Exhibit 4(f)
BEARER PRINCIPAL AMOUNT
No. FX ___ OR FACE AMOUNT
$___________________
CUSIP: _____________
COMMON CODE
CITIGROUP FUNDING INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES D
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED
BY CITIGROUP INC.
(FIXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE CODE.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes (see attached) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to Stated
Maturity.
[ ] The Interest Rate may be changed prior to Stated
Maturity (see attached).
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
▇▇▇▇ ▇▇▇▇▇ to Maturity: ▇▇▇▇ ▇▇▇▇▇ to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Original Issue Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes (see attached) [ ] No
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
2
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Funding Inc., which is not an
authorized institution or a European authorized institution (as such terms are
defined in the Banking Act 1987 (Exempt Transactions) Regulation 1997).
Repayment of the principal and payment of any interest or premium in connection
with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
3
CITIGROUP FUNDING INC., a corporation duly organized and existing
under the laws of the State of New York (herein referred to as the "Company"),
for value received hereby promises to pay to bearer, upon presentation and
surrender hereof, (a) the Principal Amount or, in the case of an Indexed
Principal Note, the Face Amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein and (b) accrued interest on the Principal Amount then outstanding (or in
the case of an Indexed Principal Note, the Face Amount, then outstanding) at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent date to which interest has been paid or duly provided for, annually
in arrears (unless otherwise set forth herein or in the pricing supplement
attached hereto or delivered herewith) on the Interest Payment Dates specified
on the face of this Note or in the pricing supplement attached hereto or
delivered herewith and at Stated Maturity, until, in either case, the Principal
Amount then outstanding or the Face Amount is paid or duly provided for in
accordance with the terms hereof; but, in the case of principal, only after
exchange of this Note for interests in a Permanent Global Note, as provided
herein and in the Indenture (as defined on the reverse hereof) and, in the case
of interest due on or before the exchange of this Note for interests in a
Permanent Global Note, any interest payable will be paid to each of Euroclear
and Clearstream (as defined below) with respect to that portion of this Note
held for its account, but only upon receipt in each case, as of the relevant
Interest Payment Date, of a Certificate of Non-U.S. Beneficial Ownership (as
defined on the reverse hereof). Each of Euroclear and Clearstream will undertake
in such circumstances to credit such interest received by it in respect of this
Note to the respective accounts having an interest therein. Unless otherwise
specified herein or in the pricing supplement attached hereto or delivered
herewith, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months or, in the case of an incomplete month, the
number of days elapsed.
For purposes of this Note, "Business Day" means: (i) with respect to
any Registered Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions are authorized or
obligated by law or executive order to close; (ii) with respect to Registered
Notes having a specified currency other than U.S. dollars only, other than
Registered Notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is not a day
on which banking institutions generally are authorized or obligated by law to
close; (iii) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open (a "TARGET Business Day"); and (iv) with respect to any
determination by the exchange rate agent (as defined below) of an exchange rate
pursuant to notes having a specified currency other than U.S. dollars, any such
day on which banking institutions and foreign exchange markets settle payments
in New York City and London (an "Exchange Rate Business Day").
As used above, a "principal financial center" means the capital city
of the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, and Swiss francs, the principal
financial center shall be The City of New York, Sydney, Toronto, and Zurich,
respectively.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).
4
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
This Note will be deposited with a common depositary in London (the
"Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream International ("Clearstream"), for credit to the
accounts designated by or on behalf of the purchasers hereof. On or after the
40th day following the issuance of this Note, beneficial interests in this Note
will be exchangeable for interests in a definitive Global Security in bearer
form, without Coupons attached (a "Permanent Global Note"), in a denomination
equal to the aggregate principal amount of all interests in this Note so
exchanged, only upon receipt (at such time or in connection with an Interest
Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Citibank, N.A., or its successor,
as authentication agent.
5
The payments due on this Note are fully and unconditionally guaranteed
by Citigroup Inc. (the "Guarantor").
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
------------------------------
CITIGROUP FUNDING INC.
By
-------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned
Indenture.
Dated:
------------------------------
CITIBANK, N.A., as authentication agent
By
-------------------------------------
Authorized Signatory
6
(REVERSE OF SECURITY)
CITIGROUP FUNDING INC
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES D OF ISSUE
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED
BY CITIGROUP INC.
