REGISTERED

                NO.
      FL___

              	
                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.

    (FLOATING
OR INDEXED 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:

     

    
      
        	
                Base
      Rate:

              	
                o CD
      Rate

              	
                o Commercial
      Paper Rate

              	
                o Federal
      Funds Rate

              
	 
      	
                o LIBOR
      Telerate

              	
                o LIBOR
      Reuters

              	
                o Treasury
      Rate

              
	 
      	
                o Treasury
      Rate Constant Maturity

              	
                o Prime
      Rate

              	 
      
	 
      	
                o Eleventh
      District Cost of Funds Rate

              	 
      	
                o EURIBOR

              
	 
      	 
      	
                o Other (see
      attached)

              	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    Interest
      Reset Period Index Maturity:

                    or
      Interest Reset Dates:

                  	 
      	
                    Index
      Maturity:

                  
	 
      	 
      	 
      
	
                    Interest
      Payment Dates:  Accrue to Pay:  

                  	
                    o Yes

                  	
                    o No

                  
	 
      	 
      	 
      
	
                    Indexed
      Principal Note:    

                  	
                    o Yes  (see
      attached)

                  	
                    o No

                  
	 
      	 
      	 
      
	
                    Floating
      Rate:  

                  	
                    o Indexed
      Interest Rate:

                  	
                    o (see
      attached)

                  
	 
      	 
      	 
      
	
                    Spread
      Multiplier:

                  	 
      	
                    Spread
      (+/-):

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Spread
      Reset:    

                          	
                            o The Spread
      or Spread Multiplier may not be

                            changed
      prior to Stated Maturity.

                          	 
      
	 
      	 
      	 
      
	 	

                            o The Spread
      or Spread Multiplier may be changed prior to Stated Maturity (see
      attached).

                          	 
	 	 	 
	Optional
      Reset Dates (if applicable):	 	 
	 	 	 
	Maximum
      Interest Rate:	 	Minimum
      Interest
Rate:


                  

                

              

            

          

        

      

    

     

    
      
        
          
            	
                    Inverse
      Floating Rate Note:

                  	
                    o Yes  (see
      attached)

                  	
                    o No

                  
	 
      	 
      	 
      
	
                    Initial
      Fixed Interest Rate:

                  	
                    Reset
      Fixed Reference Rate

                  	 
      
	 
      	 
      	 
      
	
                    Floating
      Rate / Fixed Rate Note:

                  	
                    o Yes  (see
      attached)

                  	
                    o No

                  
	 
      	 
      	 
      
	
                    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): (i) if this is a Floating Rate Note, at
the Initial Interest Rate shown above from the Original Issue Date shown above
until the first Interest Reset Date shown above following the Original Issue
Date and thereafter at the Base Rate shown above, adjusted by the Spread or
Spread Multiplier, if any, shown above, determined in accordance with the
provisions hereof, (ii) if this is an Indexed Rate Note, at a rate determined by
reference to an Index as described herein, (iii) if this is an Inverse Floating
Rate Note, at the Initial Interest Rate shown above from the Original Issue Date
shown above until the first Interest Reset Date shown above following the
Original Issue Date and thereafter at the Inverse Floating Rate, as determined
in accordance with the provisions hereof, or (iv) if this is a Floating Rate /
Fixed Rate Note, at a rate determined as described herein, until, in each case,
the Principal Amount or the Face Amount then outstanding is paid or duly
provided for in accordance with the terms hereof.

     

    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.  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) if the Base Rate specified above is LIBOR,
any such day on which dealings in deposits in the Specified Currency are
transacted in the London interbank market (a “London Business Day”); (iii) 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”);
(iv) 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; and (v) with respect to EURIBOR Notes
and Notes denominated in Euros, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (“TARGET”) System is open (a “Target
Business Day”).

     

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

     

    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).

     

    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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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.

     

    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.

     

    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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    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.

    (FLOATING
OR INDEXED RATE)

     

    General

     

    This Note
is one of a series of duly authorized debt securities of the Company (the “Debt
Securities”) issued or to be issued in one or more series under an indenture,
dated as of  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.

     

    Floating Rate
Notes

     

    Unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, if this Note is a Floating Rate Note, this Note
will bear interest from its Original Issue Date to, but not including, the first
Interest Reset Date (as defined below) at the Initial Interest Rate set forth on
the face hereof or in the pricing supplement attached hereto or delivered
herewith.  Thereafter, the interest rate hereon for each Interest
Reset Period will be determined by reference to the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith.  The Base Rates that may be specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
are LIBOR, the Commercial Paper Rate, the Treasury Rate, the Federal Funds Rate,
the CD Rate, the Prime Rate, the Eleventh District Cost of Funds Rate, EURIBOR
or any other Base Rate specified on the face hereof.

