<PAGE>

                                                               EXHIBIT 4(cc)

BEARER                                                    PRINCIPAL AMOUNT
No. FX ___                                                OR FACE AMOUNT
                                                          $ ______________
                                                          CUSIP: _________

                      CITIGROUP GLOBAL MARKETS HOLDINGS INC.   COMMON CODE
                        MEDIUM-TERM SENIOR NOTE, SERIES A
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                  IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES

Issue Price:                                            Original Issue Date:

Interest Rate:                                              Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

Dual Currency Note:                        [ ] Yes (see attached)         [ ] No

         Optional Payment Currency:
         Designated Exchange Rate:

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

Indexed Principal Note:                    [ ] Yes (see attached)         [ ] No

Interest Rate Reset:    [ ] The Interest Rate may not be changed prior to Stated
                            Maturity.

                        [ ] The Interest Rate may be changed prior to Stated
Maturity (see attached).

Optional Reset Dates (if applicable):

Amortizing Note:                           [ ] Yes                        [ ] No

Amortization Schedule:

Optional Redemption:                       [ ] Yes                        [ ] No
<PAGE>

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

Initial Maturity Date:

                 Special Election Interval (if applicable):

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

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                         [ ] commercial paper

                         [ ] a shorter term debt security

                         [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       2

<PAGE>

                  CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof (a) the Principal Amount or, in the case of an
Indexed Principal Note, the Face Amount adjusted by reference to prices, changes
in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein and (b) accrued interest on the Principal Amount then
outstanding (or in the case of an Indexed Principal Note, the Face Amount, then
outstanding) to the bearer of the interest coupons attached hereto (the
"Coupons") at the Interest Rate shown above from the Original Issue Date shown
above or from the most recent date to which interest has been paid or duly
provided for, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith commencing on the first Interest Payment
Date following the Original Issue Date shown above upon presentation and
surrender of the Coupons as they shall severally mature, and on the Stated
Maturity shown above, or upon earlier redemption or repayment, 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 or in the pricing supplement attached hereto or delivered herewith,
interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months or, in the case of an incomplete month, the number of
days elapsed.

                  For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer 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 Bearer Notes having a specified currency other than U.S. dollars
only, other than Bearer Notes denominated in Euros, any day that, in the
principal financial center (as defined below) of the country of the specified
currency, is not a day on which banking institutions generally are authorized or
obligated by law to close; and (iii) with respect to Notes denominated in Euros,
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer ("TARGET") System is open (a "TARGET Business Day").

                  As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.

                  If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, a portion or
all the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).

                  Except under certain circumstances for Notes having Specified
Currencies other than U.S. dollars, payments of the principal hereof and any
premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only against
surrender of this Note or such Coupon, at the offices of the Paying Agents
outside the United States listed on the reverse hereof. At the direction of the
Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in

                                       3

<PAGE>

The City of New York (in the case of U.S. dollar payments) or outside the United
States (in the case of payments in a currency other than U.S. dollars) mailed to
an address outside the United States furnished by the Holder hereof or, at the
option of the Holder hereof, by wire transfer (pursuant to written instructions
supplied by the Holder hereof) to an account maintained by the payee with a bank
located outside the United States. No payment in respect of this Note or any
Coupon will be made upon presentation of this Note or such Coupon at any office
or agency of the Trustee or any other paying agency maintained by the Company in
the United States, nor will any such payment be made by transfer to an account,
or by mail to an address, in the United States. Notwithstanding the foregoing,
if U.S. dollar payments in respect of this Note or any Coupons at the offices of
all Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

                  This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Citibank, N.A., or its
successor, as authentication agent.

                                       4

<PAGE>

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

Dated:

                                         CITIGROUP GLOBAL MARKETS HOLDINGS
                                            INC.

                                         By ____________________________________
                                            Authorized Officer

[Seal]

                                         Attest ________________________________
                                            Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                         CITIBANK, N.A., as authentication agent

                                         By ____________________________________
                                            Authorized Signatory

                                       5
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                        MEDIUM-TERM SENIOR NOTE, SERIES A
                   DUE NINE MONTHS OR MORE FROM 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 December 1, 1988, as amended (the
"Indenture"), between the Company and Bank One Trust Company, N.A., as successor
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 bearer form. Unless otherwise specified in
the applicable pricing supplement, the authorized denominations of Bearer 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 Bearer Notes
denominated in a currency other than U.S. dollars will be the approximate
equivalents thereof in the Specified Currency.

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 Interest Rate 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 Stated Maturity",
and except that if so specified in the attached pricing supplement, the rate of
interest payable may be subject to adjustment as specified therein.

                  Unless otherwise set forth herein or in the pricing supplement
attached hereto or delivered herewith, 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, any Interest Payment Date with respect

<PAGE>

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") or, in
the case of an incomplete month, the number of days elapsed.

Subsequent Interest Periods

                  If so specified on the face hereof, the Interest Rate on this
Note may be reset by the Company on the date or dates specified on the face
hereof (each an "Optional Reset Date"). The Company may reset the Interest Rate
by notifying the Trustee for this Note at east 45 but not more than 60 days
prior to each Optional Reset Date. Not later than 40 days prior to each Optional
Reset Date, the Trustee shall provide notice (the "Reset Notice"), in accordance
with "Notices" below, 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
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 provide notice of such higher Interest Rate to the Holder
of this Note. Such notice shall be irrevocable. All Bearer Notes with respect to
which the Interest Rate is reset on an Optional Reset Date will bear such higher
Interest Rate.

                  The Holder of this Note will have the option to elect
repayment of the Note 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 Paying Agent 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 Paying Agent, 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 the third party either suspends the calculation or
announcement of

                                        2

<PAGE>

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 principal amount of this Note shall be calculated
in the manner set forth in the applicable pricing supplement. Any determination
of such third party shall in the absence of manifest error be binding on all
parties.

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 unavailable 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 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 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 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. Greece became a
participating member state on January 1, 2001.

                  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.

                                       3

<PAGE>

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 of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), 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 provided in accordance with "Notices", below, 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, in 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").

                  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 any
duly appointed paying agent 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

                                       4

<PAGE>

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 thereof, 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 any duly appointed paying agent and, as soon as practicable
following receipt of such Note such 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, such
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 Stated Maturity

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Stated 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 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 notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (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 provision by the Trustee of an Extension Notice
to the Holder hereof, 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
provision of such 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 provide notice
of such higher Interest Rate, as the case may be, in accordance with "Notices"
below. 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

                                       5

<PAGE>

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 or notification to the Paying Agent 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 calendar 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. If the Company elects to exercise such option with respect to
this Note, at least 30 days prior to the date of redemption, such Trustee shall
provide notice of such redemption to the Holder hereof in accordance with
"Notices" below. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued to the Holder
hereof upon the cancellation hereof. Notes redeemed prior to Stated Maturity
must be presented for payment together with all unmatured Coupons, if any,
appertaining thereto, failing which the amount of any missing unmatured Coupon
will be deducted from the sum due for payment.

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Stated 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
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

                  In order for this Note to be repaid, the Principal Paying
Agent must receive this Note at least 30 but not more than 45 days prior to an
Optional Repayment Date. 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 this 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 to 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 a Discount 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), in lieu of the
principal amount due at the Stated Maturity hereof, 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

                                       6

<PAGE>

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.

