<PAGE>
                                                                    Exhibit 4.17

REGISTERED                                              PRINCIPAL AMOUNT
NO. FX ___                                              OR FACE AMOUNT:
                                                        $______________________
                                                        CUSIP:_________________



                                 CITIGROUP INC.
                       MEDIUM-TERM SENIOR NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                                  (FIXED RATE)

     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.

<TABLE>
<S>                                                       <C>                   <C>
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.
</TABLE>

<PAGE>

<TABLE>
<S>                                                       <C>                   <C>
                           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:

Bond Yield to Maturity:                 Bond Yield to Call:

Optional Repayment:                               [ ]  Yes                  [ ]  No

         Optional Repayment Dates:      Optional Repayment Prices:

Optional Extension of
Stated Maturity:                                  [ ]  Yes                  [ ]  No

         Final Maturity:

Discount Note:                                    [ ]  Yes                  [ ]  No

         Total Amount of OID:           Yield to Maturity:

Renewable Note:                                   [ ]  Yes (see attached)
                                                                            [ ]  No

                  Special Election Interval (if applicable):

                  Amount (if less than entire principal amount) as to which
                   election may be exercised:
</TABLE>



                                       2
<PAGE>


     CITIGROUP 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 CEDE & CO. or registered assigns, (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, semiannually in arrears on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith and at 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. Unless otherwise specified
herein, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months.

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which (other than interest payable at Maturity)
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date, and, in the case of interest
payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities



                                       3
<PAGE>


exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. If an
Interest Payment Date with respect to any Note would otherwise be a day that is
not a Business Day, such Interest Payment Date shall not be postponed; provided,
however, that any payment required to be made in respect of such Note on a date
(including the day of Stated Maturity) that is not a Business Day for such Note
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment. However, if with
respect to any Note for which "Accrue to Pay" is specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith, and any
Interest Payment Date with respect to such Fixed Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day. Each payment of interest in respect of an
Interest Payment Date shall include interest accrued through the day before such
Interest Payment Date.

     For purposes of this Note, "Business Day" means: (i) with respect to any
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 generally are authorized or
obligated by law or executive order to close; (ii) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market; (iii) with respect to Notes having a specified
currency other than U.S. dollars only, other than 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 (iv) 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.

     As used above, a "principal financial center" means the capital city of the
country issuing the specified currency. However, with respect to Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center shall be Sydney, Toronto,
Frankfurt, Amsterdam, Milan 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
<PAGE>

     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.

     Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide appropriate wire transfer instructions to the Trustee and
all such payments will be made by wire transfer of immediately available funds
to an account maintained by the payee with a bank located outside the United
States. The principal hereof and any premium and interest hereon payable at
Maturity will be paid in immediately available funds upon surrender of this Note
at the corporate trust office or agency of the Trustee located in the City and
State of New York.

     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,



                                       5
<PAGE>

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 The Bank of New York, or its
successor, as Trustee.




                                       6
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.

Dated:
                                        CITIGROUP INC.


                                        By
                                          --------------------------------------
                                          Authorized Officer



                                        Attest
                                              ----------------------------------
                                              Assistant Secretary



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes issued under the within-mentioned Indenture.

Dated:

                                        THE BANK OF NEW YORK, as Trustee


                                        By
                                          --------------------------------------
                                          Authorized Signatory





                                       7
<PAGE>

                              (REVERSE OF SECURITY)

                                 CITIGROUP INC.
                       MEDIUM-TERM SENIOR NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                                  (FIXED RATE)

General

     This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of March 15, 1987, as amended (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 and
all indentures supplemental thereto 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 Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in currencies other than U.S. dollars will be
determined by the Company or its agent, as exchange rate agent for the Notes
(the "Exchange Rate Agent") on the basis of the noon buying rate in New York
City for cable transfers in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
currencies on the applicable issue dates.

     The Notes are in registered form without coupons. Unless otherwise
specified above, the authorized denominations of Notes denominated in U.S.
dollars will be U.S.$1,000 and any larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.

     Each Note will be issued initially as either a Book-Entry Note or, if so
specified above, a Certificated Note. Book-Entry Notes will not be exchangeable
for Certificated Notes and, except as otherwise provided in the Indenture, will
not otherwise be issuable as Certificated Notes.

Fixed Rate Notes

     This Note will bear interest from its Original Issue Date, or from the last
Interest Payment Date to which interest has been paid or duly provided for, at
the



                                       0
<PAGE>

rate per annum on the face hereof or in the pricing supplement attached
hereto or delivered herewith until the principal amount hereof is paid or made
available for payment, except as otherwise described below under "Subsequent
Interest Periods" and "Extension of Maturity," and except that if so specified
in the attached pricing supplement, the rate of interest payable on certain
Fixed Rate Notes may be subject to adjustment as specified therein.

     Unless otherwise set forth herein, interest on this Note will be payable
semiannually in arrears on the Interest Payment Dates set forth above and at
Stated Maturity. If an Interest Payment Date with respect to any Note would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
not be postponed; provided, however, that any payment required to be made in
respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and any Interest Payment Date with respect to such Fixed
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day.

     Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360").

Subsequent Interest Periods

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Interest Rate on this Note may be reset by the
Company on the date or dates specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith (each an "Optional Reset
Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee
will mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
Interest Rate, and if so, (i) such new Interest Rate and (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date, or, if there is no such next Optional Reset Date, to the
Stated Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent



                                       1
<PAGE>

Interest Period. Upon the transmittal by the Trustee of a Reset Notice to the
holder of a Note, such new interest rate shall take effect automatically. Except
as modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Interest Rate provided for in the Reset Notice
and establish a higher Interest Rate for the Subsequent Interest Period by
causing the Trustee to mail notice of such higher Interest Rate to the Holder of
this Note. Such notice shall be irrevocable. All Notes with respect to which the
Interest Rate is reset on an Optional Reset Date will bear such higher Interest
Rate whether or not tendered for repayment.

     The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.

Indexed Notes

     If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the Face Amount of this Note
and by reference to the Index as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount.

     If a third party is appointed to calculate or announce the Index for a
particular Indexed Note and this third party either suspends the calculation or
announcement of such Index or changes the basis upon which such Index is
calculated, in a manner that is inconsistent with the applicable pricing
supplement, then the Company will select another third party to calculate or
announce the Index. The agent or another affiliate of the Company may be either
the original or successor third party selected by the Company.




                                       2
<PAGE>

     If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of such Indexed Principal Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.

Specified Currency

     If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.

Payments in Currencies Other than the Specified Currency

     Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the most recently
available Market Exchange Rate for such currency or as otherwise indicated on
the face hereof or in the pricing supplement



                                       3
<PAGE>

attached hereto or delivered herewith. Any payment made under such circumstances
in U.S. dollars will not constitute an Event of Default under the Indenture.

     In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.

     Certain of the foreign currencies in which debt securities may be
denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Stage III
includes the introduction of the "Euro," which, along with the present national
currency of each participating member state, is legal tender in the
participating member states.

Dual Currency Notes

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Dual Currency Note, the Company may
have a one time option, exercisable on one or more dates (each an "Option
Election Date") in whole, but not in part, with respect to all Dual Currency
Notes issued on the same day and having the same terms (a "Tranche"), of
thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option



                                       4
<PAGE>

Election Date," which will be any one of the dates specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith.

     If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

Renewable Notes

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Renewable Note, this Note will mature
on an Interest Payment Date occurring in or prior to the twelfth month following
the Original Issue Date of this Note (the "Initial Maturity Date") unless the
term of all or any portion of this Note is renewed in accordance with the
following procedures:

     On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").




                                       5
<PAGE>

     The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date, unless another period is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Such
election will be irrevocable and will be binding upon each subsequent Holder of
this Note. An election to renew the term of this Note may be exercised with
respect to less than the entire principal amount of this Note only if so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith and then only in such principal amount, or any integral
multiple in excess of such amount, as is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof or in the pricing supplement attached
hereto or delivered herewith.

     If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.

Extension of Maturity

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Maturity of this Note may be extended at the
option of the Company for one or more periods of whole years specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
(each an "Extension Period") from one to five whole years, up to but not beyond,
the date (the "Final Maturity") set forth on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The Company may exercise such
option by notifying the Trustee



                                       6
<PAGE>

for this Note at least 45 but not more than 60 days prior to the old Stated
Maturity of this Note. If the Company exercises such option, the Trustee will
mail to the Holder of this Note not later than 40 days prior to the old Stated
Maturity a notice (the "Extension Notice") first class, postage prepaid
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the Interest Rate applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such Extension
Period including the date or dates on which, or the period or periods during
which, and the price or prices at which such redemption may occur during the
extension period. Upon the Trustee's mailing of the Extension Notice, the Stated
Maturity of this Note shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Note will have
the same terms as prior to the mailing of such Extension Notice. Notwithstanding
the foregoing, not later than 20 days prior to the old Stated Maturity of this
Note, the Company may, at its option, revoke the Interest Rate provided for in
the Extension Notice and establish a higher Interest Rate for the Extension
Period by causing the Trustee to mail notice of such higher Interest Rate, first
class, postage prepaid to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Stated Maturity is extended
will bear such higher Interest Rate for the extension period, whether or not
tendered for repayment.

     If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.

Optional Redemption, Repayment and Repurchase

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Company may, at its option, redeem this Note
in whole or in part, on the date or dates (each an "Optional Redemption Date")
specified herein, at the price (the "Redemption Price") (together with accrued
interest to such Optional Redemption Date) specified herein. Unless otherwise
stated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Trustee



                                       7
<PAGE>

shall mail to the Holder a notice of such redemption first class, postage
prepaid at least 30 days prior to the date of redemption. Unless otherwise
stated herein, the Company may exercise such option with respect to a redemption
of this Note in part only by notifying the Trustee for this Note at least 45
days prior to any Optional Redemption Date. In the event of redemption of this
Note in part only, a new Note or Notes for the unredeemed portion hereof will be
issued to the Holder hereof upon the cancellation hereof.

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note will be repayable prior to Maturity at
the option of the Holder on the Optional Repayment Dates shown on the face
hereof or in the pricing supplement attached hereto or delivered herewith at the
Optional Repayment Prices shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith, together with interest accrued to the
date of repayment. In order for this Note to be repaid, the Trustee must receive
at least 30 but not more than 45 days prior to an Optional Repayment Date (i)
this Note with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States of America setting forth the name of the Holder of this Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised hereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the guarantee procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised by
the Holder of this Note for less than the entire principal amount of the Note,
provided, that the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will not be subject to any
sinking fund.



                                       8
<PAGE>

     Notwithstanding anything herein to the contrary, if this Note is an OID
Note (other than an Indexed Principal Note), the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof (other than pursuant
to an optional redemption by the Company at a stated Redemption Price), shall be
the Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.

     The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.

Other Terms

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Person surrendering
the same.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City and State of New
York, duly



                                       9
<PAGE>

endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     If an Event of Default with respect to the Debt Securities of this series
shall have occurred and be continuing, the principal of all the Debt Securities
of this series may be declared due and payable in this manner and with the
effect provided in the Indenture.

     In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the Holder of this Note.

     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 the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture



                                       10
<PAGE>

and their consequences. Any such consent or waiver by the Holder of this Debt
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.

     Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note 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, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.

     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 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.




                                       11
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

<TABLE>
<S>      <C>                                      <C>                 <C>
TEN COM  -as tenants in common                    UNIF GIFT MIN ACT                  Custodian
                                                                      -------------------------------------
TEN ENT  -as tenants by the entireties                                (Cust)                        (Minor)
JT ENT   -as joint tenants with right of                              Under Uniform Gifts to Minors Act
         survivorship and not as tenants in
         common                                                       -------------------------------------
                                                                                     (State)
</TABLE>


     Additional abbreviations may also be used though not in the above list

                                -----------------

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay $____ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:



--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

     For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Corporate Trust
Administration, New York, New York 10286.

Dated:
                  --------------------------------------------------------------
                  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.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
     transfer(s) unto

         Please Insert Social Security or Other
           Identifying Number of Assignee
------------------------------------------------------

------------------------------------------------------


--------------------------------------------------------------------------------
      Please Print or Type Name and Address Including Zip Code of Assignee


--------------------------------------------------------------------------------
                the within Note and all rights thereunder, hereby
                    irrevocably constituting and appointing

                                                                     attorney
--------------------------------------------------------------------
to transfer such Note on the books of Citigroup Inc., with full
power of substitution in the premises.

<TABLE>
<S>                                       <C>
Dated:
      ------------------------------      --------------------------------------
                                          Signature

                                          -----------------------------------------------------------------
                                          NOTICE: The signature to this assignment must correspond with the
                                          name as it appears upon the face of the Note in every particular,
                                          without alteration of enlargement or any change whatsoever
</TABLE>

<PAGE>


                              (REVERSE OF SECURITY)

                                 CITIGROUP INC.
                       MEDIUM-TERM SENIOR NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

General

                  This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to be issued in one
or more series under an indenture, dated as of March 15, 1987, as amended (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 and all indentures supplemental thereto 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 Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.

                  The Notes are in registered form without coupons. Unless
otherwise specified above, the authorized denominations of Notes denominated in
U.S. dollars will be U.S.$1,000 and any larger amount that is an integral
multiple of U.S.$1,000. The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.

                  Each Note will be issued initially as either a Book-Entry Note
or, if so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.

