REGISTERED

              NO.
      FX___

            	
              PRINCIPAL
      AMOUNT

              OR
      FACE AMOUNT

              $_________________

              CUSIP:
      ____________

            
	 
      	 
      


    

    CITIGROUP
FUNDING INC.

    FDIC-GUARANTEED
MEDIUM-TERM SENIOR NOTE, SERIES D

    PAYMENTS
DUE FROM CITIGROUP FUNDING INC.

    FULLY AND
UNCONDITIONALLY GUARANTEED

    BY
CITIGROUP INC.

     (FIXED
RATE)

     

    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:  

                	
                  o Yes  (see
      attached)

                	
                  o No

                


        

      

       

      Optional
Payment Currency:

      Designated
Exchange Rate:

       

      
        
          
            
              
                
                  	
                          Interest
      Payment Dates:  Accrue to Pay:  

                        	
                          o Yes

                        	
                          o No

                        
	 
      	 
      	 
      
	
                          Indexed
      Principal Note:    

                        	
                          o Yes  (see
      attached)

                        	
                          o No

                        
	 
      	 
      	 
      
	
                           

                        	
                                
                             

                          

                        	
                           

                        
	      
                          Interest
      Rate Reset:

                        	o The Interest
      Rate may not be changed prior to Stated Maturity
	 
      	 	 
      
	
                           

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


                

              

            

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      Optional
      Reset Dates (if applicable):

                                                                                    	
                                                                                       

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      	 
      
	
                                                                                      Amortizing
      Note:

                                                                                    	
                                                                                      o Yes

                                                                                    	
                                                                                      o No

                                                                                    
	 	 	 
	Amortization
      Schedule:	 	 
	 	 	 
	Optional
      Redemption:	      
                                                                                      o Yes

                                                                                    	      
                                                                                      o No

                                                                                    
	 	 	 
	Optional
      Redemption Dates:	 	 
	 	 	 
	Redemption
      Prices:	 	 
	 	 	 
	Bond
      Yield to Maturity: 	Bond
      Yield to Call:	 
	 	 	 
	Optional
      Repayment:	      
                                                                                      o Yes

                                                                                    	      
                                                                                      o No

                                                                                    
	 	 	 
	Optional
      Repayment Dates:	Optional
      Repayment Prices:	 
	 	 	 
	Optional
      Extension of Stated Maturity:	      
                                                                                      o Yes

                                                                                    	      
                                                                                      o No

                                                                                    
	 	 	 
	Final
      Maturity:	 	 
	 	 	 
	Original
      Issue Discount Note:	      
                                                                                      o Yes

                                                                                    	      
                                                                                      o No

                                                                                    
	 	 	 
	Total
      Amount of OID:	Yield
      to Maturity:	 
	 	 	 
	Renewable
      Note:	      
                                                                                      o Yes (see
      attached)

                                                                                    	      
                                                                                      o No

                                                                                    
	 	 	 
	Initial
      Maturity Date:	 	 
	 	 	 
	 	      
                                                                                      Special
      Election Interval (if applicable):

                                                                                       

                                                                                      Amount
      (if less than entire principal amount)

                                                                                      as
      to which election may be exercised:

                                                                                    	 
	 	 	 
	Survivor’s
      Option:	      
                                                                                      o Yes (see
      attached)

                                                                                    	      
                                                                                      o No

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
             

          

          
            2

            
              

            

          

          
             

          

           

        

      

    

    CITIGROUP
FUNDING INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein referred to as the “Company”), for value received
hereby promises to pay CEDE & Co. or registered assigns (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) 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, semiannually 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 and at
the Stated Maturity, 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.

     

    The
interest so payable, and punctually paid or duly provided for, on each Interest
Payment Date will, as provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which, unless otherwise specified on the face of
this Note or in the pricing supplement attached hereto or delivered herewith
(and other than interest payable at Stated Maturity), shall be the date (whether
or not a Business Day) fifteen calendar days immediately preceding such Interest
Payment Date and, in the case of interest payable at Stated Maturity, shall be
the Stated Maturity of this Note.  Notwithstanding the foregoing, if
this Note is issued between a Regular Record Date and the related Interest
Payment Date, the interest so payable for the period from the Original Issue
Date to such Interest Payment Date shall be paid on the next succeeding Interest
Payment Date to the Registered Holder hereof on the related Regular Record
Date.  Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Registered Holder hereof on such
Regular Record Date, and may be paid to the person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than ten
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Registered Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.