(FIXED RATE)
General
This Note represents one or more Bearer Notes having the same Original
Issue Date and otherwise identical in terms of a series of a duly authorized
issue of securities of the Company designated as specified in the title hereof,
and issued and to be issued in either registered or bearer form under an
indenture dated as of June 1, 2005, as such indenture may be amended from time
to time (the "Indenture"), among the Company, the Guarantor and JPMorgan Chase
Bank, N.A., as trustee (the "Trustee"). This Note is governed by the terms and
conditions of the Permanent Global Note to be issued in exchange for this Note,
which terms and conditions are incorporated herein by reference mutatis mutandis
and, except as otherwise provided herein, shall be binding on the Company, the
Holder hereof and the Holders of the Bearer Notes represented hereby as if fully
set forth herein. Capitalized terms used in this Note that are defined in the
Indenture or the Permanent Global Note and are not otherwise defined herein
shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the principal hereof
and any premium and interest hereon will be paid by the Company in such coin or
currency as specified above as at the time of payment shall be legal tender for
the payment of public and private debts (the "Specified Currency"), at the
office of any paying agent located outside the United States as the Company may
appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial Ownership" is a
certificate, in the form adopted by the Company, as to beneficial ownership by
persons other than United States persons or as to other qualifying ownership by
or through financial institutions in compliance with applicable U.S. Treasury
regulations.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
1
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for interests in a
Permanent Global Note and the following payments of interest in respect of this
Note have been made.
Principal
Amount
Date of Exchanged for Remaining
Exchange or an Interest in Principal Notation made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
----------- -------- -------------- --------- -------------
2
BEARER PRINCIPAL AMOUNT
NO. FL ___ OR FACE AMOUNT
$__________________
CUSIP: ____________
CITIGROUP FUNDING INC. COMMON CODE
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES D
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FLOATING OR INDEXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE CODE.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes [ ] No
(see attached)
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: [ ] CD Rate [ ] Commercial Paper [ ] Federal Funds
Rate Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate
Constant Maturity
[ ] Eleventh District [ ] EURIBOR
Cost of Funds Rate
[ ] Other
(see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes [ ] No
(see attached)
Floating Rate: [ ] Indexed Interest [ ] (see attached)
Rate:
Spread Multiplier: Spread (+/-):
Spread Reset: [ ] The Spread or Spread Multiplier may
not be changed prior to Stated
Maturity.
[ ] The Spread or Spread Multiplier may
be changed prior to Stated Maturity
(see attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: [ ] Yes [ ] No
(see attached)
Initial Fixed Interest Rate: Reset Fixed Reference Rate
Floating Rate / Fixed Rate Note: [ ] Yes [ ] No
(see attached)
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
▇▇▇▇ ▇▇▇▇▇ to Maturity: ▇▇▇▇ ▇▇▇▇▇ to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of [ ] Yes [ ] No
Stated Maturity:
Final Maturity:
Original Issue Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes [ ] No
(see attached)
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
2
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Funding Inc., which is not an
authorized institution or a European authorized institution (as such terms are
defined in the Banking Act 1987 (Exempt Transactions) Regulation 1997).
Repayment of the principal and payment of any interest or premium in connection
with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
3
CITIGROUP FUNDING INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received hereby promises to pay to bearer, upon presentation and
surrender hereof, (a) the Principal Amount or, in the case of an Indexed
Principal Note, the Face Amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein, and (b) accrued interest on the Principal Amount then outstanding (or,
in the case of an Indexed Principal Note, the Face Amount then outstanding): (i)
if this is a Floating Rate Note, at the Initial Interest Rate shown above from
the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Base Rate shown
above, adjusted by the Spread or Spread Multiplier, if any, shown above,
determined in accordance with the provisions hereof, (ii) if this is an Indexed
Rate Note, at a rate determined by reference to an Index as described herein,
(iii) if this is an Inverse Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Inverse Floating Rate, as determined in accordance with the provisions hereof,
or (iv) if this is a Floating Rate / Fixed Rate Note, at a rate determined as
described herein, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof; but, in the case of principal, only after exchange of this Note for
interests in a Permanent Global Note, as provided herein and in the Indenture
(as defined on the reverse hereof) and, in the case of interest due on or before
the exchange of this Note for interests in a Permanent Global Note, any interest
payable will be paid to each of Euroclear and Clearstream (as defined below)
with respect to that portion of this Note held for its account, but only upon
receipt in each case, as of the relevant Interest Payment Date, of a Certificate
of Non-U.S. Beneficial Ownership (as defined on the reverse hereof). Each of
Euroclear and Clearstream will undertake in such circumstances to credit such
interest received by it in respect of this Note to the respective accounts
having an interest therein.
