [ This language is to be included when the use of a preliminary prospectus is required. ] The foregoing sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or Banks by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(f) Banks’ Organization and Power. Each of the Banks is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform each of the Basic Documents to which it is a party and to authorize the issuance of and increase in the Invested Amount of the Collateral Certificate and to consummate the transactions contemplated by the Basic Documents to which it is a party.

(g) Banks’ Authorization and Execution of Basic Documents. The execution, delivery and performance by the Banks of each of the Basic Documents to which it is a party, the issuance of and increase in the Invested Amount of the Collateral Certificate by the Master Trust, the Banks’ actions causing the Issuer to enter into the Basic Documents to which it is a party and to issue and sell the Notes and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings.

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(h) The Master Trust’s Authorization and Execution of the Collateral Certificate. The Collateral Certificate has been authorized, authenticated, issued and delivered by the Master Trust in accordance with the Pooling and Servicing Agreement, and issued to the Issuer. Each increase in the Invested Amount of the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each subclass of Notes.

(i) Issuer’s Organization and Power. The Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has all requisite trust power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform the Basic Documents to which it is a party, and to authorize the issuance of the Class 200[•]-[A][B][C][•] Notes, and to consummate the transactions contemplated by the Basic Documents to which it is a party.

(j) Issuer’s Authorization and Execution of Basic Documents. The execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, the issuance of the Class 200[•]-[A][B][C][•] Notes and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings.

(k) Execution and Delivery of Underwriting Agreement. This Agreement has been duly executed and delivered by the Issuer and the Banks.

(l) Conveyance of Receivables. The Banks have authorized the conveyance of the Receivables to the Master Trust.

(m) Banks’ Financial Reports. The Banks have advised each Underwriter of the availability of (i) publicly available portions of the Consolidated Reports of Condition and Income of the Banks for the years ended December 31, 2003, 2004 and 2005, as submitted to the Comptroller of the Currency; and (ii) the December 31, 2003 and 2004 audited consolidated balance sheets of Citicorp (former parent of the Banks) which are included in Citicorp’s 2004 Annual Report on Form 10-K, and the December 31, 2005 audited consolidated balance sheet of Citigroup Inc., which is included in Citigroup Inc.’s 2005 Annual Report on Form 10-K. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Banks since December 31, 2005.

(n) Master Trust Financial Reports The Master Trust has advised each Underwriter of the availability of each Annual Report on Form 10-K and each Current Report on Form 8-K for the most recent fiscal year of the Master Trust for which such reports are available as filed with the Commission. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Master Trust or in the earnings, business or prospects of the credit card business relating to the credit card accounts

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included in the Master Trust, whether or not arising from transactions in the ordinary course of business, since the end of the most recent fiscal period of the Master Trust for which the Master Trust has filed an Annual Report on Form 10-K or a Current Report on Form 8-K.

(o) Issuer Financial Reports. The Issuer has advised each Underwriter of the availability of each of its Current Reports on Form 8-K, Distribution Reports on Form 10-D and Annual Reports on Form 10-K since the date of creation of the Issuer, as filed with the Commission. Except as set forth or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) earnings, business or prospects of the Issuer, since the end of the most recent fiscal period for which the Issuer has filed an Annual Report on Form 10-K, a Current Report on Form 8-K or a Distribution Report on Form 10-D.

(p) Taxes, Fees, etc. Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of the Basic Documents and the Class 200[•]-[A][B][C][•] Notes have been paid or will be paid by the Banks at or before the Closing Date to the extent then due.

(q) Collateral Certificate and Class 200[•]-[A][B][C][•] Notes Issued and Outstanding. The Collateral Certificate has been issued and is outstanding and entitled to the benefits of the Pooling and Servicing Agreement. As of the Closing Date, the Class 200[•]-[A][B][C][•] Notes will have been duly and validly authorized. The Class 200[•]-[A][B][C][•] Notes, when validly authenticated, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will conform in all material respects to the descriptions thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Indenture.

(r) Independent Certified Public Accountants. KPMG LLP is an independent certified public accountant as required by the Securities Act and the rules and regulations of the Commission thereunder.