     

    The
Company and the Trustee acknowledge that the Company is a “participating
entity,” as that term is defined in 12 CFR Section 370.2(g), in the debt
guarantee program (the “Debt Guarantee Program”) established by the Federal
Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee
Program (“TLGP”).  As a result, this debt is guaranteed under the
FDIC TLGP and is backed by the full faith and credit of the United
States.  The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp.  The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or June
30, 2012.

     

    The Bank
of New York Mellon is hereby designated as the duly authorized representative of
the holder for purposes of making claims and taking other permitted or required
actions under the Debt Guarantee Program (the “Representative”).  Any
holder may elect not to be represented by the Representative by providing
written notice of such election to the Representative.

     

    For
purposes of this Note, “Business Day” means:  (i) with respect to
any Registered 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 are authorized or
obligated by law or executive order to close; (ii) with respect to
Registered Notes having a specified currency other than U.S. dollars only, other
than Registered 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; (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”); and (iv) with respect to
any determination by the exchange rate agent (as defined below) of an exchange
rate pursuant to notes having a specified currency other than U.S. dollars, any
such day on which banking institutions and foreign exchange markets settle
payments in New York City and London (an “Exchange Rate 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).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    If the
Holder of this Note has a Survivor’s Option, as indicated above, to elect
repayment of this Note prior to Stated Maturity in the event of the death of any
beneficial owner hereof, then, pursuant to exercise of such Survivor’s Option,
the Company will repay this Note (or applicable portion hereof) when properly
tendered for repayment by or on behalf of the Person (the “Representative”) that
has authority to act on behalf of the deceased beneficial owner hereof under the
laws of the appropriate jurisdiction (including, without limitation, the
personal representative, executor, surviving joint tenant or surviving tenant by
the entirety of such deceased beneficial owner) at a price equal to the
Amortized Face Amount (calculated as set forth below) payable hereunder with
respect to such beneficial owner, plus accrued interest thereon to the date of
such repayment; provided, however, that the
Company may, in its sole discretion, limit to $2,500,000 (or the approximate
equivalent thereof in other currencies) the aggregate principal amount of Notes
of this series as to which exercises of the Survivor’s Option will be accepted
in any calendar year (the “Annual Put Limitation”) and, in the event that the
Annual Put Limitation is applied, limit to $250,000 (or the approximate
equivalent thereof in other currencies) the aggregate principal amount of Notes
(or portions thereof) as to which exercises of the Survivor’s Option will be
accepted in such calendar year with respect to any individual deceased
beneficial owner of Notes; and provided, further, that the
Company will not make any principal payment pursuant to exercise of the
Survivor’s Option in an amount that is less than $5,000 (or the approximate
equivalent thereof in other currencies), and, in the event that the foregoing
limitations would result in the partial repayment to any individual deceased
beneficial owner of Notes, the principal amount owned by such deceased
beneficial owner must not be less than $5,000 (or the approximate equivalent
thereof in other currencies) as a result of such repayment, which is the minimum
authorized denomination of the Notes.  This Note, or any portion
hereof, if tendered pursuant to an exercise of the Survivor’s Option, may be
withdrawn by a written request of the Holder hereof received by the Paying Agent
prior to its repayment.

     

    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 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 (y) if so specified, the Bond Yield to Call set forth on the face
hereof (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 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.

     