Floating Rate Notes

                  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, if this Note is a
Floating Rate Note, this Note will bear interest from its Original Issue Date
to, but not including, the first Interest Reset Date (as defined below) at the
Initial Interest Rate set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith. Thereafter, the interest rate hereon for
each Interest Reset Period will be determined by reference to the Base Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, specified on the face hereof or in the pricing


                                        0

<PAGE>



supplement attached hereto or delivered herewith. The Base Rates that may be
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith are the CD Rate, the Commercial Paper Rate, the Federal Funds
Rate, LIBOR Telerate, LIBOR Reuters, the Treasury Rate, Treasury Rate Constant
Maturity, the Prime Rate, the J.J. Kenny Rate, the Eleventh District Cost of
Funds Rate, EURIBOR or any other Base Rate specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith.

                  "H.15(519)" means the publication entitled "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication,
published by the Board of Governors of the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/H15/update or any successor site or
publication.

                  "Calculation Date," where applicable, means the date by which
the Calculation Agent is to calculate the interest rate for Floating Rate Notes
which shall be the earlier of (1) the tenth calendar day after the related Rate
Determination Date, or if any such day is not a business day, the next
succeeding business day or (2) the business day preceding the applicable
Interest Payment Date or the Stated Maturity, as the case may be.

                  As specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note may also have either or both of
the following (in each case expressed as a rate per annum on a simple interest
basis): (i) a maximum limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and/or (ii) a
minimum limitation, or floor, on the rate at which interest may accrue during
any interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the interest rate will in no
event be higher than the maximum rate permitted by applicable law, as the same
may be modified by United States law of general application.

                  The Company will appoint, and enter into an agreement with,
agents (each, a "Calculation Agent") to calculate interest rates on this Note.
All determinations of interest rates by the Calculation Agent shall, in the
absence of manifest error, be conclusive for all purposes and binding on the
Holder hereof. Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, The Bank of New York shall be
the Calculation Agent for this Note. At the request of the Holder hereof, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date.

                  The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof or in



                                       1
<PAGE>



the pricing supplement attached hereto or delivered herewith, the Interest Reset
Dates will be as follows: (i) if this Note resets daily, each Business Day; (ii)
if this Note (unless this Note is a Treasury Rate Note) resets weekly, Wednesday
of each week; (iii) if this Note is a Treasury Rate Note that resets weekly,
Tuesday of each week (except as provided below under "Determination of Treasury
Rate"); (iv) if this Note resets monthly, the third Wednesday of each month
(with the exception of monthly reset Eleventh District Cost of Funds Rate Notes,
which reset on the first calendar day of each month); (v) if this Note resets
quarterly, the third Wednesday of March, June, September and December of each
year; (vi) if this Note resets semiannually, the third Wednesday of the two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; (vii) and if this Note resets annually,
the third Wednesday of the month of each year specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. If an Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding Business Day, except that,
if the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is LIBOR or EURIBOR and such Business Day
is in the next succeeding calendar month, such Interest Reset Date shall instead
be the immediately preceding Business Day. If an auction of direct obligations
of United States Treasury Bills falls on a day that is an Interest Reset Date
for Treasury Rate Notes, the Interest Reset Date shall be the succeeding
Business Day.

                  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the interest payable
hereon on each Interest Payment Date shall be the interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid, as the case may be, to but excluding such Interest Payment Date, provided,
however, that if the interest rate is reset daily or weekly, the interest
payable hereon shall be the interest accrued from and including the Original
Issue Date or the last date to which interest has been accrued and paid, as the
case may be, to but excluding the Record Date immediately preceding such
Interest Payment Date, except that, at Maturity, the interest payable will
include interest accrued to, but excluding, the date of Maturity.

                  If more than one Interest Reset Date occurs during any period
for which accrued interest is being calculated, accrued interest shall be
calculated by multiplying the principal amount hereof (or if this Note is an
Indexed Principal Note, the Face Amount specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith) by an accrued interest
factor. Such accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each such day will be computed,
unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, by dividing the interest rate in effect
on such day by 360 if the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters,
the Prime Rate, the J.J. Kenny Rate, the Eleventh District Cost of Funds Rate or
EURIBOR or by the actual number of days in the year, if the Base Rate specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith is



                                       2
<PAGE>



the Treasury Rate or Treasury Rate Constant Maturity. For purposes of making the
foregoing calculations, the interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date. In all other cases, accrued
interest shall be calculated by multiplying the principal amount hereof (or if
this Note is an Indexed Principal Note, the Face Amount specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) by
the interest rate in effect during the period for which accrued interest is
being calculated, and multiplying that product by the quotient obtained by
dividing the number of days in the period for which accrued interest is being
calculated by 360 if the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters,
the Prime Rate, the J.J. Kenny Rate, the Eleventh District Cost of Funds Rate or
EURIBOR or by the actual number of days in the year, if the Base Rate specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith is the Treasury Rate or Treasury Rate Constant Maturity.

                  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, all percentages
resulting from any calculation of the rate of interest hereof will be rounded,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).

                  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, interest will be
payable as follows: (i) if this Note resets daily, weekly or monthly (other than
Eleventh District Cost of Funds Rate Notes), interest will be payable on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith or, (ii) in the case
of Eleventh District Cost of Funds Rate Notes, interest will be payable on the
first calendar day of each March, June, September and December; (iii) if this
Note resets quarterly, interest will be payable on the third Wednesday of March,
June, September and December of each year; (iv) if this Note resets
semiannually, interest will be payable on the third Wednesday of each of two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; and (v) if this Note resets annually,
interest will be payable on the third Wednesday of the month of each year
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and in each case at Maturity (each such day being an
"Interest Payment Date"). If an Interest Payment Date would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall instead be the immediately preceding
Business Day, provided, however, if with respect to any Note for which "Accrue
to Pay" is not specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, if an Interest Payment Date with respect
to such Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, further, that any payment
required to be made in

                                       3
<PAGE>



respect of a Note that does not Accrue to Pay on a date (including the day of
Stated Maturity) that is not a Business Day for such Note need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment.

                  Upon the request of the holder of this Floating Rate Note, the
Calculation Agent for the Note will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to the Note.

                  Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest shall be the
rate determined in accordance with the provisions of the applicable heading
below.

Determination of CD Rate

                  If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the CD Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and the Spread or Spread Multiplier, if
any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. The "CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "CD Rate Determination Date") for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith as published
in H.15(519) under the heading "CDs (Secondary Market)."

                  The following procedures will be followed if the CD Rate
cannot be determined as described above. If the above rate is not published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
the CD Rate Determination Date, then the "CD Rate" for such Interest Reset
Period will be the rate on the CD Rate Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith as published in the
H.15 Daily Update. If by 3:00 P.M., New York City time, on such Calculation Date
such rate is not yet published in either H.15(519) or in the H.15 Daily Update,
then the "CD Rate" for such Interest Reset Period will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on the CD Rate Determination
Date of three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing (in the market for negotiable certificates of deposit) with a
remaining maturity closest to the Index Maturity on the face hereof or in the
pricing supplement attached hereto or delivered herewith in a denomination of
$5,000,000, provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).

                                       4
<PAGE>




                  CD Rate Notes, like other Notes, are not deposit obligations
of a bank and are not insured by the Federal Deposit Insurance Corporation.

Determination of Commercial Paper Rate

                  If the Base Rate shown on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Commercial Paper Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. The "Commercial Paper Rate" for each
Interest Reset Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "Commercial Paper Rate Determination Date") and shall be the Money
Market Yield (as defined below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
as such rate shall be published in H.15(519) under the heading "Commercial Paper
-- Nonfinancial."

                  The following procedures will be followed if the Commercial
Paper Rate cannot be determined as described above. In the event that such rate
is not published prior to 3:00 P.M.., New York City time, on the Calculation
Date pertaining to the Commercial Paper Rate Determination Date, then the
Commercial Paper Rate for such Interest Reset Period shall be the Money Market
Yield on the Commercial Paper Rate Determination Date of the rate for commercial
paper of the specified Index Maturity as published in the H.15 Daily Update
under the heading "Commercial Paper -- Nonfinancial". If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not yet published in either
H.15(519) or in the H.15 Daily Update, then the "Commercial Paper Rate" for such
Interest Reset Period shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 a.m., New York City time, on the Commercial Paper
Rate Determination Date of three leading dealers of commercial paper in The City
of New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith placed for an industrial issuer whose bonds are
rated "AA" or the equivalent by a nationally recognized rating agency, provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" for such Interest Reset Period will be the same as the Commercial Paper
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Commercial Paper Rate will be the Initial
Interest Rate).

                  "Money Market Yield" shall be a yield calculated in accordance
with the following formula:

                                            D x 360
                   Money Market Yield =------------------X 100
                                         360 - (D x M)



                                       5
<PAGE>




where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith.

Determination of Federal Funds Rate

                  If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate and Spread or
Spread Multiplier, if any, specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The "Federal Funds Rate" for
each Interest Reset Period shall be the effective rate on the second business
day prior to the Interest Reset Date for such Interest Reset Period (a "Federal
Funds Rate Determination Date") for Federal Funds as published in H.15(519)
under the heading "Federal Funds (Effective)."

                  The following procedures will be followed if the Federal Funds
Rate cannot be determined as described above. In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Federal Funds Rate Determination Date, the "Federal Funds
Rate" for such Interest Reset Period shall be the rate on the Federal Funds Rate
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds/Effective Rate." If by 3:00 P.M., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Federal Funds Rate" for such Interest Reset Period
shall be the rate on the Federal Funds Rate Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective),"
provided, however, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 3:00 P.M., New York City time, on such
Calculation Date, the "Federal Funds Rate" for such Interest Reset Period will
be the same as the Federal Funds Rate in effect for the immediately preceding
Interest Reset Period (or, if there is no such Interest Reset Period, the
Federal Funds Rate will be the Initial Interest Rate). If this Note resets
daily, the interest rate on this Note for the period from and including a Monday
to but excluding the succeeding Monday will be reset by the Calculation Agent on
such second Monday (or, if not a Business Day, on the next succeeding Business
Day) to a rate equal to the average of the Federal Funds Rates in effect with
respect to each such day in such week.



                                       6
<PAGE>



Determination of LIBOR

                  If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is LIBOR Telerate or
LIBOR Reuters, this Note will bear interest for each Interest Reset Period at
the interest rate calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. "LIBOR" for each Interest Reset Period
will be determined by the Calculation Agent as follows.

                  On the second London Banking Day prior to the Interest Reset
Date for such Interest Reset Period (a "LIBOR Determination Date"), the
Calculation Agent for such LIBOR Note will determine the offered rates for
deposits in the Specified Currency for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, which appear on the
Designated LIBOR Page at approximately 11:00 a.m., London time, on such LIBOR
Determination Date. "Designated LIBOR Page" means either (a) if "LIBOR Telerate"
is designated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the display designated as page "3750" on the Bridge Telerate
Service (or such other page as may replace page "3750" on such service or such
other service as may be nominated by the British Bankers' Association for the
purpose of displaying the London interbank offered rates of major banks), and
LIBOR for such Interest Reset Period will be the relevant offered rate as
determined by the Calculation Agent; or (b) if "LIBOR Reuters" is designated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, "Designated LIBOR Page" means the arithmetic mean determined by the
Calculation Agent of the two or more offered rates on the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on such service or such other service as may be
nominated by the British Bankers' Association for the purpose of displaying
London interbank offered rates of major banks). If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, LIBOR will be determined as if LIBOR
Telerate had been specified.

                  If LIBOR cannot be determined as described above (either
because the Designated LIBOR Page is no longer available or because fewer than
two offered rates appear on the Designated LIBOR Page on the LIBOR Determination
Date), the Calculation Agent will determine "LIBOR" as follows. The Calculation
Agent will request the principal London offices of each of four major banks in
the London interbank market selected by the Calculation Agent to provide the
Calculation Agent with its offered quotations for deposits in the Specified
Currency for the period of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on the LIBOR Determination Date and such
offered quotations will be in a principal amount equal to an amount of at least
$1,000,000 or its approximate equivalent thereof in the Specified Currency that
is representative of a single transaction in such market at such time. If two or
more such quotations are provided, "LIBOR" for such Interest Reset Period will
be the arithmetic mean of such

                                       7
<PAGE>



quotations. If less than two such quotations are provided, "LIBOR" for such
Interest Reset Period will be the arithmetic mean of rates quoted by three
major banks in The City of New York selected by the Calculation Agent for such
LIBOR Note at approximately 11:00 a.m., New York City time, on the LIBOR
Determination Date for loans in the Specified Currency to leading European banks
for the period of the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, and in a principal amount equal to an amount of at least
$1,000,000 or the approximate equivalent thereof in the Specified Currency that
is representative of a single transaction in such market at such time, provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting rates as mentioned in this sentence, "LIBOR" for such Interest
Reset Period will be the same as LIBOR for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the LIBOR Rate
will be the Initial Interest Rate).

Determination of Treasury Rate

                  If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Treasury Rate or
Treasury Rate Constant Maturity, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, if any, specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. Unless "Treasury
Rate Constant Maturity" is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the "Treasury Rate" for each
Interest Reset Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury Securities") that have the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, as such rate appears on either Telerate Page 56 or
Telerate Page 57 under the heading "AVGE INVEST YIELD." The following procedures
will be followed if the Treasury Rate cannot be determined as described above.
If not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Treasury Rate Determination Date, the "Treasury Rate" for such
Interest Reset Period will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on the Treasury Rate Determination Date as otherwise announced
by the United States Department of the Treasury. In the event that the results
of the auction of Treasury Securities having the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
are not published or reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held on the Treasury
Rate Determination Date, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
the Treasury Rate Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, provided, however, that if the dealers selected as aforesaid by the
Calculation
                                       8
<PAGE>



Agent are not quoting bid rates as mentioned in this sentence, then the
"Treasury Rate" for such Interest Reset Period will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).