(s) No Consents. Except for permits and authorizations required under the securities or Blue Sky laws of any jurisdiction, no filing with, and no approval, authorization or other action of, any governmental authority is legally required for the execution, delivery or performance of any of the Basic Documents by the Issuer or the Banks or the consummation by the Issuer or the Banks of the transactions contemplated by the Basic Documents.

(t) No Conflicts. None of the issuance of the Collateral Certificate to the Issuer, any increase in the Invested Amount of the Collateral Certificate, the issuance and sale of the Class 200[•]-[A][B][C][•] Notes, the execution, delivery and compliance by the Banks, the Master Trust or the Issuer with the provisions of each of the Basic Documents to which it is a party, nor the consummation of the transactions contemplated thereby, will conflict with or result in a violation of any of the provisions of, or constitute a default under, any agreement or instrument to which the Banks, the Master Trust or the Issuer is a party or by which the Banks, the Master Trust or the Issuer is bound or to which any of

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the property of the Banks, the Master Trust or the Issuer is subject, which conflict, violation or default would be material to the issuance of the Collateral Certificate, the issuance and sale of the Class 200[•]-[A][B][C][•] Notes or the other transactions contemplated by the Basic Documents to which the Banks, the Master Trust or the Issuer, respectively, are party, nor will such action result in any violation of the provisions of the articles of association or bylaws of the Banks or the Trust Agreement of the Issuer or any statute, order, rule or regulation of any court or governmental agency or authority having jurisdiction over the Banks, the Master Trust or the Issuer or any of their properties.

(u) No Litigation. Except as otherwise disclosed in the Prospectus or the Registration Statement, there is no pending or, to the knowledge of the Banks or the Issuer threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to the Master Trust, the Issuer, the Basic Documents or any of the transactions contemplated in the Basic Documents, or with respect to either Bank which, in the case of any such action, suit or proceeding with respect to either Bank if adversely determined, would have a material adverse effect on the Master Trust, the Issuer or the holders of the Notes or upon the ability of either Bank to perform its obligations under any of the Basic Documents to which it is a party.

SECTION 2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, the Issuer agrees to sell (and the Banks agree to cause the Issuer to sell) to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase, the respective initial principal amount of Class 200[•]-[A][B][C][•] Notes set forth opposite such Underwriter’s name in Schedule I hereto. The purchase price for the Class 200[•]-[A][B][C][•] Notes will be equal to [•]% of the aggregate initial principal amount of the Class 200[•]-[A][B][C][•] Notes [, plus interest accrued from [•] to the Closing Date]. [ This language is to be included when a Class of Notes is reopened. ]

SECTION 3. Delivery and Payment . Delivery of and payment for the Class 200[•]-[A][B][C][•] Notes will be made at the offices of Citigroup Inc., 425 Park Avenue, New York, New York, at [•][a.m.][p.m.], New York City time, on [•], or at such later date (not later than [•]) as the Underwriters designate, which date and time may be postponed by agreement between the Underwriters and the Banks (such date and time of delivery and payment for the Class 200[•]-[A][B][C][•] Notes being referred to herein as the “Closing Date” ). Delivery of one or more global notes representing the Class 200[•]-[A][B][C][•] Notes will be made to the accounts of the several Underwriters against payment by the several Underwriters of the purchase price therefor to or upon the order of the Banks by one or more wire transfers or checks in Federal (same day) Funds. The global notes to be so delivered will be registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Class 200[•]-[A][B][C][•] Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Class 200[•]-[A][B][C][•] Notes representing the Class 200[•]-[A][B][C][•] Notes will be available only under limited circumstances.

The Issuer and the Banks agree to have the global notes available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 p.m., New York City time, on the business day before the Closing Date.

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SECTION 4. Offering by Underwriters . (a) It is understood that the Underwriters propose to offer the Class 200[•]-[A][B][C][•] Notes for sale to the public as set forth in the Prospectus.