Tax Redemption

                  The Bearer Notes of a series may be redeemed at the option of
the Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

                  The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest to the Holder of this Note or any
Coupon that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in this Note or such Coupon
to be then due and payable. However, the Company will not be required to make
any such payment of additional interest to such Holder for or an account of:

                  (a) any tax, assessment or other governmental charge that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary, settlor
         or beneficiary of, or a Person holding a power over, such

                                       7

<PAGE>

         Holder, if such Holder is an estate or a trust, or a member or
         shareholder of such Holder, if such Holder is a partnership or a
         corporation) and the United States, including, without limitation, such
         Holder (or such fiduciary, settlor, beneficiary, Person holding a
         power, member or shareholder) being or having been a citizen or
         resident thereof or being or having been engaged in trade or business
         or present therein or having or having had a permanent establishment
         therein or (ii) such Holder's past or present status as a passive
         foreign investment company, a personal holding company, foreign
         personal holding company, a controlled foreign corporation for United
         States tax purposes or private foundation or other tax-exempt
         organization with respect to the United States or as a corporation that
         accumulates earnings to avoid United States federal income tax;

                  (b) any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or other governmental
         charge;

                  (c) any tax, assessment or other governmental charge that
         would not have been imposed but for the presentation by the Holder of
         this Note or such Coupon for payment more than 15 days after the date
         on which such payment became due and payable or on which payment
         thereof was duly provided for, whichever occurred later;

                  (d) any tax, assessment or other governmental charge that is
         payable otherwise than by deduction or withholding from a payment on
         this Note or such Coupon;

                  (e) any tax, assessment or other governmental charge required
         to be deducted or withheld by any Paying Agent from a payment on this
         Note or such Coupon, if such payment can be made without such deduction
         or withholding by any other Paying Agent;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns ten percent or more of
         the combined voting power of all classes of stock of the Company or is
         a controlled foreign corporation related to the Company through stock
         ownership; nor shall such additional interest be paid with respect to a
         payment on this Note or such Coupon to a Holder that is a fiduciary or
         partnership or other than the sole beneficial owner of such payment to
         the extent a beneficiary or settlor with respect to such fiduciary or a
         member of such partnership or a beneficial owner would not have been
         entitled to the additional interest had such beneficiary, settlor,
         member or beneficial owner been the Holder of this Note or such Coupon.

                  The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.

Special Tax Redemption

                  If the Company shall determine that any payment made outside
the United States by the Company or any of its Paying Agents in respect of this
Note or any Coupon appertaining thereto would, under any present or future laws
or regulations of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental

                                       8

<PAGE>
authority of the nationality, residence or identity of a beneficial owner that
is a United States Alien (other than such a requirement (a) that would not be
applicable to a payment made by the Company or any one of its Paying Agents (i)
directly to the beneficial owner or (ii) to a custodian, nominee or other agent
of the beneficial owner or (b) that can be satisfied by such custodian, nominee
or other agent certifying to the effect that the beneficial owner is a United
States Alien; provided that, in any case referred to in clause (a) (ii) or (b),
payment by the custodian, nominee, or agent to the beneficial owner is not
otherwise subject to any such requirement), then the Company shall elect either
(x) to redeem such Note in whole, but not in part, at its Redemption Price, or
(y) if the conditions described in the next succeeding paragraph are satisfied,
to pay the additional interest specified in such paragraph. The Company shall
make such determination as soon as practicable and publish prompt notice thereof
stating the effective date of such certification, documentation, information or
other reporting requirement, whether the Company elects to redeem the Note or to
pay the additional interest specified in the next succeeding paragraph and (if
applicable) the last date by which the redemption of the Note must take place.

                  If this Note is to be redeemed as described in this paragraph,
the redemption shall take place on such date, not later than one year after the
publication of the determination notice, as the Company shall specify by notice
given to the Trustee at least 60 days before the redemption date. Notice of such
redemption shall be given to the Holder of this Note at least 30 but not more
than 60 days prior to the redemption date. Notwithstanding the foregoing, the
Company shall not so redeem the Note if the Company shall subsequently
determine, at least 30 days prior to the redemption date, that subsequent
payments on the Note would not be subject to any such certification,
documentation, information or other reporting requirement, in which case the
Company shall publish prompt notice of such subsequent determination and any
earlier redemption notice given shall be revoked and of no further effect.

                  Prior to the publication of any determination notice, the
Company shall deliver to the Trustee for the Note to be redeemed a certificate
stating that the Company is obligated to make such determination and setting
forth a statement of facts showing that the conditions precedent to the
obligation of the Company to redeem the Note or to pay the additional interest
specified in the next succeeding paragraph have occurred, and an opinion of
independent counsel to the effect that such conditions have occurred.

                  If and so long as the certification, documentation,
information or other reporting requirement referred to in the preceding
paragraph would be fully satisfied by payment of a backup withholding tax or
similar charge, the Company may elect to pay as additional interest such amounts
as may be necessary so that every net payment made outside the United States
following the effective date of such requirement by the Company or any of its
Paying Agents of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any paying agent or any
governmental authority), after deduction or withholding for or on account of
such backup withholding tax or similar charge (other than a backup withholding
tax or similar charge that (i) would not be applicable in the circumstances
referred to in the parenthetical clause of the first sentence of the first
paragraph of this section or (ii) is imposed as a result of presentation of this
Note for payment more than 15 days after the date on which such payment became
due and payable or on which payment thereof was duly provided for, whichever
occurred later), will not be less than the amount then due and payable.

                  If the Company elects to pay additional interest, then the
Company shall have the right thereafter to redeem this Note at any time in
whole, but not in part, at the Redemption Price,

                                       9

<PAGE>
subject to the provisions described above. If the Company elects to pay
additional interest and the condition specified above should no longer be
satisfied, then the Company shall redeem this Note in whole, but not in part, at
the Redemption Price, subject to the provisions of this section. Any such
redemption payments made by the Company shall be subject to the continuing
obligation of the Company to pay additional interest as described above.

Paying Agents

                  The Company has initially appointed as its Paying Agents for
Bearer Notes of this Series the offices listed below:

                             Principal Paying Agent:

                                 Citibank, N.A.
                                   336 Strand
                                 London WC2R 1HB

                                  Paying Agent:

                        Kredietbank S.A. Luxembourgeoise
                          43 Boulevard Royal Luxembourg
                              Luxembourg City 2955

                  The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent (which may
be the Trustee) in at least one city in Europe, which, so long as Bearer Notes
are listed on the Luxembourg Stock Exchange and the rules of that exchange shall
so require, shall include Luxembourg. Notice of any such termination or
appointment and of any changes in the specified offices of the Trustee or any
Paying Agent will be given to the Holder hereof as described below.

Notices

                  All notices to Holders of this Note will be deemed to have
been duly given if published on two separate Business Days in a leading London
daily newspaper (which is expected to be the Financial Times) and, with respect
to any series of Bearer Notes that may be listed on the Luxembourg Stock
Exchange, if such exchange so requires, in Luxembourg in a newspaper of general
circulation in Luxembourg (which is expected to be the Luxemburger Wort). Such
notices shall be deemed to have been given on the date of the first such
publication.

Other Terms

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

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


                                       10

<PAGE>

                  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 or any Coupon shall at any time become
mutilated, destroyed, stolen or lost, it may be replaced at the specified office
of the Principal Paying Agent in London; or, with respect to any series of
Bearer Notes that are listed on the Luxembourg Stock Exchange, at the specified
office of the Paying Agent in Luxembourg, upon payment by the claimant of such
expenses as may be incurred in connection therewith and, in the case of
destruction, theft or loss, on such terms as to evidence and indemnity as the
Company or the Trustee may reasonably require. Mutilated or defaced Bearer Notes
or Coupons must be surrendered before replacements will be issued.

                  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 in the coin or currency, herein
prescribed.

                  The Company may, without the consent of the Holders of the
Notes, consolidate with, merge into, or transfer substantially all of its assets
to, a corporation that is a U.S. Person, provided that the successor corporation
assumes all obligations of the Company under the Notes and certain other
conditions are met, including a waiver by the successor corporation of any right
to redeem the Notes under circumstances in which the successor corporation would
be entitled to redeem the Notes but the Company would not have been entitled to
do so.



                                       11

<PAGE>

                  Except as provided above, the obligation to pay the principal
hereof (and premium, if any) and interest hereon in the designated currency of
payment is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the country of issue of the designated currency of payment or in the
international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment. If the
amount in the designated currency of payment that may be so purchased is for any
reason less than the amount originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in the designated currency
of payment as may be necessary to compensate for any such shortfall.

                  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.