                  The "Treasury Rate Determination Date" for each Interest Reset
Period will be the day of the week in which the Interest Reset Date for such
Interest Reset Period falls on which Treasury Securities would normally be
auctioned. Treasury Securities are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is normally
held on the following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an auction is so held on
the preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Period commencing in the next succeeding week.
If an auction date shall fall on any day that would otherwise be an Interest
Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead
be the Business Day immediately following such auction date.

                  If "Treasury Rate Constant Maturity" is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
"Treasury Rate" for each Interest Reset Period will be the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (1) if
the Designated CMT Telerate Page is 7051, the rate on such Constant Maturity
Treasury Rate Determination Date and (2) if the Designated CMT Telerate Page is
7052, the weekly or monthly average, as specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, for the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate Determination
Date occurs.

                  The following procedures will be followed if such rate does
not appear on such Designated CMT Telerate Page. If such rate is no longer
displayed on the relevant page or is not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the Treasury Rate for the Constant
Maturity Treasury Rate Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Treasury Rate for
the Constant Maturity Treasury Rate Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index, or other United
States Treasury Rate for the Designated CMT Maturity Index, for the Constant
Maturity Treasury Rate Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the Treasury Rate on the Constant Maturity
Treasury Rate Determination Date will be calculated by the Calculation Agent.
Such Treasury Rate will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices



                                       9
<PAGE>



as of approximately 3:30 P.M., New York City time, on the Constant Maturity
Treasury Rate Determination Date reported, according to their written records,
by three leading U.S. government securities dealers in The City of New York
selected by the Calculation Agent, one of which may be the Agent, from five such
dealers selected by the Calculation Agent and eliminating the highest quotation,
or in the event of equality, one of the highest, and the lowest quotation, or,
in the event of equality, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes"), with
an original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year.

                  If the Calculation Agent is unable to obtain three such
Treasury Note quotations, the Treasury Rate on the Constant Maturity Treasury
Rate Determination Date will be calculated by the Calculation Agent as follows.
Such Treasury Rate will be a yield to maturity based on the arithmetic mean of
the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on the Constant Maturity Treasury Rate Determination Date of
three leading U.S. government securities dealers in the City of New York, one of
which may be the Agent, from five such dealers selected by the Calculation Agent
and eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of the
lowest, for Treasury Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in an amount that
is representative for a single transaction in that market at that time.

                  If three or four, and not five, of such dealers are quoting as
described above, then the Treasury Rate will be based on the arithmetic mean of
the offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated. However, if fewer than three dealers so selected by the
Calculation Agent are quoting as mentioned above, the Treasury Rate determined
as of the Constant Maturity Treasury Rate Determination Date will be the
Treasury Rate in effect on the Constant Maturity Treasury Rate Determination
Date. If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent will obtain quotations for
the Treasury Note with the shorter remaining term to maturity and will use such
quotations to calculate the Treasury Rate as set forth above.

                  "Designated CMT Telerate Page" means the display on the Bridge
Telerate Service, or any successor service on the page specified in the
applicable pricing supplement, or any other page as may replace such page on
that service, or any successor service, for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
in the applicable pricing supplement, the Designated CMT Telerate Page shall be
7052, for the most recent week.

                  "Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, either one, two, three, five, seven,
ten, twenty or thirty years, specified


                                       10
<PAGE>



in the applicable pricing supplement with respect to which the Treasury Rate
will be calculated. If no such maturity is specified in the applicable pricing
supplement, the Designated CMT Maturity Index shall be two years.

                  "The Constant Maturity Treasury Rate Determination Date" shall
be the second Business Day prior to the Interest Reset Date for the applicable
Interest Reset Period.

Determination of Prime Rate

                  Prime Rate Notes will bear interest at the interest rates
(calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
pricing supplement.

                  Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "Prime Rate" for
each Interest Reset Period will be determined by the Calculation Agent for such
Prime Rate Note as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "Prime Rate Determination Date") and shall be
the rate made available and subsequently published on such date in H.15(519)
under the heading "Bank Prime Loan." The following procedures will be followed
if the Prime Rate cannot be determined as described above. If the above rate is
not published prior to 9:00 A.M., New York City time, on the related Calculation
Date, then the Prime Rate will be the rate on the Prime Rate Determination Date
as published in the H.15 Daily Update under the heading "Bank Prime Loan." In
the event that such rate has not been published prior to 3:00 P.M., New York
City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update,
the Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank's
prime rate or base lending rate as in effect for the Prime Rate Determination
Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page
for the Prime Rate Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on the Prime Rate Determination Date
by four major banks in The City of New York selected by the Calculation Agent.
If all four of the banks selected by the Calculation Agent do not provide such
quotations, the Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the four prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the Prime Rate Determination Date as furnished in The City of New York by the
banks selected by the Calculation Agent that have provided such quotations and
by a reasonable number of substitute banks or trust companies. Each such
substitute bank or trust company selected by the Calculation Agent to provide
such rate or rates must (1) be organized and doing business under the laws of
the United States, or any State of the United States, (2) have total equity
capital of at least $500,000,000 and (3) be subject to supervision or
examination by Federal or State authority. However, if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
the previous sentence, the Prime Rate will be the Prime Rate in effect on the
Prime Rate Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as


                                       11
<PAGE>



page "USPRIME1" on the Reuters Monitor Money Rates Service, (or such other page
as may replace the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).

Determination of J.J. Kenny Rate

                  J.J. Kenny Rate Notes will bear interest at the interest rates
(calculated by reference to the J.J. Kenny Rate and the Spread and/or Spread
Multiplier, if any) specified in the J.J. Kenny Rate Notes and in the applicable
pricing supplement.

                  Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "J.J. Kenny Rate"
for each Interest Reset Period will be determined by the Calculation Agent for
such J.J. Kenny Rate Note as of the second Business Day prior to the Interest
Reset Date for such Interest Reset Period (a "J.J. Kenny Rate Determination
Date") and shall be the per annum rate on such date equal to the index made
available and subsequently published by Kenny Information Systems or its
successor, based upon 30-day yield evaluations at par of bonds, the interest on
which is excludable from gross income for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"), of not less than five
"high grade" component issuers selected from time to time by Kenny Information
Systems, including without limitation, issuers of general obligation bonds;
provided, however, that the bonds on which the index is based shall not include
any bonds the interest on which is subject to an "alternate minimum tax" or
similar tax under the Code, unless all tax-exempt bonds are subject to such tax.

                  The following procedure will be followed if the J.J. Kenny
Rate cannot be determined as described above. If such rate is not made available
by 3:00 P.M., New York City time, on the Calculation Date pertaining to the J.J.
Kenny Rate Determination Date, the J.J. Kenny Rate shall be the rate quoted by a
successor indexing agent selected by the Company equaling the prevailing rate
for bonds rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers selected
by such successor indexing agent most closely resembling the "high grade"
component issuers selected by Kenny Information Systems that are subject to
tender by the holders thereof for purchase on not more than seven days' notice
and the interest on which is (A) variable on a weekly basis, (B) excludable from
gross income for federal income tax purposes under the Code, and (C) not subject
to an "alternate minimum tax" or similar tax under the Code, unless all
tax-exempt bonds are subject to such tax; provided, however, that if a successor
indexing agent is not available, the J.J. Kenny Rate with respect to the J.J.
Kenny Rate Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the J.J. Kenny Rate will be the Initial Interest Rate).

Determination of Eleventh District Cost of Funds Rate

                  Eleventh District Cost of Funds Rate Notes will bear interest
at the interest rates (calculated by reference to the Eleventh District Cost of
Funds Rate and the Spread and/or





                                       12
<PAGE>






Spread Multiplier, if any) specified in the Eleventh District Cost of Funds Rate
Notes and in the applicable pricing supplement.

                  Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "Eleventh District
Cost of Funds Rate," for each Interest Reset Period will be determined by the
Calculation Agent for such Eleventh District Cost of Funds Rate Note as of the
last working day of the month immediately prior to such Interest Reset Date for
such Interest Reset Period on which the Federal Home Loan Bank of San Francisco
(the "FHLB of San Francisco") publishes the Eleventh District Cost of Funds
Index (as defined below) (the "Eleventh District Cost of Funds Rate
Determination Date"), and shall be the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Determination Date as set forth under the caption "Eleventh
District" on the Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Determination Date.

                  The following procedures will be followed if the Eleventh
District Cost of Funds Rate cannot be determined as described above. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Determination Date, the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Eleventh District Cost of Funds Rate Index") by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month next preceding such Eleventh District Cost of Funds Rate
Determination Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Determination Date.

Determination of EURIBOR

                  If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is EURIBOR, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to EURIBOR and the Spread or Spread Multiplier, if
any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. "EURIBOR" for each Interest Reset Period will be
determined by the Calculation Agent as follows.

                  On the second TARGET Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "EURIBOR Determination Date"), the
Calculation Agent for such EURIBOR Note will determine the offered rates for
deposits in Euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the period of the index maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset




                                       13
<PAGE>






Date, which appears on the Designated EURIBOR Page as of 11:00 a.m., Brussels
time, on such EURIBOR Determination Date. "Designated EURIBOR Page" means the
display designated as page "248" on the Bridge Telerate Service (or any
successor service or such other page as may replace page "248" on such
service), and EURIBOR for such Interest Reset Period will be the relevant
offered rate as determined by the Calculation Agent.

                  If EURIBOR cannot be determined as described above (either
because the Designated EURIBOR Page is no longer available or because fewer than
two offered rates appear on the Designated EURIBOR Page on the EURIBOR
Determination Date), the Calculation Agent will determine "EURIBOR" as follows.
The Calculation Agent will request the principal Euro-zone (as defined below)
office of each of four major banks in the Euro-zone interbank market selected by
the Calculation Agent to provide the Calculation Agent with their respective
offered quotations for deposits in Euros for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, to prime banks in
the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on
the EURIBOR Determination Date and such offered quotations will be in a
principal amount equal to an amount of at least $1,000,000 or its approximate
equivalent thereof in Euros that is representative of a single transaction in
such market at such time. If two or more such quotations are provided, "EURIBOR"
for such Interest Reset Period will be the arithmetic mean of such quotations.
If less than two such quotations are provided, "EURIBOR" for such Interest Reset
Period will be the arithmetic mean of rates quoted by four major banks in the
Euro-zone selected by the Calculation Agent for such EURIBOR Note at
approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date for
loans in Euros to leading European banks for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, and in a principal
amount equal to an amount of at least $1,000,000 or the approximate equivalent
thereof in Euros that is representative of a single transaction in such market
at such time, provided, however, that if the banks so selected as aforesaid by
the Calculation Agent are not quoting rates as mentioned in this sentence,
"EURIBOR" for such Interest Reset Period will be the same as EURIBOR for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the EURIBOR Rate will be the Initial Interest Rate).

                  "Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the treaty on European
Union.

Inverse Floating Rate Notes

                  If this Note is designated as an Inverse Floating Rate Note on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, the interest rate on such Inverse Floating Rate shall be equal to (i)
in the case of the period, if any, commencing on the Issue Date (or such other
date which may be specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as the date on which this Note shall begin
to accrue interest), up to the first Interest Reset Date, the Initial Fixed
Interest Rate shown above, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference





                                       14
<PAGE>




Rate shown above minus the interest rate determined by reference to the Base
Rate shown above, as adjusted by the Spread or Spread Multiplier, if any, as
determined in accordance with the provisions hereof, provided, however, that on
any Inverse Floating Rate Note (x) the interest rate thereon will not be less
than zero and (y) the interest rate in effect for the ten days immediately prior
to the date of Maturity will be the rate in effect on the tenth day preceding
such date.

Floating Rate/Fixed Rate Notes

                  If this Note is designated as a Floating Rate/Fixed Rate Note,
this Note will be a Floating Rate note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, in which event the interest rate
on this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period, all as
described herein and in the applicable pricing supplement.

Subsequent Interest Periods

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Spread or Spread
Multiplier on this Note may be reset by the Company on the date or dates
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Optional Reset Date"). Not later than 40 days prior
to each Optional Reset Date, the Trustee will mail to the Holder of this Note a
notice (the "Reset Notice"), first class, postage prepaid, indicating whether
the Company has elected to reset the Spread or Spread Multiplier, and if so, (i)
such new Spread or Spread Multiplier and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date, or, if there is no such next Optional Reset Date, to the Stated
Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to the
holder of a Note, such new interest rate shall take effect automatically. Except
as modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Spread or Spread Multiplier provided for in the
Reset Notice and establish a higher Spread or Spread Multiplier for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
Spread or Spread Multiplier to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Spread or Spread Multiplier is
reset on an Optional Reset Date will bear such higher Spread or Spread
Multiplier whether or not tendered for repayment.

                  The Holder of this Note will have the option to elect
repayment by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant





                                       15
<PAGE>





to a Reset Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day before the
Optional Reset Date.