For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that is (i) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note is presented for payment or (d) if the Specified
Currency (as defined below) is other than U.S. dollars, the financial center of
the country issuing the Specified Currency (which in the case of the Euro shall
be Brussels, Belgium) and (ii) if the Base Rate specified above is LIBOR, any
such day on which dealings in deposits in the Specified Currency are transacted
in the London interbank market (a "London Business Day"); (iii) with respect to
Bearer Notes having any determination by the exchange rate agent (as defined
below) of an exchange rate pursuant to notes having a specified currency other
than U.S. dollars, any such day on which banking institutions and foreign
exchange markets settle payments in the City of New York and London (an
"Exchange Rate Business Day"); (iv) with respect to Bearer Notes having a
specified currency other than U.S. dollars only, other than Bearer Notes
denominated in Euros, any day that, in the principal financial center (as
defined below) of the country of the specified currency, is not a day on which
banking institutions generally are authorized or obligated by law to close; and
(v) with respect to EURIBOR Notes and Notes denominated in Euros, a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
("TARGET") System is open (a "Target Business Day").
As used above, a "principal financial center" means the capital city
of the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, and Swiss francs, the principal
financial center shall be The City of New York, Sydney, Toronto, and Zurich,
respectively.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).
4
This Note will be deposited with a common depositary in London (the
"Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream International ("Clearstream"), for credit to the
accounts designated by or on behalf of the purchasers hereof. On or after the
40th day following the issuance of this Note, beneficial interests in this Note
will be exchangeable for interests in a definitive Global Security in bearer
form, without Coupons attached (a "Permanent Global Note"), in a denomination
equal to the aggregate principal amount of all interests in this Note so
exchanged, only upon receipt (at such time or in connection with an Interest
Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the Principal Amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Citibank, N.A., or its successor,
as authentication agent.
5
The payments due on this Note are fully and unconditionally guaranteed
by Citigroup Inc. (the "Guarantor").
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
------------------------------
CITIGROUP FUNDING INC.
By
-------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned
Indenture.
Dated:
------------------------------
CITIBANK, N.A., as authentication agent
By
-------------------------------------
Authorized Signatory
6
(REVERSE OF SECURITY)
CITIGROUP FUNDING INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES D
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FLOATING OR INDEXED RATE)
This Note represents one or more Bearer Notes having the same Original
Issue Date and otherwise identical in terms of a series of a duly authorized
issue of securities of the Company designated as specified in the title hereof,
and issued and to be issued in either registered or bearer form under the Senior
Debt Indenture dated as of June 1, 2005, as such indenture may be amended from
time to time (the "Indenture"), among the Company, the Guarantor and JPMorgan
Chase Bank, N.A., as trustee (the "Trustee"). This Note is governed by the terms
and conditions of the Permanent Global Note to be issued in exchange for this
Note, which terms and conditions are incorporated herein by reference mutatis
mutandis and, except as otherwise provided herein, shall be binding on the
Company, the Holder hereof and the Holders of the Bearer Notes represented
hereby as if fully set forth herein. Capitalized terms used in this Note that
are defined in the Indenture or the Permanent Global Note and are not otherwise
defined herein shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the principal hereof
and any premium and interest hereon will be paid by the Company in such coin or
currency as specified above as at the time of payment shall be legal tender for
the payment of public and private debts (the "Specified Currency"), at the
office of any paying agent located outside the United States as the Company may
appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial Ownership" is a
certificate, in the form adopted by the Company, as to beneficial ownership by
persons other than United States persons or as to other qualifying ownership by
or through financial institutions in compliance with applicable U.S. Treasury
regulations.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
1
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for interests in a
Permanent Global Note and the following payments of interest in respect of this
Note have been made.
