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                                                                    EXHIBIT 4.01

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

No. R-1                                            INITIAL PRINCIPAL AMOUNT
CUSIP 173078 20 5                                  REPRESENTED $ 52,500,000
                                                   representing 5,250,000 PACERS
                                                   ($10 per PACERS)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
         Premium MAndatory Callable Equity-Linked SecuRitieS (PACERS(SM))
    Based Upon the Common Stock of JPMorgan Chase & Co. Due November 30, 2007

      Citigroup Global Markets Holdings Inc., a New York corporation
(hereinafter referred to as the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value received and on
condition that this Note is not redeemed by the Company prior to November 30,
2007 (the "Stated Maturity Date"), hereby promises to pay to CEDE & CO., or its
registered assigns, the Maturity Payment (as defined below), on the Stated
Maturity Date. This Note will not bear interest, is not subject to any sinking
fund, is not subject to redemption at the option of the holder thereof prior to
the Stated Maturity Date, and is not subject to the defeasance provisions of the
Indenture.

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

      This Note is one of the series of Premium MAndatory Callable Equity-Linked
SecuRitieS (PACERS(SM)) Based Upon the Common Stock of JPMorgan Chase & Co. Due
November 30, 2007 (the "PACERS").

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INTEREST

      The PACERS do not bear interest. No payments on the PACERS will be made
until the Stated Maturity Date, unless the Company is required to call the
PACERS, as described below.

MANDATORY CALL FEATURE

      The Company is required to call the PACERS, in whole, but not in part, if
the Trading Price of JPMorgan Chase common stock at the close of trading on any
Trading Day during the three Trading-Day periods starting on and including
November 25, 2005, November 24, 2006 or November 23, 2007 (each, a "Call
Determination Period") is greater than or equal to the Initial Share Price of
$37.56. The Trading Day within a Call Determination Period on which the PACERS
are called, if any, is the Call Date. If the Company calls the PACERS, holders
of PACERS will receive for each PACERS a price in cash (the "Call Price") equal
to the sum of $10 and a Mandatory Call Premium. The Mandatory Call Premium will
equal $0.90 if the PACERS are called during the Call Determination Period
beginning on November 25, 2005; $1.80 if the PACERS are called during the Call
Determination Period beginning on November 24, 2006; and $2.70 if the PACERS are
called during the Call Determination Period beginning on November 23, 2007.

      If the Company calls the PACERS during the Call Determination Period
beginning on November 25, 2005 or November 24, 2006, the Company will provide
notice of the call, including the exact call payment date, within one business
day after the Call Date, and the call payment date will be at least ten business
days, but not more than 60 days after the Call Date. If the Company calls the
PACERS during the Call Determination Period beginning on November 23, 2007, the
Company will not provide notice of a call but will pay the Call Price to holders
of PACERS on the Stated Maturity Date.

      So long as the PACERS are represented by this Note and are held on behalf
of DTC, call notices and other notices will be given by delivery to DTC. If the
PACERS are no longer represented by this Note or are not held on behalf of DTC,
call notices and other notices will be published in a leading daily newspaper in
the City of New York, which is expected to be The Wall Street Journal.

PAYMENT AT MATURITY

      If the Company calls the PACERS during the Call Determination Period
beginning on November 23, 2007, on the Stated Maturity Date, holders of PACERS
will receive for each PACERS a Call Price in cash equal to $ 12.70, the sum of
$10 and the applicable Mandatory Call Premium. If the Company does not call the
PACERS during such period, holders of PACERS will receive for each PACERS the
Maturity Payment described below.

DETERMINATION OF THE MATURITY PAYMENT

      The Maturity Payment for each PACERS will equal either:


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      -     a number of shares of JPMorgan Chase common stock equal to the
            Exchange Ratio, if the Trading Price of JPMorgan Chase common stock
            at the close of trading on any Trading Day after November 23, 2004
            up to and including the third Trading Day before the Stated Maturity
            Date is less than or equal to $26.29 (or approximately 70% of the
            Initial Share Price), which price we refer to as the "Downside
            Trigger Price," or

      -     $10 in cash.

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

      The "Initial Share Price" equals $37.56, the price per share of JPMorgan
Chase common stock at the market close on November 23, 2004.

      The "Exchange Ratio" equals 0.26624.

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

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

      The "Trading Price" of JPMorgan Chase common stock on any date of
determination will be (1) if the common stock is listed on a national securities
exchange on that date of determination, any reported sale price, regular way, of
the principal trading session on that date on the principal U.S. exchange on
which the common stock is listed or admitted to trading, (2) if the common stock
is not listed on a national securities exchange on that date of determination,
or if the reported sale price on such exchange is not obtainable (even if the
common stock is listed or admitted to trading on such exchange), and the common
stock is quoted on the Nasdaq


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

      DILUTION ADJUSTMENTS

      If JPMorgan Chase, after the closing date of the offering of the PACERS,

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

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

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

      (4) issues by reclassification of shares of its common stock any shares of
other common stock of JPMorgan Chase,

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

      If JPMorgan Chase, after the closing date, issues, or declares a record
date in respect of an issuance of, rights or warrants to all holders of its
common stock entitling them to subscribe for or purchase shares of its common
stock at a price per share less than the Then-Current


