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                                                                    EXHIBIT 4.01

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. R-1                                              INITIAL PRINCIPAL AMOUNT
CUSIP 173076 60 5                                    REPRESENTED $50,000,000
                                                     representing 5,000,000 ELKS
                                                     ($10 per ELKS)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.

      10% Equity Linked Securities (ELKS(R)) based upon the common stock of
                          Yahoo! Inc. due June 30, 2005

      Citigroup Global Markets Holdings Inc., a New York corporation
(hereinafter referred to as the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value received and on
condition that this Note is not redeemed by the Company prior to June 30, 2005
(the "Stated Maturity Date"), hereby promises to pay to CEDE & CO., or its
registered assigns, the Maturity Payment (as defined below), on the Stated
Maturity Date. This Note will pay semi-annual coupon payments, is not subject to
any sinking fund, is not subject to redemption at the option of the Holder
thereof prior to the Stated Maturity Date, and is not subject to the defeasance
provisions of the Indenture.

      Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts or, if applicable, in the common stock
of Yahoo! Inc. ("Yahoo!").

      This Note is one of the series of 10% Equity Linked Securities based upon
the common stock of Yahoo! due June 30, 2005 (the "ELKS").

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COUPON

      A coupon of $0.5028 per ELKS will be paid in cash on December 30, 2004 and
a coupon of $0.5000 per ELKS will be paid in cash on June 30, 2005. The December
30, 2004 coupon will be composed of $0.1129 of interest and a partial payment of
an option premium in the amount of $0.3899. The June 30, 2005 coupon will be
composed of $0.1123 of interest and a partial payment of an option premium in
the amount of $0.3877. Coupon payments will be payable to the persons in whose
names the ELKS are registered at the close of business on the fifth Business Day
preceding each Coupon Payment Date. If a Coupon Payment Date falls on a day that
is not a Business Day, the coupon payment to be made on such Coupon Payment Date
will be made on the next succeeding Business Day with the same force and effect
as if made on such Coupon Payment Date, and no additional interest will accrue
as a result of such delayed payment.

      "Business Day" means any day that is not a Saturday, a Sunday or a day on
which securities exchanges or banking institutions or trust companies in the
City of New York are authorized or obligated by law or executive order to close.

      The interest portion of the coupon will represent interest accruing at a
rate of 2.2460% per annum from June 29, 2004 or from the most recent Coupon
Payment Date to which the interest portion of the coupon has been paid or
provided for until maturity. The interest portion of the coupon will be computed
on the basis of a 360-day year of twelve 30-day months.

PAYMENT AT MATURITY

      On the Stated Maturity Date, Holders of the ELKS will receive for each
ELKS the Maturity Payment described below.

DETERMINATION OF THE MATURITY PAYMENT

      The Maturity Payment for each ELKS will equal either:

      -     a number of shares of Yahoo! common stock equal to the Exchange
            Ratio, if the Trading Price of Yahoo! common stock on any Trading
            Day after June 24, 2004 up to and including the third Trading Day
            before the Stated Maturity Date (whether intra-day or at the close
            of trading on any day) is less than or equal to $23.02
            (approximately 67.5% of the Initial Share Price), or

      -     $10 in cash.

      In lieu of any fractional share of Yahoo! common stock otherwise payable
in respect of any ELKS, at the Stated Maturity Date, the Holder of this Note
will receive an amount in cash equal to the value of such fractional share. The
number of full shares of Yahoo! common stock, and any cash in lieu of a
fractional share, to be delivered at the Stated Maturity Date to the Holder of
this Note will be calculated based on the aggregate number of ELKS held by such
Holder.

                                       2

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      The "Initial Share Price" equals $34.11, the price per share of Yahoo!
common stock at the market close on June 24, 2004.

      The "Exchange Ratio" equals 0.29317.

