This
      Note
      is a Global Security within the meaning of the Indenture hereinafter referred
      to
      and is registered in the name of the Depository named below or a nominee of
      the
      Depository. This Note is not exchangeable for Notes registered in the name
      of a
      Person other than the Depository or its nominee except in the limited
      circumstances described herein and in the Indenture, and no transfer of this
      Note (other than a transfer of this Note as a whole by the Depository to a
      nominee of the Depository or by a nominee of the Depository to the Depository
      or
      another nominee of the Depository) may be registered except in the limited
      circumstances described herein.

    


    Unless
      this certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation (the "Depository"), to the Company or
      its
      agent for registration of transfer, exchange, or payment, and any certificate
      issued is registered in the name of Cede & Co. or in such other name as is
      requested by an authorized representative of the Depository (and any payment
      is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
      FOR
      VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
      owner hereof, Cede & Co., has an interest herein.

    


    CITIGROUP
      INC.

    Floating
      Rate Notes due March 16, 2012

     

    
      	REGISTERED 	
              REGISTERED 

            
	 	
              CUSIP:
                172967 CV 1 

            
	 	
              ISIN:
                US172967CV17 

            
	 	
              Common
                Code: 021516902 

            
	 	 
	No. R-________ 	
              $_____________ 

            


    

      

    CITIGROUP
      INC., a Delaware corporation (the "Company", which term includes any successor
      Person under the Indenture), for value received, hereby promises to pay to
      Cede
& Co., or registered assigns, the principal sum of $_____________ on March
      16, 2012 and to pay interest thereon from and including March 16, 2007 or from
      the most recent Interest Payment Date to which interest has been paid or duly
      provided for, quarterly, on March 16, June 16, September 16 and December 16
      of
      each year, commencing June 16, 2007, at the rate per annum for each Interest
      Period of three-month LIBOR, determined as provided herein, plus 0.125% until
      the principal hereof is paid or made available for payment. The interest so
      payable, and punctually paid or duly provided for, on any Interest Payment
      Date
      will, as provided in the Indenture, be paid to the Person in whose name this
      Note is registered at the close of business on the Record Date for such
      interest, which shall be the Business Day immediately preceding such Interest
      Payment Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Any
      such
      interest not so punctually paid or duly provided for will forthwith cease to
      be
      payable to the holder on such Record Date and may either be paid to the Person
      in whose name this Note is registered at the close of business on a subsequent
      Record Date, such subsequent Record Date to be not less than five days prior
      to
      the date of payment of such defaulted interest, notice whereof shall be given
      to
      holders of Notes of this series not less than 15 days prior to such subsequent
      Record Date, or be paid at any time in any other lawful manner not inconsistent
      with the requirements of any securities exchange on which the Notes of this
      series may be listed, and upon such notice as may be required by such exchange,
      all as more fully provided in the Indenture.

    


    Interest
      hereon will be calculated on the basis of the actual number of days elapsed
      in
      an Interest Period and a 360-day year. Dollar amounts resulting from such
      calculation will be rounded to the nearest cent, with one-half cent being
      rounded upward. An "Interest Period" shall be the period from and including
      an
      Interest Payment Date (or from March 16, 2007 in the case of the first Interest
      Payment Date) to and including the day immediately preceding the next Interest
      Payment Date.

    


    If
      an
      Interest Payment Date falls on a day that is not a Business Day, such Interest
      Payment Date will be the next succeeding Business Day. If the Maturity of the
      Notes falls on a day that is not a Business Day, the payment due on Maturity
      will be postponed to the next succeeding Business Day, and no further interest
      will accrue in respect of such postponement. If a date for payment of interest
      or principal on the Notes falls on a day that is not a business day in the
      place
      of payment, such payment will be made on the next succeeding business day in
      such place of payment as if made on the date the payment was due. No interest
      will accrue on any amounts payable for the period from and after the due date
      for payment of such principal or interest. 

    


    For
      these
      purposes, “Business Day” means any day which is a day on which commercial banks
      settle payments and are open for general business in The City of New York and
      London.

    


    Payment
      of the principal of and interest on this Note will be made at the office or
      agency of the Trustee maintained for that purpose in The City of New
      York.

