Letter Agreement with Morgan Stanley – Citigroup

November 1, 2010

Ladies and Gentlemen: This letter agreement is being executed and
delivered to confirm and set forth the terms and conditions of an agreement
among Morgan Stanley & Co. Incorporated, as sales agent and/or principal
(the “Manager”) and Citigroup Inc., a Delaware corporation (the “Company”),
relating to the Equity Distribution Agreement, dated April 26, 2010 (the
“Agreement”), among the Manager, the Company and the United States Department of
the Treasury, as selling stockholder (the “Selling Stockholder”). Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Agreement. The Company hereby informs the Manager and the Selling
Stockholder that the Company153s representation set forth in Section 1(a)(v)(B)(3)
of the Agreement (the “ineligible issuer representation”) was, and will continue
to be, inaccurate on and after October 19, 2010. The Manager hereby
agrees that (1) with respect to Section 2(d) of the Agreement, (a) the Company
shall not be deemed to have affirmed the ineligible issuer representation at any
time on or after October 19, 2010, and (b) the Manager153s obligation to use its
commercially reasonable efforts to sell the Shares on behalf of the Selling
Stockholder as sales agent shall not be subject to the continuing accuracy of
the ineligible issuer representation, and (2) with respect to Section 8(f) of
the Agreement, the ineligible issuer representation shall not remain operative
or in full force and effect on any date on or after October 19, 2010.
Each party hereto agrees and acknowledges that the Agreement, including the
representations and warranties of the Company and the Selling Stockholder, as
modified by this letter agreement, is in all respects ratified and confirmed.

Please evidence your acknowledgement of and agreement with the foregoing by
executing and returning a duplicate of this letter agreement.

Acknowledged and agreed to as of the date first above written: