<PAGE>

                                                                   Exhibit 4(dd)

BEARER                                                          PRINCIPAL AMOUNT
No. FX ___                                                        OR FACE AMOUNT
                                                                   $____________
                                                                   CUSIP:_______

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.          COMMON CODE
                        MEDIUM-TERM SENIOR NOTE, SERIES D
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

            ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

            IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES

Issue Price:                                                Original Issue Date:

Interest Rate:                                                  Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

Dual Currency Note:                     [ ] Yes (see attached)   [ ] No

         Optional Payment Currency:
         Designated Exchange Rate:

Interest Payment Dates:  Accrue to Pay: [ ] Yes                   [ ] No

Indexed Principal Note:                 [ ] Yes (see attached)    [ ] No

Interest Rate Reset: [ ] The Interest Rate may not be changed prior to Stated
                         Maturity.

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

Optional Reset Dates (if applicable):

Amortizing Note:                        [ ] Yes                   [ ] No

Amortization Schedule:

Optional Redemption:                    [ ] Yes                   [ ] No

<PAGE>



Optional Redemption Dates:

Redemption Prices:

Bond Yield to Maturity:           Bond Yield to Call:

Optional Repayment:                     [ ] Yes                   [ ] No

Optional Repayment Dates:      Optional Repayment Prices:

Optional Extension of Stated Maturity:  [ ] Yes                   [ ] No

Final Maturity:

Discount Note:                          [ ] Yes                   [ ] No

Total Amount of OID:              Yield to Maturity:

Renewable Note:                         [ ] Yes (see attached)    [ ] No

Initial Maturity Date:

                 Special Election Interval (if applicable):

                 Amount (if less than entire principal amount)
                 as to which election may be exercised:

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                       [ ] commercial paper

                       [ ] a shorter term debt security

                       [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       2
<PAGE>



         CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of New York (herein referred to as the
"Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof (a) the Principal Amount or, in the case of an
Indexed Principal Note, the Face Amount adjusted by reference to prices, changes
in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein and (b) accrued interest on the Principal Amount then
outstanding (or in the case of an Indexed Principal Note, the Face Amount, then
outstanding) to the bearer of the interest coupons attached hereto (the
"Coupons") at the Interest Rate shown above from the Original Issue Date shown
above or from the most recent date to which interest has been paid or duly
provided for, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith commencing on the first Interest Payment
Date following the Original Issue Date shown above upon presentation and
surrender of the Coupons as they shall severally mature, and on the Stated
Maturity shown above, or upon earlier redemption or repayment, until, in either
case, the Principal Amount then outstanding or the Face Amount is paid or duly
provided for in accordance with the terms hereof. Unless otherwise specified
herein or in the pricing supplement attached hereto or delivered herewith,
interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months or, in the case of an incomplete month, the number of
days elapsed.

         For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that, in The City
of New York, is not a day on which banking institutions generally are authorized
or obligated by law or executive order to close; (ii) with respect to Bearer
Notes having a Specified Currency other than U.S. dollars only, other than
Bearer Notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the Specified Currency, is not a day
on which banking institutions generally are authorized or obligated by law to
close; (iii) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open (a "TARGET Business Day"); and (iv) with respect to any
determination by the exchange rate agent (as defined below) of an exchange rate
pursuant to notes having a Specified Currency other than U.S. dollars, any such
day on which banking institutions and foreign exchange markets settle payments
in New York City and London (an "Exchange Rate Business Day").

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

         If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).

         Except under certain circumstances for Notes having Specified
Currencies other than U.S. dollars, payments of the principal hereof and any
premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only

                                       3
<PAGE>

against surrender of this Note or such Coupon, at the offices of the Paying
Agents outside the United States listed on the reverse hereof. At the direction
of the Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

         This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Citibank, N.A., or its successor,
as authentication agent.

                                       4
<PAGE>

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

Dated:

                                               CITIGROUP GLOBAL MARKETS HOLDINGS
                                                 INC.

                                               By ______________________________
                                                  Authorized Officer

[Seal]

                                               Attest __________________________
                                                  Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                         CITIBANK, N.A., as authentication agent

                                               By ______________________________
                                                  Authorized Signatory

                                       5
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                        MEDIUM-TERM SENIOR NOTE, SERIES D
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

General

         This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of December 1, 1988, as amended (the "Indenture"),
between the Company and Bank One Trust Company, N.A., as successor 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 Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.

         The Notes are in bearer form. Unless otherwise specified in the
applicable pricing supplement, the authorized denominations of Bearer Notes
denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is an
integral multiple of U.S.$1,000. The authorized denominations of Bearer Notes
denominated in a currency other than U.S. dollars will be the approximate
equivalents thereof in the Specified Currency.

Fixed Rate Notes

         This Note will bear interest from its Original Issue Date, or from the
last Interest Payment Date to which interest has been paid or duly provided for,
at the Interest Rate stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith until the principal amount hereof is paid
or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Stated Maturity", and except
that if so specified in the attached pricing supplement, the rate of interest
payable may be subject to adjustment as specified therein.

         Unless otherwise set forth herein or in the pricing supplement attached
hereto or delivered herewith, interest on this Note will be payable semiannually
in arrears on the Interest Payment Dates set forth above and at Stated Maturity.
If an Interest Payment Date with respect to any Note would otherwise be a day
that is not a Business Day, such Interest Payment Date shall not be postponed;
provided, however, that any payment required to be made in respect of such Note
on a date (including the day of Stated Maturity) that is not a Business Day for
such Note need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment. However,
if with respect to any Note for which "Accrue to Pay" is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, any
Interest Payment Date with respect

<PAGE>

to such Fixed Rate Note would otherwise be a day that is not a Business Day,
such Interest Payment Date shall be postponed to the next succeeding Business
Day.

         Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360") or, in the case
of an incomplete month, the number of days elapsed.

Subsequent Interest Periods

         If so specified on the face hereof, the Interest Rate on this Note may
be reset by the Company on the date or dates specified on the face hereof (each
an "Optional Reset Date"). The Company may reset the Interest Rate by notifying
the Trustee for this Note at east 45 but not more than 60 days prior to each
Optional Reset Date. Not later than 40 days prior to each Optional Reset Date,
the Trustee shall provide notice (the "Reset Notice"), in accordance with
"Notices" below, indicating whether the Company has elected to reset the
Interest Rate, and if so, (i) such new Interest Rate and (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date, or, if there is no such next Optional Reset Date, to the
Stated Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to the
Holder of a Note, such new Interest Rate shall take effect automatically. Except
as modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Interest Rate provided for in the Reset Notice
and establish a higher Interest Rate for the Subsequent Interest Period by
causing the Trustee to provide notice of such higher Interest Rate to the Holder
of this Note. Such notice shall be irrevocable. All Bearer Notes with respect to
which the Interest Rate is reset on an Optional Reset Date will bear such higher
Interest Rate.

         The Holder of this Note will have the option to elect repayment of the
Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Paying Agent shall be at least 25 but not more
than 35 days prior to such Optional Reset Date, and except that if the Holder
has tendered this Note for repayment pursuant to a Reset Notice, the Holder may,
by written notice to the Paying Agent, revoke such tender for repayment until
the close of business on the tenth day before the Optional Reset Date.

Indexed Notes

         If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the Face Amount of this Note
and by reference to the Index as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount. If a
third party is appointed to calculate or announce the Index for a particular
Indexed Note and the third party either suspends the calculation or announcement
of

                                       2
<PAGE>


such Index or changes the basis upon which such Index is calculated in a manner
that is inconsistent with the applicable pricing supplement, then the Company
will select another third party to calculate or announce the Index. The agent or
another affiliate of the Company may be either the original or successor third
party selected by the Company.

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

Payments in Currencies other than the Specified Currency

         Except as set forth below, if any payment in respect hereof is required
to be made in a Specified Currency other than U.S. dollars and such currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then such payment
shall be made in U.S. dollars until such currency is again available or so used.
The amount so payable in such foreign currency shall be converted into U.S.
dollars on the basis of the most recently available Market Exchange Rate for
such currency or as otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Any payment made under such
circumstances in U.S. dollars will not constitute an Event of Default under the
Indenture.

         In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).

Dual Currency Notes

         If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), which payments would otherwise be made in
the Specified Currency of such Notes, in an optional currency (the "Optional
Payment Currency"). Such option will be exercisable in whole but not in part on
an "Option Election Date," which will be any one of the dates specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.

         If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
provided in accordance with "Notices", below, within two Business Days of the

                                       3
<PAGE>

Option Election Date and shall state (i) the first date, whether an Interest
Payment Date and/or Stated Maturity, in which scheduled payments in the Optional
Payment Currency will be made and (ii) the Designated Exchange Rate. Any such
notice by the Company, once given, may not be withdrawn. The equivalent value in
the Specified Currency of payments made after such an election may be less, at
the then current exchange rate, than if the Company had made such payment in the
Specified Currency.

Renewable Notes

         If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:

         On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").

         The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to any
duly appointed paying agent not less than 15 nor more than 30 days prior to such
Renewal Date, unless another period is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess thereof,
as is specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. Notwithstanding the foregoing, the term of this Note may
not be extended beyond the Stated Maturity specified for this Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith.

         If the Holder does not elect to renew the term, this Note must be
presented to any duly appointed paying agent and, as soon as practicable
following receipt of such Note such paying agent shall issue in exchange
therefor in the name of such Holder (i) a Note, in a principal amount equal to
the principal amount of such exchanged Note for which no election to renew the
term thereof was exercised, with terms identical to those specified on such
exchanged Note (except that such Note shall have a fixed, nonrenewable Stated
Maturity on the New Maturity Date) and (ii) if an election to renew is made with
respect to less than the full principal amount of such Holder's Note,

                                       4
<PAGE>

such paying agent shall issue in exchange for such Note in the name of such
Holder a replacement Renewable Note, in a principal amount equal to the
principal amount of such exchanged Note for which the election to renew was
made, with terms otherwise identical to the exchanged Note.

Extension of Stated Maturity

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Stated Maturity of this Note may be
extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five years up to but
not beyond the date (the "Final Maturity") set forth on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustee will mail to the Holder of this Note
not later than 40 days prior to the original Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) the Interest Rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption during such
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the provision by the Trustee of an Extension Notice
to the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, this Note will have the same terms as prior to the
provision of such Notice.

         Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the Interest Rate provided for in the Extension Notice and establish a higher
Interest Rate for the Extension Period by causing the Trustee to provide notice
of such higher Interest Rate, as the case may be, in accordance with "Notices"
below. Such notice shall be irrevocable. All Notes with respect to which the
Stated Maturity is extended will bear such higher Interest Rate for the
Extension Period, whether or not tendered for repayment.

         If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the
original Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such original
Stated Maturity once the Company has extended the Stated Maturity hereof, the
Holder must follow the procedures set forth below for optional repayment, except
that the period for delivery or notification to the Paying Agent shall be at
least 25 but not more than 35 days before the original Stated Maturity, and
except that if the Holder has tendered this Note for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth calendar day
before the original Stated Maturity.

Optional Redemption, Repayment and Repurchase

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. If the Company elects to exercise such option with respect to this Note,
at least 30 days prior to the date of

                                       5
<PAGE>

redemption, such Trustee shall provide notice of such redemption to the Holder
hereof in accordance with "Notices" below. In the event of redemption of this
Note in part only, a new Note or Notes for the unredeemed portion hereof shall
be issued to the Holder hereof upon the cancellation hereof. Notes redeemed
prior to Stated Maturity must be presented for payment together with all
unmatured Coupons, if any, appertaining thereto, failing which the amount of any
missing unmatured Coupon will be deducted from the sum due for payment.

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Stated Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

         In order for this Note to be repaid, the Principal Paying Agent must
receive this Note at least 30 but not more than 45 days prior to an Optional
Repayment Date. Any tender of this Note for repayment (except pursuant to a
Reset Notice or an Extension Notice) shall be irrevocable. The repayment option
may be exercised by the Holder of this Note for less than the entire principal
amount of this Note; provided that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued to the Holder of this Note.

         Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.

         Notwithstanding anything herein to the contrary, if this Note is a
Discount Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price), in lieu of the principal amount due
at the Stated Maturity hereof, shall be the Amortized Face Amount of this Note
as of the redemption date or the date of repayment, as the case may be. The
Amortized Face Amount of this Note on any date shall be the amount equal to (i)
the Issue Price set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith plus (ii) that portion of the difference
between such Issue Price and the stated principal amount of such Note that has
accrued by such date at (x) the Bond Yield to Maturity set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith or (y)
if so specified, the Bond Yield to Call set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith (computed in each case
in accordance with generally accepted United States bond yield computation
principles); provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note or in the pricing supplement attached hereto or delivered
herewith shall be computed on the basis of the first occurring Optional
Redemption Date with respect to such Note and the amount payable on such
Optional Redemption Date. In the event that such Note is not redeemed on such
first occurring Optional Redemption Date, the Bond Yield to Call with respect to
such Note shall be recomputed on such Optional Redemption Date on the basis of
the next occurring Optional Redemption Date and the amount payable on such
Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.