      A "Market Disruption Event" means the occurrence or existence of any
suspension of or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by any exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, of accurate price, volume or related information in
respect of, (1) the shares of Yahoo! common stock (or any other security for
which a Trading Price or Closing Price must be determined) on any exchange or
market, or (2) any options contracts or futures contracts relating to the shares
of Yahoo! common stock (or other security), or any options on such futures
contracts, on any exchange or market if, in each case, in the determination of
the calculation agent, any such suspension, limitation or unavailability is
material.

      A "Trading Day" means a day, as determined by the calculation agent, on
which trading is generally conducted (or was scheduled to have been generally
conducted, but for the occurrence of a Market Disruption Event) on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the
Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the
over-the-counter market for equity securities in the United States.

      The "Trading Price" of Yahoo! common stock on any date of determination
will be (1) if the common stock is listed on a national securities exchange on
that date of determination, any reported sale price, regular way, of the
principal trading session on that date on the principal U.S. exchange on which
the common stock is listed or admitted to trading, (2) if the common stock is
not listed on a national securities exchange on that date of determination, or
if the reported sale price on such exchange is not obtainable (even if the
common stock is listed or admitted to trading on such exchange), and the common
stock is quoted on the Nasdaq National Market, any reported sale price of the
principal trading session on that date as reported on the Nasdaq, and (3) if the
common stock is not quoted on the Nasdaq on that date of determination, or if
the reported sale price on the Nasdaq is not obtainable (even if the common
stock is quoted on the Nasdaq), any reported sale price of the principal trading
session on the over-the-counter market on that date as reported on the OTC
Bulletin Board, the National Quotation Bureau or a similar organization. The
determination of the Trading Price by the calculation agent in the event of a
Market Disruption Event may be deferred by the calculation agent for up to five
consecutive Trading Days on which a Market Disruption Event is occurring, but
not past the Trading Day prior to the Stated Maturity Date. If no reported sale
price of the principal trading session is available pursuant to clauses (1), (2)
or (3) above or if there is a Market Disruption Event, the Trading Price on any
date of determination, unless deferred by the calculation agent as described in
the preceding sentence, will be the arithmetic mean, as determined by the
calculation agent, of the bid prices of the common stock obtained from as many
dealers in such stock (which may include Citigroup Global Markets Inc. or any of
our other subsidiaries or affiliates), but not exceeding three such dealers, as
will make such bid prices available to the calculation agent. A security "quoted
on the Nasdaq National Market" will include a security included for listing or

                                       3

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quotation in any successor to such system and the term "OTC Bulletin Board" will
include any successor to such service.

      DILUTION ADJUSTMENTS

      If Yahoo!, after the closing date of the offering of the ELKS,

      (1) pays a stock dividend or makes a distribution with respect to its
common stock in shares of the stock,

      (2) subdivides or splits the outstanding shares of its common stock into a
greater number of shares,

      (3) combines the outstanding shares of the common stock into a smaller
number of shares, or

      (4) issues by reclassification of shares of its common stock any shares of
other common stock of Yahoo!,

then, in each of these cases, the Exchange Ratio will be multiplied by a
dilution adjustment equal to a fraction, the numerator of which will be the
number of shares of common stock outstanding immediately after the event, plus,
in the case of a reclassification referred to in (4) above, the number of shares
of other common stock of Yahoo!, and the denominator of which will be the number
of shares of common stock outstanding immediately before the event. The Initial
Share Price will also be adjusted in that case in the manner described below.