Principal
Amount
Date of Exchanged for Remaining
Exchange or an Interest in Principal Notation made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
------- -------- -------------- --------- -------------
2
BEARER PRINCIPAL AMOUNT
No. FX ___ OR FACE AMOUNT
$_______________
CUSIP: _________
CITIGROUP FUNDING INC. COMMON CODE
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES E
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FIXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE CODE.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes (see attached) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to Stated
Maturity.
[ ] The Interest Rate may be changed prior to Stated
Maturity (see attached).
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
▇▇▇▇ ▇▇▇▇▇ to Maturity: ▇▇▇▇ ▇▇▇▇▇ to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Original Issue Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes (see attached) [ ] No
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
2
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Funding Inc., which is not an
authorized institution or a European authorized institution (as such terms are
defined in the Banking Act 1987 (Exempt Transactions) Regulation 1997).
Repayment of the principal and payment of any interest or premium in connection
with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
3
CITIGROUP FUNDING INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received hereby promises to pay to bearer, upon presentation and
surrender hereof, (a) the Principal Amount or, in the case of an Indexed
Principal Note, the Face Amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein and (b) accrued interest on the Principal Amount then outstanding (or in
the case of an Indexed Principal Note, the Face Amount, then outstanding) at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent date to which interest has been paid or duly provided for, annually
in arrears (unless otherwise set forth herein or in the pricing supplement
attached hereto or delivered herewith) on the Interest Payment Dates specified
on the face of this Note or in the pricing supplement attached hereto or
delivered herewith and at Stated Maturity, until, in either case, the Principal
Amount then outstanding or the Face Amount is paid or duly provided for in
accordance with the terms hereof; but, in the case of principal, only after
exchange of this Note for interests in a Permanent Global Note, as provided
herein and in the Indenture (as defined on the reverse hereof) and, in the case
of interest due on or before the exchange of this Note for interests in a
Permanent Global Note, any interest payable will be paid to each of Euroclear
and Clearstream (as defined below) with respect to that portion of this Note
held for its account, but only upon receipt in each case, as of the relevant
Interest Payment Date, of a Certificate of Non-U.S. Beneficial Ownership (as
defined on the reverse hereof). Each of Euroclear and Clearstream will undertake
in such circumstances to credit such interest received by it in respect of this
Note to the respective accounts having an interest therein. Unless otherwise
specified herein or in the pricing supplement attached hereto or delivered
herewith, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months or, in the case of an incomplete month, the
number of days elapsed.
For purposes of this Note, "Business Day" means: (i) with respect to
any Registered Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions are authorized or
obligated by law or executive order to close; (ii) with respect to Registered
Notes having a specified currency other than U.S. dollars only, other than
Registered Notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is not a day
on which banking institutions generally are authorized or obligated by law to
close; (iii) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open (a "TARGET Business Day"); and (iv) with respect to any
determination by the exchange rate agent (as defined below) of an exchange rate
pursuant to notes having a specified currency other than U.S. dollars, any such
day on which banking institutions and foreign exchange markets settle payments
in New York City and London (an "Exchange Rate Business Day").
As used above, a "principal financial center" means the capital city
of the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, and Swiss francs, the principal
financial center shall be The City of New York, Sydney, Toronto, and Zurich,
respectively.
The indebtedness evidenced by this Note is, to the extent set forth in
the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior Indebtedness as defined in the Indenture, and
this Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
4
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
This Note will be deposited with a common depositary in London (the
"Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream International ("Clearstream"), for credit to the
accounts designated by or on behalf of the purchasers hereof. On or after the
40th day following the issuance of this Note, beneficial interests in this Note
will be exchangeable for interests in a definitive Global Security in bearer
form, without Coupons attached (a "Permanent Global Note"), in a denomination
equal to the aggregate principal amount of all interests in this Note so
exchanged, only upon receipt (at such time or in connection with an Interest
Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
5
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Deutsche Bank Trust Company
Americas or its successor, as Trustee.
The payments due on this Note are fully and unconditionally guaranteed
by Citigroup Inc. (the "Guarantor").
6
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
------------------------------
CITIGROUP FUNDING INC.
By
-------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned
Indenture.