                                       6
<PAGE>



Tax Redemption

         The Bearer Notes of a series may be redeemed at the option of the
Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

         The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest to the Holder of this Note or any Coupon that
is a United States Alien (as defined below) such amounts as may be necessary so
that every net payment on this Note or such Coupon, after deduction or
withholding for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided in this Note or such Coupon to be then
due and payable. However, the Company will not be required to make any such
payment of additional interest to such Holder for or an account of:

         (a) any tax, assessment or other governmental charge that would not
      have been imposed but for (i) the existence of any present or former
      connection between such Holder (or between a fiduciary, settlor or
      beneficiary of, or a Person holding a power over, such Holder, if such
      Holder is an estate or a trust, or a member or shareholder of such Holder,
      if such Holder is a partnership or a corporation) and the United States,
      including, without limitation, such Holder (or such fiduciary, settlor,
      beneficiary, Person holding a power, member or shareholder) being or
      having been a citizen or resident thereof or being or having been engaged
      in trade or business or present therein or having or having had a
      permanent establishment therein or (ii) such Holder's past or present
      status as a passive foreign investment company, a personal holding
      company, foreign personal holding company, a controlled foreign
      corporation for United States tax purposes or private foundation or other
      tax-exempt organization with respect to the United States or as a
      corporation that accumulates earnings to avoid United States federal
      income tax;

         (b) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or other governmental charge;

                                       7
<PAGE>


         (c) any tax, assessment or other governmental charge that would not
      have been imposed but for the presentation by the Holder of this Note or
      such Coupon for payment more than 15 days after the date on which such
      payment became due and payable or on which payment thereof was duly
      provided for, whichever occurred later;

         (d) any tax, assessment or other governmental charge that is payable
      otherwise than by deduction or withholding from a payment on this Note or
      such Coupon;

         (e) any tax, assessment or other governmental charge required to be
      deducted or withheld by any Paying Agent from a payment on this Note or
      such Coupon, if such payment can be made without such deduction or
      withholding by any other Paying Agent;

         (f) any tax, assessment or other governmental charge imposed on a
      Holder that actually or constructively owns ten percent or more of the
      combined voting power of all classes of stock of the Company or is a
      controlled foreign corporation related to the Company through stock
      ownership; nor shall such additional interest be paid with respect to a
      payment on this Note or such Coupon to a Holder that is a fiduciary or
      partnership or other than the sole beneficial owner of such payment to the
      extent a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner would not have been entitled to
      the additional interest had such beneficiary, settlor, member or
      beneficial owner been the Holder of this Note or such Coupon.

         The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

Special Tax Redemption

         If the Company shall determine that any payment made outside the United
States by the Company or any of its Paying Agents in respect of this Note or any
Coupon appertaining thereto would, under any present or future laws or
regulations of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner that is a United States Alien (other than such a requirement
(a) that would not be applicable to a payment made by the Company or any one of
its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner or (b) that can be satisfied by
such custodian, nominee or other agent certifying to the effect that the
beneficial owner is a United States Alien; provided that, in any case referred
to in clause (a) (ii) or (b), payment by the custodian, nominee, or agent to the
beneficial owner is not otherwise subject to any such requirement), then the
Company shall elect either (x) to redeem such Note in whole, but not in part, at
its Redemption Price, or (y) if the conditions described in the next succeeding
paragraph are satisfied, to pay the additional interest specified in such
paragraph. The Company shall make such determination as soon as practicable and
publish prompt notice thereof stating the effective date of such certification,
documentation, information or other reporting requirement, whether the Company
elects to redeem the Note or to pay the additional interest specified in the
next succeeding paragraph and (if applicable) the last date by which the
redemption of the Note must take place.

                                       8
<PAGE>


         If this Note is to be redeemed as described in this paragraph, the
redemption shall take place on such date, not later than one year after the
publication of the determination notice, as the Company shall specify by notice
given to the Trustee at least 60 days before the redemption date. Notice of such
redemption shall be given to the Holder of this Note at least 30 but not more
than 60 days prior to the redemption date. Notwithstanding the foregoing, the
Company shall not so redeem the Note if the Company shall subsequently
determine, at least 30 days prior to the redemption date, that subsequent
payments on the Note would not be subject to any such certification,
documentation, information or other reporting requirement, in which case the
Company shall publish prompt notice of such subsequent determination and any
earlier redemption notice given shall be revoked and of no further effect.

         Prior to the publication of any determination notice, the Company shall
deliver to the Trustee for the Note to be redeemed a certificate stating that
the Company is obligated to make such determination and setting forth a
statement of facts showing that the conditions precedent to the obligation of
the Company to redeem the Note or to pay the additional interest specified in
the next succeeding paragraph have occurred, and an opinion of independent
counsel to the effect that such conditions have occurred.

         If and so long as the certification, documentation, information or
other reporting requirement referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as additional interest such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirement by the Company or any of its Paying Agents of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any paying agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the parenthetical clause of the
first sentence of the first paragraph of this section or (ii) is imposed as a
result of presentation of this Note for payment more than 15 days after the date
on which such payment became due and payable or on which payment thereof was
duly provided for, whichever occurred later), will not be less than the amount
then due and payable.

         If the Company elects to pay additional interest, then the Company
shall have the right thereafter to redeem this Note at any time in whole, but
not in part, at the Redemption Price, subject to the provisions described above.
If the Company elects to pay additional interest and the condition specified
above should no longer be satisfied, then the Company shall redeem this Note in
whole, but not in part, at the Redemption Price, subject to the provisions of
this section. Any such redemption payments made by the Company shall be subject
to the continuing obligation of the Company to pay additional interest as
described above.

                                       9
<PAGE>



Paying Agents

         The Company has initially appointed as its Paying Agents for Bearer
Notes of this Series the offices listed below:

                             Principal Paying Agent:

                                 Citibank, N.A.
                               5 Carmelite Street
                            London, England EC4Y OPA

                                  Paying Agent:

                        Kredietbank S.A. Luxembourgeoise
                         43 Boulevard Royal Luxembourg
                              Luxembourg City 2955

         The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or other Paying Agents
and to approve any change in the office through which any Paying Agent acts,
provided that there will at all times be a Paying Agent (which may be the
Trustee) in at least one city in Europe, which, so long as Bearer Notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange shall so
require, shall include Luxembourg. Notice of any such termination or appointment
and of any changes in the specified offices of the Trustee or any Paying Agent
will be given to the Holder hereof as described below.