     

    The
“Index Maturity” is the period of maturity of the instrument or obligation from
which the Base Rates are calculated.

     

    “H.15(519)”
means the weekly statistical release designated as  H.15(519),
Selected Interest Rates” or any successor publication, published by the Board of
Governors of the Federal Reserve System.

     

    “H.15
Daily Update” means the daily update of H.15(519), available through the website
of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/H15/update or any successor site or
publication.

     

    “Calculation
Date,” where applicable, means the date on which the Calculation Agent is to
calculate the interest rate for the Notes as of the related Rate Determination
Date which shall be the earlier of (1) the tenth calendar day after the related
Rate Determination Date, or if any such day is not a Business Day, the next
succeeding business day or (2) the Business Day preceding the applicable
Interest Payment Date or the Stated Maturity, as the case may be.

     

    As
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, this Note may also have either or both of the following (in
each case expressed as a rate per annum on a simple interest
basis):  (i) a maximum numerical limitation, or ceiling, on the
rate at which interest may accrue during any interest period (“Maximum Interest
Rate”) and/or (ii) a minimum numerical limitation, or floor, on the rate at
which interest may accrue during any interest period (“Minimum Interest
Rate”).  In addition to any Maximum Interest Rate that may be
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the interest rate will in no event be higher than the
maximum rate permitted by applicable law, as the same may be modified by United
States law of general application.

     

    The
Company will appoint, and enter into an agreement with, agents (each, a
“Calculation Agent”) to calculate interest rates on this Note.  All
determinations of interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
hereof.  Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, Citibank, N.A. shall
be the Calculation Agent for this Note.  At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    The
interest rate hereon will be reset daily, weekly, monthly, quarterly,
semiannually or annually (such period being the “Interest Reset Period”
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and the first day of each Interest Reset Period being an
“Interest Reset Date”).  Unless otherwise specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith, the Interest
Reset Dates will be as follows: (i) if this Note resets daily, each Business
Day; (ii) if this Note (unless this Note is a Treasury Rate Note) resets weekly,
Wednesday of each week; (iii) if this Note is a Treasury Rate Note that resets
weekly, Tuesday of each week (except as provided below under “Determination of
Treasury Rate”); (iv) if this Note resets monthly, the third Wednesday of each
month; (v) if this Note is an Eleventh District Cost of Funds Rate Note that
resets monthly, the first calendar day of each month; (vi) if this Note resets
quarterly, the third Wednesday of March, June, September and December of each
year; (vii) if this Note resets semiannually, the third Wednesday of the two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; and (viii) if this Note resets annually,
the third Wednesday of the month of each year specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith.  If an
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is LIBOR or EURIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall instead be the immediately preceding Business Day.  If an
auction of direct obligations of United States Treasury Bills falls on a day
that is an Interest Reset Date for Treasury Rate Notes, the Interest Reset Date
shall be the succeeding Business Day.

     

    Unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the interest payable hereon on each Interest
Payment Date shall equal the accrued interest from and including the Original
Issue Date or the immediately preceding Interest Payment Date in respect of
which interest has been paid, as the case may be, to but excluding such Interest
Payment Date or maturity.

     

    If more
than one Interest Reset Date occurs during any period for which accrued interest
is being calculated, accrued interest shall be calculated by multiplying the
principal amount hereof (or if this Note is an Indexed Principal Note, the Face
Amount specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith) by an accrued interest factor.  Such accrued
interest factor will be computed by adding the interest factors calculated for
each day in the period for which accrued interest is being
calculated.  The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each such day will be computed,
unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, by dividing the interest rate in effect
on such day by 360, if the Base Rate specified on the face hereof is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the Prime Rate, the
Eleventh District Cost of Funds Rate, LIBOR, or EURIBOR, or by the actual number
of days in the year, if the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Treasury
Rate.  In all other cases, accrued interest shall be calculated by
multiplying the principal amount hereof (or if this Note is an Indexed Principal
Note, the Face Amount specified on the face hereof) by the interest rate in
effect during the period for which accrued interest is being calculated, and
multiplying that product by the quotient obtained by dividing the number of days
in the period for which accrued interest is being calculated by 360, if the Base
Rate specified on the face hereof is the Commercial Paper Rate, the Federal
Funds Rate, the CD Rate, the Prime Rate, the Eleventh District Cost of Funds
Rate, LIBOR, or EURIBOR, or by the actual number of days in the year, if the
Base Rate specified on the face hereof is the Treasury Rate.  For
purposes of making the foregoing calculations, the interest rate in effect on
any Interest Reset Date will be the applicable rate as reset on such
date.

     

    Unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, all percentages resulting from any calculation of
the rate of interest hereof will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a percentage point
rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).