    


    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee or
      by
      an authenticating agent on behalf of the Trustee by manual signature, this
      Note
      shall not be entitled to any benefit under the Indenture or be valid or
      obligatory for any purpose.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


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

    


    Dated:
      March 16, 2007

     

    
      	 	 	 
	 	CITIGROUP
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Title: Controller and Chief
              Accounting
              Officer 


    

     

     

    
      	ATTEST: 	 	 
	 	 	 	 
	By: 	 	 	 
	Title: Assistant
              Secretary 	 	 


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


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

    


    Dated:
      March 16, 2007

     

    
      	 	 	 
	 	THE BANK OF NEW YORK,
	 	as Trustee 
	 
 	 
 	 
 
	 	By:  	 
	 	Name:
	 	Title 


    

     

    
      	 	 	 
	 	-or-
	 	 
	 	CITIBANK, N.A., 
	 	as Authenticating Agent 
	 
 	 
 	 
 
	 	By:  	 
	 	Name:
	 	Title 


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    This
      Note
      is one of a duly authorized issue of Securities of the Company (the "Notes"),
      issued and to be issued in one or more series under the Indenture, dated as
      of
      March 15, 1987 (as amended and supplemented to date, 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 Notes and of the terms upon
      which the Notes are, and are to be, authenticated and delivered. This Note
      is
      one of the series designated on the face hereof, initially issued in the
      aggregate principal amount of $750,000,000 and increased to
      $1,750,000,000.

    


    This
      Note
      will bear interest for each Interest Period at a rate determined by Citibank,
      N.A., acting as Calculation Agent. The interest rate on this Note for a
      particular Interest Period will be a per annum rate equal to three-month LIBOR
      as determined on the related Interest Determination Date, plus 0.125%. The
      Interest Determination Date for an Interest Period will be the second London
      business day preceding such Interest Period. The Interest Determination Date
      for
      the first Interest Period was March 14, 2007. Promptly upon determination,
      the
      Calculation Agent will inform the Trustee and the Company of the interest rate
      for the next Interest Period. Absent manifest error, the determination of the
      interest rate by the Calculation Agent shall be binding and conclusive on the
      holders of Notes, the Trustee and the Company.

    


    A
      London
      business day is a day on which dealings in deposits in U.S. dollars are
      transacted in the London interbank market.

    


    On
      any
      Interest Determination Date, LIBOR will be equal to the offered rate for
      deposits in U.S. dollars having an index maturity of six months for the next
      Interest Period, in amounts of at least $1,000,000, as such rate appears on
      Telerate Page 3750 at approximately 11:00 a.m., London time, on such Interest
      Determination Date. If the Telerate Page 3750 is replaced by another service
      or
      ceases to exist, the Calculation Agent will use the replacing service or such
      other service that may be nominated by the British Bankers' Association for
      the
      purpose of displaying London interbank offered rates for U.S. dollar
      deposits.

    


    If
      no
      offered rate appears on Telerate Page 3750 on an Interest Determination Date
      at
      approximately 11:00 a.m., London time, then the Calculation Agent (after
      consultation with the Company) will select four major banks in the London
      interbank market and shall request each of their principal London offices to
      provide a quotation of the rate at which six-month deposits in U.S. dollars
      in
      amounts of at least $1,000,000 are offered by it to prime banks in the London
      interbank market, on that date and at that time, that is representative of
      single transactions at that time. If at least two quotations are provided,
      LIBOR
      will be the arithmetic average of the quotations provided. Otherwise, the
      Calculation Agent will select three major banks in New York City and shall
      request each of them to provide a quotation of the rate offered by them at
      approximately 11:00 a.m., New York City time, on the Interest Determination
      Date
      for loans in U.S. dollars to leading European banks having an index maturity
      of
      six months for the applicable Interest Period in an amount of at least
      $1,000,000 that is representative of single transactions at that time. If three
      quotations are provided, LIBOR will be the arithmetic average of the quotations
      provided. Otherwise, the rate of LIBOR for the next Interest Period will be
      set
      equal to the rate of LIBOR for the current Interest Period.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    The
      Luxembourg Stock Exchange shall be notified of the interest rate, the amount
      of
      the interest payment and the Interest Payment Date for a particular Interest
      Period not later than the first day of such Interest Period. Upon request from
      any Noteholder, the Calculation Agent will provide the interest rate in effect
      on this Note for the current Interest Period and, if it has been determined,
      the
      interest rate to be in effect for the next Interest Period.

    


    If
      an
      event of default (as defined in the Indenture) with respect to Notes of this
      series shall occur and be continuing, the principal of the Notes of this series
      may be declared due and payable in the manner and with the effect provided
      in
      the Indenture.

    


    The
      Indenture contains provisions for defeasance at any time of the entire
      indebtedness of this Note upon compliance by the Company with certain conditions
      set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this
      Note.