Notices

         All notices to Holders of this Note will be deemed to have been duly
given if published on two separate Business Days in a leading London daily
newspaper (which is expected to be the Financial Times) and, with respect to any
series of Bearer Notes that may be listed on the Luxembourg Stock Exchange, if
such exchange so requires, in Luxembourg in a newspaper of general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). Such notices shall
be deemed to have been given on the date of the first such publication.

Other Terms

         If an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal of all Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Bearer Notes of different authorized denominations, as requested by the Person
surrendering the same.

         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

                                       10
<PAGE>


is registered as the Holder 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.

         If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.

         In case this Note or any Coupon shall at any time become mutilated,
destroyed, stolen or lost, it may be replaced at the specified office of the
Principal Paying Agent in London; or, with respect to any series of Bearer Notes
that are listed on the Luxembourg Stock Exchange, at the specified office of the
Paying Agent in Luxembourg, upon payment by the claimant of such expenses as may
be incurred in connection therewith and, in the case of destruction, theft or
loss, on such terms as to evidence and indemnity as the Company or the Trustee
may reasonably require. Mutilated or defaced Bearer Notes or Coupons must be
surrendered before replacements will be issued.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.

         Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.

         The Company may, without the consent of the Holders of the Notes,
consolidate with, merge into, or transfer substantially all of its assets to, a
corporation that is a U.S. Person, provided that the successor corporation
assumes all obligations of the Company under the Notes and certain other
conditions are met, including a waiver by the successor corporation of any right
to redeem the Notes under circumstances in which the successor corporation would
be entitled to redeem the Notes but the Company would not have been entitled to
do so.

         Except as provided above, the obligation to pay the principal hereof
(and premium, if any) and interest hereon in the designated currency of payment
is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment

                                       11
<PAGE>


that the Holder of this Note may, in accordance with normal banking procedures,
purchase with the sum paid in such other currency (after any premium and cost of
exchange) on the business day in the country of issue of the designated currency
of payment or in the international banking community (in the case of a composite
currency) immediately following the day on which such Holder receives such
payment. If the amount in the designated currency of payment that may be so
purchased is for any reason less than the amount originally due, the Company
shall, as a separate and independent obligation, pay such additional amounts in
the designated currency of payment as may be necessary to compensate for any
such shortfall.

         This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.

         All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       12
<PAGE>

                                                                PRINCIPAL AMOUNT
                                                                OR FACE AMOUNT
BEARER                                                          $_______________
NO. FL___                                                       CUSIP:__________

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.          COMMON CODE
                        MEDIUM-TERM SENIOR NOTE, SERIES D
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

         ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

         IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES

Issue Price:                                                Original Issue Date:

Initial Interest Rate:                                          Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
        (If other than as set forth in the Prospectus Supplement)

        Dual Currency Note:        [ ] Yes (see attached)         [ ] No

        Optional Payment Currency:
        Designated Exchange Rate:

Base Rate:     [ ] CD Rate         [ ] CommercialPaper Rate [ ] Federal Funds
                                                                Rate
               [ ] LIBOR Telerate  [ ] LIBOR Reuters        [ ] Treasury Rate
               [ ] Treasury Rate   [ ] Prime Rate
                   Constant Maturity
               [ ] Eleventh District                        [ ] EURIBOR
                   Cost of Funds Rate
                                   [ ] Other (see attached)

<PAGE>

Interest Reset Period                                        Index Maturity:
or Interest Reset Dates:

Interest Payment Dates: Accrue to Pay:  [ ] Yes                 [ ] No

Indexed Principal Note:                 [ ] Yes (see attached)  [ ] No

Floating Rate:                          [ ] Indexed Interest    [ ] (see
                                            Rate:                   attached)

Spread Multiplier:                                          Spread (+/-):

Spread Reset:                           [ ] The Spread or Spread Multiplier may
                                            not be changed prior to Stated
                                            Maturity.

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

Optional Reset Dates (if applicable):

Maximum Interest Rate:                                    Minimum Interest Rate:

Inverse Floating Rate Note:             [ ] Yes (see attached)  [ ] No

          Initial Fixed Interest Rate:  Reset Fixed Reference Rate

Floating Rate / Fixed Rate Note:        [ ] Yes (see attached)  [ ] No

Amortizing Note:                        [ ] Yes                 [ ] No

          Amortization Schedule:

Optional Redemption:                    [ ] Yes                 [ ] No

          Optional Redemption Dates:

          Redemption Prices:

Bond Yield to Maturity:                 Bond Yield to Call:

Optional Repayment:                     [ ] Yes                 [ ] No

          Optional Repayment Dates:     Optional Repayment Prices:

                                       2
<PAGE>

Optional Extension of                   [ ] Yes                 [ ] No
Stated Maturity:

          Final Maturity:

Discount Note:                          [ ] Yes                 [ ] No

          Total Amount of OID:          Yield to Maturity:

Renewable Note:                         [ ] Yes (see attached)  [ ] No

          Initial Maturity Date:

                   Special Election Interval (if applicable):

                  Amount (if less than entire principal amount)
                     as to which election may be exercised:

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                     [ ] commercial paper
                     [ ] a shorter term debt security
                     [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       3
<PAGE>

         CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of New York (herein referred to as the
"Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (a) the Principal Amount or, in the case of
an Indexed Principal Note, the Face Amount adjusted by reference to prices,
changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein, and (b) accrued interest on the Principal Amount then
outstanding (or, in the case of an Indexed Principal Note, the Face Amount then
outstanding): (i) if this is a Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Base Rate shown above, adjusted by the Spread or Spread Multiplier, if any,
shown above, determined in accordance with the provisions hereof, (ii) if this
is an Indexed Rate Note, at a rate determined by reference to an index as
described herein, (iii) if this is an Inverse Floating Rate Note, at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date and
thereafter at the Inverse Floating Rate, as determined in accordance with the
provisions hereof, or (iv) if this is a Floating Rate / Fixed Rate Note, at a
rate determined as described herein, to the bearer of the interest coupons
attached hereto (the "Coupons") upon surrender thereof as they shall severally
mature at the rates per annum and on the dates, determined as described on the
reverse hereof, until, in each case, the Principal Amount or the Face Amount is
paid or duly provided for in accordance with the terms hereof.

