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

    


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

     

    CITIGROUP
      INC.

    Floating
      Rate Notes due December 21, 2012

    

      
        	
                REGISTERED

              	
                REGISTERED

              


      

    

    


    CUSIP:
      172967 EN7

    ISIN:
      US172967EN72

     

    
      
        	
                No.
                  R-0001-DTC-A

              	
                ¥0

              


      

    

    


    CITIGROUP
      INC., a Delaware corporation (the "Company", which term includes any successor
      Person under the Indenture), for value received, hereby promises to pay to
      Cede
& Co., or registered assigns, the principal sum of ¥0 (or such other
      principal sum as has been most lately endorsed on the Schedule of Exchanges
      of
      Interests hereto) on December 21, 2012 and to pay interest thereon from and
      including December 21, 2007 or from the most recent Interest Payment Date to
      which interest has been paid or duly provided for, quarterly on March 21, June
      21, September 21 and December 21 of each year, commencing March 25, 2008, at
      the
      rate per annum for each Interest Period of three-month Yen LIBOR, determined
      as
      provided herein, plus 0.90% until the principal hereof is paid or made available
      for payment. The interest so payable, and punctually paid or duly provided
      for,
      on any Interest Payment Date will, as provided in the Indenture, be paid to
      the
      Person in whose name this Note is registered at the close of business on the
      Record Date for such interest, which shall be the Business Day immediately
      preceding such Interest Payment Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    Interest
      hereon will be calculated on the basis of the actual number of days elapsed
      in
      an Interest Period and a 360-day year. All Yen amounts resulting from such
      calculation will be rounded to the nearest Yen, with five-tenths or more of
¥1
      being rounded upward to the nearest ¥1 per Note. An "Interest Period" shall be
      the period from and including an Interest Payment Date (or from December 21,
      2007 in the case of the first Interest Payment Date) to and including the day
      immediately preceding the next Interest Payment Date.

    


    If
      either
      a date for payment of principal or interest on the Notes or the Maturity of
      the
      Notes falls on a day that is not a Business Day, the related payment of
      principal or interest will be made on the next succeeding Business Day as if
      made on the date the payment was due. No interest will accrue on any amounts
      payable for the period from and after the date for payment of principal or
      interest on the Notes or the Maturity of the Notes. For these purposes,
      "Business Day" means any day which is a day on which commercial banks and
      foreign exchange markets settle payments and are open for general business
      (including dealings in foreign exchange and foreign currency deposits) in (a)
      the relevant place of payment and (b) each of The City of New York, Tokyo and
      London.

    


    Payment
      of the principal of and interest on this Note will be made at the office or
      agency of the Company maintained for that purpose in London or The City of
      New
      York in Japanese Yen, provided that holders of interests in this Note through
      The Depository Trust Company will receive payment in United States dollars
      unless they make an election to receive payment in Japanese Yen in accordance
      with the procedures of The Depository Trust Company and the Fiscal Agency
      Agreement dated as of December 21, 2007 (the "Fiscal Agency Agreement"), in
      which case the exchange agent under the Fiscal Agency Agreement will convert
      the
      Japanese Yen paid by the Company into U.S. dollars in accordance with the Fiscal
      Agency Agreement.

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	Dated: December 21, 2007	 	 
	 	 	 
	 	CITIGROUP INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Title:
                Controller and Chief Accounting
                Officer 

            




    
      	ATTEST:	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
                

              

              Assistant Secretary

            	 	 	
            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	Dated: December 21, 2007	 	 
	 	 	 
	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

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


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    This
      Note
      is one of a duly authorized issue of Securities of the Company (the "Notes"),
      issued and to be issued in one or more series under the Indenture, dated as
      of
      March 15, 1987 (as amended and supplemented to date, the "Indenture"), between
      the Company and The Bank of New York, as Trustee (the "Trustee", which term
      includes any successor trustee under the Indenture), to which Indenture and
      all
      indentures supplemental thereto reference is hereby made for a statement of
      the
      respective rights, limitations of rights, duties and immunities thereunder
      of
      the Company, the Trustee and the holders of the Notes and of the terms upon
      which the Notes are, and are to be, authenticated and delivered. This Note
      is
      one of the series designated on the face hereof, initially issued in the
      aggregate principal amount of ¥100,000,000,000.

    


    This
      Note
      will bear interest for each Interest Period at a rate determined by Citibank,
      N.A., acting as Calculation Agent. The interest rate on this Note for a
      particular Interest Period will be a per annum rate equal to three-month Yen
      LIBOR as determined on the related Interest Determination Date, plus 0.90%.
      The
      Interest Determination Date for an Interest Period will be the second London
      business day preceding such Interest Period. The Interest Determination Date
      for
      the first Interest Period was December 19, 2007. Promptly upon determination,
      the Calculation Agent will inform the Trustee and the Company of the interest
      rate for the next Interest Period. Absent manifest error, the determination
      of
      the interest rate by the Calculation Agent shall be binding and conclusive
      on
      the holders of Notes, the Trustee and the Company.

