EX 4.01


    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 Depository
      Trust Company, a New York corporation (the "Depository"), to Citigroup Inc.
      or
      its agent for registration of transfer, exchange, or payment, and any
      certificate issued in respect thereof 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.

    


    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.

    Floating
      Rate Subordinated Notes due August 25, 2036

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	 	 
	 	
              CUSIP:
                172967 DS 7

            
	 	
              ISIN:
                US172967DS78

            
	 	
              Common
                Code: 026584914

            
	 	 
	
              No.
                R-________

            	
              $________________

            


    

    


    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 August
      25, 2036 and to pay interest thereon from and including May 25, 2007 or from
      the
      most recent Interest Payment Date (as defined herein) to which interest has
      been
      paid or duly provided for, quarterly, on February 25, May 25, August 25 and
      November 25 of each year, commencing August 25, 2007, 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 (each
      such payment date, an “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 pursuant to the instructions of 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 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 pursuant to
      the
      instructions of 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 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 May 25, 2007 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
      Subordinated 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 Subordinated 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 on which commercial banks settle payments
      and are open for general business in The City of New York and
      London.

    


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

    


    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
      an 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.


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


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

    


    Dated:
      May 31, 2007

    


    CITIGROUP
      INC.

     

     

    By: 
      _________________________________

    Title:
      Assistant Treasurer

    


    


    


    ATTEST:

    


    By: 
      ___________________________

    Title:
      Assistant Secretary


    



    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


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

    


    Dated:
      May 31, 2007

    


    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    By: 
      _________________________________

    Name:

    Title:

     

    -or-

     

    CITIBANK,
      N.A.,

    as
      Authenticating Agent

     

    By: 
      _________________________________

    Name:

    Title:

    



    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    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, as supplemented August 2, 2004 (the
      "Indenture"), between the Company and The Bank of New York
      (successor-in-interest to J.P. Morgan Trust Company, N.A. and 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, previously
      issued in the aggregate principal amount of $425,000,000 and increased to
      $525,000,000.

    


    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,

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (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 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 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 May 23, 2007. Promptly
      upon
      determination, the Calculation Agent will inform the Trustee and the Company
      of
      the interest rate for the next Interest Period. Absent manifest error, the
      determination of the interest rate by the Calculation Agent shall be binding
      and
      conclusive on the holders of Subordinated 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
      Telerate Page 3750 at approximately 11:00 a.m., London time, on such Interest
      Determination Date. If the Telerate Page 3750 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 Telerate Page 3750 on an Interest Determination Date
      at
      approximately 11:00 a.m., London time, then the Calculation Agent (after
      consultation with the


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    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.

    


    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 Subordinated 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 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 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


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    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 $100,000 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 Subordinated 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 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 in The City of New York for such purpose,
      upon surrender of the definitive Subordinated 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 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


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    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.

            


    

    


    
      	 	
              (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 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

            


    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    
      	 	
               

            	
              (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 Subordinated 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 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.

                


        

      

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    
      	 	
              (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 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.

            


    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    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 its
      possessions.

    


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

     

    
      	
            	(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 rulings, which change is announced or becomes effective
                on
                or after August 18, 2006 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
                August
                18, 2006, 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

            


    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    
      	 	 	
              (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.

     

    
      
         

      

        -13-