    This Note
(or any portion hereof), if tendered pursuant to a valid exercise of the
Survivor’s Option, will be accepted promptly based on the order in which all
such Notes (or any portion thereof) are tendered, unless the acceptance hereof
would (i) contravene the Annual Put Limitation or (ii) result in the acceptance
during the then current calendar year of an aggregate principal amount of Notes
(or portions thereof) exceeding $250,000 (or the approximate equivalent thereof)
with respect to any individual deceased beneficial owner.  If, as of
the end of any calendar year, the Company has not imposed the Annual Put
Limitation or the aggregate principal amount of Notes that have been accepted
pursuant to exercise of the Survivor’s Option during such year has not exceeded
the Annual Put Limitation for such year, any exercise of the Survivor’s Option
with respect to this Note (or any portion hereof) not accepted during such
calendar year because more than $250,000 (or the approximate equivalent thereof)
aggregate principal amount of Notes (or portions thereof) was tendered with
respect to the individual deceased beneficial owner hereof will be accepted in
the order all such Notes were tendered, to the extent that any such exercise
would not trigger the Annual Put Limitation, if any, for such calendar
year.  This Note (or portion hereof), if accepted for repayment
pursuant to exercise of the Survivor’s Option, will be repaid on the first
Interest Payment Date that occurs twenty or more calendar days after the date of
such acceptance.  If this Note (or any portion hereof) is tendered for
repayment and is not accepted in any calendar year due to the application of the
Annual Put Limitation, then this Note (or any such portion) will be deemed to be
tendered in the following calendar year based on the order in which all such
Notes (or any portion thereof) were originally tendered, unless this Note (or
any such portion hereof) is withdrawn by the Holder.  In the event
that this Note (or any portion hereof) tendered for repayment pursuant to valid
exercise of the Survivor’s Option is not accepted, the Paying Agent will deliver
a notice to the affected Representative by first-class mail to the broker or
other entity that represents the deceased beneficial owner of this Note that
states the reasons this Note (or such portion) has not been accepted for
repayment.  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).

     

    Subject
to the foregoing, in order for the Survivor’s Option to be validly exercised,
the Paying Agent must receive (i) a written request for repayment signed by the
Representative, and such signature must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States, (ii) tender of this Note (or applicable
portion hereof), (iii) appropriate evidence satisfactory to the Company and the
Paying Agent that (A) the Representative has authority to act on behalf of the
applicable deceased beneficial owner hereof, (B) the death of such beneficial
owner has occurred and (C) the deceased was a beneficial owner hereof at the
time of death, and (iv) if applicable, a properly executed assignment or
endorsement, and (v) if the Note is held by a nominee of the deceased beneficial
owner, a certificate satisfactory to the Paying Agent from such nominee
attesting to the beneficial ownership of such Note.  All questions as
to the eligibility or validity of any exercise of the Survivor’s Option will be
determined by the Company, in its sole discretion, which determination will be
final and binding.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    The
principal hereof and any premium and interest hereon are payable by the Company
in the Specified Currency shown above.  If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof.  The Holder hereof may, if so indicated above, elect
to receive all payments in respect hereof in the Specified Currency by delivery
of a written notice to the Trustee not later than fifteen calendar days prior to
the applicable payment date.  Such election will remain in effect
until revoked by written notice to the Trustee received not later than fifteen
calendar days prior to the applicable payment date.  If the Company
determines that the Specified Currency is not available for making payments in
respect hereof 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 or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency, and any
such outstanding election shall be automatically suspended, and payments shall
be in U.S. dollars, until the Company determines that the Specified Currency is
again available for making such payments.

     

    Payments
of interest in U.S. dollars (other than interest payable at Stated Maturity)
will be made by check mailed to the address of the Person entitled thereto as
such address shall appear on the Register; provided that, if the Holder
hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a
currency other than U.S. dollars determined as provided on the reverse hereof)
or more in aggregate principal amount of Registered Notes of like tenor and
term, such U.S. dollar interest payments will be made by wire transfer of
immediately available funds, but only if appropriate wire transfer instructions
have been received in writing by the Trustee not less than fifteen calendar days
prior to the applicable Interest Payment Date.  Simultaneously with
any election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder shall provide
appropriate wire transfer instructions to the Trustee and all such payments will
be made by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States.  The
principal hereof and any premium and interest hereon payable at Stated Maturity
will be paid in immediately available funds upon surrender of this Note at the
corporate trust office or agency of the Trustee located in the City and State of
New York.

     

    The
payments due on this Note are fully and unconditionally guaranteed by Citigroup
Inc. (the “Guarantor”).

     

    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

        
          

        

      

      
         

      

    

     

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

     

    
      Dated:

       

      
        
          
            
              
                	 	

                        CITIGROUP
      FUNDING INC.

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	__________________________	 
	 	 	

                        Authorized
      Officer

                      	 


              

            

          

        

      

       

       

      
        [Seal]

         

      

      
        
          
            
              
                
                  
                    	
                             

                          	
                            

                              Attest__________________________

                            

                          	 
	 	 	

                            

                              Assistant
      Secretary

                            

                          	 


                  

                

              

            

          

        

      

       

      CERTIFICATE
OF AUTHENTICATION

      


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

      


      Dated:

       

      
        
          
            
              	 	

                      CITIBANK,
      N.A., as authentication agent

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	

                      Authorized
      Signatory

                    	 


            

          

        

      

    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (REVERSE
OF SECURITY)

     

    CITIGROUP
FUNDING INC.