    


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

    


    On
      any
      Interest Determination Date, Yen LIBOR will be equal to the offered rate for
      deposits in Yen having an index maturity of three months for the next Interest
      Period, in amounts of at least Yen 1,000,000,000, as such rate appears on
      Reuters LIBOR01 Page at approximately 11:00 a.m., London time, on such Interest
      Determination Date. If the Reuters LIBOR01 Page is replaced by another service
      or ceases to exist, the Calculation Agent will use the replacing service or
      such
      other service that may be nominated by the British Bankers' Association for
      the
      purpose of displaying London interbank offered rates for Yen
      deposits.

    


    If
      no
      offered rate appears on Reuters LIBOR01 Page on an Interest Determination Date
      at approximately 11:00 a.m., London time, then the Calculation Agent (after
      consultation with the Company) will select four major banks in the London
      interbank market and shall request each of their principal London offices to
      provide a quotation of the rate at which three-month deposits in Yen in amounts
      of at least Yen 1,000,000,000 are offered by it to prime banks in the London
      interbank market, on that date and at that time, that is representative of
      single transactions at that time. If at least two quotations are provided,
      Yen
      LIBOR will be the arithmetic average of the quotations provided. Otherwise,
      the
      Calculation Agent (after consultation with the Company) will select three major
      banks in New York City and shall request each of them to provide a quotation
      of
      the rate offered by them at approximately 11:00 a.m., New York City time, on
      the
      Interest Determination Date for loans in Yen to leading European banks having
      an
      index maturity of three months for the applicable Interest Period in an amount
      of at least Yen 1,000,000,000 that is representative of single transactions
      at
      that time. If three quotations are provided, Yen LIBOR will be the arithmetic
      average of the quotations provided. Otherwise, the rate of Yen LIBOR for the
      next Interest Period will be set equal to the rate of Yen LIBOR for the current
      Interest Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    So
      long
      as the Notes of this series are in the form of Global Securities only, all
      Notes
      of this series will collectively be evidenced (a) by this Global Note (the
      "DTC
      Global Note") and (b) by the Global Security of this series registered in the
      name of Citivic Nominees Limited (the "International Global Note"). The DTC
      Global Note and the International Global Note will at all times collectively
      represent the aggregate principal amount of this series outstanding from time
      to
      time. If at any time a portion of the International Global Note is exchanged
      for
      an interest in the DTC Global Note, the principal amount of the DTC Global
      Note
      shall be increased by the amount of such portion, and the DTC Global Note shall
      be endorsed on the Schedule of Exchanges of Interests thereto to reflect such
      principal increase, subject to the limitation that in no event may the principal
      amount of the DTC Global Note be greater than the equivalent in U.S. dollars
      of
      $500,000,000. If at any time a portion of the DTC Global Note is exchanged
      for
      an interest in the International Global Note, the principal amount of the DTC
      Global Note shall be decreased by the amount of such portion, and the DTC Global
      Note shall be endorsed on the Schedule of Exchanges of Interests thereto to
      reflect such principal decrease. To ascertain the U.S. dollar equivalent of
      the
      principal amount endorsed on the Schedule of Exchanges of Interests attached
      to
      the DTC Global Note, inquiry shall be made of the exchange agent under the
      Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange
      agent (and the date of such quote) shall be noted on such Schedule of Exchanges
      of Interests next to the corresponding Yen amount.

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency, herein
      prescribed.

    


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

    


    The
      Notes
      represented by this Global Security are exchangeable for definitive Notes in
      certificated form of like tenor as such Notes in denominations of ¥100,000 and
      integral multiples thereof only if (i) the Depository notifies the Company
      that it is unwilling or unable to continue as Depository for the DTC Global
      Note
      or (ii) the Depository ceases to be a clearing agency registered under the
      Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System
      and Clearstream Banking, société anonyme, notify the Company that they are
      unwilling or unable to continue as a clearing system for the International
      Global Note or (iv) the Company in its sole discretion decides to allow the
      Notes to be exchanged for definitive Notes in registered form. Any Notes that
      are exchangeable pursuant to the preceding sentence are exchangeable for
      certificated Notes issuable in authorized denominations and registered in such
      names as the Depository shall direct. As provided in the Indenture and subject
      to certain limitations therein set forth, the transfer of definitive Notes
      in
      certificated form is registrable in the register maintained by the Company
      for
      such purpose, upon surrender of the definitive Note for registration of transfer
      at the office or agency of the Company in any place where the principal of
      and
      interest on the definitive Note are payable, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Company and the
      registrar duly executed by, the holder thereof or his attorney duly authorized
      in writing, and thereupon one or more new Notes of this series and of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees. Subject to the
      foregoing, this Note is not exchangeable, except for a Global Security or Global
      Securities of this issue of the same principal amount to be registered in the
      name of the Depository or its nominee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    


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

    


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

    


    
      	 	
              (1)

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

            


    

    
      	 	 	
              (a)

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

            


    

    
      	 	 	
              (b)

            	
              having
                had such a relationship in the past
                or

            


    

    
      	 	 	
              (c)

            	
              being
                considered as having had such a
                relationship.

