<PAGE>

                                                                    Exhibit 4.02

                  This Subordinated 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 Subordinated Note is
not exchangeable for Subordinated 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 Subordinated Note (other
than a transfer of this Subordinated 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 Euroclear System or Clearstream Banking, societe anonyme
(each a "Depository"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Citivic Nominees Limited or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to Citivic Nominees
Limited 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, Citivic Nominees Limited, has an interest herein.

                  THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
BUT ARE UNSECURED OBLIGATIONS OF CITIGROUP INC. THE SUBORDINATED NOTES ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER FEDERAL
AGENCY OR INSTRUMENTALITY.

                                 CITIGROUP INC.

    4.75% FIXED RATE/FLOATING RATE SUBORDINATED NOTES DUE FEBRUARY 10, 2019

REGISTERED                                                    REGISTERED

                                                           CUSIP: 172967
                                                               ISIN: XS0
                                                            Common Code:

No. R-0001-INT                                          up to E[       ]

         CITIGROUP INC., a Delaware corporation (the "Company", which term
includes any successor Person under the Indenture), for value received, hereby
promises to pay to Citivic Nominees Limited, or registered assigns, the
principal sum of up to E[     ] (or such other principal sum as has been most
lately endorsed on the Schedule of Exchanges of Interests hereto) on February
10, 2019, and until the principal hereof is paid or made available for payment
to pay interest thereon (i) from and including February 10, 2004 or from the
most recent Interest Payment Date (as defined herein) to which interest has been
paid or duly provided for, to but excluding February 10, 2014 (the "Fixed Rate
Period"), annually on February 10 of each year, commencing February 10, 2005, at
a fixed rate of 4.75% per annum, and (ii) from and including February 10, 2014
or from and including the most recent Interest Payment Date thereafter to

<PAGE>

which interest has been paid or duly provided for to but excluding February 10,
2019 or earlier date of redemption (the "Floating Rate Period"), quarterly, on
February 10, May 10, August 10, and November 10 of each year beginning May 10,
2014 (each such annual or quarterly payment date, an "Interest Payment Date"),
at a rate per annum for each interest period equal to three-month EURIBOR (as
defined herein) plus 1.40%, as determined by Citibank, N.A., as calculation
agent (the "Calculation Agent"), and reset quarterly as described herein. An
interest period during the Floating Rate Period will be the period commencing on
an Interest Payment Date and ending on the day preceding the next following
Interest Payment Date. 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 Subordinated Note is registered at the
close of business on the Record Date for such interest, which shall be (i) the
January 31 (whether or not a Business Day) next preceding an Interest Payment
Date during the Fixed Rate Period and (ii) the Business Day immediately
preceding an Interest Payment Date during the Floating Rate Period.

         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 Subordinated 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 Subordinated 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 Subordinated Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.

         Interest hereon during the Fixed Rate Period will be calculated on the
basis of the actual number of days elapsed and a year of 365 days or (in the
case of a leap year) 366 days. Interest hereon during the Floating Rate Period
will be calculated on the basis of the actual number of days elapsed and a year
of 360 days. All Euro amounts resulting from the calculations described in the
preceding two sentences will be rounded to the nearest cent.

         During the Fixed Rate Period, if either an Interest Payment Date or a
redemption date falls on a day that is not a Business Day, the payment due on
such date will be postponed to the next succeeding Business Day, and no further
interest will accrue in respect of such postponement. "Business Day" means any
day on which commercial banks settle payments and are open for general business
(including dealings in foreign currency deposits and foreign exchange) in New
York City and London and which is also a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer ("TARGET") System is open.

         During the Floating Rate Period, if an Interest Payment Date falls on a
day that is not a Business Day, such interest payment will be postponed to the
next succeeding Business Day. If either the maturity date or a redemption date
falls on a day that is not a Business Day, the payment due on such date will be
postponed to the next succeeding Business Day, and no further interest will
accrue in respect of such postponement.

<PAGE>

         During both the Fixed Rate Period and the Floating Rate Period, if a
date for payment of interest or principal on the Subordinated Note 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 such payment was due. No interest will accrue on any amounts payable
for the period from and after the due date for payment of such interest or
principal.