      If Yahoo!, after the closing date, issues, or declares a record date in
respect of an issuance of, rights or warrants to all holders of its common stock
entitling them to subscribe for or purchase shares of its common stock at a
price per share less than the Then-Current Market Price of the common stock,
other than rights to purchase common stock pursuant to a plan for the
reinvestment of dividends or interest, then, in each case, the Exchange Ratio
will be multiplied by a dilution adjustment equal to a fraction, the numerator
of which will be the number of shares of common stock outstanding immediately
before the adjustment is effected, plus the number of additional shares of
common stock offered for subscription or purchase pursuant to the rights or
warrants, and the denominator of which will be the number of shares of common
stock outstanding immediately before the adjustment is effected by reason of the
issuance of the rights or warrants, plus the number of additional shares of
common stock which the aggregate offering price of the total number of shares of
common stock offered for subscription or purchase pursuant to the rights or
warrants would purchase at the Then-Current Market Price of the common stock,
which will be determined by multiplying the total number of shares so offered
for subscription or purchase by the exercise price of the rights or warrants and
dividing the product obtained by the Then-Current Market Price. To the extent
that, after the expiration of the rights or warrants, the shares of common stock
offered thereby have not been delivered, the Exchange Ratio will be further
adjusted to equal the Exchange Ratio which would have been in effect had the
adjustment for the issuance of the rights or warrants been made upon the basis
of

                                       4

<PAGE>

delivery of only the number of shares of common stock actually delivered. The
Initial Share Price will also be adjusted in that case in the manner described
below.

      If Yahoo!, after the closing date, declares or pays a dividend or makes a
distribution to all holders of the common stock of any class of its capital
stock, the capital stock of one or more of its subsidiaries, evidences of its
indebtedness or other non-cash assets, excluding any dividends or distributions
referred to in the above paragraph, or issues to all holders of its common stock
rights or warrants to subscribe for or purchase any of its or one or more of its
subsidiaries' securities, other than rights or warrants referred to in the above
paragraph, then, in each of these cases, the Exchange Ratio will be multiplied
by a dilution adjustment equal to a fraction, the numerator of which will be the
Then-Current Market Price of one share of the common stock, and the denominator
of which will be the Then-Current Market Price of one share of the common stock,
less the fair market value (as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company, whose
determination will be final) as of the time the adjustment is effected of the
portion of the capital stock, assets, evidences of indebtedness, rights or
warrants so distributed or issued applicable to one share of common stock. The
Initial Share Price will also be adjusted in that case in the manner described
below.

      Notwithstanding the foregoing, in the event that, with respect to any
dividend or distribution to which the above paragraph would otherwise apply, the
denominator in the fraction referred to in the above formula is less than $1.00
or is a negative number, then the Company may, at its option, elect to have the
adjustment provided by the above paragraph not be made and in lieu of this
adjustment, the Trading Price of Yahoo! common stock on any Trading Day
thereafter up to and including the third Trading Day before the Stated Maturity
Date will be deemed to be equal to the fair market value of the capital stock,
evidences of indebtedness, assets, rights or warrants (determined, as of the
date this dividend or distribution is made, by a nationally recognized
independent investment banking firm retained for this purpose by the Company,
whose determination will be final) so distributed or issued applicable to one
share of Yahoo! common stock and, if the Trading Price of Yahoo! common stock on
any Trading Day thereafter, up to and including the third Trading Day before the
Stated Maturity Date, is less than or equal to approximately 67.5% of the
Initial Share Price, each holder of the ELKS will have the right to receive at
maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by
such fair market value.

      If Yahoo!, after the closing date, declares a record date in respect of a
distribution of cash, other than any Permitted Dividends described below, any
cash distributed in consideration of fractional shares of common stock and any
cash distributed in a Reorganization Event referred to below, by dividend or
otherwise, to all holders of its common stock, or makes an Excess Purchase
Payment, then the Exchange Ratio will be multiplied by a dilution adjustment
equal to a fraction, the numerator of which will be the Then-Current Market
Price of the common stock, and the denominator of which will be the Then-Current
Market Price of the common stock on the record date less the amount of the
distribution applicable to one share of common stock which would not be a
Permitted Dividend, or, in the case of an Excess Purchase Payment, less the
aggregate amount of the Excess Purchase Payment for which adjustment is being
made at the

                                       5

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time divided by the number of shares of common stock outstanding on the record
date. The Initial Share Price will also be adjusted in that case in the manner
described below.

