EXHIBIT 4(h)
MEDIUM TERM NOTE - MASTER NOTE
, 2006
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(Date of Issuance)
Citigroup Funding Inc. ("Issuer"), a corporation organized and existing
under the laws of the State of Delaware, for value received, hereby promises to
pay to Cede & Co. or its registered assigns: (i) on each principal payment date,
including each amortization date, redemption date, repayment date, maturity
date, and extended maturity date, as applicable, of each obligation identified
on the records of Issuer (which records are maintained by Citibank, N.A.
("Paying Agent")) as being evidenced by this Master Note, the principal amount
then due and payable for each such obligation, and (ii) on each interest payment
date, if any, the interest then due and payable on the principal amount for each
such obligation. Payment shall be made by wire transfer of United States dollars
to the registered owner, or in immediately available funds or the equivalent to
a party as authorized by the registered owner and in the currency other than
United States dollars as provided for in each such obligation, by Paying Agent
without the necessity of presentation and surrender of this Master Note.
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH
ON THE REVERSE HEREOF AND TO THE TERMS OF THE PROSPECTUS, PROSPECTUS
SUPPLEMENT AND PRICING SUPPLEMENT(S), WHICH ARE INCORPORATED HEREIN BY
REFERENCE.
This Master Note is a valid and binding obligation of Issuer.
IN WITNESS WHEREOF, Issuer has caused this instrument to be duly executed under
its corporate seal.
Citigroup Funding Inc.
ATTEST: --------------------------------------
(Issuer)
___________________________________ By: ______________________________________
(Signature) (Authorized Signature)
[Seal]
JPMorgan Chase Bank, N.A.
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(Trustee)
By: ______________________________________
(Authorized Signature)
This Master Note evidences indebtedness of Issuer of a single Series
F
------------------- and Rank senior and are designated Retail Medium-Term Notes,
(Series Designator) ---------------------------------------------------
series F
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(Secured/Unsecured/Senior/Subordinated/Unsubordinated)(the "Debt
Obligations"), all issued or to be issued under and pursuant to an Indenture
dated as of June 1, 2005, as amended (the "Indenture"), duly executed and
delivered by Issuer and Citigroup Inc., as guarantor, to JPMorgan Chase Bank,
N.A., as trustee ("Trustee"), to which Indenture reference is hereby made for a
description of the rights, duties, and immunities thereunder of Trustee and the
rights thereunder of the holders of the Debt Obligations. As provided in the
Indenture, the Debt Obligations may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption and
repayment provisions, if any, may be subject to different sinking, purchase, or
analogous funds, if any, may be subject to different covenants and events of
default, and may otherwise vary as in the Indenture provided or permitted.
No reference herein to the Indenture and no provision of this Master Note
or of the Indenture shall alter or impair the obligation of Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest, if any, on each Debt Obligation at the times, places, and rates, and
in the coin or currency, identified on the records of Issuer.
At the request of the registered owner, Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the Debt Obligation which are evidenced thereby shall
no longer be evidenced by this Master Note.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto
________________________________________________________________________________
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________ attorney to transfer said Master Note on the books
of Issuer with full power of substitution in the premises.
______________________________________
Dated: (Signature)
Signature(s) Guaranteed: NOTICE: The signature on this
assignment must correspond with the
name as written upon the face of this
Master Note, in every particular,
without alteration or enlargement or
any change whatsoever.
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer of its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
CITIGROUP FUNDING INC.
RIDER TO MASTER NOTE DATED , 2006
RETAIL MEDIUM-TERM NOTES, SERIES F
This rider forms a part of and is incorporated into the Master
Note dated , 2006 of Citigroup Funding Inc. (the "Company") registered in the
name of Cede & Co., or its registered assigns, evidencing the Company's Retail
Medium-Term Notes, Series F (the "Notes").
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS OF SUCH
MASTER NOTE (TOGETHER WITH THIS RIDER, ▇▇▇▇▇▇ REFERRED TO AS THIS "MASTER NOTE")
SET FORTH IN THE RECORDS OF THE COMPANY MAINTAINED BY THE TRUSTEE, WHICH RECORDS
CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED , 2006
AND PROSPECTUS DATED , 2006 RELATING TO EACH ISSUANCE OF NOTES, AS FILED BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
THIS MASTER NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $__________ principal amount of the Notes, pursuant to their terms, on
the "Optional Repayment Date" first occurring after the date of receipt of this
Option to Elect Repayment as specified below, together with interest thereon
accrued to the date or repayment, to the undersigned at:
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(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, new
Notes representing the remaining principal amount of Notes not repaid.
For this Option to Elect Repayment to be effective, the Option to Elect
Repayment duly completed must be received by the Paying Agent and the Trustee in
the Borough of Manhattan, the City and State of New York, located initially at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, respectively, at least 30 days but not more than 60
days prior to an "Optional Repayment Date."
Dated:
Signature:
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Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