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

         Reference is hereby made to the further provisions of this Subordinated
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 the authenticating agent on behalf of the Trustee by manual
signature, this Subordinated Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

<PAGE>

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

Dated:  February 10, 2004

                                    CITIGROUP INC.

                                    By:_________________________________
                                    Title:

ATTEST:

By:___________________
Assistant Secretary

<PAGE>

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

Dated: February 10, 2004

                                    J.P. MORGAN TRUST COMPANY, N.A.,
                                    as Trustee

                                    By:_________________________________
                                       Name:
                                       Title:

                                    -or-

                                    CITIBANK, N.A., LONDON OFFICE,
                                         as Authenticating Agent

                                    By:_________________________________
                                       Name:
                                       Title:

<PAGE>

         This Subordinated Note is one of a duly authorized issue of Securities
of the Company (the "Subordinated Notes"), issued and to be issued in one or
more series under the Indenture, dated as of April 12, 2001 (the "Indenture"),
between the Company and J.P. Morgan Trust Company, N.A. (successor-in-interest
to Bank One Trust Company, 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 Trustee and the holders of the Subordinated Notes and of the
terms upon which the Subordinated Notes are, and are to be, authenticated and
delivered. This Subordinated Note is one of the series designated on the face
hereof, initially issued in the aggregate principal amount of
E1,350,000,000.

         The Company covenants and agrees that the indebtedness evidenced by the
Subordinated Notes is subordinate and junior in right of payment to all Senior
Indebtedness (as defined in the Indenture) to the extent provided in the
Indenture, and each holder of Subordinated Notes, by his or her acceptance
thereof, likewise covenants and agrees to the subordination provided in the
Indenture (including Article Fourteen thereof) and shall be bound by the
provisions thereof.

         In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same becomes due and payable after any applicable grace period, whether at
maturity or at a date fixed for prepayment or by declaration or otherwise, then,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property, securities,
by set-off or otherwise) shall be made or agreed to be made on account of the
principal of, or premium, if any, or interest on the indebtedness evidenced by
the Subordinated Notes, or in respect of any redemption, retirement or other
acquisition of any of the Subordinated Notes, except that holders of
Subordinated Notes may receive and retain (x) securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Subordinated Notes, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment and (y) payments made from a defeasance trust
created pursuant to Article Eleven of the Indenture.

         In the event of:

                  (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,

                  (ii) any proceeding for liquidation, dissolution or other
winding up of the Company, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,

<PAGE>

                  (iii) any assignment by the Company for the benefit of
creditors, or

                  (iv) any other marshalling of the assets of the Company,

all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any of the Subordinated Notes on account thereof (except
as provided in the next sentence). Any payment or distribution, whether in cash,
securities or other property (other than (x) securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Subordinated Notes, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment and (y) payments made from a defeasance trust
created pursuant to Article Eleven of the Indenture), which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the
Subordinated Notes shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full.

         This Subordinated Note will bear interest for each interest period
during the Floating Rate Period at a rate determined by Citibank, N.A., acting
as Calculation Agent. The interest rate on this Subordinated Note for a
particular interest period will be a per annum rate equal to EURIBOR as
determined on the related interest determination date plus 1.40%. The interest
determination date for an interest period will be the second TARGET business day
preceding such interest period. A TARGET business day is a day on which the
TARGET System is open. 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 Subordinated
Notes, the Trustee and the Company.

         On any interest determination date, EURIBOR will be equal to the
offered rate for deposits in Euros having a maturity of three months, in amounts
of at least E1,000,000, as such rate appears on Telerate Page 248 at
approximately 11:00 a.m., Brussels time, on such interest determination date. If
the Telerate Page 248 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 person sponsoring such information for the purpose of
displaying offered rates for deposits in Euros. If no such service exists, the
Calculation Agent shall proceed as described in the next paragraph.