         For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that is (i) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note or any Coupon is presented for payment or (d) if
the Specified Currency (as defined below) is other than U.S. dollars, the
financial center of the country issuing the Specified Currency (which in the
case of the Euro shall be Brussels, Belgium); (ii) if the Base Rate specified
above is LIBOR, any such day on which dealings in deposits in the Specified
Currency are transacted in the London interbank market (a "London Business
Day"); (iii) with respect to any determination by the exchange rate agent (as
defined below) of an exchange rate pursuant to notes having a specified currency
other than U.S. dollars, any such day on which banking institutions and foreign
exchange markets settle payments in New York City and London (an "Exchange Rate
Business Day"); (iv) with respect to Bearer Notes having a specified currency
other than U.S. Dollars only, other than Bearer Notes denominated in Euros, any
day that, in the principal financial center (as defined below) of the country of
the Specified Currency, is not a day on which banking institutions generally are
authorized or obligated by law to close; and (v) with respect to EURIBOR Notes
and Notes denominated in Euros, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer ("TARGET") System is open (a "Target
Business Day").

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

         If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is

                                       4
<PAGE>

payable prior to Stated Maturity in accordance with a schedule, by application
of a formula, or by reference to an index (as described above).

         Except under certain circumstances that may apply if this Note has a
specified currency other than U.S. dollars, payments of the principal hereof and
any premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only against
surrender of this Note or such Coupon, at the offices of the Paying Agents
outside the United States listed on the reverse hereof. At the direction of the
Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

         This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by Citibank, N.A., or its successor,
as authentication agent.

                                       5
<PAGE>

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

Dated:

                                         CITIGROUP GLOBAL MARKETS HOLDINGS
                                           INC.

                                         By ____________________________________
                                             Authorized Officer

[Seal]
                                         Attest ________________________________
                                             Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                         CITIBANK, N.A., as authentication agent

                                         By  ___________________________________
                                             Authorized Signatory

                                       6
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                        MEDIUM-TERM SENIOR NOTE, SERIES D
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

General

         This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of December 1, 1988, as amended (the "Indenture"),
between the Company and Bank One Trust Company, N.A., as successor 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 Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.

         The Notes are in bearer form with coupons. Unless otherwise specified
in the applicable pricing supplement, the authorized denominations of Bearer
Notes denominated in U.S. dollars will be U.S.$10,000 and any larger amount that
is an integral multiple of U.S.$1,000. The authorized denominations of Bearer
Notes denominated in a currency other than U.S. dollars will be unless otherwise
specified herein the approximate equivalents thereof in the Specified Currency.

Floating Rate Notes

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

         "H.15(519)" means the publication entitled "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication, published by
the Board of Governors of the Federal Reserve System.

                                       1
<PAGE>

         "H.15 Daily Update" means the daily update of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or
any successor site or publication.

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

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

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

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

                                       2
<PAGE>

Reset Date shall instead be the immediately preceding Business Day. If an
auction of direct obligations of United States Treasury Bills falls on a day
that is an Interest Reset Date for Treasury Rate Notes, the Interest Reset Date
shall be the succeeding Business Day.

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

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

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

         Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, interest will be payable as
follows: (i) if this Note resets daily, weekly or monthly (other than Eleventh
District Cost of Funds Rate Notes), interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith or; (ii) in the case of
Eleventh District Cost of Funds Rate Notes, interest will be payable on the
first calendar day of each March, June, September and December; (iii) if this
Note resets quarterly, interest will be payable on the third Wednesday of March,
June, September, and December of each year; (iv) if this Note resets
semiannually, interest will be payable on the third Wednesday of each of two
months of each year specified on the face hereof or in the pricing

                                       3
<PAGE>

supplement attached hereto or delivered herewith; and (v) if this Note resets
annually, interest will be payable on the third Wednesday of the month of each
year specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith, and in each case at Maturity (each such day being an
"Interest Payment Date"). If an Interest Payment Date would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall instead be the immediately preceding
Business Day; provided, however, if with respect to any Note for which "Accrue
to Pay" is not specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, if an Interest Payment Date with respect
to such Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, further, that any payment
required to be made in respect of a Note that does not Accrue to Pay on a date
(including the day of Stated Maturity) that is not a Business Day for such Note
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment.

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

Determination of CD Rate

         If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to the CD Rate and the Spread or Spread Multiplier, if any,
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. The "CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "CD Rate Determination Date") for negotiable U.S.
dollar certificates of deposit having the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith as
published in H.15(519) under the heading "CDs (Secondary Market)". In the event
that such rate is not published prior to 3:00 p.m., New York City time, on the
Calculation Date (as defined above) pertaining to such CD Rate Determination
Date, then the "CD Rate" for such Interest Reset Period will be the rate on such
CD Rate Determination Date for negotiable U.S. dollar certificates of deposit of
the Index Maturity specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the heading "CDs (Secondary Market)." If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or H.15 Daily Update, then the "CD Rate" for such Interest
Reset Period will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such CD Rate Determination Date of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable U.S. dollar certificates of
deposit of major United States money center banks of the highest credit standing
(in the market for negotiable U.S. dollar certificates of deposit) with a
remaining maturity closest to the Index Maturity on the face hereof or in the
pricing supplement attached hereto or delivered herewith in a denomination of
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the

                                       4
<PAGE>

immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).

Determination of Commercial Paper Rate

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

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

                                        D X 360
                Money Market Yeild = ------------- X  100
                                     360 - (D X M)


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

                                       5
<PAGE>

Determination of Federal Funds Rate

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

Determination of LIBOR

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

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

                                       6
<PAGE>

designated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, "Designated LIBOR Page" means the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service and LIBOR will be the
arithmetic means of the offered rates, calculated by the Calculation Agent, or
the offered rate, if the designated LIBOR page by its terms provides only for a
single rate (or such other page as may replace the LIBO page on such service or
such other service as may be replaced by a successor service for the purpose of
displaying London interbank offered rates of major banks). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, LIBOR will be determined as if
LIBOR Moneyline Telerate had been specified.