                                       4
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Market Price of the common stock, other than rights to purchase common stock
pursuant to a plan for the reinvestment of dividends or interest, then, in each
case, the Exchange Ratio will be multiplied by a dilution adjustment equal to a
fraction, the numerator of which will be the number of shares of common stock
outstanding immediately before the adjustment is effected, plus the number of
additional shares of common stock offered for subscription or purchase pursuant
to the rights or warrants, and the denominator of which will be the number of
shares of common stock outstanding immediately before the adjustment is effected
by reason of the issuance of the rights or warrants, plus the number of
additional shares of common stock which the aggregate offering price of the
total number of shares of common stock offered for subscription or purchase
pursuant to the rights or warrants would purchase at the Then-Current Market
Price of the common stock, which will be determined by multiplying the total
number of shares so offered for subscription or purchase by the exercise price
of the rights or warrants and dividing the product obtained by the Then-Current
Market Price. To the extent that, after the expiration of the rights or
warrants, the shares of common stock offered thereby have not been delivered,
the Exchange Ratio will be further adjusted to equal the Exchange Ratio which
would have been in effect had the adjustment for the issuance of the rights or
warrants been made upon the basis of delivery of only the number of shares of
common stock actually delivered. The Initial Share Price and the Downside
Trigger Price will also be adjusted in that case in the manner described below.

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

      Notwithstanding the foregoing, in the event that, with respect to any
dividend or distribution to which the above paragraph would otherwise apply, the
denominator in the fraction referred to in the above formula is less than $1.00
or is a negative number, then the Company may, at its option, elect to have the
adjustment provided by the above paragraph not be made and in lieu of this
adjustment, the Trading Price of JPMorgan Chase common stock on any Trading Day
thereafter up to and including the third Trading Day before the Stated Maturity
Date will be deemed to be equal to the fair market value of the capital stock,
evidences of indebtedness, assets, rights or warrants (determined, as of the
date this dividend or distribution is made, by a nationally recognized
independent investment banking firm retained for this purpose by the Company,
whose determination will be final) so distributed or issued applicable to one
share of


                                       5
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JPMorgan Chase common stock and, if the Trading Price of JPMorgan Chase common
stock on any Trading Day thereafter, up to and including the third Trading Day
before the Stated Maturity Date, is less than or equal to approximately $26.29
(or 70% of the Initial Share Price), each holder of the PACERS will have the
right to receive at maturity cash in an amount per PACERS equal to the Exchange
Ratio multiplied by such fair market value.

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

      For the purposes of these adjustments:

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

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

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


                                       6
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and, if the Trading Price of JPMorgan Chase common stock on any Trading Day
thereafter, up to and including the third Trading Day before the Stated Maturity
Date, is less than or equal to $26.29 (or approximately 70% of the Initial Share
Price), each holder of the PACERS will have the right to receive at maturity
cash in an amount per PACERS equal to the Exchange Ratio multiplied by such sum.

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

      Each dilution adjustment will be effected as follows:

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

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

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

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

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


                                       7
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adjustments previously applied to the Exchange Ratio will not be rescinded but
will be applied to the Reorganization Event as provided for below.

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

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


                                       8
<PAGE>

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

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

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

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

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

      -     any liquidation, dissolution or winding up of JPMorgan Chase or any
            successor of JPMorgan Chase,

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

      The "Transaction Value" will be the sum of:

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

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

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

      "Marketable Securities" are any perpetual equity securities or debt
securities with a stated maturity after the maturity date, in each case that are
listed on a U.S. national securities exchange or reported by the Nasdaq National
Market. The number of shares of any equity securities constituting Marketable
Securities included in the calculation of Transaction Value pursuant to


                                       9
<PAGE>

clause (3) above will be adjusted if any event occurs with respect to the
Marketable Securities or the issuer of the Marketable Securities between the
time of the Reorganization Event and maturity that would have required an
adjustment as described above, had it occurred with respect to JPMorgan Chase
common stock. Adjustment for these subsequent events will be as nearly
equivalent as practicable to the adjustments described above.

      If JPMorgan Chase common stock has been subject to a Reorganization Event
and the Trading Price of JPMorgan Chase common stock on any Trading Day
thereafter, up to and including the third Trading Day before the Stated Maturity
Date, is less than or equal to $26.29 (or approximately 70% of the Initial Share
Price), then each holder of the PACERS will have the right to receive per $10
principal amount of PACERS (i) cash in an amount equal to the Exchange Ratio
multiplied by the sum of clauses (1) and (2) in the definition of "Transaction
Value" above and (ii) the number of Marketable Securities received for each
share of stock in the Reorganization Event multiplied by the Exchange Ratio.

GENERAL

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

      In case an Event of Default with respect to the PACERS shall have occurred
and be continuing, the amount declared due and payable upon any acceleration of
the PACERS permitted by the Indenture will be determined by the calculation
agent and will be equal to, with respect to this Note, the Call Price or
Maturity Payment, as applicable, calculated as though the Call Date or Stated
Maturity Date of this Note were the date of early repayment. In case of default
at the Stated Maturity Date of this Note, this Note shall bear interest, payable
upon demand of the beneficial owners of this Note in accordance with the terms
of the PACERS, from and after the Stated Maturity Date through the date when
payment of such amount has been made or duly provided for, at the rate of 3.50%
per annum on the unpaid amount (or the cash equivalent of such unpaid amount)
due.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and a majority in
aggregate principal amount of the Debt Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time Outstanding, on behalf of the holders of
all Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past


                                       10
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defaults under the Indenture and their consequences. Any such consent or waiver
by the holder of this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.

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

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

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


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<PAGE>


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

                                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.


                                     By:    /s/ Scott Freidenrich
                                           -------------------------------------
                                           Name:  Scott Freidenrich
                                           Title: Executive Vice President
                                                  and Treasurer

Corporate Seal
Attest:

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

Dated: November 29, 2004

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

The Bank of New York,
as Trustee

By:   /s/ Geovanni Barris
     -----------------------------
     Name: Geovanni Barris


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