Indexed Notes

                  If this Note is an Indexed Note, then certain or all interest
payments, in the case of an Indexed Rate Note, and/or the principal amount
payable at Stated Maturity or earlier redemption or retirement, in the case of
an Indexed Principal Note, is determined by reference to the amount designated
on the face hereof or in the pricing supplement attached hereto or delivered
herewith as the Face Amount of this Note and by reference to the Index as
described on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If this Note is a Floating Rate Note or Indexed Rate Note
that is also an Indexed Principal Note, the amount of any interest payment will
be determined by reference to the Face Amount described on the face hereof or in
the pricing supplement attached hereto or delivered herewith unless otherwise
specified. If this Note is an Indexed Principal Note, the principal amount
payable at Stated Maturity or any earlier redemption or repayment of this Note
may be different from the Face Amount.

                  If a third party is appointed to calculate or announce the
Index for a particular Indexed Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agent or another affiliate of the Company
may be either the original or successor third party selected by the Company.

                  If for any reason such Index cannot be calculated on the same
basis and subject to the same conditions and controls as applied to the original
third party, then the indexed interest payments, if any, or any indexed
principal amount of such Indexed Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.





                                       16
<PAGE>



Specified Currency

                  If the Specified Currency is other than U.S. dollars, the
amount of any U.S. dollar payment to be made in respect hereof will be
determined by the Company or its agent based on the highest firm bid quotation
expressed in U.S. dollars received by the Company or its agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date (or, if no such rate is quoted on such date, the last
date on which such rate was quoted) from three (or, if three are not available,
then two) recognized foreign exchange dealers in The City of New York selected
by the Exchange Rate Agent (one or more of which may be an agent involved in the
distribution of the Notes (an "Agent") and another of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of the Specified Currency payable on such
payment date in respect of all Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Notes by deductions
from such payments. If no such bid quotations are available, then such payments
will be made in the Specified Currency, unless the Specified Currency is
unavailable due to the imposition of exchange controls or to other circumstances
beyond the Company's control, in which case payment will be made as described in
the next paragraph.

Payments in Currencies Other than the Specified Currency

                  Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is (i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again available or so used. The amount so payable on any
date in such foreign currency shall be converted into U.S. dollars on the basis
of the most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Any payment made under such circumstances in U.S.
dollars will not constitute an Event of Default under the Indenture.

                  In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such Specified
Currency that is a composite currency), the obligations of the Company with
respect to payments on this Note shall, in all cases, be deemed immediately
following such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such obligations immediately
before such redenomination. This Note does not provide for any adjustment to any
amount payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary

                                       17
<PAGE>



Union, the procedures described in this paragraph shall not apply, and the
obligations of the Company with respect to payments on this Note shall instead
be determined as set forth in the following paragraph.

                  Certain of the foreign currencies in which debt securities may
be denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Stage III
includes the introduction of the "Euro," which, along with the present national
currency of each participating member state, is legal tender in the
participating member states.

Dual Currency Notes

                  If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.

                  If the Company makes such an election, the amount payable in
the Optional Payment Currency shall be determined using the Designated Exchange
Rate specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. If such election is made, notice of such election shall
be mailed in accordance with the terms of the applicable Tranche of Dual
Currency Notes within two Business Days of the Option Election Date and shall
state (i) the first date, whether an Interest Payment Date and/or Stated
Maturity, on which scheduled payments in the Optional Payment Currency will be
made and (ii) the Designated Exchange Rate. Any such notice by the Company, once
given, may not be withdrawn. The equivalent value in the Specified Currency of
payments made after such an election may be less, at the then current exchange
rate, than if the Company had made such payment in the Specified Currency.

Renewable Notes

                  If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the





                                       18
<PAGE>



"Initial Maturity Date") unless the term of all or any portion of this Note is
renewed in accordance with the following procedures.

                  On the Interest Payment Date occurring in the sixth month
(unless a different interval (the "Special Election Interval") is specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith) prior to the Initial Maturity Date of this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, the last month in
a period equal to twice the Special Election Interval) after such Renewal Date,
if the Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").

                  The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date, unless another period is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. Such election will be irrevocable and will be binding upon
each subsequent Holder of this Note. An election to renew the term of this Note
may be exercised with respect to less than the entire principal amount of this
Note only if so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith and then only in such principal amount, or
any integral multiple in excess of such amount, as is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith.
Notwithstanding the foregoing, the term of this Note may not be extended beyond
the Stated Maturity specified for this Note on the face hereof or in the pricing
supplement attached hereto or delivered herewith.

                  If the Holder does not elect to renew the term, this Note must
be presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, the Trustee, or any duly appointed paying agent, shall
issue in exchange for such Note in the name of such holder, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Note for which the election to renew was made, with terms otherwise
identical to the exchanged Note.


                                       19
<PAGE>




Extension of Maturity

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Maturity of this Note may
be extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five whole years, up
to but not beyond, the date (the "Final Maturity") set forth on the face hereof
or in the pricing supplement attached hereto or delivered herewith. The Company
may exercise such option by notifying the Trustee of this Note at least 45 but
not more than 60 days prior to the old Stated Maturity of this Note. If the
Company exercises such option, the Trustee will mail to the Holder of this Note
not later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the Spread or
Spread Multiplier applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period including the date or dates on
which, or the period or periods during which, and the price or prices at which
such redemption may occur during the extension period. Upon the Trustee's
mailing of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior to
the mailing of such Extension Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old Stated Maturity of this Note, the Company may, at
its option, revoke the Spread or Spread Multiplier provided for in the Extension
Notice and establish a higher Spread or Spread Multiplier for the Extension
Period by causing the Trustee to mail notice of such higher Spread or Spread
Multiplier, first class, postage prepaid to the Holder of this Note. Such notice
shall be irrevocable. All Notes with respect to which the Stated Maturity is
extended will bear such higher Spread or Spread Multiplier for the extension
period, whether or not tendered for repayment.

                  If the Company extends the Stated Maturity of this Note, the
Holder will have the option to elect repayment of this Note by the Company on
the old Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old Stated
Maturity once the Company has extended the Stated Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except that
the period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days before the such old Stated Maturity, and
except that if the Holder has tendered this Note for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day before the old
Stated Maturity.

Optional Redemption, Repayment and Repurchase

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Company may, at its
option, redeem this Note in whole or in part, on the date or dates (each an
"Optional Redemption Date") specified herein, at the price (the "Redemption




                                       20
<PAGE>





Price") (together with interest accrued to such Optional Redemption Date)
specified herein. Unless otherwise stated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Trustee shall mail to the
Holder a notice of such redemption first class, postage prepaid at least 30 days
prior to the date of redemption. Unless otherwise stated herein, the Company may
exercise such option with respect to a redemption of this Note in part only by
notifying the Trustee for this Note at least 45 days prior to any Optional
Redemption Date. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof.

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
interest accrued to the date of repayment. In order for this Note to be repaid,
the Trustee must receive at least 30 but not more than 45 days prior to an
Optional Repayment Date (i) this Note with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the guarantee
procedure described in clause (ii) of the preceding sentence is followed, this
Note with form duly completed must be received by the Trustee by such fifth
Business Day. Any tender of this Note for repayment (except pursuant to a Reset
Notice or an Extension Notice) shall be irrevocable. The repayment option may be
exercised by the Holder of this Note for less than the entire principal amount
of the Note, provided, that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the Holder of this Note.

                  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, this Note will not be
subject to any sinking fund.

                  Notwithstanding anything herein to the contrary, if this Note
is an OID Note (other than an Indexed Note), the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof (other than pursuant
to an optional redemption by the Company at a stated Redemption Price) shall be
the Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement



                                       21
<PAGE>




attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.

                  The Company may at any time purchase Notes at any price in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee for
such Notes for cancellation.

Other Terms

                  As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations, as requested by
the Person surrendering the same.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the Holder hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  If an Event of Default with respect to the Debt Securities of
this series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.





                                       22
<PAGE>




                  In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss, theft, or
destruction hereof (together with such indemnity and such other documents or
proof as may be required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new Note of like tenor
and principal amount will be issued by the Company in exchange for, or in lieu
of, this Note. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.

                  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
the Trustee with the consent of the Holders of not less than 66 2/3% in
aggregate principal amount of Debt Securities at the time outstanding of each
series to be affected. 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 the 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 Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.

                  Holders of Debt Securities may not enforce their rights
pursuant to the Indenture or the Note 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, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.

                  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 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.


                  (Remainder of Page Intentionally Left Blank)


                                       23
<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

<TABLE>
<S>         <C>                                      <C>                   <C>
TEN COM     -as tenants in common                    UNIF GIFT MIN ACT                  Custodian
                                                                            ---------------------------------
TEN ENT     -as tenants by the entireties                                   (Cust)                    (Minor)
JT ENT      -as joint tenants with right of                                 Under Uniform Gifts to Minors Act
             survivorship and not as tenants in
             common                                                         ---------------------------------
                                                                                           (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list

                                ---------------

                           OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay $____ principal amount of the within Note, pursuant to its
terms, on the "Optional Repayment Date" first occurring after the date of
receipt of the within Note as specified below, together with interest thereon
accrued to the date of repayment, to the undersigned at:

-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

                  For this Option to Elect Repayment to be effective, this Note
with the Option to Elect Repayment duly completed must be received by the
Company within the relevant time period set forth above at its office or agency
in the Borough of Manhattan, the City and State of New York, located initially
at the office of the Trustee at 101 Barclay Street, 21 West, Attention:
Corporate Trust Administration, New York, New York 10286.

Dated:

                                   -------------------------------------------
                                   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.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

         Please Insert Social Security or Other
           Identifying Number of Assignee

         --------------------------------------


         --------------------------------------


-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
      Please Print or Type Name and Address Including Zip Code of Assignee


-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

                                                                        attorney
-----------------------------------------------------------------------
to transfer such Note on the books of Citigroup Inc., with full
power of substitution in the premises.

Dated:
      ---------------------        --------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   NOTICE: The signature to this assignment must
                                   correspond with the name as it appears upon
                                   the face of the Note in every particular,
                                   without alteration of enlargement or any
                                   change whatsoever




<PAGE>
REGISTERED                                              PRINCIPAL AMOUNT
NO. FL ________                                         OR FACE AMOUNT:
                                                        $______________________
                                                        CUSIP:_________________


                                 CITIGROUP INC.
                       MEDIUM-TERM SENIOR NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)



     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:

<TABLE>
<S>                 <C>                                          <C>              <C>
Base Rate:          CD Rate                                      Commercial       Federal Funds Rate
                                                                 Paper Rate
                    LIBOR Telerate                               LIBOR Reuters    Treasury Rate
                    Treasury Rate                                Prime Rate       J.J. Kenny Rate
                    Constant Maturity
                    Eleventh District Cost of Funds Rate         EURIBOR
                    Other (see attached)

Interest Reset Period                                                               Index Maturity:
or Interest Reset Dates:

Interest Payment Dates:        Accrue to Pay:          Yes                      No
</TABLE>


<PAGE>
<TABLE>
<S>                                       <C>                                              <C>
Indexed Principal Note:                    [ ] Yes (see attached)                           [ ] No

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 (see attached)                           [ ] No

         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:

Bond Yield to Maturity:                        Bond Yield to Call:

Optional Repayment:                        [ ] Yes                                          [ ] No

         Optional Repayment Dates:             Optional Repayment Prices:

Optional Extension of Stated Maturity:     [ ] Yes                                          [ ] No

         Final Maturity:
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                                     <C>                                          <C>
Discount Note:                          [ ] Yes                                       [ ] No

         Total Amount of OID:               Yield to Maturity:

Renewable Note:                         [ ] Yes (see attached)                        [ ] No

         Initial Maturity Date:
</TABLE>


                   Special Election Interval (if applicable):

                  Amount (if less than entire principal amount)
                     as to which election may be exercised:

                                       3
<PAGE>

     CITIGROUP 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 CEDE & CO. or registered assigns, (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
above 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 is paid or duly provided for in accordance with the terms hereof.
The interest so payable, and punctually paid or duly provided for, on each
Interest Payment Date specified herein will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which, in the case of any Interest
Payment Date shall be the date (whether or not a Business Day), fifteen calendar
days immediately preceding such Interest Payment Date and, in the case of
interest payable at Stated Maturity shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     For purposes of this Note, "Business Day" means: (i) with respect to any
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 generally are authorized or
obligated by law or executive order to close; (ii) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S. dollars are



                                       4
<PAGE>

transacted in the London interbank market; (iii) with respect to Notes having a
specified currency other than U.S. dollars only, other than 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 (iv) 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.

     As used above, a "principal financial center" means the capital city of the
country issuing the specified currency. However, with respect to Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center shall be Sydney, Toronto,
Frankfurt, Amsterdam, Milan 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).

     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.

     Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide



                                       5
<PAGE>

appropriate wire transfer instructions to the Trustee and all such payments will
be made by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States. The principal hereof
and any premium and interest hereon payable at Maturity will be paid in
immediately available funds upon surrender of this Note at the corporate trust
office or agency of the Trustee located in the City and State of New York.

     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 The Bank of New York, or its
successor, as Trustee.





                                       6
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.

Dated:
                                        CITIGROUP INC.


                                        By
                                           -------------------------------------
                                           Authorized Officer



                                        Attest
                                              ----------------------------------
                                              Assistant Secretary



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes issued under the within-mentioned Indenture.

Dated:

                                        THE BANK OF NEW YORK, as Trustee


                                        By
                                           -------------------------------------
                                           Authorized Signatory






                                       7
<PAGE>
REGISTERED                                                      PRINCIPAL AMOUNT
NO. FX____                                                      OR FACE AMOUNT:
                                                                $_______________
                                                                CUSIP:__________


                                 CITIGROUP INC.
                    MEDIUM-TERM SUBORDINATED NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                                  (FIXED RATE)



     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.