(b) Each Underwriter agrees that if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the “NASD”), it will not effect any transaction in the Class 200[•]-[A][B][C][•] Notes within the United States or induce or attempt to induce the purchase of or sale of the Class 200[•]-[A][B][C][•] Notes within the United States, except that it will be permitted to make sales to the other Underwriters or to its United States affiliates; provided that such sales are made in compliance with an exemption of certain foreign brokers or dealers under Rule 15a-6 under the Exchange Act, and in conformity with the Rules of Fair Practice of the NASD as such Rules apply to non-NASD brokers or dealers.

(c) Each Underwriter represents and agrees that in connection with the initial distribution of the Class 200[•]-[A][B][C][•] Notes that: (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Class 200[•]-[A][B][C][•] Notes in, from or otherwise involving the United Kingdom; and (ii) it has only communicated or caused to be communicated or will only communicate or cause to be communicated any invitation or inducement to engage in investment activities (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any of the Class 200[•]-[A][B][C][•] Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

(d) Each Underwriter severally but not jointly represents and agrees that it will not at any time transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Issuer and the Banks.

SECTION 5. Agreements . The Issuer and the Banks, jointly and severally, covenant and agree with the Underwriters that:

(a) Filing of Prospectus. The Banks will file the Prospectus, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Banks will promptly advise the Representative (i) when the Prospectus has been filed with the Commission pursuant to Rule 424(b) of the Securities Act or when any Rule 462(b) Registration Statement of the Securities Act has been filed with the Commission, (ii) when, prior to the termination of the offering of the Class 200[•]-[A][B][C][•] Notes, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or supplement to the Registration Statement or any Rule 462(b) Registration Statement of the Securities Act or the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice that would prevent its use or the institution or threat of any proceeding for that purpose and (v) of the receipt by the Banks or the Issuer of any notification with respect to the suspension of the qualification of the Class 200[•]-[A][B][C][•] Notes for sale in any jurisdiction or the initiation or

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threatening of any proceeding for such purpose. The Banks will not file any amendment of the Registration Statement or supplement to the Prospectus unless a copy has been furnished to the Representative, for review by the Underwriters before such filing if the Underwriters have not yet completed their distribution of the Class 200[•]-[A][B][C][•] Notes, and after such filing if the Underwriters have completed their distribution of the Class 200[•]-[A][B][C][•] Notes. The Banks and the Issuer will use their reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or prevention and, upon such issuance, occurrence or prevention, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) [ Final Term Sheet. The Issuer will prepare a final term sheet, containing solely a description of the Class 200[•]-[A][B][C][•] Notes, in a form approved by the Representative and file such term sheet pursuant to Rule 433(d) of the Securities Act within the time required by such Rule.] [ This language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required. ] [ This clause (b) may be omitted when the use of preliminary prospectus is required. ]

(c) Disclosure Package Untrue Statement. If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer or the Banks will notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented.

(d) Amendments to Prospectus. If, at any time when a Prospectus relating to the Class 200[•]-[A][B][C][•] Notes is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event occurs as a result of which such Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or if it is necessary to supplement such Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Issuer and the Banks promptly will prepare and file with the Commission, subject to paragraph (a) of this Section 5, a supplement or new registration statement that will correct such statement or omission or an amendment that will effect such compliance. The Issuer and the Banks will use their best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus.

(e) Earnings Statement. As soon as practicable, and in no case later than 16 months after the Closing Date, the Banks will make generally available to Noteholders

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and to the Underwriters an earnings statement or statements of the Master Trust that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(f) Copies of Prospectus. The Issuer will furnish to the Underwriters and counsel to the Underwriters, without charge, conformed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Underwriters may reasonably request.