                                       12

<PAGE>

BEARER                                                         PRINCIPAL AMOUNT
NO. FL___                                                      OR FACE AMOUNT
                                                               $ _____________
                                                               CUSIP: _________

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.      COMMON CODE
                        MEDIUM-TERM SENIOR NOTE, SERIES A
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                  IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES

Issue Price:                                                Original Issue Date:

Initial Interest Rate:                                          Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

         Dual Currency Note:         [ ] Yes (see attached)    [ ]  No

         Optional Payment Currency:
         Designated Exchange Rate:

Base Rate:  [ ] CD Rate             [ ] Commercial Paper Rate  [ ] Federal Funds
                                                                   Rate

            [ ] LIBOR Telerate      [ ] LIBOR Reuters          [ ] Treasury Rate

            [ ] Treasury Rate       [ ] Prime Rate
                Constant Maturity

            [ ] Eleventh District                              [ ] EURIBOR
                Cost of Funds Rate

                                    [ ] Other (see attached)

<PAGE>

Interest Reset Period                                            Index Maturity:
or Interest Reset Dates:

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

Indexed Principal Note:                [ ] Yes (see attached) [ ] No

Floating Rate:                         [ ] Indexed Interest   [ ] (see 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:

                                       2

<PAGE>

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

          Final Maturity:

Discount Note:                             [ ] Yes                        [ ] No

          Total Amount of OID:             Yield to Maturity:

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

          Initial Maturity Date:

                   Special Election Interval (if applicable):

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

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                                    [ ] commercial paper

                                    [ ] a shorter term debt security

                                    [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       3

<PAGE>

                  CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (a) the Principal Amount or, in the case of
an Indexed Principal Note, the Face Amount adjusted by reference to prices,
changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein, and (b) accrued interest on the Principal Amount then
outstanding (or, in the case of an Indexed Principal Note, the Face Amount then
outstanding): (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, to the bearer of the interest coupons
attached hereto (the "Coupons") upon surrender thereof as they shall severally
mature at the rates per annum and on the dates, determined as described on the
reverse hereof, until, in each case, the Principal Amount or the Face Amount is
paid or duly provided for in accordance with the terms hereof.

                  For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer Note, any day that is not a Saturday or Sunday and that is
(i) not a day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note or any Coupon is presented for payment or (d) if
the Specified Currency (as defined below) is other than U.S. dollars, the
financial center of the country issuing the Specified Currency (which in the
case of the Euro shall be Brussels, Belgium) and (ii) if the Base Rate specified
above is LIBOR any day on which dealings in deposits in the Specified Currency
are transacted in the London interbank market (a "London Business Day").

                  As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.

                  If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, a portion or
all the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
index (as described above).

                  Except under certain circumstances that may apply if this Note
has a Specified Currency other than U.S. dollars, payments of the principal
hereof and any premium and interest hereon will be made only in the Specified
Currency. Payments in respect of this Note and any Coupon will be made only
against surrender of this Note or such Coupon, at the offices of the Paying
Agents outside the United States listed on the reverse hereof. At the direction
of the Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the

                                       4

<PAGE>

United States (in the case of payments in a currency other than U.S. dollars)
mailed to an address outside the United States furnished by the Holder hereof
or, at the option of the Holder hereof, by wire transfer (pursuant to written
instructions supplied by the Holder hereof) to an account maintained by the
payee with a bank located outside the United States. No payment in respect of
this Note or any Coupon will be made upon presentation of this Note or such
Coupon at any office or agency of the Trustee or any other paying agency
maintained by the Company in the United States, nor will any such payment be
made by transfer to an account, or by mail to an address, in the United States.
Notwithstanding the foregoing, if U.S. dollar payments in respect of this Note
or any Coupons at the offices of all Paying Agents outside the United States
become illegal or are effectively precluded because of the imposition of
exchange controls or similar restrictions on the full payment or receipt of such
amounts in U.S. dollars, the Company will appoint an office or agency (which may
be the Trustee) in the United States at which such payments may be made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

                  This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Citibank, N.A., or its
successor, as authentication agent.

                                       5

<PAGE>

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

Dated:

                                        CITIGROUP GLOBAL MARKETS HOLDINGS
                                          INC.

                                        By _____________________________________
                                           Authorized Officer

[Seal]
                                        Attest _________________________________
                                           Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:
                                        CITIBANK, N.A., as authentication agent

                                         By ____________________________________
                                           Authorized Signatory

                                       6

<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                        MEDIUM-TERM SENIOR NOTE, SERIES A
                   DUE NINE MONTHS OR MORE FROM 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 December 1, 1988, as amended (the
"Indenture"), between the Company and Bank One Trust Company, N.A., as successor
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 bearer form with coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Bearer Notes denominated in U.S. dollars will be U.S.$10,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Bearer Notes denominated in a currency other than U.S. dollars will be unless
otherwise specified herein the approximate equivalents thereof in the Specified
Currency.

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
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 LIBOR, the Commercial Paper Rate, the Treasury Rate, the
Federal Funds Rate, the CD Rate, the Prime Rate, the Eleventh District Cost of
Funds Rate, EURIBOR or any other Base Rate specified on the face hereof.

                  "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.

                                       1

<PAGE>

                  "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 on which
the Calculation Agent is to calculate the interest rate for the 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, Citibank, N.A. 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 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 is
an Eleventh District Cost of Funds Rate Note that resets monthly, the first
calendar day of each month; (vi) if this Note resets quarterly, the third
Wednesday of March, June, September and December of each year; (vii) 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; and (viii) 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

                                       2

<PAGE>

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 and except as set forth
in the next paragraph, the interest payable hereon on each Interest Payment Date
shall be the accrued interest 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 accrued interest
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 is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the Prime Rate, the
Eleventh District Cost of Funds Rate, LIBOR, 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.
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) 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 is the Commercial Paper Rate, the Federal Funds
Rate, the CD Rate, the Prime Rate, the Eleventh District Cost of Funds Rate,
LIBOR, or EURIBOR, or by the actual number of days in the year, if the Base Rate
specified on the face hereof is the Treasury Rate. 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.

                  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

                                       3

<PAGE>

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 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.

                  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)". In the event that such
rate is not published prior to 3:00 p.m., New York City time, on the Calculation
Date (as defined above) pertaining to such CD Rate Determination Date, then the
"CD Rate" for such Interest Reset Period will be the rate on such 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 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 such 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

                                       4

<PAGE>

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).

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". In the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined above) pertaining
to such Commercial Paper Rate Determination Date, then the Commercial Paper Rate
for such Interest Reset Period shall be the Money Market Yield on such
Commercial Paper Rate Determination Date of the rate for commercial paper 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
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 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 such 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 Initial Interest Rate).

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

             Money Market Yield = [(D x 360)/(360 - (D x M))] x 100

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.

                                       5

<PAGE>

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)". In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the Calculation Date
(as defined above) pertaining to such Federal Funds Rate Determination Date, the
"Federal Funds Rate" for such Interest Reset Period shall be the rate on such
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 H.15 Daily Update, then the "Federal Funds Rate" for such Interest
Reset Period shall be the rate on such 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 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, 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. "LIBOR" for each Interest Reset Period will be
determined by the Calculation Agent as follows

                  On the second London Business 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 Telerate
Service ("Telerate") (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

                                       6

<PAGE>

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 the 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, 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 fewer 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 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,
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 an, 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

                                       7

<PAGE>

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 Securities 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 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 Note whose Base Rate is the Treasury Rate, 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 Rate 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

                                       8

<PAGE>

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, and shall 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 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, and shall
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
Telerate, 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

                                       9

<PAGE>

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.

                  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." In the event that such rate is not published prior to 9:00 a.m., New York
City time, on the Calculation Date (as defined above) pertaining to such Prime
Rate Determination Date, then the Prime Rate for such Interest Reset Period
shall be the rate 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).

                                       10

<PAGE>
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.

                  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 (which
page shall include any successor page (as determined by the Calculation Agent))
as of 11:00 a.m., San Francisco time, on such Eleventh District Cost of Funds
Rate Determination Date. 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 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 Telerate
(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 rates as determined by the Calculation Agent.

                  If EURIBOR cannot be determined as described above, 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

                                       11

<PAGE>
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, 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, 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 Inverse Floating Rate shall be equal to (i) in the case of the
period, if any, commencing on the Original 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
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference Rate specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith minus the
interest rate determined by reference to the Base Rate specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, as
adjusted by the Spread and/or Spread Multiplier, if any, as determined in
accordance with the provisions hereof; provided, however, that (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.