<TABLE>
<S>                                                                    <C>                      <C>
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:

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).

</TABLE>

<PAGE>
<TABLE>

<S>                                                         <C>                             <C>
Optional Reset Dates (if applicable):

Amortizing Note:                                            [ ] Yes                         [ ] No

         Amortization Schedule:

Optional Redemption:                                        [ ] Yes                         [ ] No

         Optional Redemption Dates:

         Redemption Prices:

Bond Yield to Maturity:                                         Bond Yield to Call:

Optional Repayment:                                         [ ] Yes                         [ ] No

         Optional Repayment Dates:                              Optional Repayment Prices:

Optional Extension of Stated Maturity:                      [ ] Yes                         [ ] No

         Final Maturity:

Discount Note:                                              [ ] Yes                         [ ] No

         Total Amount of OID:                                   Yield to Maturity:

Renewable Note:                                             [ ] Yes (see attached)          [ ] No
</TABLE>



                   Special Election Interval (if applicable):

                           Amount (if less than entire
                          principal amount) as to which
                           election may be exercised:

                                       2


<PAGE>


     CITIGROUP 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 CEDE & CO. or registered assigns, (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, semiannually in arrears on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith and at 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. Unless otherwise specified
herein, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months.

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which (other than interest payable at Maturity)
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date, and, in the case of interest
payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed,


                                       3
<PAGE>

and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; provided, however, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and any Interest Payment Date with respect to such Fixed
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day. Each
payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date.

     For purposes of this Note, "Business Day" means: (i) with respect to any
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 generally are authorized or
obligated by law or executive order to close; (ii) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market; (iii) with respect to Notes having a specified
currency other than U.S. dollars only, other than 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 (iv) 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.

     As used above, a "principal financial center" means the capital city of the
country issuing the specified currency. However, with respect to Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center shall be Sydney, Toronto,
Frankfurt, Amsterdam, Milan 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
authorizes and directs the

                                       4
<PAGE>

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.

     Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than


                                       5
<PAGE>

U.S. dollars), such Holder shall provide appropriate wire transfer instructions
to the Trustee and all such payments will be made by wire transfer of
immediately available funds to an account maintained by the payee with a bank
located outside the United States. The principal hereof and any premium and
interest hereon payable at Maturity will be paid in immediately available funds
upon surrender of this Note at the corporate trust office or agency of the
Trustee located in the City and State of New York.

     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 Bank One Trust Company, N.A. (as
successor in interest to The First National Bank of Chicago), or its successor,
as Trustee.


                                       6
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.


Dated:

                                          CITIGROUP INC.


                                          By
                                            -----------------------------------
                                            Authorized Officer



                                          Attest
                                                -------------------------------
                                                Assistant Secretary



                 CERTIFICATE OF AUTHENTICATION

     This is one of the Notes issued under the within-mentioned Indenture.

Dated:

                                          BANK ONE TRUST COMPANY,
                                          N.A., as Trustee


                                          By
                                            -----------------------------------
                                            Authorized Signatory

                                       7



<PAGE>
                              (REVERSE OF SECURITY)

                                 CITIGROUP INC.
                    MEDIUM-TERM SUBORDINATED NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                                  (FIXED RATE)

General

     This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of April 12, 2001, as amended (the "Indenture"),
between the Company and Bank One Trust Company, N.A. (as successor in interest
to The First National Bank of Chicago), as trustee (the "Trustee," which term
includes any successor Trustee under the Indenture), to which indenture and all
indentures supplemental thereto 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 Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered.
The U.S. dollar equivalent of the public offering price or purchase price of
Notes denominated in currencies other than U.S. dollars will be determined by
the Company or its agent, as exchange rate agent for the Notes (the "Exchange
Rate Agent") on the basis of the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the
applicable issue dates.

     The Notes are in registered form without coupons. Unless otherwise
specified above, the authorized denominations of Notes denominated in U.S.
dollars will be U.S.$1,000 and any larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.

     Each Note will be issued initially as either a Book-Entry Note or, if so
specified above, a Certificated Note. Book-Entry Notes will not be exchangeable
for Certificated Notes and, except as otherwise provided in the Indenture, will
not otherwise be issuable as Certificated Notes.


Fixed Rate Notes


                                       0
<PAGE>

     This Note will bear interest from its Original Issue Date, or from the last
Interest Payment Date to which interest has been paid or duly provided for, at
the rate per annum stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith until the principal amount hereof is paid
or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Maturity," and except that if so
specified in the attached pricing supplement, the rate of interest payable on
certain Fixed Rate Notes may be subject to adjustment as specified therein.

     Unless otherwise set forth herein, interest on this Note will be payable
semiannually in arrears on the Interest Payment Dates set forth above and at
Stated Maturity. If an Interest Payment Date with respect to any Note would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
not be postponed; provided, however, that any payment required to be made in
respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and any Interest Payment Date with respect to such Fixed
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day.

     Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360").

Subsequent Interest Periods


     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Interest Rate on this Note may be reset by the
Company on the date or dates specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith (each an "Optional Reset
Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee
will mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
Interest Rate, and if so, (i) such new Interest Rate and (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date, or, if there is


                                       1
<PAGE>

no such next Optional Reset Date, to the Stated Maturity of this Note (each such
period, a "Subsequent Interest Period"), including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Subsequent Interest Period. Upon the transmittal
by the Trustee of a Reset Notice to the holder of a Note, such new interest rate
shall take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Company may, at its option, revoke the
Interest Rate provided for in the Reset Notice and establish a higher Interest
Rate for the Subsequent Interest Period by causing the Trustee to mail notice of
such higher Interest Rate to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Interest Rate is reset on an
Optional Reset Date will bear such higher Interest Rate whether or not tendered
for repayment.

     The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.

Indexed Notes

     If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the Face Amount of this Note
and by reference to the Index as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount.



     If a third party is appointed to calculate or announce the Index for a
particular Indexed Note and this third party either suspends the calculation or
announcement of such Index or changes the basis upon which such Index is
calcu-

                                       2
<PAGE>

lated, in a manner that is inconsistent with the applicable pricing supplement,
then the Company will select another third party to calculate or announce the
Index. The agent or another affiliate of the Company may be either the original
or successor third party selected by the Company.

     If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of such Indexed Principal Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.

Specified Currency

     If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.


Payments in Currencies Other than the Specified Currency

     Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances

                                       3
<PAGE>

beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the most recently
available Market Exchange Rate for such currency or as otherwise indicated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. Any payment made under such circumstances in U.S. dollars will not
constitute a Default under the Indenture.

     In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.



     Certain of the foreign currencies in which debt securities may be
denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Stage III
includes the introduction of the "Euro," which, along with the present national
currency of each participating member state, is legal tender in the
participating member states.

Dual Currency Notes

                                       4
<PAGE>

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Dual Currency Note, the Company may
have a one time option, exercisable on one or more dates (each an "Option
Election Date") in whole, but not in part, with respect to all Dual Currency
Notes issued on the same day and having the same terms (a "Tranche"), of
thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.

     If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

Renewable Notes

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Renewable Note, this Note will mature
on an Interest Payment Date occurring in or prior to the twelfth month following
the Original Issue Date of this Note (the "Initial Maturity Date") unless the
term of all or any portion of this Note is renewed in accordance with the
following procedures:


     On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election


                                       5
<PAGE>

Interval) after such Renewal Date, if the Holder of this Note elects to extend
the term of this Note or any portion thereof as described below. If the Holder
does not elect to extend the term of any portion of the principal amount of this
Note during the specified period prior to any Renewal Date, such portion will
become due and payable on the Interest Payment Date occurring in the sixth month
(or the last month in the Special Election Interval) after such Renewal Date
(the "New Maturity Date").

     The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date, unless another period is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Such
election will be irrevocable and will be binding upon each subsequent Holder of
this Note. An election to renew the term of this Note may be exercised with
respect to less than the entire principal amount of this Note only if so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith and then only in such principal amount, or any integral
multiple in excess of such amount, as is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof or in the pricing supplement attached
hereto or delivered herewith.

     If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such holder, a replacement Renewable
Note, in a principal

                                       6
<PAGE>

amount equal to the principal amount of such exchanged Note for which the
election to renew was made, with terms otherwise identical to the exchanged
Note.

Extension of Maturity

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Maturity of this Note may be extended at the
option of the Company for one or more periods of whole years specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
(each an "Extension Period") from one to five whole years, up to but not beyond,
the date (the "Final Maturity") set forth on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The Company may exercise such
option by notifying the Trustee for this Note at least 45 but not more than 60
days prior to the old Stated Maturity of this Note. If the Company exercises
such option, the Trustee will mail to the Holder of this Note not later than 40
days prior to the old Stated Maturity a notice (the "Extension Notice") first
class, postage prepaid indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period including the date or dates on which, or
the period or periods during which, and the price or prices at which such
redemption may occur during the extension period. Upon the Trustee's mailing of
the Extension Notice, the Stated Maturity of this Note shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, this Note will have the same terms as prior to the
mailing of such Extension Notice. Notwithstanding the foregoing, not later than
20 days prior to the old Stated Maturity of this Note, the Company may, at its
option, revoke the Interest Rate provided for in the Extension Notice and
establish a higher Interest Rate for the Extension Period by causing the Trustee
to mail notice of such higher Interest Rate, first class, postage prepaid to the
Holder of this Note. Such notice shall be irrevocable. All Notes with respect to
which the Stated Maturity is extended will bear such higher Interest Rate for
the extension period, whether or not tendered for repayment.



                  If the Company extends the Stated Maturity of this Note, the
Holder will have the option to elect repayment of this Note by the Company on
the old Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old Stated
Maturity once the Company has extended the Stated Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except that
the period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days before the old Stated Maturity, and except
that if the Holder has tendered this


                                       7
<PAGE>

Note for repayment pursuant to an Extension Notice, the Holder may, by written
notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day before the old Stated Maturity.

Optional Redemption, Repayment and Repurchase

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Company may, at its option, redeem this Note
in whole or in part, on the date or dates (each an "Optional Redemption Date")
specified herein, at the price (the "Redemption Price") (together with accrued
interest to such Optional Redemption Date) specified herein. Unless otherwise
stated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Trustee shall mail to the Holder a notice of such
redemption first class, postage prepaid at least 30 days prior to the date of
redemption. Unless otherwise stated herein, the Company may exercise such option
with respect to a redemption of this Note in part only by notifying the Trustee
for this Note at least 45 days prior to any Optional Redemption Date. In the
event of redemption of this Note in part only, a new Note or Notes for the
unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof.


     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note will be repayable prior to Maturity at
the option of the Holder on the Optional Repayment Dates shown on the face
hereof or in the pricing supplement attached hereto or delivered herewith at the
Optional Repayment Prices shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith, together with interest accrued to the
date of repayment. In order for this Note to be repaid, the Trustee must receive
at least 30 but not more than 45 days prior to an Optional Repayment Date (i)
this Note with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States of America setting forth the name of the Holder of this Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised hereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the guarantee procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for


                                       8
<PAGE>

repayment (except pursuant to a Reset Notice or an Extension Notice) shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided, that the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Note shall be
canceled and a new Note or Notes for the remaining principal amount hereof shall
be issued in the name of the Holder of this Note.

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will not be subject to any
sinking fund.


     Notwithstanding anything herein to the contrary, if this Note is an OID
Note (other than an Indexed Principal Note), the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof (other than pursuant
to an optional redemption by the Company at a stated Redemption Price) shall be
the Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.

     The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at the discre-



                                       9
<PAGE>

tion of the Company, be held or resold or surrendered to the Trustee for such
Notes for cancellation.

Other Terms

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Person surrendering
the same.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City and State of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     If an Event of Default with respect to the Debt Securities of this series
shall have occurred and be continuing, the principal of all the Debt Securities
of this series may be declared due and payable in this manner and with the
effect provided in the Indenture.




                  In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss, theft, or
destruction hereof (together with such indemnity and such other documents or
proof as may be required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new Note of like tenor
and principal amount will be issued by the


                                       10
<PAGE>

Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the Holder of this
Note.

     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 the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the 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 Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.

     Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note 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, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.

     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 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.

                                       11
<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

<TABLE>


<S>               <C>                                      <C>                    <C>
TEN COM           -as tenants in common                    UNIF GIFT MIN ACT                        Custodian
                                                                                  ------------------         -------------------
TEN ENT           -as tenants by the entireties                                        (Cust)                        (Minor)
JT ENT            -as joint tenants with right of                                        Under Uniform Gifts to Minors Act
                   survivorship and not as tenants in
                   common                                                                 ---------------------------------
                                                                                                        ( State)
</TABLE>

     Additional abbreviations may also be used though not in the above list

                                ----------------

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay $ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:

                   -------------------------------------------------------------

                   -------------------------------------------------------------
                     (Please Print or Type Name and Address of the Undersigned)


and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

     For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 1 North State Street, 9th Floor, Attention: Global Corporate
Trust Services, Chicago, Illinois 60602.

Dated:
         -----------------------------------------------------------------------
         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.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

         Please Insert Social Security or Other
         Identifying Number of Assignee
         -----------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------
      Please Print or Type Name and Address Including Zip Code of Assignee



--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

                                                                        attorney
------------------------------------------------------------------------
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.