      For the purposes of these adjustments:

      A "Permitted Dividend" is any quarterly cash dividend in respect of Yahoo!
common stock, other than a quarterly cash dividend that exceeds the immediately
preceding quarterly cash dividend, and then only to the extent that the per
share amount of this dividend results in an annualized dividend yield on the
common stock in excess of 10%.

      An "Excess Purchase Payment" is the excess, if any, of (x) the cash and
the value (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination will
be final) of all other consideration paid by Yahoo! with respect to one share of
common stock acquired in a tender offer or exchange offer by Yahoo!, over (y)
the Then-Current Market Price of the common stock.

      Notwithstanding the foregoing, in the event that, with respect to any
dividend, distribution or Excess Purchase Payment to which the sixth paragraph
in this section would otherwise apply, the denominator in the fraction referred
to in the formula in that paragraph is less than $1.00 or is a negative number,
then the Company may, at its option, elect to have the adjustment provided by
the sixth paragraph in this section not be made and in lieu of this adjustment,
the Trading Price of Yahoo! common stock on any Trading Day thereafter up to and
including the third Trading Day before the Stated Maturity Date will be deemed
to be equal to the sum of the amount of cash and the fair market value of other
consideration (determined, as of the date this dividend or distribution is made,
by a nationally recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final) so distributed or
applied to the acquisition of the common stock in the tender offer or exchange
offer applicable to one share of Yahoo! common stock and, if the Trading Price
of Yahoo! common stock on any Trading Day thereafter, up to and including the
third Trading Day before the Stated Maturity Date, is less than or equal to
approximately 67.5% of the Initial Share Price, each holder of the ELKS will
have the right to receive at maturity cash in an amount per ELKS equal to the
Exchange Ratio multiplied by such sum.

      If any adjustment is made to the Exchange Ratio as set forth above, an
adjustment will also be made to the Initial Share Price. The required adjustment
will be made by dividing the Initial Share Price by the relevant dilution
adjustment.

      Each dilution adjustment will be effected as follows:

      -     in the case of any dividend, distribution or issuance, at the
            opening of business on the Business Day next following the record
            date for determination of holders of Yahoo! common stock entitled to
            receive this dividend, distribution or issuance or, if the
            announcement of this dividend, distribution, or issuance is after
            this record date, at the time this dividend, distribution or
            issuance was announced by Yahoo!,

                                       6

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      -     in the case of any subdivision, split, combination or
            reclassification, on the effective date of the transaction,

      -     in the case of any Excess Purchase Payment for which Yahoo!
            announces, at or prior to the time it commences the relevant share
            repurchase, the repurchase price per share for shares proposed to be
            repurchased, on the date of the announcement, and

      -     in the case of any other Excess Purchase Payment, on the date that
            the holders of the repurchased shares become entitled to payment in
            respect thereof.

      All dilution adjustments will be rounded upward or downward to the nearest
1/10,000th or, if there is not a nearest 1/10,000th, to the next lower
1/10,000th. No adjustment in the Exchange Ratio will be required unless the
adjustment would require an increase or decrease of at least one percent
therein, provided, however, that any adjustments which by reason of this
sentence are not required to be made will be carried forward (on a percentage
basis) and taken into account in any subsequent adjustment. If any announcement
or declaration of a record date in respect of a dividend, distribution, issuance
or repurchase requiring an adjustment as described herein is subsequently
canceled by Yahoo!, or this dividend, distribution, issuance or repurchase fails
to receive requisite approvals or fails to occur for any other reason, then,
upon the cancellation, failure of approval or failure to occur, the Exchange
Ratio and the Initial Share Price will be further adjusted to the Exchange Ratio
and the Initial Share Price which would then have been in effect had adjustment
for the event not been made. If a Reorganization Event described below occurs
after the occurrence of one or more events requiring an adjustment as described
herein, the dilution adjustments previously applied to the Exchange Ratio will
not be rescinded but will be applied to the Reorganization Event as provided for
below.