                                       12

<PAGE>
Subsequent Interest Periods

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Spread, Spread Multiplier
or method of calculation of 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"). The Company may reset the Spread, Spread Multiplier or method of
calculation of the Interest Rate Interest Rate by notifying the Trustee for this
Note at least 45 but not more than 60 days prior to each Optional Reset Date.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
provide notice (the "Reset Notice"), in accordance with "Notices" below,
indicating whether the Company has elected to reset the Spread, Spread
Multiplier or method of calculation of the Interest Rate, and if so, (i) such
new Spread, Spread Multiplier or method of calculation of the 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 Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the Holder of a Note, such new Spread, Spread
Multiplier or method of calculation of the 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
provide notice of such higher Spread or Spread Multiplier to the Holder of this
Note. Such notice shall be irrevocable. All Bearer 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.

                  The Holder of this Note will have the option to elect
repayment of the Note 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 Paying Agent 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 Paying Agent, 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 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 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. 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 the third



                                       13

<PAGE>
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 this Note shall be calculated in the manner set forth in the
applicable pricing supplement. Any determination of such third party shall in
the absence of manifest error be binding on all parties.

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 unavailable 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 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 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 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. Greece became a
participating member state on January 1, 2001.

                  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.

                                       14

<PAGE>
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 of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), 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 provided in accordance with "Notices" below 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, in 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").

                  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 any
duly appointed paying agent 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


                                       15

<PAGE>
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 thereof, 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 any duly appointed paying agent and, as soon as practicable
following receipt of such Note, such 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, such
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 Stated Maturity

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Stated 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 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 Trustees will mail to the Holder of this
Note not later than 40 days prior to the old Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) in the case of a Floating Rate Note, the
Spread, Spread Multiplier or method of calculation applicable to the Extension
Period, and (iv) the provisions, if any, for redemption during the 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 provision by the Trustee of an Extension Notice to
the Holder hereof, 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
provision of such 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 provide notice of such higher Spread or Spread Multiplier, as the
case may be, to the Holder hereof in accordance with "Notices" below. 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.


                                       16

<PAGE>
                  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 or notification to the Paying Agent 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 Paying Agent, revoke such tender for
repayment until the close of business on the tenth calendar 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. If the Company elects to exercise such option with respect to
this Note, at least 30 days prior to the date of redemption, such Trustee shall
provide notice of such redemption to the Holder hereof in accordance with
"Notices" below. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued to the Holder
hereof upon the cancellation hereof. Notes redeemed prior to the Stated Maturity
must be presented for payment together with all unmatured Coupons, if any,
appertaining thereto, failing which the amount of any missing unmatured Coupon
will be deducted from the sum due for payment.

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Stated 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
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

                  In order for this Note to be repaid, the Principal Paying
Agent must receive this Note at least 30 but not more than 45 days prior to an
Optional Repayment Date. 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 a Discount 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), in lieu of the
principal amount due at the Stated Maturity hereof, shall be the Amortized Face
Amount of this Note


                                       17

<PAGE>
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.

Tax Redemption

                  The Bearer Notes of a series may be redeemed at the option of
the Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

                  The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest to the Holder of this Note or any
Coupon that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in this Note or such Coupon
to be then due and payable. However, the Company will not be required to make
any such payment of additional interest to such Holder for or an account of:

                                       18

<PAGE>
                  (a) any tax, assessment or other governmental charge that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary, settlor
         or beneficiary of, or a Person holding a power over, such Holder, if
         such Holder is an estate or a trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or a corporation) and the
         United States, including, without limitation, such Holder (or such
         fiduciary, settlor, beneficiary, Person holding a power, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in trade or business or present therein or
         having or having had a permanent establishment therein or (ii) such
         Holder's past or present status as a passive foreign investment
         company, a personal holding company, foreign personal holding company,
         a controlled foreign corporation for United States tax purposes or
         private foundation or other tax-exempt organization with respect to the
         United States or as a corporation that accumulates earnings to avoid
         United States federal income tax;

                  (b) any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or other governmental
         charge;

                  (c) any tax, assessment or other governmental charge that
         would not have been imposed but for the presentation by the Holder of
         this Note or such Coupon for payment more than 15 days after the date
         on which such payment became due and payable or on which payment
         thereof was duly provided for, whichever occurred later;

                  (d) any tax, assessment or other governmental charge that is
         payable otherwise than by deduction or withholding from a payment on
         this Note or such Coupon;

                  (e) any tax, assessment or other governmental charge required
         to be deducted or withheld by any Paying Agent from a payment on this
         Note or such Coupon, if such payment can be made without such deduction
         or withholding by any other Paying Agent;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns ten percent or more of
         the combined voting power of all classes of stock of the Company or is
         a controlled foreign corporation related to the Company through stock
         ownership; nor shall such additional interest be paid with respect to a
         payment on this Note or such Coupon to a Holder that is a fiduciary or
         partnership or other than the sole beneficial owner of such payment to
         the extent a beneficiary or settlor with respect to such fiduciary or a
         member of such partnership or a beneficial owner would not have been
         entitled to the additional interest had such beneficiary, settlor,
         member or beneficial owner been the Holder of this Note or such Coupon.

                  The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.

                                       19

<PAGE>
Paying Agents

                  The Company has initially appointed as its Paying Agents for
Bearer Notes of this Series the offices listed below:

                             Principal Paying Agent:

                                 Citibank, N.A.
                                   336 Strand
                                 London WC2R 1HB

                                  Paying Agent:

                        Kredietbank S.A. Luxembourgeoise
                          43 Boulevard Royal Luxembourg
                              Luxembourg City 2955

                  The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent (which may
be the Trustee) in at least one city in Europe, which, so long as Bearer Notes
are listed on the Luxembourg Stock Exchange and the rules of that exchange shall
so require, shall include Luxembourg. Notice of any such termination or
appointment and of any changes in the specified offices of the Trustee or any
Paying Agent will be given to the Holder hereof as described below.

Notices

                  All notices to Holders of this Note will be deemed to have
been duly given if published on two separate Business Days in a leading London
daily newspaper (which is expected to be the Financial Times) and, with respect
to any series of Bearer Notes that may be listed on the Luxembourg Stock
Exchange, if such exchange so requires, in Luxembourg in a newspaper of general
circulation in Luxembourg (which is expected to be the Luxemburger Wort). Such
notices shall be deemed to have been given on the date of the first such
publication.

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 Registered Notes of different authorized denominations, as
requested by the Person surrendering the same.

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

                  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 or any Coupon shall at any time become
mutilated, destroyed, stolen or lost, it may be replaced at the specified office
of the Principal Paying Agent in London; or, with


                                       20




<PAGE>
respect to any series of Bearer Notes that are listed on the Luxembourg Stock
Exchange, at the specified office of the Paying Agent in Luxembourg, upon
payment by the claimant of such expenses as may be incurred in connection
therewith and, in the case of destruction, theft or loss, on such terms as to
evidence and indemnity as the Company or the Trustee may reasonably require.
Mutilated or defaced Bearer Notes or Coupons must be surrendered before
replacements will be issued.

                  All monies paid by the Company to a Trustee or Paying Agent
for the payment of principal of or any premium or interest on any Bearer Note or
for the payment of any Coupon which remain unclaimed at the end of two years
after such payments shall have become due and payable will be repaid to the
Company, at its written request, and the Holder of such Note or Coupon will
thereafter look only to the Company for payment, such payment to be made only
outside the United States.

                  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 in the coin or currency, herein
prescribed.

                  The Company may, without the consent of the Holders of the
Notes, consolidate with, merge into, or transfer substantially all of its assets
to, a corporation that is a U.S. Person, provided that the successor corporation
assumes all obligations of the Company under the Notes and certain other
conditions are met, including a waiver by the successor corporation of any right
to redeem the Notes under circumstances in which the successor corporation would
be entitled to redeem the Notes but the Company would not have been entitled to
do so.

                  Except as provided above, the obligation to pay the principal
hereof (and premium, if any) and interest hereon in the designated currency of
payment is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the


                                       21

<PAGE>
country of issue of the designated currency of payment or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment. If the amount in the
designated currency of payment that may be so purchased is for any reason less
than the amount originally due, the Company shall, as a separate and independent
obligation, pay such additional amounts in the designated currency of payment as
may be necessary to compensate for any such shortfall.

                  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.