         If no offered rate appears on Telerate Page 248 on an interest
determination date at approximately 11:00 a.m., Brussels time, then the
Calculation Agent (after consultation with the Company) will select four major
banks in the Euro-zone and shall request each of their principal Euro-zone
offices to provide a quotation of the rate at which three-month deposits in
Euros in amounts of at least E1,000,000 are offered by it to prime banks in the
Euro-zone interbank

<PAGE>

market, on that date and at that time, that is representative of single
transactions at that time. If at least two quotations are provided, EURIBOR will
be the arithmetic average of the quotations provided. Otherwise, the Calculation
Agent (after consultation with the Company) will select three major banks in the
Euro-zone and shall request each of them to provide a quotation of the rate
offered by them at approximately 11:00 a.m., Brussels time, on the interest
determination date for loans in Euros to leading European banks for a
three-month period commencing on that date and in an amount of at least
E1,000,000 that is representative of single transactions at that time. If three
quotations are provided, EURIBOR will be the arithmetic average of the
quotations provided. Otherwise, the rate of EURIBOR for the next interest period
will be set equal to the rate of EURIBOR for the current interest period.

         The Euro-zone is the region comprised of the member states of the
European Union that have adopted the Euro as their single currency.

         So long as the Subordinated Notes of this series are in the form of
Global Securities only, all Subordinated Notes of this series will collectively
be evidenced (a) by the three Global Securities for this series registered in
the name of Cede & Co. and bearing registration numbers R-0001-DTC-A,
R-0001-DTC-B and R-0001-DTC-C (collectively, the "DTC Global Notes") and (b) by
this Global Note (the "International Global Note"). The DTC Global Notes and the
International Global Note will at all times collectively represent the aggregate
principal amount of this series outstanding from time to time. If at any time a
portion of the International Global Note is exchanged for an interest in a DTC
Global Note, the principal amount of a DTC Global Note shall be increased by the
amount of such portion, and that DTC Global Note shall be endorsed on the
Schedule of Exchanges of Interests thereto to reflect such principal increase,
subject to the limitation that in no event may the principal amount of a DTC
Global Note be greater than the equivalent in U.S. dollars of $500,000,000. If
at any time a portion of a DTC Global Note is exchanged for an interest in the
International Global Note, the principal amount of that DTC Global Note shall be
decreased by the amount of such portion, and that DTC Global Note shall be
endorsed on the Schedule of Exchanges of Interests thereto to reflect such
principal decrease. To ascertain the U.S. dollar equivalent of the principal
amount endorsed on the Schedule of Exchanges of Interests attached to a DTC
Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency
Agreement, and the U.S. dollar equivalent quoted by such exchange agent (and the
date of such quote) shall be noted on such Schedule of Exchanges of Interests
next to the corresponding Euro amount.

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

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

         The Indenture contains provisions permitting the Company and the
Trustee, without the consent of the holders of Securities, to establish, among
other things, the form and terms of any

<PAGE>

series of Securities issuable thereunder by one or more supplemental indentures,
and, with the consent of the holders of not less than a majority of the
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 shall, without the consent of the holder of each Outstanding
Security so affected, (x) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium thereon,
or change any place of payment where, or the coin or currency in which any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption on or after the Redemption Date)
or modify the provisions of the Indenture with respect to the subordination of
the Securities in a manner adverse to the Securityholders or (y) reduce the
aforesaid percentage in principal amount of the Outstanding Securities of any
series, the consent of the holders of which is required for any supplemental
indenture, or the consent of whose holders is required for any waiver provided
for in the Indenture, or (z) modify certain other provisions of the Indenture,
as set forth in Section 13.02 of the Indenture.

         No reference herein to the Indenture and no provision of this
Subordinated 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 Subordinated Note at the times, place and rate, and in the coin
or currency, herein prescribed.