      The "Then-Current Market Price" of the common stock, for the purpose of
applying any dilution adjustment, means the average Closing Price per share of
common stock for the ten Trading Days immediately before this adjustment is
effected or, in the case of an adjustment effected at the opening of business on
the Business Day next following a record date, immediately before the earlier of
the date the adjustment is effected and the related Ex-Date. For purposes of
determining the Then-Current Market Price, the determination of the Closing
Price by the calculation agent in the event of a Market Disruption Event, as
described in the definition of Closing Price, may be deferred by the calculation
agent for up to five consecutive Trading Days on which a Market Disruption Event
is occurring, but not past the Trading Day prior to the Stated Maturity Date.

      The "Closing Price" of Yahoo! common stock (or any other security for
which a Closing Price must be determined) on any date of determination will be
(1) if the common stock is listed on a national securities exchange on that date
of determination, the closing sale price or, if no closing sale price is
reported, the last reported sale price on that date on the principal U.S.
exchange on which the common stock is listed or admitted to trading, (2) if the
common stock is not listed on a national securities exchange on that date of
determination, or if the closing sale price or last reported sale price is not
obtainable (even if the common stock is listed or admitted to trading on such
exchange), and the common stock is quoted on the Nasdaq National Market,

                                       7

<PAGE>

the closing sale price or, if no closing sale price is reported, the last
reported sale price on that date as reported on the Nasdaq, and (3) if the
common stock is not quoted on the Nasdaq on that date of determination or, if
the closing sale price or last reported sale price is not obtainable (even if
the common stock is quoted on the Nasdaq), the last quoted bid price for the
common stock in the over-the-counter market on that date as reported by the OTC
Bulletin Board, the National Quotation Bureau or a similar organization. The
determination of the Closing Price by the calculation agent in the event of a
Market Disruption Event may be deferred by the calculation agent for up to five
consecutive Trading Days on which a Market Disruption Event is occurring, but
not past the Trading Day prior to the Stated Maturity Date. If no closing sale
price or last reported sale price is available pursuant to clauses (1), (2) or
(3) above or if there is a Market Disruption Event, the Closing Price on any
date of determination, unless deferred by the calculation agent as described in
the preceding sentence, will be the arithmetic mean, as determined by the
calculation agent, of the bid prices of the common stock obtained from as many
dealers in such stock (which may include Citigroup Global Markets Inc. or any of
our other subsidiaries or affiliates), but not exceeding three such dealers, as
will make such bid prices available to the calculation agent. A security "quoted
on the Nasdaq National Market" will include a security included for listing or
quotation in any successor to such system and the term "OTC Bulletin Board" will
include any successor to such service. If, during any period of ten Trading Days
used to calculate the Then-Current Market Price, there occurs any event
requiring an adjustment to be effected as described herein, then the Closing
Price for each Trading Day in such period of ten Trading Days occurring prior to
the day on which such adjustment is effected will be adjusted by being divided
by the relevant dilution adjustment.

      The "Ex-Date" relating to any dividend, distribution or issuance is the
first date on which the shares of the common stock trade in the regular way on
their principal market without the right to receive this dividend, distribution
or issuance.

      In the event of any of the following "Reorganization Events":

      -     any consolidation or merger of Yahoo!, or any surviving entity or
            subsequent surviving entity of Yahoo!, with or into another entity,
            other than a merger or consolidation in which Yahoo! is the
            continuing corporation and in which the common stock outstanding
            immediately before the merger or consolidation is not exchanged for
            cash, securities or other property of Yahoo! or another issuer,

      -     any sale, transfer, lease or conveyance to another corporation of
            the property of Yahoo! or any successor as an entirety or
            substantially as an entirety,

      -     any statutory exchange of securities of Yahoo! or any successor of
            Yahoo! with another issuer, other than in connection with a merger
            or acquisition, or

      -     any liquidation, dissolution or winding up of Yahoo! or any
            successor of Yahoo!,

the Trading Price of Yahoo! common stock on any Trading Day thereafter up to and
including the third Trading Day before the Stated Maturity Date will be deemed
to be equal to the Transaction Value.