                                       22
<PAGE>

BEARER                                               PRINCIPAL AMOUNT
No. FX ___                                           OR FACE AMOUNT
                                                     $
                                                     ---------------------------
                                                     CUSIP:
                                                           ---------------------

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.          COMMON CODE
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES B
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                  IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

Issue Price:                                                Original Issue Date:

Interest Rate:                                                  Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

<TABLE>
<S>                                                  <C>                           <C>
Dual Currency Note:                                  [ ] Yes (see attached)        [ ] No

         Optional Payment Currency:
         Designated Exchange Rate:

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

Indexed Principal Note:                              [ ] Yes (see attached)        [ ] No

Interest Rate Reset:       [ ] The Interest Rate may not be changed prior to Stated Maturity.

                           [ ] The Interest Rate may be changed prior to Stated Maturity (see attached).
Optional Reset Dates (if applicable):

Amortizing Note:                                     [ ] Yes                       [ ] No

Amortization Schedule:
</TABLE>

<PAGE>

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

Initial Maturity Date:
</TABLE>

                 Special Election Interval (if applicable):

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

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                                    [ ] commercial paper

                                    [ ] a shorter term debt security

                                    [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       2

<PAGE>

                  CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof (a) the Principal Amount or, in the case of an
Indexed Principal Note, the Face Amount adjusted by reference to prices, changes
in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein and (b) accrued interest on the Principal Amount then
outstanding (or in the case of an Indexed Principal Note, the Face Amount, then
outstanding) to the bearer of the interest coupons attached hereto (the
"Coupons") at the Interest Rate shown above from the Original Issue Date shown
above or from the most recent date to which interest has been paid or duly
provided for, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith commencing on the first Interest Payment
Date following the Original Issue Date shown above upon presentation and
surrender of the Coupons as they shall severally mature, and on the Stated
Maturity shown above, or upon earlier redemption or repayment, 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 or in the pricing supplement attached hereto or delivered herewith,
interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months or, in the case of an incomplete month, the number of
days elapsed.

                  For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer 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 Bearer Notes having a specified currency other than U.S. dollars
only, other than Bearer Notes denominated in Euros, any day that, in the
principal financial center (as defined below) of the country of the specified
currency, is not a day on which banking institutions generally are authorized or
obligated by law to close; and (iii) with respect to Notes denominated in Euros,
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer ("TARGET") System is open (a "TARGET Business Day").

                  As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.

                  The indebtedness evidenced by this Note is, to the extent set
forth in the Indenture, expressly subordinated and subject in right of payment
to the prior payment in full of Senior Indebtedness as defined in the Indenture,
and this Note is issued subject to such provisions, and each Holder of this
Note, by accepting the same, agrees to and shall be bound by such provisions and
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

                                       3

<PAGE>

payable prior to Stated Maturity in accordance with a schedule, by application
of a formula, or by reference to an Index (as described above).

                  Except under certain circumstances for Notes having Specified
Currencies other than U.S. dollars, payments of the principal hereof and any
premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only against
surrender of this Note or such Coupon, at the offices of the Paying Agents
outside the United States listed on the reverse hereof. At the direction of the
Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

                  This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.

                                       4

<PAGE>

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

Dated:

                                         CITIGROUP GLOBAL MARKETS HOLDINGS INC.

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

[Seal]

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

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                         DEUTSCHE BANK TRUST COMPANY
                                            AMERICAS (formerly BANKERS TRUST
                                            COMPANY), as Trustee

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

                                       5

<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES B
                   DUE NINE MONTHS OR MORE FROM 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 December 1, 1988, as amended (the
"Indenture"), between the Company and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company), 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 bearer form. Unless otherwise specified in
the applicable pricing supplement, the authorized denominations of Bearer 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 Bearer Notes
denominated in a currency other than U.S. dollars will be the approximate
equivalents thereof in the Specified Currency.

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 Interest Rate 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 Stated Maturity",
and except that if so specified in the attached pricing supplement, the rate of
interest payable may be subject to adjustment as specified therein.

                  Unless otherwise set forth herein or in the pricing supplement
attached hereto or delivered herewith, 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

<PAGE>

the pricing supplement attached hereto or delivered herewith, 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") or, in
the case of an incomplete month, the number of days elapsed.

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"). The Company may reset the Interest Rate by notifying the
Trustee for this Note at least 45 but no more than 60 days prior to each
Optional Reset Date. Not later than 40 days prior to each Optional Reset Date,
the Trustee shall provide notice (the "Reset Notice"), in accordance with
"Notices" below, 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
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 provide notice of such higher Interest Rate to the Holder
of this Note. Such notice shall be irrevocable. All Bearer Notes with respect to
which the Interest Rate is reset on an Optional Reset Date will bear such higher
Interest Rate.

                  The Holder of this Note will have the option to elect
repayment of the Note 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 Paying Agent 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 Paying Agent, 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

                                       2

<PAGE>

be different from the Face Amount. If a third party is appointed to calculate or
announce the Index for a particular Indexed Note and the 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 principal amount of this Note shall be calculated
in the manner set forth in the applicable pricing supplement. Any determination
of such third party shall in the absence of manifest error be binding on all
parties.

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 unavailable 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 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 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. Greece became a
participating member state on January 1, 2001.

                                       3

<PAGE>

                  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 of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), 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 provided in accordance with "Notices" below, 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, in 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").

                                       4

<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 any
duly appointed paying agent 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 thereof,
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 such paying agent and, as soon as practicable following receipt
of such Note such 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, such 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 Stated Maturity

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Stated 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 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 days but not more than 60 days prior to the old Stated Maturity of this Note.
If the Company exercises such option, the Trustee shall provide to the Holder of
this Note not later than 40 days prior to the old Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (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 the
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 provision by such Trustee of an Extension Notice
to the Holder hereof, 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
provision of such 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 for this Note and establish a
higher Spread or Spread Multiplier (in the case of a Floating Rate Note) for the
Extension Period, by causing the Trustee to provide notice of such higher
interest rate, as the case may be, to the Holder hereof in accordance with
"Notices" below. Such notice shall be

                                       5

<PAGE>

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 Paying Agent 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 calendar 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. If required under the Federal Reserve Capital Adequacy Rules,
the Company will obtain the prior approval of the Federal Reserve before
exercising its redemption rights. If the Company elects to exercise such option
with respect to this Note, at least 30 days prior to the date of redemption,
such Trustee shall provide notice of such redemption to the Holder hereof in
accordance with "Notices" below. In the event of redemption of this Note in part
only, a new Note or Notes for the unredeemed portion hereof shall be issued to
the Holder hereof upon the cancellation hereof. Notes redeemed prior to Stated
Maturity must be presented for payment together with all unmatured Coupons, if
any, appertaining thereto, failing which the amount of any missing unmatured
Coupon will be deducted from the sum due for payment.

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Stated 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
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

                  In order for this Note to be repaid, the Principal Paying
Agent must receive this Note at least 30 but not more than 45 days prior to an
Optional Repayment Date. 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 this 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 to 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.

                                       6

<PAGE>

                  Notwithstanding anything herein to the contrary, if this Note
is a Discount 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), in lieu of the
principal amount due at the Stated Maturity hereof, 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.

Tax Redemption

                  The Bearer Notes of a series may be redeemed at the option of
the Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

                  The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest to the Holder of this Note or any
Coupon that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any

                                       7

<PAGE>

political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in this Note or such Coupon to be then due and payable.
However, the Company will not be required to make any such payment of additional
interest to such Holder for or an account of:

                  (a) any tax, assessment or other governmental charge that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary, settlor
         or beneficiary of, or a Person holding a power over, such Holder, if
         such Holder is an estate or a trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or a corporation) and the
         United States, including, without limitation, such Holder (or such
         fiduciary, settlor, beneficiary, Person holding a power, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in trade or business or present therein or
         having or having had a permanent establishment therein or (ii) such
         Holder's past or present status as a passive foreign investment
         company, a personal holding company, foreign personal holding company,
         a controlled foreign corporation for United States tax purposes or
         private foundation or other tax-exempt organization with respect to the
         United States or as a corporation that accumulates earnings to avoid
         United States federal income tax;

                  (b)  any estate, inheritance, gift, sales, transfer or
         personal property tax or any similar tax, assessment or other
         governmental charge;

                  (c) any tax, assessment or other governmental charge that
         would not have been imposed but for the presentation by the Holder of
         this Note or such Coupon for payment more than 15 days after the date
         on which such payment became due and payable or on which payment
         thereof was duly provided for, whichever occurred later;

                  (d) any tax, assessment or other governmental charge that is
         payable otherwise than by deduction or withholding from a payment on
         this Note or such Coupon;

                  (e) any tax, assessment or other governmental charge required
         to be deducted or withheld by any Paying Agent from a payment on this
         Note or such Coupon, if such payment can be made without such deduction
         or withholding by any other Paying Agent;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns ten percent or more of
         the combined voting power of all classes of stock of the Company or is
         a controlled foreign corporation related to the Company through stock
         ownership; nor shall such additional interest be paid with respect to a
         payment on this Note or such Coupon to a Holder that is a fiduciary or
         partnership or other than the sole beneficial owner of such payment to
         the extent a beneficiary or settlor with respect to such fiduciary or a
         member of such partnership or a beneficial owner would not have been
         entitled to the additional interest had such beneficiary, settlor,
         member or beneficial owner been the Holder of this Note or such Coupon.