(g) Expenses. The Issuer and/or the Banks will pay all expenses incidental to the performance of their obligations under this Agreement, including, without limitation, (i) expenses of preparing, printing and reproducing all documents relating to this offering and the Class 200[•]-[A][B][C][•] Notes, (ii) any fees charged by any rating agency for the rating of the Class 200[•]-[A][B][C][•] Notes, (iii) any expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters in connection with qualification of the Class 200[•]-[A][B][C][•] Notes for sale under the laws of such jurisdictions as the Underwriters designate, (iv) reasonable fees and expenses of Cravath, Swaine & Moore LLP in its role as special Federal tax and ERISA counsel for the Banks and the Issuer, (v) any expenses incurred by the Underwriters in connection with listing the Class 200[•]-[A][B][C][•] Notes on an exchange located in the European Union to be mutually agreed upon between the Representative and the Issuer (the “European Exchange”), (vi) the cost of delivering the Class 200[•]-[A][B][C][•] Notes to the offices of the Underwriters, insured to the satisfaction of the Underwriters, (vii) the fees and expenses of the Indenture Trustee and the Master Trust Trustee and their respective counsel and (viii) the fees and expenses of the Banks’ accountants (it being understood that, except as provided in paragraph (f) and this paragraph (g) and in Sections 7 and 8 hereof, the Underwriters will pay their own expenses, including the expense of preparing, printing and reproducing any agreement among underwriters, the fees and expenses of Cravath, Swaine & Moore LLP in its role as counsel to the Underwriters, any transfer taxes on resale of any of the Class 200[•]-[A][B][C][•] Notes by them and advertising expenses connected with any offers that the Underwriters may make). The Issuer’s obligation to pay such expenses will be limited to Finance Charge Collections from the Collateral Certificate received by the Issuer after making all required payments and required deposits under the Indenture with respect to the Indenture Trustee’s fees and expenses, principal, interest and reimbursements with respect to the Notes, and payments to Derivative Counterparties.

(h) Each of the Issuer and the Banks agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with each of the Issuer and the Banks that, unless it has obtained or will obtain, as the case may be, the prior written consent of each of the Issuer and the Banks, it has not made and will not make any offer, relating to the Class 200[•]-[A][B][C][•] Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the Commission or

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retained by the Issuer under Rule 433 of the Securities Act [other than the final term sheet prepared and filed pursuant to Section 5(b) hereto] [ this language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required ]; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto. Any such Free Writing Prospectus consented to by the Representative or the Issuer and the Banks is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i) Blue Sky. The Issuer will use its best efforts to arrange for the qualification of the Class 200[•]-[A][B][C][•] Notes for sale under the laws of such jurisdictions as the Underwriters may designate, will maintain such qualifications in effect so long as required for the distribution of the Class 200[•]-[A][B][C][•] Notes and will arrange for the determination of the legality of the Class 200[•]-[A][B][C][•] Notes for purchase by institutional investors.

(j) Reports. For so long as the Class 200[•]-[A][B][C][•] Notes are outstanding, the Banks and the Issuer will deliver to the Representative by first-class mail and as soon as practicable a copy of all reports and notices delivered to the Indenture Trustee and the Master Trust Trustee or the holder of the Collateral Certificate under the Pooling and Servicing Agreement, and any other material relating to the Banks or the Issuer that is reasonably available to the Banks or the Issuer and necessary for any Underwriter to deliver a prospectus in connection with market-making activities as required by the rules and regulations of the Commission.

(k) Other Information. For so long as the Class 200[•]-[A][B][C][•] Notes are outstanding, the Banks and the Issuer will (i) furnish to the Representative as soon as practicable after the end of each fiscal year, all documents required to be distributed to Class 200[•]-[A][B][C][•] Noteholders and (ii) advise the Representative of the availability, as soon as practicable after filing, of any other information concerning the Banks or the Issuer filed with any government or regulatory authority which is otherwise publicly available.

(l) Ratings. To the extent, if any, that any rating provided with respect to the Class 200[•]-[A][B][C][•] Notes set forth in Section 6(r) hereof is conditional upon the furnishing of documents reasonably available to the Banks or the Issuer, the Banks or the Issuer will furnish such documents.