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

Determination of Treasury Rate

         If the Base Rate specified in the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Treasury Rate or
Treasury Rate Constant Maturity, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Unless "Treasury Rate
Constant Maturity" is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the "Treasury Rate" for each Interest
Reset Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury Securities") that have the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, as such rate appears on either Moneyline Telerate
(or any successor service) on page 56 (or any other page as may replace the page
on that service) or on page 57 (or any other page as may replace that page on
that service) under the

                                       7
<PAGE>

heading "Investment Rate." The following procedures will be followed if the
Treasury Rate cannot be determined as described above. If not so published by
3:00 p.m., New York City time, on the Calculation Date, the Treasury Rate will
be the Bond Equivalent Yield (defined below) of the rate for the applicable
Treasury Securities as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable rate, under
the heading "U.S. Government Securities/Treasury Bills/Auction High." In the
event that such rate is not so published by 3:00 p.m., New York City time, on
the related Calculation Date, the Treasury Rate will be the Bond Equivalent
Yield of the auction rate of the applicable Treasury Securities as announced by
the United States Department of the Treasury. In the event that the results of
the auction of Treasury Securities is not so announced by the United States
Department of the Treasury, or if the auction is not held, then the Treasury
Rate will be the Bond Equivalent Yield of the rate on the Treasury Rate
Determination Date of the applicable Treasury Securities published in H.15(519)
under the heading of "U.S. Government Securities/Treasury Bills/Secondary
Market." If such rate is not so published by 3:00 p.m., New York City time, on
the related Calculated Date, then the Treasury Rate will be the rate on the
Treasury Rate Determination Date of the applicable Treasury Securities as
published in H.15 Daily Update, or another recognized electronic source used for
the purpose of displaying the applicable rate, under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market." In the event that such
rate is not so published by 3:00 p.m., New York City time, on the related
Calculation Date, then the Treasury Rate will be the rate on the Treasury Rate
Determination Date calculated by the Calculation Agent as the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the Treasury Rate Determination
Date, of three primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury Securities with a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, then the "Treasury Rate" for
such Interest Reset Period will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period (or, if there was no Interest Reset
Period, the Initial Interest Rate).

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

Bond Equivalent: Yield will be calculated as follows:

                                           D X N
                Bond Equivelent Yield = ------------- X 100
                                        360 - (D X N)


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

                                       8
<PAGE>

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

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

         If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the Treasury Rate on the Constant Maturity Treasury Rate
Determination Date will be calculated by the Calculation Agent, and shall be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 p.m., New York City time, on the Constant
Maturity Treasury Rate Determination Date of three leading U.S. government
securities dealers in

                                       9
<PAGE>

the City of New York, one of which may be the Agent, from five such dealers
selected by the Calculation Agent and eliminating the highest quotation, or, in
the event of equality, one of the highest, and the lowest quotation, or, in the
event of equality, one of the lowest, for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining maturity closest to the Index Maturity specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, and in an amount that is representative for a single transaction in
that market at that time.

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

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

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

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

Determination of Prime Rate

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

         The "Prime Rate" for each Interest Reset Period will be determined by
the Calculation Agent for such Prime Rate Note as of the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a "Prime Rate
Determination Date") and shall be the rate made available and subsequently
published on such date in H.15(519) under the heading "Bank Prime Loan." In the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date (as defined above) pertaining to such Prime Rate
Determination Date, then the Prime Rate for such Interest Reset Period shall be
the rate published in the H.15 Daily Update under the heading "Bank Prime Loan."
In the event that such rate has not been published prior to 3:00

                                       10
<PAGE>

p.m., New York City time, on the Calculation Date, then the Prime Rate will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below) as such bank's prime rate or base lending rate
on the Prime Rate Determination Date. If fewer than four such rates appear on
the Reuters Screen USPRIME1 Page for the Prime Rate Determination Date, the rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business on
the Prime Rate Determination Date by three major banks in The City of New York
selected by the Calculation Agent. However, if the banks so selected by the
Calculation Agent are not quoting as mentioned in the previous sentence, the
Prime Rate will be the Prime Rate in effect on the Prime Rate Determination
Date.

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

Determination of Eleventh District Cost of Funds Rate

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

         The "Eleventh District Cost of Funds Rate," for each Interest Reset
Period will be determined by the Calculation Agent for such Eleventh District
Cost of Funds Rate Note as of the last working day of the month immediately
prior to such Interest Reset Date for such Interest Reset Period on which the
Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes
the Eleventh District Cost of Funds Index (as defined below) (the "Eleventh
District Cost of Funds Rate Determination Date"), and shall be the rate equal to
the monthly weighted average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Determination Date as set forth under the
caption "Eleventh District" on Moneyline Telerate (or any successor service) on
page 7058 (which page shall include any successor page (as determined by the
Calculation Agent)) as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Determination Date. If such rate does not appear on
Telerate page 7058 on any related Eleventh District Cost of Funds Rate
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the "Eleventh District Cost
of Funds Rate Index") by the FHLB of San Francisco as such cost of funds for the
calendar month preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate on or prior to the Eleventh District Cost
of Funds Rate Determination Date for the calendar month immediately preceding
such date, then the Eleventh District Cost of Funds Rate for such date will be
the Eleventh District Cost of Funds Rate in effect on the Eleventh District Cost
of Funds Rate Determination Date.

Determination of EURIBOR

         If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is EURIBOR, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to EURIBOR and the Spread or Spread Multiplier, if

                                       11
<PAGE>

any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. "EURIBOR" for each Interest Reset Period will be
determined by the Calculation Agent as follows.

         On the second TARGET Business Day prior to the Interest Reset Date for
such Interest Reset Period (a "EURIBOR Determination Date"), the Calculation
Agent for such EURIBOR Note will determine the offered rates for deposits in
Euros for the period of the index maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, which appears on the Designated EURIBOR Page as of 11:00
a.m., Brussels time, on such EURIBOR Determination Date. "Designated EURIBOR
Page" means the display designated as page "248" on Telerate (or any successor
service or such other page as may replace page "248" on such service), and
EURIBOR for such Interest Reset Period will be the relevant offered rates as
determined by the Calculation Agent.

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

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

Inverse Floating Rate Notes

         If this Note is designated as an Inverse Floating Rate Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
Inverse Floating Rate shall be equal to (i) in the case of the period, if any,
commencing on the Original Issue Date (or such other date which may be specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith as the date on which this Note shall begin to accrue interest), up to
the first Interest Reset Date, the Initial Fixed Interest Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
and (ii) in the case of each period commencing on an Interest Reset

                                       12
<PAGE>

Date, the Reset Fixed Reference Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith minus the interest rate
determined by reference to the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, as adjusted by the
Spread and/or Spread Multiplier, if any, as determined in accordance with the
provisions hereof; provided, however, that (x) the interest rate thereon will
not be less than zero and (y) the interest rate in effect for the ten days
immediately prior to the date of Maturity will be the rate in effect on the
tenth day preceding such date.