                  The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.

                                       8

<PAGE>

Special Tax Redemption

                  If the Company shall determine that any payment made outside
the United States by the Company or any of its Paying Agents in respect of this
Note or any Coupon appertaining thereto would, under any present or future laws
or regulations of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner that is a United States Alien (other than such a requirement
(a) that would not be applicable to a payment made by the Company or any one of
its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner or (b) that can be satisfied by
such custodian, nominee or other agent certifying to the effect that the
beneficial owner is a United States Alien; provided that, in any case referred
to in clause (a) (ii) or (b), payment by the custodian, nominee, or agent to the
beneficial owner is not otherwise subject to any such requirement), then the
Company shall elect either (x) to redeem such Note in whole, but not in part, at
its Redemption Price, or (y) if the conditions described in the next succeeding
paragraph are satisfied, to pay the additional interest specified in such
paragraph. The Company shall make such determination as soon as practicable and
publish prompt notice thereof stating the effective date of such certification,
documentation, information or other reporting requirement, whether the Company
elects to redeem the Note or to pay the additional interest specified in the
next succeeding paragraph and (if applicable) the last date by which the
redemption of the Note must take place.

                  If this Note is to be redeemed as described in this paragraph,
the redemption shall take place on such date, not later than one year after the
publication of the determination notice, as the Company shall specify by notice
given to the Trustee at least 60 days before the redemption date. Notice of such
redemption shall be given to the Holder of this Note at least 30 but not more
than 60 days prior to the redemption date. Notwithstanding the foregoing, the
Company shall not so redeem the Note if the Company shall subsequently
determine, at least 30 days prior to the redemption date, that subsequent
payments on the Note would not be subject to any such certification,
documentation, information or other reporting requirement, in which case the
Company shall publish prompt notice of such subsequent determination and any
earlier redemption notice given shall be revoked and of no further effect.

                  Prior to the publication of any determination notice, the
Company shall deliver to the Trustee for the Note to be redeemed a certificate
stating that the Company is obligated to make such determination and setting
forth a statement of facts showing that the conditions precedent to the
obligation of the Company to redeem the Note or to pay the additional interest
specified in the next succeeding paragraph have occurred, and an opinion of
independent counsel to the effect that such conditions have occurred.

                  If and so long as the certification, documentation,
information or other reporting requirement referred to in the preceding
paragraph would be fully satisfied by payment of a backup withholding tax or
similar charge, the Company may elect to pay as additional interest such amounts
as may be necessary so that every net payment made outside the United States
following the effective date of such requirement by the Company or any of its
Paying Agents of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any paying agent or any
governmental authority), after deduction or withholding for or on account of
such backup withholding tax or similar charge (other than a backup withholding
tax or similar charge that (i) would not be applicable

                                       9

<PAGE>
in the circumstances referred to in the parenthetical clause of the first
sentence of the first paragraph of this section or (ii) is imposed as a result
of presentation of this Note for payment more than 15 days after the date on
which such payment became due and payable or on which payment thereof was duly
provided for, whichever occurred later), will not be less than the amount then
due and payable.

                  If the Company elects to pay additional interest, then the
Company shall have the right thereafter to redeem this Note at any time in
whole, but not in part, at the Redemption Price, subject to the provisions
described above. If the Company elects to pay additional interest and the
condition specified above should no longer be satisfied, then the Company shall
redeem this Note in whole, but not in part, at the Redemption Price, subject to
the provisions of this section. Any such redemption payments made by the Company
shall be subject to the continuing obligation of the Company to pay additional
interest as described above.

Paying Agents

                  The Company has initially appointed as its Paying Agents for
Bearer Notes of this Series the offices listed below:

                             Principal Paying Agent:

                               Deutsche Bank U.K.
                                Winchester House
                            1 Great Winchester Street
                            London, England EC2 N2DB

                                  Paying Agent:

                            Deutsche Bank Luxembourg
                                  P.O. Box 586
                                L-2015 Luxembourg

                  The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent (which may
be the Trustee) in at least one city in Europe, which, so long as Bearer Notes
are listed on the Luxembourg Stock Exchange and the rules of that exchange shall
so require, shall include Luxembourg. Notice of any such termination or
appointment and of any changes in the specified offices of the Trustee or any
Paying Agent will be given to the Holder hereof as described below.

Notices

                  All notices to Holders of this Note will be deemed to have
been duly given if published on two separate Business Days in a leading London
daily newspaper (which is expected to be the Financial Times) and, with respect
to any series of Bearer Notes that may be listed on the Luxembourg Stock
Exchange, if such exchange so requires, in Luxembourg in a newspaper of general
circulation in Luxembourg (which is expected to be the Luxemburger Wort). Such
notices shall be deemed to have been given on the date of the first such
publication.

                                       10

<PAGE>

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 Bearer Notes of different authorized denominations, as
requested by the Person surrendering the same.

                  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 or any Coupon shall at any time become
mutilated, destroyed, stolen or lost, it may be replaced at the specified office
of the Principal Paying Agent in London; or, with respect to any series of
Bearer Notes that are listed on the Luxembourg Stock Exchange, at the specified
office of the Paying Agent in Luxembourg, upon payment by the claimant of such
expenses as may be incurred in connection therewith and, in the case of
destruction, theft or loss, on such terms as to evidence and indemnity as the
Company or the Trustee may reasonably require. Mutilated or defaced Bearer Notes
or Coupons must be surrendered before replacements will be issued.

                  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 in the coin or currency, herein
prescribed.

                                       11

<PAGE>
                  The Company may, without the consent of the Holders of the
Notes, consolidate with, merge into, or transfer substantially all of its assets
to, a corporation, provided that the successor corporation assumes all
obligations of the Company under the Notes and certain other conditions are met.

                  Except as provided above, the obligation to pay the principal
hereof (and premium, if any) and interest hereon in the designated currency of
payment is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the country of issue of the designated currency of payment or in the
international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment. If the
amount in the designated currency of payment that may be so purchased is for any
reason less than the amount originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in the designated currency
of payment as may be necessary to compensate for any such shortfall.

                  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.

                                       12

<PAGE>

BEARER                                                       PRINCIPAL AMOUNT
NO. FL___                                                    OR FACE AMOUNT
                                                             $
                                                              ------------------
                                                             CUSIP:
                                                                   -------------

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.          COMMON CODE
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES B
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                  IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

Issue Price:                                                Original Issue Date:

Initial Interest Rate:                                          Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

<TABLE>
<S>                                              <C>                            <C>
         Dual Currency Note:                     [ ]  Yes (see attached)        [ ]  No

         Optional Payment Currency:
         Designated Exchange Rate:

Base Rate:           [ ]  CD Rate                [ ]  Commercial Paper Rate     [ ]  Federal Funds
                                                                                     Rate
                     [ ]  LIBOR Telerate         [ ]  LIBOR Reuters             [ ]  Treasury Rate
                     [ ]  Treasury Rate          [ ]  Prime Rate
                          Constant Maturity
                     [ ]  Eleventh District                                     [ ]  EURIBOR
                          Cost of Funds Rate
                                                 [ ]  Other (see attached)
</TABLE>

<PAGE>

<TABLE>
<S>                                              <C>                          <C>
Interest Reset Period                                                         Index Maturity:
or Interest Reset Dates:

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

Indexed Principal Note:                          [ ]  Yes (see attached)        [ ]  No

Floating Rate:                                   [ ]  Indexed Interest 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:
</TABLE>

                                       2

<PAGE>

<TABLE>
<S>                                              <C>                            <C>
Optional Extension of                            [ ]  Yes                       [ ]  No
Stated Maturity:

          Final Maturity:

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:

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                                    [ ] commercial paper

                                    [ ] a shorter term debt security

                                    [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       3

<PAGE>

                  CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (a) the Principal Amount or, in the case of
an Indexed Principal Note, the Face Amount adjusted by reference to prices,
changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein, and (b) accrued interest on the Principal Amount then
outstanding (or, in the case of an Indexed Principal Note, the Face Amount then
outstanding): (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, to the bearer of the interest coupons
attached hereto (the "Coupons") upon surrender thereof as they shall severally
mature at the rates per annum and on the dates, determined as described on the
reverse hereof, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof.

