Exhibit 99(C)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS 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.
No. R-1 INITIAL PRINCIPAL AMOUNT
CUSIP 173073 80 0 REPRESENTED $[ ]
representing [ ] Notes
($10 per Note)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
[ ]% Stock Market Upturn Notes based upon
the Dow ▇▇▇▇▇ Industrial Average Due [ ], 2005
Citigroup Global Markets Holdings Inc., a New York corporation
(hereinafter referred to as the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value received and on
condition that this Note is not redeemed by the Company prior to [ ], 2005 (the
"Stated Maturity Date"), hereby promises to pay to CEDE & CO., or its registered
assigns, the Maturity Payment (as defined below), on the Stated Maturity Date.
This Note will bear quarterly payments of interest, is not subject to any
sinking fund, is not subject to redemption at the option of the Holder thereof
prior to the Stated Maturity Date, and is not subject to the defeasance
provisions of the Indenture.
Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts.
This Note is one of the series of [ ]% Stock Market Upturn Notes based
upon the Dow ▇▇▇▇▇ Industrial Average (the "Index") Due [ ], 2005 (the "Notes").
INTEREST
The Notes bear interest at the rate of % per annum. Interest will be
paid in cash quarterly on each day of each January, April, July and October,
commencing on July , 2003 (each such date, an "Interest Payment Date").
Interest will be payable to the persons in whose names the Notes are
registered at the close of business on the Business Day preceding each Interest
Payment Date. If an Interest Payment Date falls on a day that is not a Business
Day, the interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no additional interest will accrue as a result
of such delayed payment. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
"Business Day" means any day that is not a Saturday, a Sunday or a day
on which the securities exchanges or banking institutions or trust companies in
the City of New York are authorized or obligated by law or executive order to
close.
PAYMENT AT MATURITY
On the Stated Maturity Date, Holders of the Notes will receive for each
Note the Maturity Payment described below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each Note equals the sum of the initial
principal amount of $10 per Note plus the Index Return Amount.
The "Index Return Amount" is calculated as follows:
o If the Index Return is positive, the Index Return Amount will
equal the product of:
$10 * Upside Participation Rate * Index Return.
o If the Index Return is zero, the Index Return Amount will be
zero.
o If the Index Return is negative, the Index Return Amount will
equal the product of:
$10 * Index Return
The "Index Return" equals:
Ending Value - Starting Value
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Starting Value
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PROVIDED THAT the Index Return cannot exceed a cap of [ ].
The "Starting Value" is [ ], the closing value of the Index on April
24, 2003.
The "Ending Value" will be the closing value of the Index on third
Index Business Day before the Stated Maturity Date.
If no closing value of the Index is available on any Index Business Day
because of a Market Disruption Event or otherwise, unless deferred by the
calculation agent as described below, the closing value of the Index will be the
arithmetic mean, as determined by the calculation agent, of the value of the
Index obtained from as many dealers in equity securities (which may include
Citigroup Global Markets Inc. or any of the Company's other subsidiaries or
affiliates), but not exceeding three such dealers, as will make such value
available to the calculation agent. The determination of the closing value of
the Index by the calculation agent in the event no such closing value is
available may be deferred by the calculation agent for up to two consecutive
Index Business Days on which a Market Disruption Event is occurring.
A "Market Disruption Event" means, as determined by the calculation
agent in its sole discretion, the occurrence or existence of any suspension of
or limitation imposed on trading (by reason of movements in price exceeding
limits permitted by any relevant exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, for a period longer than two hours, or during the
one-half hour period preceding the close of trading, on the applicable exchange,
of accurate price, volume or related information in respect of (a) stocks which
then comprise 20% or more of the value of the Index or any successor index, (b)
any options or futures contracts, or any options on such futures contracts
relating to the Index or any successor index, or (c) any options or futures
contracts relating to stocks which then comprise 20% or more of the value of the
value of the Index or any successor index on any exchange or market if, in each
case, in the determination of the calculation agent, any such suspension,
limitation or unavailability is material. For the purpose of determining whether
a Market Disruption Event exists at any time, if trading in a security included
in the Index is materially suspended or materially limited at that time, then
the relevant percentage contribution of that security to the value of the Index
will be based on a comparison of the portion of the value of the Index
attributable to that security relative to the overall value of the Index, in
each case immediately before that suspension or limitation.