                                       8

<PAGE>

      The "Transaction Value" will be the sum of:

      (1) for any cash received in a Reorganization Event, the amount of cash
received per share of common stock,

      (2) for any property other than cash or Marketable Securities received in
a Reorganization Event, an amount equal to the market value on the date the
Reorganization Event is consummated of that property received per share of
common stock, as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination will
be final, and

      (3) for any Marketable Securities received in a Reorganization Event, an
amount equal to the Closing Price per share of these Marketable Securities on
the applicable Trading Day multiplied by the number of these Marketable
Securities received for each share of common stock.

      "Marketable Securities" are any perpetual equity securities or debt
securities with a stated maturity after the maturity date, in each case that are
listed on a U.S. national securities exchange or reported by the Nasdaq National
Market. The number of shares of any equity securities constituting Marketable
Securities included in the calculation of Transaction Value pursuant to clause
(3) above will be adjusted if any event occurs with respect to the Marketable
Securities or the issuer of the Marketable Securities between the time of the
Reorganization Event and maturity that would have required an adjustment as
described above, had it occurred with respect to Yahoo! common stock or Yahoo!.
Adjustment for these subsequent events will be as nearly equivalent as
practicable to the adjustments described above.

      If Yahoo! common stock has been subject to a Reorganization Event and the
Trading Price of Yahoo! common stock on any Trading Day thereafter, up to and
including the third Trading Day before the Stated Maturity Date, is less than or
equal to approximately 67.5% of the Initial Share Price, then each holder of the
ELKS will have the right to receive per $10 principal amount of ELKS (i) cash in
an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and
(2) in the definition of "Transaction Value" above and (ii) the number of
Marketable Securities received for each share of stock in the Reorganization
Event multiplied by the Exchange Ratio.

GENERAL

      This Note is one of a duly authorized issue of Debt Securities of the
Company, issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of October 27, 1993, as supplemented by a First Supplemental
Indenture, dated as of November 28, 1997, a Second Supplemental Indenture, dated
as of July 1, 1999, and as further supplemented from time to time (the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the ELKS, and the terms upon which the ELKS are,
and are to be, authenticated and delivered.

                                       9

<PAGE>

      In case an Event of Default with respect to the ELKS shall have occurred
and be continuing, the principal of the ELKS may be declared due and payable in
the manner and with the effect provided in the Indenture. In such case, the
amount declared due and payable upon any acceleration permitted by the Indenture
will be determined by the calculation agent and will be equal to, with respect
to this Note, the Maturity Payment calculated as though the Stated Maturity Date
of this Note were the date of early repayment. In case of default at Maturity of
this Note, this Note shall bear interest, payable upon demand of the beneficial
owners of this Note in accordance with the terms of the ELKS, from and after
Maturity through the date when payment of such amount has been made or duly
provided for, at the rate of 3.00% per annum on the unpaid amount (or the cash
equivalent of such unpaid amount) due.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and a majority in
aggregate principal amount of the Debt Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time Outstanding, on behalf of the Holders of
all Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

      The Holder of this Note may not enforce such Holder's rights pursuant to
the Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company to pay the Maturity Payment with
respect to this Note, and to pay any interest on any overdue amount thereof at
the time, place and rate, and in the coin or currency, herein prescribed.

      All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.

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

                                       10

<PAGE>

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

                                       CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                                       By: /s/ Geoffrey S. Richards
                                           -------------------------------------
                                           Name: Geoffrey S. Richards
                                           Title: Vice President

Corporate Seal
Attest:

By: /s/ Douglas C. Turnbull
    --------------------------------
    Name: Douglas C. Turnbull
    Title: Assistant Secretary

Dated June 29, 2004

CERTIFICATE OF AUTHENTICATION
   This is one of the Notes referred to in
   the within-mentioned Indenture.

The Bank of New York,
as Trustee

By: /s/ Geovanni Barris
    ---------------------------------
    Authorized Signatory

                                       11