                  For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer Note, any day that is not a Saturday or Sunday and that is
(i) not a day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note or any Coupon is presented for payment or (d) if
the Specified Currency (as defined below) is other than U.S. dollars, the
financial center of the country issuing the Specified Currency (which in the
case of the Euro shall be Brussels, Belgium) and (ii) if the Base Rate specified
above is LIBOR, a London Banking Day. "London Banking Day" means any day on
which dealings in deposits in the Specified Currency are transacted in the
London interbank market (a "London Business Day"); (ii) with respect to Bearer
Notes having a Specified Currency other than US. Dollars only, other than bearer
notes denominated in Euros, any day that, in the principal financial center (as
defined below) of the country of the specified currency, is not a day on which
banking institutions generally are authorized or obligated by law to close; and
(iii) with respect to EURIBOR Notes and Notes denominated in Euros, a day on
which the Trans European Automated Real Time Gross Settlement Express Transfer
("TARGET") System is open (a "Target Business Day").

                  As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.

                  The indebtedness evidenced by this Note is, to the extent set
forth in the Indenture, expressly subordinated and subject in right of payment
to the prior payment in full of Senior Indebtedness as defined in the Indenture,
and this Note is issued subject to such provisions, and each Holder of this
Note, by accepting the same, agrees to and shall be bound by such provisions and

                                       4

<PAGE>

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).

                  Except under certain circumstances that may apply if this Note
has a Specified Currency other than U.S. dollars, payments of the principal
hereof and any premium and interest hereon will be made only in the Specified
Currency. Payments in respect of this Note and any Coupon will be made only
against surrender of this Note or such Coupon, at the offices of the Paying
Agents outside the United States listed on the reverse hereof. At the direction
of the Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

                  This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.

                                       5

<PAGE>

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

Dated:

                                                 CITIGROUP GLOBAL MARKETS
                                                 HOLDINGS INC.

                                                 By_____________________________
                                                     Authorized Officer

[Seal]
                                                 Attest_________________________
                                                     Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:
                                                 DEUTSCHE BANK TRUST COMPANY
                                                     AMERICAS (formerly
                                                     BANKERS TRUST COMPANY),
                                                     as Trustee

                                                 By_____________________________
                                                     Authorized Signatory

                                       6

<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES B
                   DUE NINE MONTHS OR MORE FROM 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 December 1, 1988, as amended (the
"Indenture"), between the Company and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company), 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 bearer form with coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Bearer Notes denominated in U.S. dollars will be U.S.$10,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Bearer Notes denominated in a currency other than U.S. dollars will be the
approximate equivalents thereof in the Specified Currency.

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
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 LIBOR, the Commercial Paper Rate, the Treasury Rate, the
Federal Funds Rate, the CD Rate, the Prime Rate, the Eleventh District Cost of
Funds Rate, EURIBOR or any other Base Rate specified on the face hereof.

                                       1

<PAGE>

                  "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 on which
the Calculation Agent is to calculate the interest rate for the 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, Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), 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 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 is
an Eleventh District Cost of Funds Rate Note that resets monthly, the first
calendar day of each month; (vi) if this Note resets quarterly, the third
Wednesday of March, June, September and December of each year; (vii) 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; and (viii) if this Note resets annually, the third Wednesday
of the month of

                                       2

<PAGE>

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 and except as set forth
in the next paragraph, the interest payable hereon on each Interest Payment Date
shall be the accrued interest 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 accrued interest
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 Stated
Maturity, the interest payable will include interest accrued to, but excluding,
the date of Stated 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 is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the Prime Rate, the
Eleventh District Cost of Funds Rate, LIBOR, 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.
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) 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 is the Commercial Paper Rate, the Federal Funds
Rate, the CD Rate, the Prime Rate, the Eleventh District Cost of Funds Rate,
LIBOR, or EURIBOR, or by the actual number of days in the year, if the Base Rate
specified on the face hereof is the Treasury Rate. 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.

                  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).

                                       3

<PAGE>

                  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 Stated 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 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.

                  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)". In the event that such
rate is not published prior to 3:00 p.m., New York City time, on the Calculation
Date (as defined above) pertaining to such CD Rate Determination Date, then the
"CD Rate" for such Interest Reset Period will be the rate on such 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 H.15 Daily Update, then the "CD Rate" for such Interest
Reset

                                       4

<PAGE>

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 such 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).

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". In the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined above) pertaining
to such Commercial Paper Rate Determination Date, then the Commercial Paper Rate
for such Interest Reset Period shall be the Money Market Yield on such
Commercial Paper Rate Determination Date of the rate for commercial paper 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
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 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 such 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 Initial Interest Rate).

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

                                       5

<PAGE>

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

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)". In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the Calculation Date
(as defined above) pertaining to such Federal Funds Rate Determination Date, the
"Federal Funds Rate" for such Interest Reset Period shall be the rate on such
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 H.15 Daily Update, then the "Federal Funds Rate" for such Interest
Reset Period shall be the rate on such 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 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, 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. "LIBOR" for each Interest Reset Period will be
determined by the Calculation Agent as follows

                  On the second London Business 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

                                       6

<PAGE>

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 Telerate Service ("Telerate") (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 the 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, 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 fewer 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 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,
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 an, 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

                                       7

<PAGE>

"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 Securities 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 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 Note whose Base Rate is the Treasury Rate, 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 Rate 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.

                                       8

<PAGE>

                  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,
and shall 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 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, and shall
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

                                       9

<PAGE>

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
Telerate, 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.

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.

                  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." In the event that such rate is not published prior to 9:00 a.m., New York
City time, on the Calculation Date (as defined above) pertaining to such Prime
Rate Determination Date, then the Prime Rate for such Interest reset Period
shall be the rate 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

                                       10

<PAGE>
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 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.

                  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 (which
page shall include any successor page (as determined by the Calculation Agent))
as of 11:00 a.m., San Francisco time, on such Eleventh District Cost of Funds
Rate Determination Date. 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

                                       11
<PAGE>
EURIBOR Note will determine the offered rates 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, 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 Telerate (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 rates as determined by
the Calculation Agent.

                  If EURIBOR cannot be determined as described above 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, 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, 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 a aforesaid by the Calculation Agent are not quoting rates as mentioned
in this sentence, "EURIBOR" for such Interest Reset Period will be 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 Inverse Floating Rate shall be equal to (i) in the case of the
period, if any, commencing on the Original 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
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference Rate specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith minus the
interest rate determined by reference to the Base Rate specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, as
adjusted by the Spread and/or Spread Multiplier, if any, as determined in
accordance with the

                                       12
<PAGE>
provisions hereof; provided, however, that (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 Stated 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, Spread Multiplier
or method of calculation of 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"). The Company may reset the Spread, Spread Multiplier or method of
calculation of the Interest Rate Interest Rate by notifying the Trustee for this
Note at least 45 but not more than 60 days prior to each Optional Reset Date.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
provide notice of such election (the "Reset Notice"), in accordance with
"Notices" below, indicating whether the Company has elected to reset the Spread,
Spread Multiplier or method of calculation of the Interest Rate, and if so, (i)
such new Spread, Spread Multiplier or method of calculation of the 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 Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the Holder of a Note, such new Spread, Spread
Multiplier or method of calculation of the 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
provide notice of such higher Spread or Spread Multiplier to the Holder of this
Note. Such notice shall be irrevocable. All Bearer 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.