Dated:
      ------------------------------      --------------------------------------
                                          Signature

                                          --------------------------------------
                                          NOTICE:  The signature to this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the Note in every particular, without
                                          alteration of enlargement or any
                                          change whatsoever

<PAGE>



REGISTERED                                                     PRINCIPAL AMOUNT
NO. FL________                                                 OR FACE AMOUNT:
                                                               $________________
                                                               CUSIP:___________


                                 CITIGROUP INC.
                    MEDIUM-TERM SUBORDINATED NOTE, SERIES F,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)



     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:

<TABLE>
<CAPTION>
Base Rate:                    CD Rate                                    Commercial             Federal Funds Rate
---------                     -------                                    Paper Rate             ------------------
                                                                         ----------
<S>                           <C>                                        <C>                    <C>
                          [ ] LIBOR Telerate                             LIBOR Reuters          Treasury Rate
                          [ ] Treasury Rate                              Prime Rate             J.J. Kenny Rate
                          [ ] Constant Maturity
                          [ ] Eleventh District Cost of Funds Rate                              EURIBOR
                              Other (see attached)

Interest Reset Period                                                    Index Maturity:
or Interest Reset Dates:

Interest Payment Dates:       Accrue to Pay:                         [ ] Yes                [ ] No

</TABLE>

<PAGE>
<TABLE>

<S>                                          <C>                                                <C>
Indexed Principal Note:
                                             [ ] Yes (see attached)                              [ ] No

Floating Rate:                                   Indexed Interest  Rate:                             (see 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

         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:

Bond Yield to Maturity:                                                                              Bond Yield to Call:

Optional Repayment:                          [ ] Yes                                             [ ] No

         Optional Repayment Dates:               Optional Repayment Prices:

Optional Extension of Stated Maturity:       [ ] Yes                                             [ ] No

         Final Maturity:
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                               <C>                         <C>
Discount Note:                                     [ ] Yes                     [ ] No

         Total Amount of OID:                          Yield to Maturity:

Renewable Note:                                    [ ] Yes (see attached)      [ ] No

         Initial Maturity Date:
</TABLE>

                   Special Election Interval (if applicable):

                  Amount (if less than entire principal amount)
                     as to which election may be exercised:


                                      3
<PAGE>


     CITIGROUP 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 CEDE & CO. or registered assigns, (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
above 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 is paid or duly provided for in accordance with the terms hereof.
The interest so payable, and punctually paid or duly provided for, on each
Interest Payment Date specified herein will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which, in the case of any Interest
Payment Date shall be the date (whether or not a Business Day), fifteen calendar
days immediately preceding such Interest Payment Date and, in the case of
interest payable at Stated Maturity shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     For purposes of this Note, "Business Day" means: (i) with respect to any
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 generally are authorized or
obligated by law or executive order to close; (ii) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S.


                                       4
<PAGE>
dollars are transacted in the London interbank market; (iii) with respect to
Notes having a specified currency other than U.S. dollars only, other than 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
(iv) 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.

     As used above, a "principal financial center" means the capital city of the
country issuing the specified currency. However, with respect to Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center shall be Sydney, Toronto,
Frankfurt, Amsterdam, Milan 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
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.


                                       5
<PAGE>

     Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide appropriate wire transfer instructions to the Trustee and
all such payments will be made by wire transfer of immediately available funds
to an account maintained by the payee with a bank located outside the United
States. The principal hereof and any premium and interest hereon payable at
Maturity will be paid in immediately available funds upon surrender of this Note
at the corporate trust office or agency of the Trustee located in the City and
State of New York.

     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 Bank One Trust Company, N.A. (as
successor in interest to The First National Bank of Chicago), or its successor,
as Trustee.


                                       6
<PAGE>






     IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.

Dated:
                                        CITIGROUP INC.


                                        By
                                        ----------------------------------------
                                        Authorized Officer



                                        Attest
                                        ----------------------------------------
                                        Assistant Secretary



                  CERTIFICATE OF AUTHENTICATION

      This is one of the Notes issued under the within-mentioned Indenture.


Dated:

                                        BANK ONE TRUST COMPANY, N.A., as Trustee




                                        By
                                        ----------------------------------------
                                        Authorized Signatory



                                       7

<PAGE>
                              (REVERSE OF SECURITY)

                                 CITIGROUP INC.
                    MEDIUM-TERM SUBORDINATED NOTE, SERIES E,
                 DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)


General

     This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of April 12, 2001, as amended (the "Indenture"),
between the Company and Bank One Trust Company, N.A. (as successor in interest
to The First National Bank of Chicago), as trustee (the "Trustee," which term
includes any successor Trustee under the Indenture), to which indenture and all
indentures supplemental thereto 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 Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered.
The U.S. dollar equivalent of the public offering price or purchase price of
Notes denominated in currencies other than U.S. dollars will be determined by
the Company or its agent, as exchange rate agent for the Notes (the "Exchange
Rate Agent") on the basis of the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the
applicable issue dates.

     The Notes are in registered form without coupons. Unless otherwise
specified above, the authorized denominations of Notes denominated in U.S.
dollars will be U.S.$1,000 and any larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.

     Each Note will be issued initially as either a Book-Entry Note or, if so
specified above, a Certificated Note. Book-Entry Notes will not be exchangeable
for Certificated Notes and, except as otherwise provided in the Indenture, will
not otherwise be issuable as Certificated Notes.

Floating Rate Notes

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, if this Note is a Floating Rate Note,
this Note will bear interest from its Original Issue Date to, but not including,
the first Interest Reset Date (as defined below) at the Initial Interest Rate
set forth on the face hereof or in the pricing supplement attached hereto or
delivered herewith. Thereafter, the interest rate hereon for each Interest Reset
Period will be determined by reference to the Base Rate specified on the face
hereof or in the

                                       0
<PAGE>
pricing supplement attached hereto or delivered herewith, plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.
The Base Rates that may be specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith are the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Treasury
Rate, Treasury Rate Constant Maturity, the Prime Rate, the J.J. Kenny Rate, the
Eleventh District Cost of Funds Rate, EURIBOR or any other Base Rate specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith.

     "H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication, published by the Board of
Governors of the Federal Reserve System.

     "H.15 Daily Update" means the daily update of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or any
successor site or publication.

     "Calculation Date," where applicable, means the date by which the
Calculation Agent is to calculate the interest rate for Floating Rate Notes
which shall be the earlier of (i) the tenth calendar day after the related Rate
Determination Date, or if any such day is not a business day, the next
succeeding business day or (2) the business day preceding the applicable
Interest Payment Date or the Stated Maturity, as the case may be.

     As specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note may also have either or both of the
following (in each case expressed as a rate per annum on a simple interest
basis): (i) a maximum limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and/or (ii) a
minimum limitation, or floor, on the rate at which interest may accrue during
any interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the interest rate will in no
event be higher than the maximum rate permitted by applicable law, as the same
may be modified by United States law of general application.

     The Company will appoint, and enter into an agreement with, agents (each, a
"Calculation Agent") to calculate interest rates on this Note. All
determinations of interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
hereof. Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, Bank One Trust Company, N.A.
(as successor in interest to The First National Bank of Chicago) shall be the
Calculation Agent for this Note. At the request of the Holder hereof, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date.

     The interest rate hereon will be reset daily, weekly, monthly, quarterly,
semiannually or annually (such period being the "Interest Reset Period"
specified on the face hereof or in




                                       1
<PAGE>
the pricing supplement attached hereto or delivered herewith, and the first day
of each Interest Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Interest Reset Dates will be as follows: (i) if this
Note resets daily, each Business Day; (ii) if this Note (unless this Note is a
Treasury Rate Note) resets weekly, Wednesday of each week; (iii) if this Note is
a Treasury Rate Note that resets weekly, Tuesday of each week (except as
provided below under "Determination of Treasury Rate"); (iv) if this Note resets
monthly, the third Wednesday of each month (with the exception of monthly reset
Eleventh District Cost of Funds Rate Notes, which reset on the first calendar
day of each month); (v) if this Note resets quarterly, the third Wednesday of
March, June, September and December of each year; (vi) if this Note resets
semiannually, the third Wednesday of the two months of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith; (vii) and if this Note resets annually, the third Wednesday of the
month of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. If an Interest Reset Date would otherwise
be a day that is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that, if the Base Rate specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith is LIBOR or EURIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall instead be the immediately
preceding Business Day. If an auction of direct obligations of United States
Treasury Bills falls on a day that is an Interest Reset Date for Treasury Rate
Notes, the Interest Reset Date shall be the succeeding Business Day.

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the interest payable hereon on each
Interest Payment Date shall be the interest accrued from and including the
Original Issue Date or the last date to which interest has been paid, as the
case may be, to but excluding such Interest Payment Date, provided, however,
that if the interest rate is reset daily or weekly, the interest payable hereon
shall be the interest accrued from and including the Original Issue Date or the
last date to which interest has been accrued and paid, as the case may be, to
but excluding the Record Date immediately preceding such Interest Payment Date,
except that, at Maturity, the interest payable will include interest accrued to,
but excluding, the date of Maturity.

     If more than one Interest Reset Date occurs during any period for which
accrued interest is being calculated, accrued interest shall be calculated by
multiplying the principal amount hereof (or if this Note is an Indexed Principal
Note, the Face Amount specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith) by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor (expressed as a decimal calculated to seven
decimal places without rounding) for each such day will be computed, unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, by dividing the interest rate in effect on such
day by 360 if the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Prime
Rate, the J.J. Kenny Rate, the Eleventh District




                                       2
<PAGE>
Cost of Funds Rate, EURIBOR or by the actual number of days in the year, if the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is the Treasury Rate or Treasury Rate Constant
Maturity. For purposes of making the foregoing calculations, the interest rate
in effect on any Interest Reset Date will be the applicable rate as reset on
such date. In all other cases, accrued interest shall be calculated by
multiplying the principal amount hereof (or if this Note is an Indexed Principal
Note, the Face Amount specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith) by the interest rate in effect during the
period for which accrued interest is being calculated, and multiplying that
product by the quotient obtained by dividing the number of days in the period
for which accrued interest is being calculated by 360 if the Base Rate specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith is the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR Telerate, LIBOR Reuters, the Prime Rate, the J.J. Kenny Rate, the Eleventh
District Cost of Funds Rate, EURIBOR or by the actual number of days in the
year, if the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the Treasury Rate or Treasury Rate
Constant Maturity.

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, all percentages resulting from any
calculation of the rate of interest hereof will be rounded, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, interest will be payable as follows: (i)
if this Note resets daily, weekly or monthly (other than Eleventh District Cost
of Funds Rate Notes), interest will be payable on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year, as specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith or (ii) in the case of Eleventh District Cost of
Funds Rate Notes, interest will be payable on the first calendar day of each
March, June, September and December; (iii) if this Note resets quarterly,
interest will be payable on the third Wednesday of March, June, September and
December of each year; (iv) if this Note resets semiannually, interest will be
payable on the third Wednesday of each of two months of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith; and (v) if this Note resets annually, interest will be payable on the
third Wednesday of the month of each year specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in each case at
Maturity (each such day being an "Interest Payment Date"). If an Interest
Payment Date would otherwise fall on a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is LIBOR or EURIBOR and such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall instead be the immediately preceding Business Day, provided, however,
if with respect to any Note for which "Accrue to Pay" is not specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
if an Interest Payment Date



                                       3
<PAGE>

with respect to such Note would otherwise be a day that is not a Business Day,
such Interest Payment Date shall not be postponed; provided, further, that any
payment required to be made in respect of a Note that does not Accrue to Pay on
a date (including the day of Stated Maturity) that is not a Business Day for
such Note need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment.

     Upon the request of the holder of this Floating Rate Note, the Calculation
Agent for the Note will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Note.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date the rate of interest shall be the rate determined in
accordance with the provisions of the applicable heading below.

Determination of CD Rate

     If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the CD Rate, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any, specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith. The "CD Rate" for each Interest Reset Period shall be the rate as of
the second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "CD Rate Determination Date") for negotiable certificates of deposit
having the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as published in H.15(519) under
the heading "CDs (Secondary Market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above. If the above rate is not published prior to 3:00
P.M., New York City time, on the Calculation Date pertaining to the CD Rate
Determination Date, then the "CD Rate" for such Interest Reset Period will be
the rate on the CD Rate Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as published in the H.15 Daily
Update. If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or in the H.15 Daily Update, then the
"CD Rate" for such Interest Reset Period will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 a.m., New York City time, on the CD Rate Determination Date of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity on the face hereof or in the pricing
supplement attached hereto or delivered herewith in a denomination of
$5,000,000, provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period


                                       4
<PAGE>
will be the same as the CD Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the Initial Interest
Rate).

     CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.

Determination of Commercial Paper Rate

     If the Base Rate shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the Commercial Paper Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. The "Commercial Paper Rate" for each
Interest Reset Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "Commercial Paper Rate Determination Date") and shall be the Money
Market Yield (as defined below) on such Commercial Paper Rate Determination Date
of the rate for commercial paper having the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, as
such rate shall be published in H.15(519) under the heading "Commercial Paper -
Nonfinancial."

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on the
Commercial Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published in the H.15 Daily Update under the heading
"Commercial Paper - Nonfinancial." If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset
Period shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on the Commercial Paper Rate
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith placed for an industrial issuer whose bonds are
rated "AA" or the equivalent by a nationally recognized rating agency, provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" for such Interest Reset Period will be the same as the Commercial Paper
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Commercial Paper Rate will be the Initial
Interest Rate).