     

    The
pricing supplement attached hereto or delivered herewith will specify the dates
on which interest will be payable.  This Note will bear interest from
and including the Original Issue Date at the rates specified in this Note until
the principal is paid or otherwise made available for payment.  Unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, interest will be payable as follows: (i) if this
Note resets daily, weekly or monthly (other than Eleventh District Cost of Funds
Rate Notes), interest will be payable on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith or; (ii) in the case of Eleventh District Cost of Funds Rate
Notes, interest will be payable on the first calendar day of each March, June,
September and December; (iii) if this Note resets quarterly, interest will be
payable on the third Wednesday of March, June, September, and December of each
year; (iv) if this Note resets semiannually, interest will be payable on the
third Wednesday of each of two months of each year specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith; and (v) if
this Note resets annually, interest will be payable on the third Wednesday of
the month of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, and in each case at Stated Maturity (each
such day being an “Interest Payment Date”).  If an Interest Payment
Date would otherwise fall on a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day, except
that, if the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is LIBOR or EURIBOR and such Business Day
is in the next succeeding calendar month, such Interest Payment Date shall
instead be the immediately preceding Business Day; provided, however, if with
respect to any Note for which “Accrue to Pay” is not specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, if an
Interest Payment Date with respect to such Note would otherwise be a day that is
not a Business Day, such Interest Payment Date shall not be postponed; provided, further, that any payment
required to be made in respect of a Note that does not Accrue to Pay on a date
(including the day of Stated Maturity) that is not a Business Day for such Note
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Subject
to applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest shall be the rate determined in accordance with
the provisions of the applicable heading below.

     

    Determination of CD
Rate

     

    If the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is the CD Rate, this Note will bear interest for
each Interest Reset Period at the interest rate calculated with reference to the
CD Rate and the Spread or Spread Multiplier, if any, specified on the face
hereof or in the pricing supplement attached hereto or delivered
herewith.  The “CD Rate” for each Interest Reset Period will be
determined by the Calculation Agent as of the second Business Day prior to the
Interest Reset Date for such Interest Reset Period (a “CD Rate Determination
Date”) for negotiable U.S. dollar certificates of deposit having the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith as published in H.15(519) under the caption “CDs
(secondary market)”.  In the event that such rate is not published
prior to 3:00 p.m., New York City time, on the Calculation Date (as defined
above), then the “CD Rate” for such Interest Reset Period will be the rate on
such CD Rate Determination Date for negotiable U.S. dollar certificates of
deposit of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as published in the H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption “CDs (secondary market).”  If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or H.15 Daily Update, then the “CD Rate” for such
Interest Reset Period will be calculated by the Calculation Agent and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
York City time, on such CD Rate Determination Date of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable U.S. dollar certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable U.S. dollar certificates of deposit) with
a remaining maturity closest to the Index Maturity on the face hereof or in the
pricing supplement attached hereto or delivered herewith in a denomination of
$5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting offered rates as mentioned in this sentence, the CD Rate
for such Interest Reset Period will be the same as the CD Rate for the
immediately preceding Interest Reset Period (or, if there was no preceding
Interest Reset Period, the Initial Interest Rate).

     

    Determination of Commercial
Paper Rate

     

    If the
Base Rate shown on the face hereof or in the pricing supplement attached hereto
or delivered herewith is the Commercial Paper Rate, this Note will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread or Spread Multiplier, if any, specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith.  The “Commercial Paper Rate” for each Interest Reset Period
will be determined by the Calculation Agent as of the second Business Day prior
to the Interest Reset Date for such Interest Reset Period (a “Commercial Paper
Rate Determination Date”) and shall be the Money Market Yield (as defined below)
on such Commercial Paper Rate Determination Date of the rate for commercial
paper having the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, as such rate shall be
published in H.15(519) under the caption “Commercial
Paper-Nonfinancial.”  In the event that such rate is not published
prior to 3:00 p.m., New York City time, on the Calculation Date (as defined
above), then the Commercial Paper Rate for such Interest Reset Period shall be
the Money Market Yield on such Commercial Paper Rate Determination Date of the
rate for commercial paper of the Index Maturity specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith as published in
the H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption “Commercial
Paper-Nonfinancial.”  If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or the H.15
Daily Update, then the “Commercial Paper Rate” for such Interest Reset Period
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on such Commercial Paper Rate Determination
Date of three leading dealers of U.S. dollar commercial paper in The City of New
York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith placed for an industrial issuer whose bonds are
rated “AA” or the equivalent by a nationally recognized rating agency; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the “Commercial Paper Rate” for
such Interest Reset Period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no preceding
Interest Reset Period, the Initial Interest Rate).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

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

     

    

     

    where “D”
refers to the applicable per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and “M” refers to the actual number of
days in the applicable Interest Reset Period specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith.