An "Index Business Day" means a day, as determined by the calculation
agent, on which the Index or any successor index is calculated and published and
on which securities comprising more than 80% of the value of the Index on such
day are capable of being traded on their relevant exchanges during the one-half
hour before the determination of the closing value of the Index. All
determinations made by the calculation agent will be at the sole discretion of
the calculation agent and will be conclusive for all purposes and binding on the
Company and the beneficial owners of the Notes, absent manifest error.
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DISCONTINUANCE OF THE DOW ▇▇▇▇▇ INDUSTRIAL AVERAGE
If Dow ▇▇▇▇▇ discontinues publication of the Index or if it or another
entity publishes a successor or substitute index that the calculation agent
determines, in its sole discretion, to be comparable to the Index, then the
Ending Value will be determined by reference to the value of that index, which
is referred to as a "successor index."
Upon any selection by the calculation agent of a successor index, the
calculation agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the successor index to the
registered holders of the Notes.
If ▇▇▇ ▇▇▇▇▇ discontinues publication of the Index and a successor
index is not selected by the calculation agent or is no longer published on a
date of determination of the Ending Value, the value to be substituted for the
Index for that date will be a value computed by the calculation agent for that
date in accordance with the procedures last used to calculate the Index prior to
any such discontinuance.
If Dow ▇▇▇▇▇ discontinues publication of the Index prior to the
determination of the Index Return Amount and the calculation agent determines
that no successor index is available at that time, then on each Index Business
Day until the earlier to occur of (a) the determination of the Index Return
Amount and (b) a determination by the calculation agent that a successor index
is available, the calculation agent will determine the value that is to be used
in determining the value of the Index. The calculation agent will cause notice
of those daily closing values to be published not less often than once each
month in THE WALL STREET JOURNAL (or another newspaper of general circulation),
and arrange for information with respect to those values to be made available by
telephone.
If a successor index is selected or the calculation agent calculates a
value as a substitute for the Index as described above, the successor index or
value will be substituted for the Index for all purposes, including for purposes
of determining whether an Index Business Day or Market Disruption Event occurs.
All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will be conclusive for all purposes and
binding on the Company and the beneficial owners of the Notes, absent manifest
error.
ALTERATION OF METHOD OF CALCULATION
If at any time the method of calculating the Index or a successor index
is changed in any material respect, or if the Index or a successor index is in
any other way modified so that the value of the Index or the successor index
does not, in the opinion of the calculation agent, fairly represent the value of
that index had the changes or modifications not been made, then, from and after
that time, the calculation agent will, at the close of business in New York, New
York, make those adjustments as, in the good faith judgment of the calculation
agent, may be necessary in order to arrive at a calculation of a value of a
stock index comparable to the Index or the successor index as if the changes or
modifications had not been made, and calculate the closing
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value with reference to the Index or the successor index. Accordingly, if the
method of calculating the Index or the successor index is modified so that the
value of the Index or the successor index is a fraction or a multiple of what it
would have been if it had not been modified (E.G., due to a split in the Index),
then the calculation agent will adjust that index in order to arrive at a value
of the index as if it had not been modified (E.G., as if the split had not
occurred).
GENERAL
This Note is one of a duly authorized issue of Debt Securities of the
Company, issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of October 27, 1993, as supplemented by a First Supplemental
Indenture, dated as of November 28, 1997, a Second Supplemental Indenture, dated
as of July 1, 1999, and as further supplemented from time to time (the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes, and the terms upon which the Notes
are, and are to be, authenticated and delivered.
If an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. In such case, the
amount declared due and payable upon any acceleration permitted by the Indenture
will be determined by the calculation agent and will be equal to, with respect
to this Note, the Maturity Payment calculated as though the Stated Maturity Date
of this Note were the date of early repayment. In case of default at Maturity of
this Note, this Note shall bear interest, payable upon demand of the beneficial
owners of this Note in accordance with the terms of the Notes, from and after
Maturity through the date when payment of such amount has been made or duly
provided for, at the rate of [ ]% per annum on the unpaid amount (or the cash
equivalent of such unpaid amount) due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and a majority in
aggregate principal amount of the Debt Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time Outstanding, on behalf of the Holders of
all Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
The Holder of this Note may not enforce such ▇▇▇▇▇▇'s rights pursuant
to the Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company to
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pay the Maturity Payment with respect to this Note, and to pay any interest on
any overdue amount thereof at the time, place and rate, and in the coin or
currency, herein prescribed.
All terms used in this Note which are defined in the Indenture but not
in this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Treasurer
Corporate Seal
Attest:
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Dated: April 29, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Indenture.
The Bank of New York,
as Trustee
By:
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Authorized Signatory
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