    FDIC-GUARANTEED
MEDIUM-TERM SENIOR NOTE, SERIES D

    PAYMENTS
DUE FROM CITIGROUP FUNDING INC.

    FULLY AND
UNCONDITIONALLY GUARANTEED

    BY
CITIGROUP INC.

    (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 June 1, 2005, as such indenture may be amended from time to time
(the “Indenture”), among the Company,  the Guarantor, and JPMorgan
Chase Bank, N.A., 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
Guarantor, 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 payments due on the Debt Securities are fully and
unconditionally guaranteed by the Guarantor. This debt is guaranteed under the
FDIC TLGP and is backed by the full faith and credit of the United
States.  The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp.  The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or June
30, 2012.

     

      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 registered form without coupons.  Unless otherwise specified in
the applicable pricing supplement, the authorized denominations of Registered
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 Registered Notes denominated in a currency other than U.S. dollars will be
the approximate equivalents thereof in the Specified Currency.

     

    Each
Registered Note will be issued initially as a Book-Entry Note, and will not be
exchangeable for Certificated Notes, except as otherwise provided in the
Indenture or specified in the applicable pricing supplement.

     

    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 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 not more than 60 days prior to each
Optional Reset Date.  Not later than 40 days prior to each Optional
Reset Date, the Trustee will mail to the Holder of this Note a notice (the
“Reset Notice”), first class, postage prepaid, 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 mail notice of such higher Interest Rate, first class, postage prepaid, to
the Holder of this Note.  Such notice shall be
irrevocable.  All Registered Notes with respect to which the Interest
Rate is reset on an Optional Reset Date will bear such higher Interest
Rate.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    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 Trustee 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 Trustee, 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 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.

     

    Specified
Currency

     

    If the
Specified Currency is other than U.S. dollars, the amount of any U.S. dollar
payment to be made in respect hereof will be determined by the Company or its
agent based on the highest firm bid quotation expressed in U.S. dollars received
by the Company or its agent at approximately 11:00 a.m., New York City time, on
the second Business Day preceding the applicable payment date (or, if no such
rate is quoted on such date, the last date on which such rate was quoted) from
three (or, if three are not available, then two) recognized foreign exchange
dealers in The City of New York selected by the Exchange Rate Agent (one or more
of which may be an agent involved in the distribution of the Notes (an “Agent”)
and another of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer, for settlement on such payment date, of the aggregate amount of
the Specified Currency payable on such payment date in respect of all Registered
Notes denominated in such Specified Currency.  All currency exchange
costs will be borne by the Holders of such Registered Notes by deductions from
such payments.  If no such bid quotations are available, then such
payments will be made in the Specified Currency, unless the Specified Currency
is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, in which case payment will be made
as described in the next paragraph.

     

    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).

     

    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
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes 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.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    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 the Trustee (or any duly
appointed paying agent) at the corporate trust office of the Trustee or agency
of the Trustee in the City of New York 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 the
Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed 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, the Trustee, or any duly appointed 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 original 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 original Stated
Maturity a notice (the “Extension Notice”), first class, postage prepaid,
indicating (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 Trustee’s mailing of the Extension Notice,
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 mailing of such
Notice.

     

    Notwithstanding
the foregoing, not later than 20 days prior to the original 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 mail notice of such higher Interest Rate, first
class, postage prepaid, to the Holder of this Note.  Such notice shall
be irrevocable.  All Registered 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 original Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date.  In order to obtain repayment on such original 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 Trustee shall be at least 25 but
not more than 35 days before the original 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
original Stated Maturity.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    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.  Unless otherwise
stated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Trustee shall mail to the Holder a notice of such
redemption first class, postage prepaid, at least 30 days prior to the date of
redemption.  Unless otherwise stated herein, the Company may exercise
such option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date.  In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof.

     

    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.  In order for this Note to be repaid, the Trustee must
receive at least 30 but not more than 45 days prior to an Optional Repayment
Date (i) this Note with the form below entitled “Option to Elect Repayment” duly
completed; or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States of America setting forth the name of the Holder of this Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note with
the form below entitled “Option to Elect Repayment” duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter.  If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business
Day.  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 an Original Issue 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.