     

    Determination of Federal
Funds Rate

     

    If the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is the Federal Funds Rate, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and Spread or Spread Multiplier, if any,
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith.  The “Federal Funds Rate” for each Interest Reset
Period will be determined by the Calculation Agent on the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a “Federal
Funds Rate Determination Date”) for Federal Funds as published in H.15(519)
under the caption “Federal Funds (Effective)” and displayed on Moneyline
Telerate (or any successor service) on page 120 (or any other page as may
replace page 120).  In the event that such rate does not appear on
Moneyline Telerate on page 120 or is not published prior to 3:00 p.m., New York
City time, on the Calculation Date (as defined above), the “Federal Funds Rate”
for such Interest Reset Period shall be the rate on such Federal Funds Rate
Determination Date as published in the H.15 Daily Update under the caption
“Federal Funds (Effective),” or other recognized electronic source used for the
purpose of displaying the applicable rate.  If by 3:00 p.m., New York
City time, on such Calculation Date, such rate is not yet published, then the
“Federal Funds Rate” for such Interest Reset Period shall be the arithmetic mean
of the rates for the last transaction in overnight U.S. dollar federal funds
arranged by three leading brokers of U.S. dollar Federal Funds transactions in
New York City, selected by the Calculation Agent prior to 9:00 a.m., New York
City time, on that Federal Funds Rate Determination Date; provided, however, that if
the brokers so selected by the Calculation Agent are not quoting as mentioned
above, the “Federal Funds Rate” for the Interest Reset Period will be the same
as the “Federal Funds Rate” for the immediately preceding Interest Reset
Period.  If there was no preceding Interest Reset Period, the “Federal
Funds Rate” will be the initial interest rate.

     

    Determination of
LIBOR

     

    If the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is LIBOR, this Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to LIBOR
and the Spread or Spread Multiplier, if any, specified on the face
hereof.  “LIBOR” for each Interest Reset Period will be determined by
the Calculation Agent as follows.

     

    On the
second London Business Day prior to the Interest Reset Date for such Interest
Reset Period (a “LIBOR Determination Date”), the Calculation Agent for such
LIBOR Note will determine the offered rates for deposits in the Specified
Currency for the period of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, which appear on the Designated LIBOR Page at approximately
11:00 a.m., London time, on such LIBOR Determination
Date.  “Designated LIBOR Page” means either (a) if “LIBOR Moneyline
Telerate” is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, or if neither “LIBOR Reuters” nor “LIBOR Moneyline
Telerate” is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith as the method for calculating LIBOR, the display
designated as page “3750” on the Telerate Service (“Telerate”) (or such other
page as may replace page “3750” on such service or such other service as may be
replaced by a successor service for the purpose of displaying the London
interbank offered rates of major banks), and LIBOR for such Interest Reset
Period will be the relevant offered rate as determined by the Calculation Agent
or (b) if “LIBOR Reuters” is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, “Designated LIBOR Page” means
the display designated as page “LIBO” on the Reuters Monitor Money Rates Service
and LIBOR will be the arithmetic means of the offered rates, calculated by the
Calculation Agent, or the offered rate, if the designated LIBOR page by its
terms provides only for a single rate (or such other page as may replace the
LIBO page on such service or such other service as may be replaced by a
successor service for the purpose of displaying London interbank offered rates
of major banks).  If neither LIBOR Reuters nor LIBOR Telerate is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, LIBOR will be determined as if LIBOR Moneyline Telerate had
been specified.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    If LIBOR
cannot be determined as described above (either because the Designated LIBOR
Page is no longer available or because fewer than two offered rates appear on
the Designated LIBOR Page on the LIBOR Determination Date), the Calculation
Agent (after consultation with Citigroup Funding) will determine ‘LIBOR” as
follows.  The Calculation Agent will request the principal London
offices of each of the four major banks in the London interbank market selected
by the Calculation Agent to provide the Calculation Agent with its offered
quotations for deposits in the Specified Currency for the period of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, commencing on such Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on the LIBOR Determination Date, in a principal amount equal to an amount of at
least $1,000,000 or its approximate equivalent thereof in the Specified
Currency, that is representative of a single transaction in such market at such
time.  If two or more such quotations are provided, “LIBOR” for such
Interest Reset Period will be the arithmetic mean of such
quotations.  If fewer than two such quotations are provided, “LIBOR”
for such Interest Reset Period will be the arithmetic mean of rates quoted by
three major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York city time, on the LIBOR Determination Date
for loans in the Specified Currency to leading European banks for the period of
the Index Maturity specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, commencing on such Interest Reset Date,
in a principal amount equal to an amount of at least $1,000,000 or the
approximate equivalent thereof in the Specified Currency that is representative
of a single transaction in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by the Calculation Agent are
quoting rates as mentioned in this sentence.  “LIBOR” for such
Interest Reset Period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, LIBOR
will be the Initial Interest Rate).

