ex4-02.htm


     

     

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

      


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

      


      CITIGROUP
INC.

      Floating
Rate Notes due December 9, 2010

      
        
          	 	 
	
                  REGISTERED

                	
                  REGISTERED

                
	 
      	 
      
	 
      	
                  CUSIP:
      17313U AB 5

                
	 
      	
                  ISIN:
      US17313UAB52

                
	 
      	
                  Common
      Code: 040422374

                
	 
      	 
      
	
                  No.
      R-0001

                	
                  $

                


        

      

      


      CITIGROUP INC., a Delaware
corporation (the "Company", which term includes any successor Person under the
Indenture), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $________ on December 9, 2010 and to
pay interest thereon from and including December 9, 2008 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly, on March 9, June 9, September 9 and December 9 of each year,
commencing March 9, 2009, at the rate per annum for each Interest Period of
three-month LIBOR, determined as provided herein, plus 0.55% until the principal
hereof is paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note is registered at the close of business on the Record Date for such
interest, which shall be the Business Day immediately preceding such Interest
Payment Date.

      


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


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      Interest
hereon will be calculated on the basis of the actual number of days elapsed in
an Interest Period and a 360-day year.  Dollar amounts resulting from
such calculation will be rounded to the nearest cent, with one-half cent being
rounded upward.  An "Interest Period" shall be the period from and
including an Interest Payment Date (or from December 9, 2008 in the case of the
first Interest Payment Date) to and including the day immediately preceding the
next Interest Payment Date.

      


      If an
Interest Payment Date falls on a day that is not a Business Day, such Interest
Payment Date will be the next succeeding Business Day.  If the
Maturity of the Notes falls on a day that is not a Business Day, the payment due
on Maturity will be postponed to the next succeeding Business Day, and no
further interest will accrue in respect of such postponement.  If a
date for payment of interest or principal on the Notes falls on a day that is
not a business day in the place of payment, such payment will be made on the
next succeeding business day in such place of payment as if made on the date the
payment was due.  No interest will accrue on any amounts payable for
the period from and after the due date for payment of such principal or
interest.

      


      For these purposes, “Business Day”
means any day which is a day on which commercial banks settle payments and are
open for general business in The City of New York.

      


      Payment of the principal of and
interest on this Note will be made at the office or agency of the Trustee
maintained for that purpose in The City of New York.

      


      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 Trustee 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.

      


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

      


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


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


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

      


      Dated:  December
9, 2008

       

      CITIGROUP
INC.

       

       

      By: 
_________________________________

      Title:  Chief
Accounting Officer

      


      


      


      ATTEST:

      


      By: 
___________________________

      Title:  Assistant
Secretary

      


      


      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


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

      


      Dated:  December
9, 2008

       

      THE BANK
OF NEW YORK MELLON,

      as
Trustee

       

       

      By: 
_________________________________

      Name:

      Title:

       

       

      -or-

       

       

      CITIBANK,
N.A.,

      as
Authenticating Agent

       

       

      By: 
_________________________________

      Name:

      Title:

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      This Note is one of a duly authorized
issue of Securities of the Company (the "Notes"), issued and to be issued in one
or more series under the Indenture, dated as of March 15, 1987 (as amended and
supplemented to date, the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note is one of the series
designated on the face hereof, initially limited in aggregate principal to
$1,250,000,000.

      


      This Note will bear interest for each
Interest Period at a rate determined by Citibank, N.A., acting as Calculation
Agent.  The interest rate on this Note for a particular Interest
Period will be a per annum rate equal to three-month LIBOR as determined on the
related Interest Determination Date, plus 0.55%.  The Interest
Determination Date for an Interest Period will be the second London business day
preceding such Interest Period.  The Interest Determination Date for
the first Interest Period was December 5, 2008.  Promptly upon
determination, the Calculation Agent will inform the Trustee and the Company of
the interest rate for the next Interest Period.  Absent manifest
error, the determination of the interest rate by the Calculation Agent shall be
binding and conclusive on the holders of Notes, the Trustee and the
Company.

      


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

      


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

      


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


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


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

      


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

      


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

      


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

      


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


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


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

      


      The Notes represented by this Global
Security are exchangeable for definitive Notes in certificated form of like
tenor as such Notes in denominations of $1,000 and whole multiples of $1,000 in
excess thereof only if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Notes or (ii) the
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion
decides to allow the Notes to be exchanged for definitive Notes in registered
form.  Any Notes that are exchangeable pursuant to the preceding
sentence are exchangeable for certificated Notes issuable in authorized
denominations and registered in such names as the Depository shall
direct.  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of definitive Notes in certificated
form is registrable in the register maintained by the Company in The City of New
York for such purpose, upon surrender of the definitive Note for registration of
transfer at the office or agency of the registrar, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the registrar duly executed by, the holder thereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.  Subject to the foregoing, this Note is not exchangeable,
except for a Global Security or Global Securities of this issue of the same
principal amount to be registered in the name of the Depository or its
nominee.