    


    The
      Indenture contains provisions permitting the Company and the Trustee, without
      the consent of the holders of the Securities, to establish, among other things,
      the form and terms of any series of Securities issuable thereunder by one or
      more supplemental indentures, and, with the consent of the holders of not less
      than 66 2/3% in aggregate principal amount of Securities at the time outstanding
      which are affected thereby, to modify the Indenture or any supplemental
      indenture or the rights of the holders of Securities of such series to be
      affected, provided that no such modification will (i) extend the fixed maturity
      of any Securities, reduce the rate or extend the time of payment of interest
      thereon, reduce the principal amount thereof or the premium, if any, thereon,
      reduce the amount of the principal of Original Issue Discount Securities payable
      on any date, change the currency in which Securities are payable, or impair
      the
      right to institute suit for the enforcement of any such payment on or after
      the
      maturity thereof, without the consent of the holder of each Security so
      affected, or (ii) reduce the aforesaid percentage of Securities of any series
      the consent of the holders of which is required for any such modification
      without the consent of the holders of all Securities of such series then
      outstanding, or (iii) modify, without the written consent of the Trustee, the
      rights, duties or immunities of the Trustee.

    


    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 interest on this Note at the
      times, place and rate, and in the coin or currency, herein
      prescribed.

    


    This
      Note
      is a Global Security registered in the name of a nominee of the Depository.
      This
      Note is exchangeable for Notes registered in the name of a person other than
      the
      Depository or its nominee only in the limited circumstances hereinafter
      described. Unless and until it is exchanged in whole or in part for definitive
      Notes in certificated form, this Note may not be transferred except as a whole
      by the Depository to a nominee of the Depository or by a nominee of the
      Depository to the Depository or another nominee of the Depository.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    The
      Notes
      represented by this Global Security are exchangeable for definitive Notes in
      certificated form of like tenor as such Notes in denominations of $1,000 and
      whole multiples of $1,000 in excess thereof only if (i) the Depository
      notifies the Company that it is unwilling or unable to continue as Depository
      for the Notes or (ii) the Depository ceases to be a clearing agency registered
      under the Securities Exchange Act of 1934, as amended, or (iii) the Company
      in
      its sole discretion decides to allow the Notes to be exchanged for definitive
      Notes in registered form. Any Notes that are exchangeable pursuant to the
      preceding sentence are exchangeable for certificated Notes issuable in
      authorized denominations and registered in such names as the Depository shall
      direct. As provided in the Indenture and subject to certain limitations therein
      set forth, the transfer of definitive Notes in certificated form is registrable
      in the register maintained by the Company in The City of New York for such
      purpose, upon surrender of the definitive Note for registration of transfer
      at
      the office or agency of the registrar, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      registrar duly executed by, the holder thereof or his attorney duly authorized
      in writing, and thereupon one or more new Notes of this series and of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees. Subject to the
      foregoing, this Note is not exchangeable, except for a Global Security or Global
      Securities of this issue of the same principal amount to be registered in the
      name of the Depository or its nominee.

    


    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 owner 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.

    


    The
      Company will pay additional amounts ("Additional Amounts") to the beneficial
      owner of any Note that is a non-United States person in order to ensure that
      every net payment on such Note will not be less, due to payment of U.S.
      withholding tax, than the amount then due and payable. For this purpose, a
      "net
      payment" on a Note means a payment by the Company or a paying agent, including
      payment of principal and interest, after deduction for any present or future
      tax, assessment or other governmental charge of the United States. These
      Additional Amounts will constitute additional interest on the Note.

    


    The
      Company will not be required to pay Additional Amounts, however, in any of
      the
      circumstances described in items (1) through (13) below.

    


    
      	 	
              (1)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld solely by reason of the beneficial
                owner:

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	 	 	
              (a)

            	
              having
                a relationship with the United States as a citizen, resident or
                otherwise;

            


    

    
      	 	 	
              (b)

            	
              having
                had such a relationship in the past
                or

            


    

    
      	 	 	
              (c)

            	
              being
                considered as having had such a
                relationship.

            


    

    


    
      	 	
              (2)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld solely by reason of the beneficial
                owner:

            


    

    


    
      	 	
               

            	
              (a)

            	
              being
                treated as present in or engaged in a trade or business in the United
                States;

            


    

    
      	 	
               

            	
              (b)

            	
              being
                treated as having been present in or engaged in a trade or business
                in the
                United States in the past or

            


    

    
      	 	
               

            	
              (c)

            	
              having
                or having had a permanent establishment in the United
                States.