     

    The
Company may at any time purchase Registered Notes at any price in the open
market or otherwise.  Registered Notes so purchased by the Company
may, at the discretion of the Company, be held or resold or surrendered to the
Trustee for such Notes for cancellation.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    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.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable on the Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in the Borough of Manhattan, the City and State of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Registered Notes of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     

    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,
assessment or other governmental charge payable in connection
therewith.

     

    Prior to
due presentment of this Note for registration of transfer or exchange, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
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 Guarantor, 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; provided, however, that no acceleration of the
amounts due on the Notes of this series will be permitted at any time that the
FDIC is making timely guarantee payments on the Notes of this series in
accordance with the Debt Guarantee Program.

     

    In case
this Note shall at any time become mutilated, destroyed, stolen or lost and this
Note or evidence of the loss, theft, or destruction hereof (together with such
indemnity and such other documents or proof as may be required by the Company or
the Trustee) shall be delivered to the principal corporate trust office of the
Trustee or the agent of the Company or Trustee, a new Registered Note of like
tenor and principal amount will be issued by the Company in exchange for, or in
lieu of, this Note.  All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Registered Note shall be borne by the Holder of this
Note.

     

    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 Guarantor 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, the
Guarantor 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; provided, however that the express
written consent of the FDIC will be required to amend, modify or waive any
provision of the Indenture or any supplemental indenture relating to principal,
interest, default or ranking provisions of the Notes, any provision of the Notes
that is required to be included in connection with the Debt Guarantee Program,
or any other provision the amendment of which would require the consent of any
or all of the holders of the Notes.

     

    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 or the Guarantor, 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.

     

    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.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

      
        ABBREVIATIONS

         

        The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

         

        
          
            	
                    TEN
      COM                      -as
      tenants in common

                  	
                    UNIF
      GIFT MIN ACT

                  	
                    _______________Custodian_______________

                  
	
                    TEN
      ENT                      -as
      tenants by the entireties

                  	 
      	
                    (Cust)                                    
      (Minor)

                  
	
                    JT
      ENT-as joint tenants with right of survivorship and not as tenants in
      common

                  	 
      	
                    Under
      Uniform Gifts to Minors Act

                    ______________________________________

                    (State)

                  


          

        

        


        Additional
abbreviations may also be used though not in the above list

         

        ____________________________________________

         

        OPTION
TO ELECT REPAYMENT

         

        The
undersigned hereby irrevocably requests and instructs the Company to repay
$__________ principal amount of the within Note, pursuant to its terms, on the
“Optional Repayment Date” first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date or repayment, to the undersigned at:

         

        
          
            

          

        

         

        
          
            

          

        

        (Please
Print or Type Name and Address of the Undersigned)

         

        and to
issue to the undersigned, pursuant to the terms of the Indenture, a new Note or
Notes representing the remaining principal amount of this Note.

         

        For this
Option to Elect Repayment to be effective, this Note with the Option to Elect
Repayment duly completed must be received by the Company within the relevant
time period set forth above at its office or agency in the Borough of Manhattan,
the City and State of New York, located initially at the office of the Trustee
at 4 New York Plaza, 6th Floor,
New York, NY  10004.

         

        
          
            
              
                
                  	
                          Dated:

                        	
                          __________________________________________________________

                        
	
                           

                        	

                          Note:
      The signature to this Option to Elect Repayment must correspond with the
      name
      as written upon the face of the within Note in every particular without
      alteration or
      enlargement or any change
  whatsoever.

                        


                

              

            

          

        

         

        FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

         

        
          Please
insert Social Security or Other

        

        
          Identifying
Number of Assignee

        

         

        
          
            

          

        

         

        
          
            

          

        

        Please
Print or Type Name and Address Including Zip Code of Assignee

         

        
          
            

          

        

        the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing

         

        ___________________________________________________________________________________________________________________attorney

        to
transfer such Note on the books of Citigroup Funding Inc. with full power of
substitution in the premises.

         

        
          	
                  Dated:________________________________________

                	
                  _____________________________________________

                
	
                   

                	

                   

                  Signature

                
	 	 
	 	

                  _____________________________________________

                
	 	NOTICE:  The
      signature to this assignment must correspond with the name as it appears
      upon the face
      of the Note in every particular, without alteration or enlargement or any
      change whatsoever.


        

      

       

      
        
           

        

        
          12