                  The Holder of this Note will have the option to elect
repayment of the Note 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 Paying Agent 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 Paying Agent, revoke such tender for
repayment until the close of business on the tenth day before the Optional Reset
Date.

                                       13

<PAGE>

Indexed Notes

                  If this Note is an Indexed Principal 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 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. 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 the 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 this Note shall be calculated in the manner set forth in the
applicable pricing supplement. Any determination of such third party shall in
the absence of manifest error be binding on all parties.

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 unavailable 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 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 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

                                       14

<PAGE>
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. Greece became a
participating member state on January 1, 2001.

                  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 of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), 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 provided in accordance with "Notices" below 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, in 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

                                       15
<PAGE>
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 any
duly appointed paying agent 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 thereof,
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 any duly appointed paying agent and, as soon as practicable
following receipt of such Note such 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, such
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 Stated Maturity

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Stated 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 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 shall provide to the Holder of
this Note not later than 40 days prior to the old Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) in the case of a Floating Rate Note, the
Spread,

                                       16
<PAGE>
Spread Multiplier or method of calculation applicable to the Extension
Period, and (iv) the provisions, if any, for redemption during the 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 provision by such Trustee of an Extension Notice to
the Holder hereof, 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
provision of such 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 provide notice of such higher Spread or Spread Multiplier, as the
case may be, to the Holder hereof in accordance with "Notices" below. 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 or notification to the Paying Agent 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 Paying Agent, revoke such tender for
repayment until the close of business on the tenth calendar 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. If required under the Federal Reserve Capital Adequacy Rules,
the Company will obtain the prior approval of the Federal Reserve before
exercising its redemption rights. If the Company elects to exercise such option
with respect to this Note, at least 30 days prior to the date of redemption,
such Trustee shall provide notice of such redemption to the Holder hereof in
accordance with "Notices" below. In the event of redemption of this Note in part
only, a new Note or Notes for the unredeemed portion hereof shall be issued to
the Holder hereof upon the cancellation hereof. Notes redeemed prior to Stated
Maturity must be presented for payment together with all unmatured Coupons, if
any, appertaining thereto, failing which the amount of any missing unmatured
Coupon will be deducted from the sum due for payment. Unless this is an
Amortizing Note, this Note will not be subject to any sinking fund.

                  If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable to
Stated 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
accrued interest to the date of

                                       17
<PAGE>
repayment. Notes that are to be repaid prior to Stated Maturity must be
presented for payment together with all unmatured Coupons, if any, appertaining
thereto, failing which the amount of any missing unmatured Coupon will be
deducted from the sum due for payment.

                  In order for this Note to be repaid, the Principal Paying
Agent must receive this Note at least 30 but not more than 45 days prior to an
Optional Repayment Date. 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 this 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 a Discount 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), in lieu of the
principal amount due at the Stated Maturity hereof, 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.

Tax Redemption

                  The Bearer Notes of a series may be redeemed at the option of
the Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their

                                       18
<PAGE>
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

                  The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest to the Holder of this Note or any
Coupon that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in this Note or such Coupon
to be then due and payable. However, the Company will not be required to make
any such payment of additional interest to such Holder for or an account of:

                  (a) any tax, assessment or other governmental charge that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary, settlor
         or beneficiary of, or a Person holding a power over, such Holder, if
         such Holder is an estate or a trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or a corporation) and the
         United States, including, without limitation, such Holder (or such
         fiduciary, settlor, beneficiary, Person holding a power, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in trade or business or present therein or
         having or having had a permanent establishment therein or (ii) such
         Holder's past or present status as a passive foreign investment
         company, a personal holding company, foreign personal holding company,
         a controlled foreign corporation for United States tax purposes or
         private foundation or other tax-exempt organization with respect to the
         United States or as a corporation that accumulates earnings to avoid
         United States federal income tax;

                  (b) any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or other governmental
         charge;

                  (c) any tax, assessment or other governmental charge that
         would not have been imposed but for the presentation by the Holder of
         this Note or such Coupon for payment more than 15 days after the date
         on which such payment became due and payable or on which payment
         thereof was duly provided for, whichever occurred later;

                  (d) any tax, assessment or other governmental charge that is
         payable otherwise than by deduction or withholding from a payment on
         this Note or such Coupon;

                                       19
<PAGE>

                  (e) any tax, assessment or other governmental charge required
         to be deducted or withheld by any Paying Agent from a payment on this
         Note or such Coupon, if such payment can be made without such deduction
         or withholding by any other Paying Agent;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns ten percent or more of
         the combined voting power of all classes of stock of the Company or is
         a controlled foreign corporation related to the Company through stock
         ownership; nor shall such additional interest be paid with respect to a
         payment on this Note or such Coupon to a Holder that is a fiduciary or
         partnership or other than the sole beneficial owner of such payment to
         the extent a beneficiary or settlor with respect to such fiduciary or a
         member of such partnership or a beneficial owner would not have been
         entitled to the additional interest had such beneficiary, settlor,
         member or beneficial owner been the Holder of this Note or such Coupon.

                  The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is,
for United States federal income tax purposes, a foreign corporation, a
nonresident alien individual or a nonresident alien fiduciary of a foreign
estate or trust.

Paying Agents

                  The Company has initially appointed as its Paying Agents for
Bearer Notes of this Series the offices listed below:

                             Principal Paying Agent:

                               Deutsche Bank U.K.
                                Winchester House
                            1 Great Winchester Street
                            London, England EC2 N2DB

                                  Paying Agent:

                            Deutsche Bank Luxembourg
                                  P.O. Box 586
                                L-2015 Luxembourg

                  The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent (which may
be the Trustee) in at least one city in Europe, which, so long as Bearer Notes
are listed on the Luxembourg Stock Exchange and the rules of that exchange shall
so require, shall include Luxembourg. Notice of any such termination or
appointment and of any changes in the specified offices of the Trustee or any
Paying Agent will be given to the Holder hereof as described below.

                                       20
<PAGE>
Notices

                  All notices to Holders of this Note will be deemed to have
been duly given if published on two separate Business Days in a leading London
daily newspaper (which is expected to be the Financial Times) and, with respect
to any series of Bearer Notes that may be listed on the Luxembourg Stock
Exchange, if such exchange so requires, in Luxembourg in a newspaper of general
circulation in Luxembourg (which is expected to be the Luxemburger Wort). Such
notices shall be deemed to have been given on the date of the first such
publication.

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 Registered Notes of different authorized denominations, as
requested by the Person surrendering the same.

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

                  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 or any Coupon shall at any time become
mutilated, destroyed, stolen or lost, it may be replaced at the specified office
of the Principal Paying Agent in London; or, with respect to any series of
Bearer Notes that are listed on the Luxembourg Stock Exchange, at the specified
office of the Paying Agent in Luxembourg, upon payment by the claimant of such
expenses as may be incurred in connection therewith and, in the case of
destruction, theft or loss, on such terms as to evidence and indemnity as the
Company or the Trustee may reasonably require. Mutilated or defaced Bearer Notes
or Coupons must be surrendered before replacements will be issued.

                  All monies paid by the Company to a Trustee or Paying Agent
for the payment of principal of or any premium or interest on any Bearer Note or
for the payment of any Coupon which remain unclaimed at the end of two years
after such payments shall have become due and payable will be repaid to the
Company, at its written request, and the Holder of such Note or Coupon will
thereafter look only to the Company for payment, such payment to be made only
outside the United States.

                  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

                                       21
<PAGE>
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 in the coin or currency, herein
prescribed.

                  The Company may, without the consent of the Holders of the
Notes, consolidate with, merge into, or transfer substantially all of its assets
to, a corporation, provided that the successor corporation assumes all
obligations of the Company under the Notes and certain other conditions are met.

                  Except as provided above, the obligation to pay the principal
hereof (and premium, if any) and interest hereon in the designated currency of
payment is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the country of issue of the designated currency of payment or in the
international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment. If the
amount in the designated currency of payment that may be so purchased is for any
reason less than the amount originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in the designated currency
of payment as may be necessary to compensate for any such shortfall.

                  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.

                                       22