     

    Determination of Treasury
Rate

     

    If the
Base Rate specified in the face hereof or in the pricing supplement attached
hereto or delivered herewith is the Treasury Rate or Treasury Rate Constant
Maturity, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Treasury Rate and the Spread or
Spread Multiplier, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.  Unless “Treasury Rate Constant
Maturity” is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the “Treasury Rate” for each Interest Reset Period
will be the rate for the auction held on the Treasury Rate Determination Date
(as defined below) for such Interest Reset Period of direct obligations of the
United States (“Treasury Securities”) that have the Index Maturity specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, as such rate appears on either Moneyline Telerate (or any successor
service) on page 56 (or any other page as may replace page 56) or on page 57 (or
any other page as may replace page 57) under the caption “INVESTMENT
RATE.”  The following procedures will be followed if the Treasury Rate
cannot be determined as described above.  If not so published by 3:00
p.m., New York City time, on the Calculation Date, the Treasury Rate will be the
Bond Equivalent Yield (defined below) of the rate for the applicable treasury
securities as published in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying the applicable rate, under the caption
“U.S. Government Securities/Treasury Bills/Auction High” on that Treasury Rate
Determination Date.  In the event that such rate is not so published
by 3:00 p.m., New York City time, on the Calculation Date, the Treasury Rate
will be the Bond Equivalent Yield of the auction rate of the applicable Treasury
Securities as announced by the United States Department of the Treasury on that
Treasury Rate Determination Date.  In the event that the results of
the auction of Treasury Securities is not so announced by the United States
Department of the Treasury, or if the auction is not held, then the Treasury
Rate will be the Bond Equivalent Yield of the rate on the Treasury Rate
Determination Date of the applicable Treasury Securities published in H.15(519)
under the caption “U.S. Government Securities/Treasury Bills/Secondary
Market.”  If such rate is not so published by 3:00 p.m., New York City
time, on the Calculation Date, then the Treasury Rate will be the rate on the
Treasury Rate Determination Date of the applicable Treasury Securities as
published in H.15 Daily Update, or another recognized electronic source used for
the purpose of displaying the applicable rate, under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market” on that Treasury Rate
Determination Date.  In the event that such rate is not so published
by 3:00 p.m., New York City time, on the Calculation Date, then the Treasury
Rate will be the rate on the Treasury Rate Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on the Treasury Rate Determination Date, of three primary United States
government securities dealers selected by the Calculation Agent (after
consultation with Citigroup Funding) for the issue of Treasury Securities with a
remaining maturity closest to the Index Maturity specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting bid
rates as mentioned in this sentence, then the “Treasury Rate” for such Interest
Reset Period will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no Interest Reset Period, the Initial
Interest Rate).

     

    The
“Treasury Rate Determination Date” for each Interest Reset Period will be the
day of the week in which the Interest Reset Date for such Interest Reset Period
falls on which Treasury Securities would normally be
auctioned.  Treasury Securities are normally sold at auction on Monday
of each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held on
the preceding Friday.  If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Treasury
Rate Determination Date pertaining to the Interest Reset Period commencing in
the next succeeding week.  If an auction date shall fall on any day
that would otherwise be an Interest Reset Date for a Note whose Base Rate is the
Treasury Rate, then such Interest Reset Date shall instead be the Business Day
immediately following such auction date.

     

    Bond
Equivalent:  Yield will be calculated as follows:

     

    

     

    where “D”
refers to the applicable per annum rate for treasury securities quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case
may be, and “M” refers to the actual number of days in the applicable interest
reset period.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    If
“Treasury Rate Constant Maturity” is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the “Treasury Rate”
for each Interest Reset Period will be the rate displayed on the Designated CMT
Telerate Rate Page under the caption “Treasury Constant Maturities” under the
column for the Designated CMT Maturity Index in the following
manner.  If the Designated CMT Moneyline Telerate Page is 7051, the
Treasury Rate will be the rate on the Constant Maturity Treasury Rate
Determination Date.  In the event that such rate does not appear on
Moneyline Telerate Page 7051, then the Treasury Rate will be the treasury
constant maturity rate for the designated CMT maturity index as published in the
relevant H.15(519) under the caption “Treasury Constant
Maturities.”  In the event that such rate does not so appear in
H.15(519), then the Treasury Rate will be the constant treasury maturity rate on
the Constant maturity Treasury Rate Determination Date for the designated CMT
maturity index as may then be published by either the Federal Reserve System
Board of Governors or the United States Department of the Treasury that the
calculation agent determines to be comparable to the rate which would have
otherwise been published in H.15(519).  If the Designated CMT
Moneyline Telerate Page is 7052, the “Treasury Rate” will be the weekly or
monthly average, as specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, for the week or the month, as applicable,
ended immediately preceding the week or month, as applicable, in which the
related Constant Maturity Treasury Rate Determination Date occurs.  In
the event that such rate does not appear on Moneyline Telerate Page 7052, then
the Treasury Rate will be the one-week or one-month, as specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith,
average of the treasury constant maturity rate for the designated CMT maturity
index for the week or month as applicable, preceding the Constant Maturity
Treasury Determination Date as published in the relevant H.15(519) under the
caption “Treasury Constant Maturities.”  In the event that such rate
does not so appear in H.15(519), then the Treasury Rate will be the one-week or
one-month, as specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, average of the constant treasury maturity rate for
the designated CMT maturity index as otherwise announced by the Federal Reserve
Bank of New York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the Constant Maturity
Treasury Rate Determination Date falls.