     "Money Market Yield" shall be a yield calculated in accordance with the
following formula:

                                      D x 360
            Money Market Yield =------------------X 100
                                   360 - (D x M)


                                       5
<PAGE>

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith.

Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the Federal Funds Rate, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to the Federal Funds Rate and Spread or Spread Multiplier, if
any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. The "Federal Funds Rate" for each Interest Reset Period
shall be the effective rate on the second business day prior to the Interest
Reset Date for such Interest Reset Period (a "Federal Funds Rate Determination
Date") for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)."

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above. In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
the Federal Funds Rate Determination Date, the "Federal Funds Rate" for such
Interest Reset Period shall be the rate on the Federal Funds Rate Determination
Date as published in the H.15 Daily Update under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on such Calculation
Date, such rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the "Federal Funds Rate" for such Interest Reset Period shall be
the rate on the Federal Funds Rate Determination Date made publicly available by
the Federal Reserve Bank of New York which is equivalent to the rate which
appears in H.15(519) under the heading "Federal Funds (Effective)," provided,
however, that if such rate is not made publicly available by the Federal Reserve
Bank of New York by 3:00 P.M., New York City time, on such Calculation Date, the
"Federal Funds Rate" for such Interest Reset Period will be the same as the
Federal Funds Rate in effect for the immediately preceding Interest Reset Period
(or, if there is no such Interest Reset Period, the Federal Funds Rate will be
the Initial Interest Rate). If this Note resets daily, the interest rate on this
Note for the period from and including a Monday to but excluding the succeeding
Monday will be reset by the Calculation Agent on such second Monday (or, if not
a Business Day, on the next succeeding Business Day) to a rate equal to the
average of the Federal Funds Rates in effect with respect to each such day in
such week.

Determination of LIBOR

     If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is LIBOR Telerate or LIBOR Reuters, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to LIBOR and the Spread or Spread Multiplier, if any,
specified on the face hereof or in the pricing supplement attached





                                       6
<PAGE>

hereto or delivered herewith. "LIBOR" for each Interest Reset Period will be
determined by the Calculation Agent as follows.

     On the second London Banking Day prior to the Interest Reset Date for such
Interest Reset Period (a "LIBOR Determination Date"), the Calculation Agent for
such LIBOR Note will determine the offered rates for deposits in the Specified
Currency for the period of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, which appear on the Designated LIBOR Page at approximately
11:00 a.m., London time, on such LIBOR Determination Date. "Designated LIBOR
Page" means either (a) if "LIBOR Telerate" is designated on the face hereof or
in the pricing supplement attached hereto or delivered herewith, the display
designated as page "3750" on the Bridge Telerate Service (or such other page as
may replace page "3750" on such service or such other service as may be
nominated by the British Bankers' Association for the purpose of displaying the
London interbank offered rates of major banks), and LIBOR for such Interest
Reset Period will be the relevant offered rate as determined by the Calculation
Agent; or (b) if "LIBOR Reuters" is designated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, "Designated LIBOR
Page" means the arithmetic mean determined by the Calculation Agent of the two
or more offered rates on the display designated as page "LIBO" on the Reuters
Monitor Money Rates Service (or such other page as may replace the LIBO page on
such service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates of
major banks). If neither LIBOR Reuters nor LIBOR Telerate is specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
LIBOR will be determined as if LIBOR Telerate had been specified.

     If LIBOR cannot be determined as described above (either because the
Designated LIBOR Page is no longer available or because fewer than two offered
rates appear on the Designated LIBOR Page on the LIBOR Determination Date), the
Calculation Agent will determine "LIBOR" as follows. The Calculation Agent will
request the principal London offices of each of four major banks in the London
interbank market selected by the Calculation Agent to provide the Calculation
Agent with its offered quotations for deposits in the Specified Currency for the
period of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, commencing on such Interest
Reset Date, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on the LIBOR Determination Date and such offered quotations
will be in a principal amount equal to an amount of at least $1,000,000 or its
approximate equivalent thereof in the Specified Currency that is representative
of a single transaction in such market at such time. If two or more such
quotations are provided, "LIBOR" for such Interest Reset Period will be the
arithmetic mean of such quotations. If less than two such quotations are
provided,"LIBOR" for such Interest Reset Period will be the arithmetic mean of
rates quoted by three major banks in The City of New York selected by the
Calculation Agent for such LIBOR Note at approximately 11:00 a.m., New York City
time, on the LIBOR Determination Date for loans in the Specified Currency to
leading European banks for the period of the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, and



                                       7
<PAGE>

in a principal amount equal to an amount of at least $1,000,000 or the
approximate equivalent thereof in the Specified Currency that is representative
of a single transaction in such market at such time, provided, however, that if
fewer than three banks selected as aforesaid by the Calculation Agent are
quoting rates as mentioned in this sentence, "LIBOR" for such Interest Reset
Period will be the same as LIBOR for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the LIBOR Rate will be
the Initial Interest Rate).

Determination of Treasury Rate

     If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the Treasury Rate, or Treasury Rate
Constant Maturity, this Note will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the Treasury Rate and the
Spread or Spread Multiplier, if any, specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Unless "Treasury Rate
Constant Maturity" is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the "Treasury Rate" for each Interest
Reset Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury Securities") that have the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, as such rate appears on either Telerate Page 56 or
Telerate Page 57 under the heading "AVGE INVEST YIELD." The following procedures
will be followed if the Treasury Rate cannot be determined as described above.
If not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Treasury Rate Determination Date, the "Treasury Rate" for such
Interest Reset Period will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on the Treasury Rate Determination Date as otherwise announced
by the United States Department of the Treasury. In the event that the results
of the auction of Treasury Securities having the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
are not published or reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held on the Treasury
Rate Determination Date, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
the Treasury Rate Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence, then
the "Treasury Rate" for such Interest Reset Period will be the same as the
Treasury Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the Initial Interest Rate).

     The "Treasury Rate Determination Date" for each Interest Reset Period will
be the day of the week in which the Interest Reset Date for such Interest Reset
Period falls on which




                                       8
<PAGE>
Treasury Securities would normally be auctioned. Treasury Securities are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Rate Determination Date pertaining to the Interest Reset
Period commencing in the next succeeding week. If an auction date shall fall on
any day that would otherwise be an Interest Reset Date for a Treasury Rate Note,
then such Interest Reset Date shall instead be the Business Day immediately
following such auction date.

     If "Treasury Rate Constant Maturity" is specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, the "Treasury
Rate" for each Interest Reset Period will be the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (1) if
the Designated CMT Telerate Page is 7051, the rate on such Constant Maturity
Treasury Rate Determination Date and (2) if the Designated CMT Telerate Page is
7052, the weekly or monthly average, as specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, for the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate Determination
Date occurs.

     The following procedures will be followed if such rate does not appear on
such Designated CMT Telerate Page. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the Treasury Rate for the Constant Maturity
Treasury Rate Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Treasury Rate for the Constant
Maturity Treasury Rate Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index, or other United States
Treasury Rate for the Designated CMT Maturity Index, for the Constant Maturity
Treasury Rate Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the Treasury Rate on the Constant Maturity Treasury Rate Determination Date
will be calculated by the Calculation Agent. Such Treasury Rate will be a yield
to maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the Constant
Maturity Treasury Rate Determination Date reported, according to their written
records, by three leading U.S. government securities dealers in The City of New
York selected by the Calculation Agent, one of which may be the Agent, from five
such dealers selected by the Calculation Agent and eliminating the highest
quotation, or in the event of equality, one of the highest, and the lowest
quotation, or, in the event of equality, one of the lowest, for the most
recently issued direct noncallable fixed rate



                                       9
<PAGE>

obligations of the United States ("Treasury Notes"), with an original maturity
of approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year.

     If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the Treasury Rate on the Constant Maturity Treasury Rate
Determination Date will be calculated by the Calculation Agent as follows. Such
Treasury Rate will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M. New York City
time, on the Constant Maturity Treasury Rate Determination Date of three leading
U.S. government securities dealers in the City of New York, one of which may be
the Agent, from five such dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of the
lowest, for Treasury Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in an amount that
is representative for a single transaction in that market at that time.

     If three or four, and not five, of such dealers are quoting as described
above, then the Treasury Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated. However, if fewer than three dealers so selected by the Calculation
Agent are quoting as mentioned above, the Treasury Rate determined as of the
Constant Maturity Treasury Rate Determination Date will be the Treasury Rate in
effect on the Constant Maturity Treasury Rate Determination Date. If two
Treasury Notes with an original maturity as described in the third preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain quotations for the Treasury
Note with the shorter remaining term to maturity and will use such quotations to
calculate the Treasury Rate as set forth above.

     "Designated CMT Telerate Page" means the display on the Bridge Telerate
Service, or any successor service on the page specified in the applicable
pricing supplement, or any other page as may replace such page on that service,
or any successor service, for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable pricing supplement, the Designated CMT Telerate Page shall be 7052,
for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, either one, two, three, five, seven, ten, twenty
or thirty years, specified in the applicable pricing supplement with respect to
which the Treasury Rate will be calculated. If no such maturity is specified in
the applicable pricing supplement, the Designated CMT Maturity Index shall be
two years.

     "The Constant Maturity Treasury Rate Determination Date" shall be the
second Business Day prior to the Interest Reset Date for the applicable Interest
Reset Period.



                                       10
<PAGE>

Determination of Prime Rate

     Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any)
specified in the Prime Rate Notes and in the applicable pricing supplement.

     Unless otherwise indicated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the "Prime Rate" for each Interest Reset
Period will be determined by the Calculation Agent for such Prime Rate Note as
of the second Business Day prior to the Interest Reset Date for such Interest
Reset Period (a "Prime Rate Determination Date") and shall be the rate made
available and subsequently published on such date in H.15(519) under the heading
"Bank Prime Loan." The following procedures will be followed if the Prime Rate
cannot be determined as described above. If the above rate is not published
prior to 9:00 A.M., New York City time, on the related Calculation Date, then
the Prime Rate will be the rate on the Prime Rate Determination Date as
published in the H.15 Daily Update under the heading "Bank Prime Loan." In the
event that such rate has not been published prior to 3:00 P.M., New York City
time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, the
Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank's
prime rate or base lending rate as in effect for the Prime Rate Determination
Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page
for the Prime Rate Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on the Prime Rate Determination Date
by four major banks in The City of New York selected by the Calculation Agent.
If all four of the banks selected by the Calculation Agent do not provide such
quotations, the Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the four prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the Prime Rate Determination Date as furnished in The City of New York by the
banks selected by the Calculation Agent that have provided such quotations and
by a reasonable number of substitute banks or trust companies. Each such
substitute bank or trust company selected by the Calculation Agent to provide
such rate or rates must (1) be organized and doing business under the laws of
the United States, or any State of the United States, (2) have total equity
capital of at least $500,000,000 and (3) be subject to supervision or
examination by Federal or State authority. However, if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
the previous sentence, the Prime Rate will be the Prime Rate in effect on the
Prime Rate Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United States banks).

Determination of J.J. Kenny Rate



                                       11
<PAGE>

     J.J. Kenny Rate Notes will bear interest at the interest rates (calculated
by reference to the J.J. Kenny Rate and the Spread and/or Spread Multiplier, if
any) specified in the J.J. Kenny Rate Notes and in the applicable pricing
supplement.

     Unless otherwise indicated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the "J.J. Kenny Rate" for each Interest
Reset Period will be determined by the Calculation Agent for such J.J. Kenny
Rate Note as of the second Business Day prior to the Interest Reset Date for
such Interest Reset Period (a "J.J. Kenny Rate Determination Date") and shall be
the per annum rate on such date equal to the index made available and
subsequently published by Kenny Information Systems or its successor, based upon
30-day yield evaluations at par of bonds, the interest on which is excludable
from gross income for federal income tax purposes under the Internal Revenue
Code of 1986, as amended (the "Code"), of not less than five "high grade"
component issuers selected from time to time by Kenny Information Systems,
including without limitation, issuers of general obligation bonds; provided,
however, that the bonds on which the index is based shall not include any bonds
the interest on which is subject to an "alternate minimum tax" or similar tax
under the Code, unless all tax-exempt bonds are subject to such tax.

     The following procedure will be followed if the J.J. Kenny Rate cannot be
determined as described above. If such rate is not made available by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to the J.J. Kenny Rate
Determination Date, the J.J. Kenny Rate shall be the rate quoted by a successor
indexing agent selected by the Company equaling the prevailing rate for bonds
rated in the highest short-term rating category by Moody's Investors Service,
Inc. and Standard & Poor's Corporation in respect of issuers selected by such
successor indexing agent most closely resembling the "high grade" component
issuers selected by Kenny Information Systems that are subject to tender by the
holders thereof for purchase on not more than seven days' notice and the
interest on which is (A) variable on a weekly basis, (B) excludable from gross
income for federal income tax purposes under the Code, and (C) not subject to an
"alternate minimum tax" or similar tax under the Code, unless all tax-exempt
bonds are subject to such tax; provided, however, that if a successor indexing
agent is not available, the J.J. Kenny Rate with respect to the J.J. Kenny Rate
Determination Date will be the J.J. Kenny Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the J.J.
Kenny Rate will be the Initial Interest Rate).

Determination of Eleventh District Cost of Funds Rate

     Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh
District Cost of Funds Rate Notes and in the applicable pricing supplement.