            


    

    


    
      	 	
              (2)

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

            


    

    
      	 	
               

            	
              (a)

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

            


    

    
      	 	
               

            	
              (b)

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

            


    

    
      	 	
               

            	
              (c)

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

            


    

    


    
      	 	
              (3)

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

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
               

            	
              (a)

            	
              personal
                holding company;

            


    

    
      	 	
               

            	
              (b)

            	
              foreign
                personal holding company;

            


    

    
      	 	
               

            	
              (c)

            	
              foreign
                private foundation or other foreign tax-exempt
                organization;

            


    

    
      	 	
               

            	
              (d)

            	
              passive
                foreign investment company;

            


    

    
      	 	
               

            	
              (e)

            	
              controlled
                foreign corporation or

            


    

    
      	 	
               

            	
              (f)

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

            


    

    


    
      	 	
              (4)

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

            


    

    


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

    


    
      	 	
              (5)

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

            


    

    
      	 	
               

            	
              (a)

            	
              fiduciary;

            


    

    
      	 	
               

            	
              (b)

            	
              partnership;

            


    

    
      	 	
               

            	
              (c)

            	
              limited
                liability company or

            


    

    
      	 	
               

            	
              (d)

            	
              other
                fiscally transparent entity

            


    

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

            


    

    


    
      	 	
              (6)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (7)

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

            


    

    


    
      	 	
              (8)

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

            


    

    


    
      	 	
              (9)

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

            


    

    


    
      	 	
              (10)

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

            


    

    
      	 	
               

            	
              (a)

            	
              estate
                tax;

            


    

    
      	 	
               

            	
              (b)

            	
              inheritance
                tax;

            


    

    
      	 	
               

            	
              (c)

            	
              gift
                tax;

            


    

    
      	 	
               

            	
              (d)

            	
              sales
                tax;

            


    

    
      	 	
               

            	
              (e)

            	
              excise
                tax;

            


    

    
      	 	
               

            	
              (f)

            	
              transfer
                tax;

            


    

    
      	 	
               

            	
              (g)

            	
              wealth
                tax;

            


    

    
      	 	
               

            	
              (h)

            	
              personal
                property tax or

            


    

    
      	 	
               

            	
              (i)

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

            


    

    


    
      	 	
              (11)

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

            


    

    


    
      	 	
              (12)

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

            


    

    


    
      	 	
              (13)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    
      	 	
              (a)

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

            


    

    
      	 	
              (b)

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

            


    

    
      	 	
              (c)

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

            


    

    
      	 	
              (d)

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

            


    

    


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

    


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

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

    
      	 	 	
              (a)

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

            


    

    
      	 	 	
              (b)

            	
              the
                obligation to pay Additional Amounts arises as a result of any change
                in
                the laws, regulations or rulings of the United States, or an official
                position regarding the application or interpretation of such laws,
                regulations or rulings, which change is announced or becomes effective
                on
                or after December 4, 2007 and

            


    

    
      	 	 	
              (c)

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

            


    

    


    
      	 	
              (2)

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

            


    

    
      	 	 	
              (a)

            	
              any
                act is taken by a taxing authority of the United States on or after
                December 4, 2007, whether or not such act is taken in relation to
                the
                Company or any affiliate, that results in a substantial probability
                that
                the Company will or may be required to pay Additional Amounts as
                described
                under above;

            


    

    
      	 	 	
              (b)

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

            


    

    
      	 	 	
              (c)

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

            


    

    


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

    


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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF INTERESTS

    


    The
      following exchanges of a part of this Note for an interest in another Global
      Security or for a certificated Note, or exchanges of a part of another Global
      Security or certificated Note for an interest in this Note, have been
      made:

     

    
      
        	
                Date
                  of
                  

                Exchange

              	
                Amount
                  of
                  decrease
                  

                in
                  Principal Amount 

                of
                  this Note

              	
                Amount
                  of increase 

                in
                  Principal Amount 

                of
                  this Note

              	
                Principal
                  Amount of 

                this
                  Note following 

                such
                  decrease (or 

                increase)

              	
                Signature
                  of 

                Authorized
                  

                Officer
                  of 

                Trustee
                  or 

                Fiscal
                  Agent

              
	 	 	 
	
                December
                  21, 2007 (original issuance) 

              	
                ¥0
                  

              	
                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

     

    
      	
              *

            	
              This
                Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or
                other
                agent of the Company in respect of this Note, and, if so used, shall
                be
                deemed a part thereof for all
                purposes.