            


    

    


    
      	 	
              (3)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld in whole or in part by reason of the beneficial owner being
                or
                having been any of the following (as such terms are defined in the
                Internal Revenue Code of 1986, as
                amended):

            


    

    


    
      	 	
               

            	
              (a)

            	
              personal
                holding company;

            


    

    
      	 	
               

            	
              (b)

            	
              foreign
                personal holding company;

            


    

    
      	 	
               

            	
              (c)

            	
              foreign
                private foundation or other foreign tax-exempt
                organization;

            


    

    
      	 	
               

            	
              (d)

            	
              passive
                foreign investment company;

            


    

    
      	 	
               

            	
              (e)

            	
              controlled
                foreign corporation or

            


    

    
      	 	
               

            	
              (f)

            	
              corporation
                which has accumulated earnings to avoid United States federal income
                tax.

            


    

    


    
      	 	
              (4)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld solely by reason of the beneficial owner owning or having
                owned,
                actually or constructively, 10 percent or more of the total combined
                voting power of all classes of stock of the Company entitled to vote
                or by
                reason of the beneficial owner being a bank that has invested in
                a Note as
                an extension of credit in the ordinary course of its trade or
                business.

            


    

    


    For
      purposes of items (1) through (4) above, "beneficial owner" means a
      fiduciary, settlor, beneficiary, member or shareholder of the holder if the
      holder is an estate, trust, partnership, limited liability company, corporation
      or other entity, or a person holding a power over an estate or trust
      administered by a fiduciary holder.

    


    
      	 	
              (5)

            	
              Additional
                Amounts will not be payable to any beneficial owner of a Note that
                is
                a:

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
               

            	
              (a)

            	
              fiduciary;

            


    

    
      	 	
               

            	
              (b)

            	
              partnership;

            


    

    
      	 	
               

            	
              (c)

            	
              limited
                liability company or

            


    

    
      	 	
               

            	
              (d)

            	
              other
                fiscally transparent entity

            


    

    


    
      	 	 	
              or
                that is not the sole beneficial owner of the Note, or any portion
                of the
                Note. However, this exception to the obligation to pay Additional
                Amounts
                will only apply to the extent that a beneficiary or settlor in relation
                to
                the fiduciary, or a beneficial owner or member of the partnership,
                limited
                liability company or other fiscally transparent entity, would not
                have
                been entitled to the payment of an Additional Amount had the beneficiary,
                settlor, beneficial owner or member received directly its beneficial
                or
                distributive share of the payment.

            


    

    


    
      	 	
              (6)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld solely by reason of the failure of the beneficial owner
                or any
                other person to comply with applicable certification, identification,
                documentation or other information reporting requirements. This exception
                to the obligation to pay Additional Amounts will only apply if compliance
                with such reporting requirements is required by statute or regulation
                of
                the United States or by an applicable income tax treaty to which
                the
                United States is a party as a precondition to exemption from such
                tax,
                assessment or other governmental
                charge.

            


    

    


    
      	 	
              (7)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is collected
                or
                imposed by any method other than by withholding from a payment on
                a Note
                by the Company or a paying agent.

            


    

    


    
      	 	
              (8)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld by reason of a change in law, regulation, or administrative
                or
                judicial interpretation that becomes effective more than 15 days
                after the
                payment becomes due or is duly provided for, whichever occurs
                later.

            


    

    


    
      	 	
              (9)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is imposed
                or
                withheld by reason of the presentation by the beneficial owner of
                a Note
                for payment more than 30 days after the date on which such payment
                becomes due or is duly provided for, whichever occurs
                later.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 	
              (10)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any:

            


    

    


    
      	 	
               

            	
              (a)

            	
              estate
                tax;

            


    

    
      	 	
               

            	
              (b)

            	
              inheritance
                tax;

            


    

    
      	 	
               

            	
              (c)

            	
              gift
                tax;

            


    

    
      	 	
               

            	
              (d)

            	
              sales
                tax;

            


    

    
      	 	
               

            	
              (e)

            	
              excise
                tax;

            


    

    
      	 	
               

            	
              (f)

            	
              transfer
                tax;

            


    

    
      	 	
               

            	
              (g)

            	
              wealth
                tax;

            


    

    
      	 	
               

            	
              (h)

            	
              personal
                property tax or

            


    

    
      	 	
               

            	
              (i)

            	
              any
                similar tax, assessment, withholding, deduction or other governmental
                charge.