     

    The following procedures will be followed if the Treasury Rate cannot be
determined as indicated above.  If such information, as applicable, is
not so published, then the Calculation Agent will calculate the Treasury Rate on
the Constant Maturity Treasury Rate Determination Date as follows which shall be
a yield to maturity, based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 p.m., New York City time, on the Constant
Maturity Treasury Rate Determination Date of three leading U.S. government
securities dealers in The City of New York selected by the Calculation Agent
(after consultation with Citigroup Funding), one of which may be the Agent, from
five such dealers selected by the Calculation Agent and eliminating the highest
quotation, or in the event of equality, one of the highest, and the lowest
quotation, or, in the event of equality, one of the lowest, for United States
Treasury Securities (“Treasury Notes”), with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year and in a
principal amount that is representative for a single transaction in the
securities in that market at that time.

     

    If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
Treasury Rate on the Constant Maturity Treasury Rate Determination Date will be
calculated by the Calculation Agent, and shall be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the Constant Maturity Treasury
Rate Determination Date of three leading U.S. government securities dealers in
the City of New York, one of which may be the Agent, from five such dealers
selected by the Calculation Agent (after consultation with Citigroup Funding)
and eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of the
lowest, for Treasury Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in an amount that
is representative for a single transaction in that market at that
time.

     

    If three
or four, and not five, of such dealers are quoting as described above, then the
Treasury Rate will be based on the arithmetic mean of the bid prices obtained
and neither the highest nor the lowest of such quotes will be
eliminated.  However, if fewer than three dealers so selected by the
Calculation Agent are quoting as mentioned above, the Treasury Rate determined
as of the Constant Maturity Treasury Rate Determination Date will be the
Treasury Rate in effect on the Constant Maturity Treasury Rate Determination
Date.  If two Treasury Notes with an original maturity as described in
the third preceding sentence have remaining terms to maturity equally close to
the Designated CMT Maturity Index, the Calculation Agent will obtain quotations
for the Treasury Note with the shorter remaining term to maturity and will use
such quotations to calculate the Treasury Rate as set forth above.

     

    “Designated
CMT Moneyline Telerate Page” means the display on the Telerate Service, or any
successor service on the page specified in the applicable pricing supplement, or
any other page as may replace such page on that service, or any successor
service, for the purpose of displaying Treasury Constant Maturities as reported
in H.15(519).  If no such page is specified in the applicable pricing
supplement, the Designated CMT Telerate Page shall be 7052, for the most recent
week.

     

    “Designated
CMT Maturity Index” means the original period to maturity of the U.S. Treasury
securities, either one, two, three, five, seven, ten, twenty or thirty years,
specified in the applicable pricing supplement with respect to which the
Treasury Rate will be calculated.  If no such maturity is specified in
the applicable pricing supplement, the Designated CMT Maturity Index shall be
two years.

     

    “The
Constant Maturity Treasury Rate Determination Date” shall be the second Business
Day prior to the Interest Reset Date for the applicable Interest Reset
Period.

     

    Determination of Prime
Rate

     

    Prime
Rate Notes will bear interest at the interest rates (calculated with reference
to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified in
the Prime Rate Notes and in the applicable pricing supplement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    The
“Prime Rate” for each Interest Reset Period will be determined by the
Calculation Agent for such Prime Rate Note as of the second Business Day prior
to the Interest Reset Date for such Interest Reset Period (a “Prime Rate
Determination Date”) and shall be the rate made available and subsequently
published on such date in H.15(519) under the caption “Bank Prime
Loan.”  In the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined above) pertaining
to such Prime Rate Determination Date, then the Prime Rate for such Interest
Reset Period shall be the rate published in the H.15 Daily Update under the
caption “Bank Prime Loan.”  In the event that such rate has not been
published prior to 3:00 p.m., New York City time, on the Calculation Date, then
the Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank’s
prime rate or base lending rate on the Prime Rate Determination
Date.  If fewer than four such rates appear on the Reuters Screen
USPRIME1 Page for the Prime Rate Determination Date, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on the Prime Rate
Determination Date by three major banks in The City of New York selected by the
Calculation Agent (after consultation with Citigroup
Funding).  However, if the banks so selected by the Calculation Agent
are not quoting as mentioned in the previous sentence, the Prime Rate will be
the Prime Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the Initial Interest Rate).