Dated:
------------------------------
DEUTSCHE BANK TRUST COMPANY AMERICA,
as Trustee
By
-------------------------------------
Authorized Signatory
7
(REVERSE OF SECURITY)
CITIGROUP FUNDING INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES E
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FIXED RATE)
General
This Note represents one or more Bearer Notes having the same Original
Issue Date and otherwise identical in terms of a series of a duly authorized
issue of securities of the Company designated as specified in the title hereof,
and issued and to be issued in either registered or bearer form under an
indenture dated as of June 1, 2005, as such indenture may be amended from time
to time (the "Indenture"), among the Company, the Guarantor and Deutsche Bank
Trust Company Americas, as trustee (the "Trustee"). This Note is governed by the
terms and conditions of the Permanent Global Note to be issued in exchange for
this Note, which terms and conditions are incorporated herein by reference
mutatis mutandis and, except as otherwise provided herein, shall be binding on
the Company, the Holder hereof and the Holders of the Bearer Notes represented
hereby as if fully set forth herein. Capitalized terms used in this Note that
are defined in the Indenture or the Permanent Global Note and are not otherwise
defined herein shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the principal hereof
and any premium and interest hereon will be paid by the Company in such coin or
currency as specified above as at the time of payment shall be legal tender for
the payment of public and private debts (the "Specified Currency"), at the
office of any paying agent located outside the United States as the Company may
appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial Ownership" is a
certificate, in the form adopted by the Company, as to beneficial ownership by
persons other than United States persons or as to other qualifying ownership by
or through financial institutions in compliance with applicable U.S. Treasury
regulations.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
1
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for interests in a
Permanent Global Note and the following payments of interest in respect of this
Note have been made.
Principal
Amount
Date of Exchanged for Remaining
Exchange or an Interest in Principal Notation made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
----------- -------- -------------- --------- -------------
2
BEARER PRINCIPAL AMOUNT
No. FL ___ OR FACE AMOUNT
$___________________
CUSIP: _____________
COMMON CODE
CITIGROUP FUNDING INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES E
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FLOATING OR INDEXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE CODE.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes (see attached) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: [ ] CD Rate [ ] Commercial Paper [ ] Federal Funds
Rate Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate
Constant Maturity
[ ] Eleventh District [ ] EURIBOR
Cost of Funds
Rate
[ ] Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Floating Rate: [ ] Indexed Interest [ ] (see
Rate: attached)
Spread Multiplier: Spread (+/-):
Spread Reset: [ ] The Spread or Spread Multiplier may not be
changed prior to Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed
prior to Stated Maturity (see attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: [ ] Yes (see attached) [ ] No
2
Initial Fixed Interest Rate: Reset Fixed Reference Rate
Floating Rate / Fixed Rate Note: [ ] Yes (see attached) [ ] No
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
▇▇▇▇ ▇▇▇▇▇ to Maturity: ▇▇▇▇ ▇▇▇▇▇ to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of [ ] Yes [ ] No
Stated Maturity:
Final Maturity:
Original Issue Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes (see attached) [ ] No
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Funding Inc., which is not an
authorized institution or a European authorized
3
institution (as such terms are defined in the Banking Act 1987 (Exempt
Transactions) Regulation 1997). Repayment of the principal and payment of any
interest or premium in connection with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
4
CITIGROUP FUNDING INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received hereby promises to pay to bearer, upon presentation and
surrender hereof (a) the Principal Amount or, in the case of an Indexed
Principal Note, the Face Amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein, and (b) accrued interest on the Principal Amount then outstanding (or,
in the case of an Indexed Principal Note, the Face Amount then outstanding): (i)
if this is a Floating Rate Note, at the Initial Interest Rate shown above from
the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Base Rate shown
above, adjusted by the Spread or Spread Multiplier, if any, shown above,
determined in accordance with the provisions hereof, (ii) if this is an Indexed
Rate Note, at a rate determined by reference to an Index as described herein,
(iii) if this is an Inverse Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Inverse Floating Rate, as determined in accordance with the provisions hereof,
or (iv) if this is a Floating Rate / Fixed Rate Note, at a rate determined as
described herein, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof; but, in the case of principal, only after exchange of this Note for
interests in a Permanent Global Note, as provided herein and in the Indenture
(as defined on the reverse hereof) and, in the case of interest due on or before
the exchange of this Note for interests in a Permanent Global Note, any interest
payable will be paid to each of Euroclear and Clearstream (as defined below)
with respect to that portion of this Note held for its account, but only upon
receipt in each case, as of the relevant Interest Payment Date, of a Certificate
of Non-U.S. Beneficial Ownership (as defined on the reverse hereof). Each of
Euroclear and Clearstream will undertake in such circumstances to credit such
interest received by it in respect of this Note to the respective accounts
having an interest therein.