SECTION 6. Conditions of Underwriters’ Obligation . The obligation of the Underwriters to purchase and pay for the Class 200[•]-[A][B][C][•] Notes on the Closing Date will be subject to the accuracy of the representations and warranties of the Issuer and the Banks contained herein as of the Execution Time and the Closing Date, to the accuracy of the

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statements of the Issuer and the Banks made in any certificates delivered pursuant to the provisions hereof, to the performance by the Issuer and the Banks of their obligations hereunder and to the following additional conditions:

(a) Registration Statement. The Prospectus, and any supplements thereto, have been filed in the manner and within the time period required by Rule 424(b); [the final term sheet contemplated by Section 5(b) hereto, and] [ this language is to be included when a preliminary term sheet is used in lieu of a preliminary prospectus and the use of a preliminary prospectus is not required ] any material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act, will have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 of the Securities Act; and no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use will have been issued and no proceedings for that purpose will have been instituted or threatened.

(b) Banks’ Certificate. Each of the Banks will have delivered to the Underwriters a certificate, dated the Closing Date, signed by its Chairman of the Board, President, Vice Chairman of the Board, Executive Vice President, Senior Vice President, Vice President, principal financial officer, principal accounting officer, treasurer or cashier to the effect that the signer of such certificate has carefully examined the Basic Documents, the Prospectus (and any supplements thereto), the Disclosure Package and the Registration Statement and that:

(i) the representations and warranties of such Bank in this Agreement are true and correct at and as of the Closing Date as if made on and as of the Closing Date (except to the extent they expressly relate to an earlier date, in which case the representations and warranties of such Bank are true and correct as of such earlier date);

(ii) such Bank has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or before the Closing Date;

(iii) no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the signer, threatened;

(iv) since the date of the most recent publicly available financial statements of such Bank, there has been no material adverse change in the condition (financial or otherwise) of such Bank, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus; and

(v) since the date of the most recent publicly available financial statements of the Master Trust, there has been no material adverse change in the condition (financial or otherwise) of the Master Trust or in the earnings, business or

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prospects of such Bank’s credit card business relating to the credit card accounts included in the Master Trust, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus.

(c) Issuer’s Certificate. The Issuer will have delivered to the Underwriters a certificate, dated the Closing Date, signed by an Issuer Authorized Officer to the effect that the signer of such certificate has carefully examined the Basic Documents, the Prospectus (and any supplements thereto), the Disclosure Package and the Registration Statement and that:

(i) the representations and warranties of the Issuer in this Agreement are true and correct at and as of the Closing Date as if made on and as of the Closing Date (except to the extent they expressly relate to an earlier date, in which case such representations and warranties of the Issuer are true and correct as of such earlier date);

(ii) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or before the Closing Date;

(iii) no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the signer, threatened; and

(iv) since the date of the most recent publicly available financial statements of the Issuer, there has been no material adverse change in the condition (financial or otherwise) of the Issuer, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus.

(d) Citibank (South Dakota) Opinion. The Underwriters will have received opinions from Davenport, Evans, Hurwitz & Smith, L.L.P., special counsel to Citibank (South Dakota), and the General Counsel or an Associate General Counsel of Citibank (South Dakota) or other counsel satisfactory to the Representative substantially to the combined effect that:

(i) Citibank (South Dakota) has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under each of the Basic Documents to which it is a party, to execute the Collateral Certificate, to cause the Issuer to enter into the

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Basic Documents to which it is a party, to cause the Issuer to issue the Class 200[•]-[A][B][C][•] Notes under the Indenture, and to consummate the transactions contemplated by the Basic Documents to which Citibank (South Dakota) is a party.

(ii) Each of the Basic Documents to which Citibank (South Dakota) is a party has been duly authorized, executed and delivered by Citibank (South Dakota). The increase in the Invested Amount of the Collateral Certificate effected by the issuance of the Class 200[•]-[A][B][C][•] Notes has been duly authorized by Citibank (South Dakota).

(iii) Neither the execution nor the delivery of any of the Basic Documents to which Citibank (South Dakota) is a party, nor the issuance and delivery of the Collateral Certificate and the Class 200[•]-[A][B][C][•] Notes, nor the increase in the Invested Amount of the Collateral Certificate effected by the issuance of the Class 200[•]-[A][B][C][•] Notes, nor the consummation of any of the transactions contemplated in the Basic Documents, nor the fulfillment of the terms thereof, did or will conflict with or violate, result in a material breach of or constitute a default under