     

    “Reuters
Screen USPRIME1 Page” means the display designated as page “USPRIME1” on the
Reuters Monitor Money Rates Service, (or such other page as may replace the
USPRIME1 page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).

     

    Determination of Eleventh
District Cost of Funds Rate

     

    Eleventh
District Cost of Funds Rate Notes will bear interest at the interest rates
(calculated by reference to the Eleventh District Cost of Funds Rate and the
Spread and/or Spread Multiplier, if any) specified in the Eleventh District Cost
of Funds Rate Notes and in the applicable pricing supplement.

     

    The
“Eleventh District Cost of Funds Rate,” for each Interest Reset Period will be
determined by the Calculation Agent for such Eleventh District Cost of Funds
Rate Note as of the last working day of the month immediately prior to such
Interest Reset Date for such Interest Reset Period on which the Federal Home
Loan Bank of San Francisco (the “FHLB of San Francisco”) publishes the Eleventh
District Cost of Funds Index (as defined below) (the “Eleventh District Cost of
Funds Rate Determination Date”), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such Eleventh
District Cost of Funds Rate Determination Date as set forth under the caption
“Eleventh District” on Moneyline Telerate (or any successor service) on page
7058 (which page shall include any successor page (as determined by the
Calculation Agent)) as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Determination Date.  If such rate does not
appear on Telerate page 7058 on any related Eleventh District Cost of Funds Rate
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the “Eleventh District Cost
of Funds Rate Index”) by the FHLB of San Francisco as such cost of funds for the
calendar month preceding the date of such announcement.  If the FHLB
of San Francisco fails to announce such rate on or prior to the Eleventh
District Cost of Funds Rate Determination Date for the calendar month
immediately preceding such date, then the Eleventh District Cost of Funds Rate
for such date will be the Eleventh District Cost of Funds Rate in effect on the
Eleventh District Cost of Funds Rate Determination Date.  If there was
no preceding Interest Reset Period, the Eleventh District Cost of Funds Rate
will be the Initial Interest Rate.

     

    The
“Eleventh District Cost of Funds Rate Index” will be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that the FHLB of San Francisco most recently announced as the
cost of funds for the calendar month preceding the date of such
announcement.

     

    Determination of
EURIBOR

     

    If the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is EURIBOR, this Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to EURIBOR
and the Spread or Spread Multiplier, if any, specified on the face hereof or in
the pricing supplement attached hereto or delivered
herewith.  “EURIBOR” for each Interest Reset Period will be determined
by the Calculation Agent as follows.

     

    On the
second TARGET Business Day prior to the Interest Reset Date for such Interest
Reset Period (a “EURIBOR Determination Date”), the Calculation Agent for such
EURIBOR Note will determine the offered rates for deposits in Euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI—The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
period of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, commencing on such Interest
Reset Date, which appears on the Designated EURIBOR Page as of 11:00 a.m.,
Brussels time, on such EURIBOR Determination Date.  “Designated
EURIBOR Page” means the display designated as page “248” on Telerate (or any
successor service or such other page as may replace page “248” on such service),
and EURIBOR for such Interest Reset Period will be the relevant offered rates as
determined by the Calculation Agent.

     

    If
EURIBOR cannot be determined as described above the Calculation Agent will
determine “EURIBOR” as follows.  The Calculation Agent will request
the principal Euro-zone (as defined below) office of each of four major banks in
the Euro-zone interbank market selected by the Calculation Agent to provide the
Calculation Agent with their respective offered quotations for deposits in Euros
for the period of the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, to prime banks in the Euro-zone interbank market at
approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date, in a
principal amount equal to an amount of at least €1,000,000 or its approximate
equivalent thereof in Euros that is representative of a single transaction in
such market at such time.  If two or more such quotations are
provided, “EURIBOR” for such Interest Reset Period will be the arithmetic mean
of such quotations.  If less than two such quotations are provided,
“EURIBOR” for such Interest Reset Period will be the arithmetic mean of rates
quoted by four major banks in the Euro-zone selected by the Calculation Agent
for such EURIBOR Note at approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date for loans in Euros to leading European banks for the period
of the Index Maturity specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, commencing on such Interest Reset Date,
in a principal amount equal to an amount of at least €1,000,000 or the
approximate equivalent thereof in Euros that is representative of a single
transaction in such market at such time; provided, however, that if
the banks so selected a aforesaid by the Calculation Agent are not quoting rates
as mentioned in this sentence, “EURIBOR” for such Interest Reset Period will be
same as EURIBOR for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the EURIBOR Rate will be the Initial
Interest Rate).

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Euro-zone”
means the region comprised of member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union.