      


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

      


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

      


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


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


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

      


      
        	
                 
      

              	
                (1)

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

              


      

      


      
        	
                 
      

              	
                (a)

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

              


      

      
        	
                 
      

              	
                (b)

              	
                having
      had such a relationship in the past
or

              


      

      
        	
                 
      

              	
                (c)

              	
                being
      considered as having had such a
relationship.

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	 	
                (a)

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

              


      

      
        	
                 
      

              	 	
                (b)

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

              


      

      
        	
                 
      

              	 	
                (c)

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

              


      

      


      
        	
                 
      

              	
                (3)

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

              


      

      


      
        	
                 
      

              	 	
                (a)

              	
                personal
      holding company;

              


      

      
        	
                 
      

              	 	
                (b)

              	
                foreign
      personal holding company;

              


      

      
        	
                 
      

              	 	
                (c)

              	
                foreign
      private foundation or other foreign tax-exempt
    organization;

              


      

      
        	
                 
      

              	 	
                (d)

              	
                passive
      foreign investment company;

              


      

      
        	
                 
      

              	 	
                (e)

              	
                controlled
      foreign corporation or

              


      

      
        	
                 
      

              	 	
                (f)

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

              


      

      


      
        	
                 
      

              	
                (4)

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

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


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

      


      
        	
                 
      

              	
                (5)

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

              


      

      


      
        	
                 
      

              	 	
                (a)

              	
                fiduciary;

              


      

      
        	
                 
      

              	 	
                (b)

              	
                partnership;

              


      

      
        	
                 
      

              	 	
                (c)

              	
                limited
      liability company or

              


      

      
        	
                 
      

              	 	
                (d)

              	
                other
      fiscally transparent entity

              


      

      


      
        	
                 
      

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

              


      

      


      
        	
                 
      

              	
                (6)

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

              


      

      


      
        	
                 
      

              	
                (7)

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

              


      

      


      
        	
                 
      

              	
                (8)

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

              


      

      


      
        	
                 
      

              	
                (9)

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

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (10)

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

              


      

      


      
        	
                 
      

              	 	
                (a)

              	
                estate
      tax;

              


      

      
        	
                 
      

              	 	
                (b)

              	
                inheritance
      tax;

              


      

      
        	
                 
      

              	 	
                (c)

              	
                gift
      tax;

              


      

      
        	
                 
      

              	 	
                (d)

              	
                sales
      tax;

              


      

      
        	
                 
      

              	 	
                (e)

              	
                excise
      tax;

              


      

      
        	
                 
      

              	 	
                (f)

              	
                transfer
      tax;

              


      

      
        	
                 
      

              	 	
                (g)

              	
                wealth
      tax;

              


      

      
        	
                 
      

              	 	
                (h)

              	
                personal
      property tax or

              


      

      
        	
                 
      

              	 	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (11)

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

              


      

      


      
        	
                 
      

              	
                (12)

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

              


      

      


      
        	
                 
      

              	
                (13)

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

              


      

      


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

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      
        	
                 
      

              	
                (b)

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

              


      

      
        	
                 
      

              	
                (c)

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

              


      

      
        	
                 
      

              	
                (d)

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

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


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

      


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

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      
        	
                 
      

              	
                (b)

              	
                the
      obligation to pay Additional Amounts arises as a result of any change in
      the laws, regulations or rulings of the United States, or an official
      position regarding the application or interpretation of such laws,
      regulations or rulings, which change is announced or becomes effective on
      or after December 2, 2008 and

              


      

      
        	
                 
      

              	
                (c)

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

              


      

      


      
        	
                 
      

              	
                (2)

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

              


      

      


      
        	
                 
      

              	
                (a)

              	
                any
      act is taken by a taxing authority of the United States on or after
      December 2, 2008, whether or not such act is taken in relation to the
      Company or any affiliate, that results in a substantial probability that
      the Company will or may be required to pay Additional Amounts as described
      above;

              


      

      
        	
                 
      

              	
                (b)

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

              


      

      
        	
                 
      

              	
                (c)

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

              


      

      


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

      


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

       

       

       

      
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