         This Subordinated Note is a Global Security registered in the name of a
nominee of the Depository. This Subordinated Note is exchangeable for
Subordinated 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 Subordinated Notes
in certificated form, this Subordinated 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 Subordinated Notes represented by this Global Security are
exchangeable for definitive Subordinated Notes in certificated form of like
tenor as such Subordinated Notes in denominations of E1,000 and integral
multiples thereof only if (i) both the Euroclear System and Clearstream Banking,
societe anonyme, notify the Company that they are unwilling or unable to
continue as a clearing system for the International Global Note or (ii) the
Company in its sole discretion decides to allow the Subordinated Notes to be
exchanged for definitive Subordinated Notes in registered form. Any Subordinated
Notes that are exchangeable pursuant to the preceding sentence are exchangeable
for certificated Subordinated 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 Subordinated Notes in certificated form is registrable in the
register maintained by the Company for such purpose, upon surrender of the
definitive Subordinated Note for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on the
definitive Subordinated Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
registrar duly executed by, the

<PAGE>

holder thereof or his attorney duly authorized in writing, and thereupon one or
more new Subordinated 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
Subordinated 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 Subordinated 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 Subordinated Note is registered as the
owner hereof for all purposes, whether or not this Subordinated 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 Subordinated Note that is a non-United States person in
order to ensure that every net payment on such Subordinated 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 Subordinated 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 Subordinated Note.

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

         (1)      Additional Amounts will not be payable if a payment on a
                  Subordinated 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
                  Subordinated 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.

<PAGE>

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

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

         (5)      Additional Amounts will not be payable to any beneficial owner
                  of a Subordinated 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 Subordinated
                  Note, or any portion of the Subordinated 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
                  Subordinated 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

<PAGE>

                  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
                  Subordinated 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 Subordinated Note by the Company or a paying agent.

         (8)      Additional Amounts will not be payable if a payment on a
                  Subordinated 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
                  Subordinated 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 Subordinated Note for payment more than 30 days after the
                  date on which such payment becomes due or is duly provided
                  for, whichever occurs later.

         (10)     Additional Amounts will not be payable if a payment on a
                  Subordinated 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
                  Subordinated 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 Subordinated 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
                  Subordinated 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

<PAGE>

                  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
                  Subordinated 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 Subordinated Note, "United States person" means:

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

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

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

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

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

         The Subordinated Notes may be redeemed at the option of the Company, in
whole and not in part, on any Interest Payment Date occurring on or after
February 10, 2014, at a redemption price equal to 100% of the principal amount
of the Subordinated Notes plus accrued and unpaid interest thereon to the
redemption date, including any Additional Amounts.

         After notice has been given as provided in the Indenture and funds for
the redemption of the Subordinated Notes have been made available to the paying
agents on the redemption date, the Subordinated Notes will cease to accrue
interest on and after the redemption date. Thereafter, the only right of holders
of the Subordinated Notes will be to receive payment of the redemption price.

         Notice of any optional redemption of the Subordinated Notes will be
given by the Company at least 30 days before the date fixed for the redemption.

         In addition:

         (1)      The Company may, at its option, redeem the Subordinated 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

<PAGE>

                           rulings, which change is announced or becomes
                           effective on or after January 30, 2004 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 Subordinated Notes or taking any action
                           that would entail a material cost to the Company.

         (2)      The Company may also redeem the Subordinated Notes, at its
                  option, if:

                  (a)      any act is taken by a taxing authority of the United
                           States on or after January 30, 2004, 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 Subordinated 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 Subordinated Notes pursuant to their
                           terms.

Any redemption of the Subordinated 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 Subordinated 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 Subordinated Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture. The
Subordinated Notes are governed by the laws of the State of New York.

<PAGE>

                       SCHEDULE OF EXCHANGES OF INTERESTS

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

<TABLE>
<CAPTION>
                                                                   Principal Amount of     Signature of
                      Amount of decrease      Amount of decrease    this Subordinated       Authorized
                     in Principal Amount     in Principal Amount   Note following such      Officer of
    Date of         of this Subordinated    of this Subordinated      decrease (or          Trustee or
   Exchange                 Note                    Note                increase)          Fiscal Agent
---------------     --------------------    --------------------   ---------------------   -------------
<S>                 <C>                     <C>                    <C>                     <C>
February 10, 2004 (original issuance)                                   E_______           ______

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________
</TABLE>

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