     

    Inverse Floating Rate
Notes

     

    If this
Note is designated as an Inverse Floating Rate Note on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the Inverse Floating
Rate shall be equal to (i) in the case of the period, if any, commencing on the
Original Issue Date (or such other date which may be specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith as the
date on which this Note shall begin to accrue interest), up to the first
Interest Reset Date, the Initial Fixed Interest Rate specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, and
(ii) in the case of each period commencing on an Interest Reset Date, the Reset
Fixed Reference Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith minus the interest rate determined by
reference to the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, as adjusted by the Spread
and/or Spread Multiplier, if any, as determined in accordance with the
provisions hereof; provided,
however, that the interest rate thereon will not be less than
zero.

     

    Floating Rate / Fixed Rate
Notes

     

    If this
Note is designated as a Floating Rate / Fixed Rate Note, this Note will be a
Floating Rate note for a specified portion of its term and a Fixed Rate Note for
the remainder of its term, in which event the interest rate on this Note will be
determined as provided herein as if it were a Floating Rate Note and a Fixed
Rate Note hereunder for each such respective period, all as described herein and
in the applicable pricing supplement.

     

    Subsequent Interest
Periods

     

    If so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Spread, Spread Multiplier or method of calculation of
the Interest Rate on this Note may be reset by the Company on the date or dates
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an “Optional Reset Date”).  The Company may
reset the Spread, Spread Multiplier or method of calculation of the Interest
Rate Interest Rate by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to each Optional Reset Date.  Not later than
40 days prior to each Optional Reset Date, the Trustee 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 Spread, Spread
Multiplier or method of calculation of the Interest Rate, and if so, (i) such
new Spread, Spread Multiplier or method of calculation of the Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
“Subsequent Interest Period”), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.  Upon the transmittal
by the Trustee of a Reset Notice to the Holder of a Note, such new Spread,
Spread Multiplier or method of calculation of the Interest Rate shall take
effect automatically.  Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice.  Notwithstanding the foregoing, not later than
20 days prior to the Optional Reset Date, the Company may, at its option, revoke
the Spread or Spread Multiplier provided for in the Reset Notice and establish a
higher Spread or Spread Multiplier for the Subsequent Interest Period by causing
the Trustee to mail notice of such higher Spread or Spread Multiplier, first
class, postage prepaid, to the Holder of this Note.  Such notice shall
be irrevocable.  All Registered Notes with respect to which the Spread
or Spread Multiplier is reset on an Optional Reset Date will bear such higher
Spread or Spread Multiplier.

     

    The
Holder of this Note will have the option to elect repayment of the Note by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date.  In order
to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the 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 certain or all interest payments, in the
case of an Indexed Rate Note, and/or the principal amount payable at Stated
Maturity or earlier redemption or retirement, in the case of an Indexed
Principal Note, is determined by reference to the amount designated on the face
hereof or in the pricing supplement attached hereto or delivered herewith as the
Face Amount of this Note and by reference to the Index as described on the face
hereof or in the pricing supplement attached hereto or delivered
herewith.  If this Note is an Indexed Principal Note, the amount of
any interest payment will be determined by reference to the Face Amount
described on the face hereof or in the pricing supplement attached hereto or
delivered herewith.  If this Note is an Indexed Principal Note, the
principal amount payable at Stated Maturity or any earlier redemption or
repayment of this Note may be different from the Face Amount.  If a
third party is appointed to calculate or announce the Index for a particular
Indexed Note and the third party either suspends the calculation or announcement
of such Index or changes the basis upon which such Index is calculated in a
manner that is inconsistent with the applicable pricing supplement, then the
Company will select another third party to calculate or announce the
Index.  The agent or another affiliate of the Company may be either
the original or successor third party selected by the Company.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    If for
any reason such Index cannot be calculated on the same basis and subject to the
same conditions and controls as applied to the original third party, then the
indexed interest payments, if any, or any indexed principal amount of this Note
shall be calculated in the manner set forth in the applicable pricing
supplement.  Any determination of such third party shall in the
absence of manifest error be binding on all parties.

     

    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 specified currency/U.S. dollar exchange rate prevailing at
11:00 a.m., London time, on the second Exchange Rate Business Day prior to the
applicable payment date.  In the event that such exchange rate bid
quotation is not so available, the Exchange Rate Agent after consultation with
the Company’s control.   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.

     

    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”).

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    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 Spread or Spread Multiplier 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 Spread or Spread
Multiplier provided for in the Extension Notice and establish a higher Spread or
Spread Multiplier for the Extension Period by causing the Trustee to mail notice
of such higher Spread or Spread Multiplier, 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 Spread or Spread Multiplier for the Extension Period, whether or not
tendered for repayment.

     

    If the
Company extends the Stated Maturity of this Note, the Holder will have the
option to elect repayment of this Note by the Company on the 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.

     

    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.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    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.

     

    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.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    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.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    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.