For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that is (i) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note is presented for payment or (d) if the Specified
Currency (as defined below) is other than U.S. dollars, the financial center of
the country issuing the Specified Currency (which in the case of the Euro shall
be Brussels, Belgium) and (ii) if the Base Rate specified above is LIBOR, any
such day on which dealings in deposits in the Specified Currency are transacted
in the London interbank market (a "London Business Day"); (iii) with respect to
Bearer Notes having any determination by the exchange rate agent (as defined
below) of an exchange rate pursuant to notes having a specified currency other
than U.S. dollars, any such day on which banking institutions and foreign
exchange markets settle payments in the City of New York and London (an
"Exchange Rate Business Day"); (iv) with respect to Bearer Notes having a
specified currency other than U.S. dollars only, other than Bearer Notes
denominated in Euros, any day that, in the principal financial center (as
defined below) of the country of the specified currency, is not a day on which
banking institutions generally are authorized or obligated by law to close; and
(v) with respect to EURIBOR Notes and Notes denominated in Euros, a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
("TARGET") System is open (a "Target Business Day").
The indebtedness evidenced by this Note is, to the extent set forth in
the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior
5
Indebtedness as defined in the Indenture, and this Note is issued subject to
such provisions, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by such provisions and authorizes and directs the Trustee in
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination as provided in the Indenture and appoints the
Trustee as his attorney-in-fact for any and all such purposes.
As used above, a "principal financial center" means the capital city
of the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, and Swiss francs, the principal
financial center shall be The City of New York, Sydney, Toronto, and Zurich,
respectively.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).
This Note will be deposited with a common depositary in London (the
"Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream International ("Clearstream"), for credit to the
accounts designated by or on behalf of the purchasers hereof. On or after the
40th day following the issuance of this Note, beneficial interests in this Note
will be exchangeable for interests in a definitive Global Security in bearer
form, without Coupons attached (a "Permanent Global Note"), in a denomination
equal to the aggregate principal amount of all interests in this Note so
exchanged, only upon receipt (at such time or in connection with an Interest
Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the Principal Amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
6
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Deutsche Bank Trust Company
Americas, or its successor, as Trustee.
The payments due on this Note are fully and unconditionally guaranteed
by Citigroup Inc. (the "Guarantor").
7
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
------------------------------
CITIGROUP FUNDING INC.
By
-------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned
Indenture.
Dated:
------------------------------
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By
-------------------------------------
Authorized Signatory
8
(REVERSE OF SECURITY)
CITIGROUP FUNDING INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES E
PAYMENTS DUE FROM CITIGROUP FUNDING INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.
(FLOATING OR INDEXED RATE)
This Note represents one or more Bearer Notes having the same Original
Issue Date and otherwise identical in terms of a series of a duly authorized
issue of securities of the Company designated as specified in the title hereof,
and issued and to be issued in either registered or bearer form under an
indenture dated as of June 1, 2005, as such indenture may be amended from time
to time (the "Indenture"), among the Company, the Guarantor and Deutsche Bank
Trust Company Americas, as trustee (the "Trustee"). This Note is governed by the
terms and conditions of the Permanent Global Note to be issued in exchange for
this Note, which terms and conditions are incorporated herein by reference
mutatis mutandis and, except as otherwise provided herein, shall be binding on
the Company, the Guarantor, the Holder hereof and the Holders of the Bearer
Notes represented hereby as if fully set forth herein. Capitalized terms used in
this Note that are defined in the Indenture or the Permanent Global Note and are
not otherwise defined herein shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the principal hereof
and any premium and interest hereon will be paid by the Company in such coin or
currency as specified above as at the time of payment shall be legal tender for
the payment of public and private debts (the "Specified Currency"), at the
office of any paying agent located outside the United States as the Company may
appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial Ownership" is a
certificate, in the form adopted by the Company, as to beneficial ownership by
persons other than United States persons or as to other qualifying ownership by
or through financial institutions in compliance with applicable U.S. Treasury
regulations.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for interests in a
Permanent Global Note and the following payments of interest in respect of this
Note have been made.
Principal
Amount
Date of Exchanged for Remaining
Exchange or an Interest in Principal Notation made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
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