            


    

    


    
      	 	
              (11)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment, or other governmental charge required to
                be
                withheld by any paying agent from a payment of principal or interest
                on a
                Note if such payment can be made without such withholding by any
                other
                paying agent.

            


    

    


    
      	 	
              (12)

            	
              Additional
                amounts will not be payable if a payment on a Note is reduced as
                a result
                of any tax, assessment or other governmental charge that is required
                to be
                made pursuant to any European Union directive on the taxation of
                savings
                income or any law implementing or complying with, or introduced to
                conform
                to, any such directive.

            


    

    


    
      	 	
              (13)

            	
              Additional
                Amounts will not be payable if a payment on a Note is reduced as
                a result
                of any combination of items (1) through (12)
                above.

            


    

    


    Except
      as
      specifically provided herein, the Company will not be required to make any
      payment of any tax, assessment or other governmental charge imposed by any
      government or a political subdivision or taxing authority of such
      government.

    


    As
      used
      in this Note, "United States person" means:

    


    
      	 	
              (a)

            	
              any
                individual who is a citizen or resident of the United
                States;

            


    

    
      	 	
              (b)

            	
              any
                corporation, partnership or other entity created or organized in
                or under
                the laws of the United States;

            


    

    
      	 	
              (c)

            	
              any
                estate if the income of such estate falls within the federal income
                tax
                jurisdiction of the United States regardless of the source of such
                income
                and

            


    

    
      	 	
              (d)

            	
              any
                trust if a United States court is able to exercise primary supervision
                over its administration and one or more United States persons have
                the
                authority to control all of the substantial decisions of the
                trust.

            


    

    


    Additionally,
      "non-United States person" means a person who is not a United States person,
      and
      "United States" means the states of the United States of America and the
      District of Columbia, but excluding its territories and its
      possessions.

    


    Except
      as
      provided below, the Notes may not be redeemed prior to maturity.

     

    (1) The
      Company may, at its option, redeem the Notes if:

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    
      	 	 	
              (a)

            	
              the
                Company becomes or will become obligated to pay Additional Amounts
                as
                described above;

            


    

    
      	 	 	
              (b)

            	
              the
                obligation to pay Additional Amounts arises as a result of any change
                in
                the laws, regulations or rulings of the United States, or an official
                position regarding the application or interpretation of such laws,
                regulations or rulings, which change is announced or becomes effective
                on
                or after March 9, 2005 and

            


    

    
      	 	 	
              (c)

            	
              the
                Company determines, in its business judgment, that the obligation
                to pay
                such Additional Amounts cannot be avoided by the use of reasonable
                measures available to it, other than substituting the obligor under
                the
                Notes or taking any action that would entail a material cost to the
                Company.

            


    

    


    
      	 	
              (2)

            	
              The
                Company may also redeem the Notes, at its option,
                if:

            


    

    


    
      	 	 	
              (a)

            	
              any
                act is taken by a taxing authority of the United States on or after
                March
                9, 2005, whether or not such act is taken in relation to the Company
                or
                any affiliate, that results in a substantial probability that the
                Company
                will or may be required to pay Additional Amounts as described
                above;

            


    

    
      	 	 	
              (b)

            	
              the
                Company determines, in its business judgment, that the obligation
                to pay
                such Additional Amounts cannot be avoided by the use of reasonable
                measures available to it, other than substituting the obligor under
                the
                Notes or taking any action that would entail a material cost to the
                Company and

            


    

    
      	 	 	
              (c)

            	
              the
                Company receives an opinion of independent counsel to the effect
                that an
                act taken by a taxing authority of the United States results in a
                substantial probability that the Company will or may be required
                to pay
                the Additional Amounts described above, and delivers to the Trustee
                a
                certificate, signed by a duly authorized officer, stating that based
                on
                such opinion the Company is entitled to redeem the Notes pursuant
                to their
                terms.

            


    

    


    Any
      redemption of the Notes as set forth in clauses (1) or (2) above shall be in
      whole, and not in part, and will be made at a redemption price equal to 100%
      of
      the principal amount of the Notes Outstanding plus accrued interest thereon
      to
      the date of redemption. Holders shall be given not less than 30 days nor more
      than 60 days prior notice by the Trustee of the date fixed for such
      redemption.

    


    All
      terms
      used in this Note which are defined in the Indenture shall have the meanings
      assigned to them in the Indenture. The Notes are governed by the laws of the
      State of New York.

     

    
      
         

      

      
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