     Unless otherwise indicated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the "Eleventh District Cost of Funds
Rate," for each Interest Reset Period will be determined by the Calculation
Agent for such Eleventh District Cost




                                       12
<PAGE>
of Funds Rate Note as of the last working day of the month immediately prior to
such Interest Reset Date for such Interest Reset Period on which the Federal
Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the
Eleventh District Cost of Funds Index (as defined below) (the "Eleventh District
Cost of Funds Rate Determination Date"), and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Determination Date as set forth under the
caption "Eleventh District" on the Telerate Page 7058 as of 11:00 A.M., San
Francisco time, on such Eleventh District Cost of Funds Rate Determination Date.

     The following procedures will be followed if the Eleventh District Cost of
Funds Rate cannot be determined as described above. If such rate does not appear
on Telerate Page 7058 on any related Eleventh District Cost of Funds Rate
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the "Eleventh District Cost
of Funds Rate Index") by the FHLB of San Francisco as such cost of funds for the
calendar month preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month next preceding such
Eleventh District Cost of Funds Rate Determination Date, then the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of Funds Rate
Determination Date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Determination Date.

Determination of EURIBOR

     If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is EURIBOR, this Note will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
EURIBOR and the Spread or Spread Multiplier, if any, specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith.
"EURIBOR" for each Interest Reset Period will be determined by the Calculation
Agent as follows.

     On the second TARGET Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "EURIBOR Determination Date"), the Calculation Agent
for such EURIBOR Note will determine the offered rates for deposits in Euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
period of the index maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, commencing on such Interest
Reset Date, which appears on the Designated EURIBOR Page as of 11:00 a.m.,
Brussels time, on such EURIBOR Determination Date. "Designated EURIBOR Page"
means the display designated as page "248" on the Bridge Telerate Service (or
any successor service or such other page as may replace page "248" on such
service), and EURIBOR for such Interest Reset Period will be the relevant
offered rate as determined by the Calculation Agent.


                                       13
<PAGE>

     If EURIBOR cannot be determined as described above (either because the
Designated EURIBOR Page is no longer available or because fewer than two offered
rates appear on the Designated EURIBOR Page on the EURIBOR Determination Date),
the Calculation Agent will determine "EURIBOR" as follows. The Calculation Agent
will request the principal Euro-zone (as defined below) office of each of four
major banks in the Euro-zone interbank market selected by the Calculation Agent
to provide the Calculation Agent with their respective offered quotations for
deposits in Euros for the period of the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, to prime banks in the Euro-zone
interbank market at approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date and such offered quotations will be in a principal amount
equal to an amount of at least $1,000,000 or its approximate equivalent thereof
in Euros that is representative of a single transaction in such market at such
time. If two or more such quotations are provided, "EURIBOR" for such Interest
Reset Period will be the arithmetic mean of such quotations. If less than two
such quotations are provided, "EURIBOR" for such Interest Reset Period will be
the arithmetic mean of rates quoted by four major banks in the Euro-zone
selected by the Calculation Agent for such EURIBOR Note at approximately 11:00
a.m., Brussels time, on the EURIBOR Determination Date for loans in Euros to
leading European banks for the period of the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, and in a principal amount equal to an
amount of at least $1,000,000 or the approximate equivalent thereof in Euros
that is representative of a single transaction in such market at such time,
provided, however, that if the banks so selected as aforesaid by the Calculation
Agent are not quoting rates as mentioned in this sentence, "EURIBOR" for such
Interest Reset Period will be the same as EURIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
EURIBOR Rate will be the Initial Interest Rate).

     "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.

Inverse Floating Rate Notes

     If this Note is designated as an Inverse Floating Rate Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
interest rate on such Inverse Floating Rate shall be equal to (i) in the case of
the period, if any, commencing on the Issue Date (or such other date which may
be specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith as the date on which this Note shall begin to accrue
interest), up to the first Interest Reset Date, the Initial Fixed Interest Rate
shown above, and (ii) in the case of each period commencing on an Interest Reset
Date, the Reset Fixed Reference Rate shown above minus the interest rate
determined by reference to the Base Rate shown above, as adjusted by the Spread
or Spread Multiplier, if any, as determined in accordance with the provisions
hereof, provided, however, that on any Inverse Floating Rate Note (x) the
interest rate thereon will not be less than zero and (y) the interest rate in
effect for the ten days immediately prior to the date of Maturity will be the
rate in effect on the tenth day preceding such date.



                                       14
<PAGE>

Floating Rate/Fixed Rate Notes

     If this Note is designated as a Floating Rate/Fixed Rate Note, this Note
will be a Floating Rate note for a specified portion of its term and a Fixed
Rate Note for the remainder of its term, in which event the interest rate on
this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period, all as
described herein and in the applicable pricing supplement.

Subsequent Interest Periods

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Spread or Spread Multiplier on this Note may
be reset by the Company on the date or dates specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith (each an "Optional
Reset Date"). Not later than 40 days prior to each Optional Reset Date, the
Trustee will mail to the Holder of this Note a notice (the "Reset Notice"),
first class, postage prepaid, indicating whether the Company has elected to
reset the Spread or Spread Multiplier, and if so, (i) such new Spread or Spread
Multiplier and (ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date, or, if there is
no such next Optional Reset Date, to the Stated Maturity of this Note (each such
period, a "Subsequent Interest Period"), including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Subsequent Interest Period. Upon the transmittal
by the Trustee of a Reset Notice to the holder of a Note, such new interest rate
shall take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Company may, at its option, revoke the
Spread or Spread Multiplier provided for in the Reset Notice and establish a
higher Spread or Spread Multiplier for the Subsequent Interest Period by causing
the Trustee to mail notice of such higher Spread or Spread Multiplier to the
Holder of this Note. Such notice shall be irrevocable. All Notes with respect to
which the Spread or Spread Multiplier is reset on an Optional Reset Date will
bear such higher Spread or Spread Multiplier whether or not tendered for
repayment.

     The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.

Indexed Notes



                                       15
<PAGE>

     If this Note is an Indexed Note, then certain or all interest payments, in
the case of an Indexed Rate Note, and/or the principal amount payable at Stated
Maturity or earlier redemption or retirement, in the case of an Indexed
Principal Note, is determined by reference to the amount designated on the face
hereof or in the pricing supplement attached hereto or delivered herewith as the
Face Amount of this Note and by reference to the Index as described on the face
hereof or in the pricing supplement attached hereto or delivered herewith. If
this Note is a Floating Rate Note or Indexed Rate Note that is also an Indexed
Principal Note, the amount of any interest payment will be determined by
reference to the Face Amount described on the face hereof or in the pricing
supplement attached hereto or delivered herewith unless otherwise specified. If
this Note is an Indexed Principal Note, the principal amount payable at Stated
Maturity or any earlier redemption or repayment of this Note may be different
from the Face Amount.

     If a third party is appointed to calculate or announce the Index for a
particular Indexed Note and this third party either suspends the calculation or
announcement of such Index or changes the basis upon which such Index is
calculated, in a manner that is inconsistent with the applicable pricing
supplement, then the Company will select another third party to calculate or
announce the Index. The agent or another affiliate of the Company may be either
the original or successor third party selected by the Company.

     If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of such Indexed Note will be calculated in the manner set forth in the
applicable pricing supplement. Any determination by the selected third party
will be binding on all parties, except in the case of an obvious error.

Specified Currency

     If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.


                                       16
<PAGE>


Payments in Currencies Other than the Specified Currency

     Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the most recently
available Market Exchange Rate for such currency or as otherwise indicated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. Any payment made under such circumstances in U.S. dollars will not
constitute a Default under the Indenture.

     In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.

     Certain of the foreign currencies in which debt securities may be
denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Stage III
includes the introduction of the "Euro," which, along with the present national
currency of each participating member state, is legal tender in the
participating member states.

Dual Currency Notes

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Dual Currency Note, the Company may
have a one time option,



                                       17
<PAGE>

exercisable on one or more dates (each an "Option Election Date") in whole, but
not in part, with respect to all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), of thereafter making all payments of
principal, premium, if any, and interest (which payments would otherwise be made
in the Specified Currency of such Notes) in an optional currency (the "Optional
Payment Currency"). Such option will be exercisable in whole but not in part on
an "Option Election Date," which will be any one of the dates specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.

     If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

Renewable Notes

     If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Renewable Note, this Note will mature
on an Interest Payment Date occurring in or prior to the twelfth month following
the Original Issue Date of this Note (the "Initial Maturity Date") unless the
term of all or any portion of this Note is renewed in accordance with the
following procedures.

     On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").


                                       18
<PAGE>

     The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date, unless another period is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Such
election will be irrevocable and will be binding upon each subsequent Holder of
this Note. An election to renew the term of this Note may be exercised with
respect to less than the entire principal amount of this Note only if so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith and then only in such principal amount, or any integral
multiple in excess of such amount, as is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof or in the pricing supplement attached
hereto or delivered herewith.

     If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.

Extension of Maturity

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Maturity of this Note may be extended at the
option of the Company for one or more periods of whole years specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
(each an "Extension Period") from one to five whole years, up to but not beyond,
the date (the "Final Maturity") set forth on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The Company may exercise such
option by notifying the Trustee of this Note at least 45 but not more than 60
days prior to the old Stated Maturity of this Note. If the Company exercises
such option, the Trustee will mail to the Holder of this Note not later than 40
days prior to the old Stated Maturity a notice (the "Extension Notice") first
class, postage prepaid indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the Spread or Spread
Multiplier applicable to the Extension Period and (iv) the provisions, if any,
for redemption during such Extension Period including the date or dates on
which, or the period or periods during which and the price or prices at which
such redemption may occur during the extension period. Upon the Trustee's
mailing of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and,





                                       19
<PAGE>
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to
the old Stated Maturity of this Note, the Company may, at its option, revoke the
Spread or Spread Multiplier provided for in the Extension Notice and establish a
higher Spread or Spread Multiplier for the Extension Period by causing the
Trustee to mail notice of such higher Spread or Spread Multiplier, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Spread or Spread Multiplier for the extension period, whether or not
tendered for repayment.

     If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the such old Stated Maturity, and except that if
the Holder has tendered this Note for repayment pursuant to an Extension Notice,
the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day before the old Stated
Maturity.

Optional Redemption, Repayment and Repurchase

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Company may, at its option, redeem this Note
in whole or in part, on the date or dates (each an "Optional Redemption Date")
specified herein, at the price (the "Redemption Price") (together with interest
accrued to such Optional Redemption Date) specified herein. Unless otherwise
stated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Trustee shall mail to the Holder a notice of such
redemption first class, postage prepaid at least 30 days prior to the date of
redemption. Unless otherwise stated herein, the Company may exercise such option
with respect to a redemption of this Note in part only by notifying the Trustee
for this Note at least 45 days prior to any Optional Redemption Date. In the
event of redemption of this Note in part only, a new Note or Notes for the
unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof.

     If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note will be repayable prior to Maturity at
the option of the Holder on the Optional Repayment Dates shown on the face
hereof or in the pricing supplement attached hereto or delivered herewith at the
Optional Repayment Prices shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith, together with interest accrued to the
date of repayment. In order for this Note to be repaid, the Trustee must receive
at least 30 but not more than 45 days prior to an Optional Repayment Date (i)
this Note with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Associa-


                                       20
<PAGE>

tion of Securities Dealers, Inc. or a commercial bank or trust company in the
United States of America setting forth the name of the Holder of this Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised hereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the guarantee procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised by
the Holder of this Note for less than the entire principal amount of the Note,
provided, that, the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.

     Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will not be subject to any
sinking fund.

     Notwithstanding anything herein to the contrary, if this Note is an OID
Note (other than an Indexed Note), the amount payable in the event of redemption
or repayment prior to the Stated Maturity hereof (other than pursuant to an
optional redemption by the Company at a stated Redemption Price) shall be the
Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.

     The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.

Other Terms


                                       21
<PAGE>


     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Person surrendering
the same.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City and State of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     If an Event of Default with respect to the Debt Securities of this series
shall have occurred and be continuing, the principal of all the Debt Securities
of this series may be declared due and payable in this manner and with the
effect provided in the Indenture.

     In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the Holder of this Note.

     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 the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture


                                       22
<PAGE>

and their consequences. Any such consent or waiver by the Holder of this Debt
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.

     Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note 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, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.

     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 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.


                  (Remainder of Page Intentionally Left Blank)




                                       23
<PAGE>
                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

<TABLE>
<S>         <C>                               <C>                               <C>
TEN COM     -as tenants in common             UNIF GIFT MIN ACT                              Custodian
                                                                                -------------------------------------
TEN ENT     -as tenants by the entireties                                       (Cust)                        (Minor)
JT ENT      -as joint tenants with right of                                     Under Uniform Gifts to Minors Act
                                                                                -------------------------------------
            survivorship and not as tenants in
            common                                                                            (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list



                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay $       principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

     For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 1 North State Street, 9th Floor, Attention: Global Corporate
Trust Services, Chicago, Illinois 60602.

<TABLE>
<S>                                                  <C>
Dated:
                                                     -------------------------------------------------------------
                                                     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.
</TABLE>

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

         Please Insert Social Security or Other
           Identifying Number of Assignee

         --------------------------------------

         --------------------------------------



--------------------------------------------------------------------------------
      Please Print or Type Name and Address Including Zip Code of Assignee


--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

                                                                        attorney
----------------------------------------------------------------------
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.

<TABLE>
<S>                                       <C>
Dated:
      ------------------------------      -----------------------------------------------------------------------
                                          Signature

                                          NOTICE:  The signature to this assignment must correspond with the name
                                          as it appears upon the face of the Note in every particular, without
                                          alteration of enlargement or any change whatsoever
</TABLE>