Floating Rate / Fixed Rate Notes

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

Subsequent Interest Periods

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

         The Holder of this Note will have the option to elect repayment of the
Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Paying Agent shall be at least 25 but not more
than 35 days prior to such Optional Reset Date, and except that if the Holder
has tendered this Note for repayment

                                       13
<PAGE>

pursuant to a Reset Notice, the Holder may, by written notice to the Paying
Agent, revoke such tender for repayment until the close of business on the tenth
day before the Optional Reset Date.

Indexed Notes

         If this Note is an Indexed Principal Note, then certain or all interest
payments, in the case of an Indexed Rate Note, and/or the principal amount
payable at Stated Maturity or earlier redemption or retirement, in the case of
an Indexed Principal Note, is determined by reference to the amount designated
on the face hereof or in the pricing supplement attached hereto or delivered
herewith as the Face Amount of this Note and by reference to the Index as
described on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If this Note is an Indexed Principal Note, the amount of any
interest payment will be determined by reference to the Face Amount described on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. If this Note is an Indexed Principal Note, the principal amount
payable at Stated Maturity or any earlier redemption or repayment of this Note
may be different from the Face Amount. If a third party is appointed to
calculate or announce the Index for a particular Indexed Note and the third
party either suspends the calculation or announcement of such Index or changes
the basis upon which such Index is calculated in a manner that is inconsistent
with the applicable pricing supplement, then the Company will select another
third party to calculate or announce the Index. The agent or another affiliate
of the Company may be either the original or successor third party selected by
the Company.

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

Payments in Currencies other than the Specified Currency

         Except as set forth below, if any payment in respect hereof is required
to be made in a specified currency other than U.S. dollars and such currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then such payment
shall be made in U.S. dollars until such currency is again available or so used.
The amount so payable in such foreign currency shall be converted into U.S.
dollars on the basis of the most recently available Market Exchange Rate for
such currency or as otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Any payment made under such
circumstances in U.S. dollars will not constitute an Event of Default under the
Indenture.

         In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to

                                       14
<PAGE>

fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).

Dual Currency Notes

         If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), which payments would otherwise be made in
the Specified Currency of such Notes, in an optional currency (the "Optional
Payment Currency"). Such option will be exercisable in whole but not in part on
an "Option Election Date," which will be any one of the dates specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.

         If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
provided in accordance with "Notices" below within two Business Days of the
Option Election Date and shall state (i) the first date, whether an Interest
Payment Date and/or Stated Maturity, in which scheduled payments in the Optional
Payment Currency will be made and (ii) the Designated Exchange Rate. Any such
notice by the Company, once given, may not be withdrawn. The equivalent value in
the Specified Currency of payments made after such an election may be less, at
the then current exchange rate, than if the Company had made such payment in the
Specified Currency.

Renewable Notes

         If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:

         On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").

                                       15
<PAGE>

         The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to any
duly appointed paying agent not less than 15 nor more than 30 days prior to such
Renewal Date, unless another period is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess thereof,
as is specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. Notwithstanding the foregoing, the term of this Note may
not be extended beyond the Stated Maturity specified for this Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith.

         If the Holder does not elect to renew the term, this Note must be
presented to any duly appointed paying agent and, as soon as practicable
following receipt of such Note, such paying agent shall issue in exchange
therefor in the name of such Holder (i) a Note, in a principal amount equal to
the principal amount of such exchanged Note for which no election to renew the
term thereof was exercised, with terms identical to those specified on such
exchanged Note (except that such Note shall have a fixed, nonrenewable Stated
Maturity on the New Maturity Date) and (ii) if an election to renew is made with
respect to less than the full principal amount of such Holder's Note, such
paying agent shall issue in exchange for such Note in the name of such Holder a
replacement Renewable Note, in a principal amount equal to the principal amount
of such exchanged Note for which the election to renew was made, with terms
otherwise identical to the exchanged Note.

Extension of Stated Maturity

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Stated Maturity of this Note may be
extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five years up to but
not beyond the date (the "Final Maturity") set forth on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustees will mail to the Holder of this Note
not later than 40 days prior to the original Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) in the case of a Floating Rate Note, the
Spread, Spread Multiplier or method of calculation applicable to the Extension
Period, and (iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Extension Period. Upon the provision by the Trustee of an Extension Notice to
the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, this Note will have the same terms as prior to the
provision of such Notice.

         Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the Spread or Spread Multiplier provided for in the Extension Notice and
establish a higher Spread or Spread Multiplier for the Extension Period by
causing the Trustee to provide notice of such higher Spread or Spread
Multiplier, as the case may be, to the Holder hereof in accordance with
"Notices" below. Such

                                       16
<PAGE>

notice shall be irrevocable. All Notes with respect to which the Stated Maturity
is extended will bear such higher Spread or Spread Multiplier for the Extension
Period, whether or not tendered for repayment.

         If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the
original Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such original
Stated Maturity once the Company has extended the Stated Maturity hereof, the
Holder must follow the procedures set forth below for optional repayment, except
that the period for delivery or notification to the Paying Agent shall be at
least 25 but not more than 35 days before the original Stated Maturity, and
except that if the Holder has tendered this Note for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Paying Agent, revoke
such tender for repayment until the close of business on the tenth calendar day
before the original Stated Maturity.

Optional Redemption, Repayment and Repurchase

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. If the Company elects to exercise such option with respect to this Note,
at least 30 days prior to the date of redemption, such Trustee shall provide
notice of such redemption to the Holder hereof in accordance with "Notices"
below. In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof shall be issued to the Holder hereof upon the
cancellation hereof. Notes redeemed prior to the Stated Maturity must be
presented for payment together with all unmatured Coupons, if any, appertaining
thereto, failing which the amount of any missing unmatured Coupon will be
deducted from the sum due for payment.

         If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Stated Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

         In order for this Note to be repaid, the Principal Paying Agent must
receive this Note at least 30 but not more than 45 days prior to an Optional
Repayment Date. Any tender of this Note for repayment (except pursuant to a
Reset Notice or an Extension Notice) shall be irrevocable. The repayment option
may be exercised by the Holder of this Note for less than the entire principal
amount of the Note; provided that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the Holder of this Note.

         Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.

                                       17
<PAGE>

         Notwithstanding anything herein to the contrary, if this Note is a
Discount Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price), in lieu of the principal amount due
at the Stated Maturity hereof, shall be the Amortized Face Amount of this Note
as of the redemption date or the date of repayment, as the case may be. The
Amortized Face Amount of this Note on any date shall be the amount equal to (i)
the Issue Price set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith plus (ii) that portion of the difference
between such Issue Price and the stated principal amount of such Note that has
accrued by such date at (x) the Bond Yield to Maturity set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith or (y)
if so specified, the Bond Yield to Call set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith (computed in each case
in accordance with generally accepted United States bond yield computation
principles); provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note or in the pricing supplement attached hereto or delivered
herewith shall be computed on the basis of the first occurring Optional
Redemption Date with respect to such Note and the amount payable on such
Optional Redemption Date. In the event that such Note is not redeemed on such
first occurring Optional Redemption Date, the Bond Yield to Call with respect to
such Note shall be recomputed on such Optional Redemption Date on the basis of
the next occurring Optional Redemption Date and the amount payable on such
Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.

Tax Redemption

         The Bearer Notes of a series may be redeemed at the option of the
Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

         The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest to the Holder of this Note or any Coupon that
is a United States Alien (as defined below) such amounts as may be necessary so
that every net payment on this Note or such Coupon, after deduction or
withholding for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any

                                       18
<PAGE>

political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in this Note or such Coupon to be then due and payable.
However, the Company will not be required to make any such payment of additional
interest to such Holder for or an account of:

         (a) any tax, assessment or other governmental charge that would not
      have been imposed but for (i) the existence of any present or former
      connection between such Holder (or between a fiduciary, settlor or
      beneficiary of, or a Person holding a power over, such Holder, if such
      Holder is an estate or a trust, or a member or shareholder of such Holder,
      if such Holder is a partnership or a corporation) and the United States,
      including, without limitation, such Holder (or such fiduciary, settlor,
      beneficiary, Person holding a power, member or shareholder) being or
      having been a citizen or resident thereof or being or having been engaged
      in trade or business or present therein or having or having had a
      permanent establishment therein or (ii) such Holder's past or present
      status as a passive foreign investment company, a personal holding
      company, foreign personal holding company, a controlled foreign
      corporation for United States tax purposes or private foundation or other
      tax-exempt organization with respect to the United States or as a
      corporation that accumulates earnings to avoid United States federal
      income tax;

         (b) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or other governmental charge;

         (c) any tax, assessment or other governmental charge that would not
      have been imposed but for the presentation by the Holder of this Note or
      such Coupon for payment more than 15 days after the date on which such
      payment became due and payable or on which payment thereof was duly
      provided for, whichever occurred later;

         (d) any tax, assessment or other governmental charge that is payable
      otherwise than by deduction or withholding from a payment on this Note or
      such Coupon;

         (e) any tax, assessment or other governmental charge required to be
      deducted or withheld by any Paying Agent from a payment on this Note or
      such Coupon, if such payment can be made without such deduction or
      withholding by any other Paying Agent;

         (f) any tax, assessment or other governmental charge imposed on a
      Holder that actually or constructively owns ten percent or more of the
      combined voting power of all classes of stock of the Company or is a
      controlled foreign corporation related to the Company through stock
      ownership; nor shall such additional interest be paid with respect to a
      payment on this Note or such Coupon to a Holder that is a fiduciary or
      partnership or other than the sole beneficial owner of such payment to the
      extent a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner would not have been entitled to
      the additional interest had such beneficiary, settlor, member or
      beneficial owner been the Holder of this Note or such Coupon.

         The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

                                       19
<PAGE>

Paying Agents

         The Company has initially appointed as its Paying Agents for Bearer
Notes of this Series the offices listed below:

                             Principal Paying Agent:

                                 Citibank, N.A.
                               5 Carmelite Street
                            London, England EC4Y OPA

                                  Paying Agent:

                        Kredietbank S.A. Luxembourgeoise
                          43 Boulevard Royal Luxembourg
                              Luxembourg City 2955

         The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or other Paying Agents
and to approve any change in the office through which any Paying Agent acts,
provided that there will at all times be a Paying Agent (which may be the
Trustee) in at least one city in Europe, which, so long as Bearer Notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange shall so
require, shall include Luxembourg. Notice of any such termination or appointment
and of any changes in the specified offices of the Trustee or any Paying Agent
will be given to the Holder hereof as described below.

Notices

         All notices to Holders of this Note will be deemed to have been duly
given if published on two separate Business Days in a leading London daily
newspaper (which is expected to be the Financial Times) and, with respect to any
series of Bearer Notes that may be listed on the Luxembourg Stock Exchange, if
such exchange so requires, in Luxembourg in a newspaper of general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). Such notices shall
be deemed to have been given on the date of the first such publication.

Other Terms

         As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Registered Notes of different authorized denominations, as requested by the
Person surrendering the same.

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

         If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.

         In case this Note or any Coupon shall at any time become mutilated,
destroyed, stolen or lost, it may be replaced at the specified office of the
Principal Paying Agent in London; or, with

                                       20
<PAGE>

respect to any series of Bearer Notes that are listed on the Luxembourg Stock
Exchange, at the specified office of the Paying Agent in Luxembourg, upon
payment by the claimant of such expenses as may be incurred in connection
therewith and, in the case of destruction, theft or loss, on such terms as to
evidence and indemnity as the Company or the Trustee may reasonably require.
Mutilated or defaced Bearer Notes or Coupons must be surrendered before
replacements will be issued.

         All monies paid by the Company to a Trustee or Paying Agent for the
payment of principal of or any premium or interest on any Bearer Note or for the
payment of any Coupon which remain unclaimed at the end of two years after such
payments shall have become due and payable will be repaid to the Company, at its
written request, and the Holder of such Note or Coupon will thereafter look only
to the Company for payment, such payment to be made only outside the United
States.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.

         Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.

         The Company may, without the consent of the Holders of the Notes,
consolidate with, merge into, or transfer substantially all of its assets to, a
corporation that is a U.S. Person, provided that the successor corporation
assumes all obligations of the Company under the Notes and certain other
conditions are met, including a waiver by the successor corporation of any right
to redeem the Notes under circumstances in which the successor corporation would
be entitled to redeem the Notes but the Company would not have been entitled to
do so.

         Except as provided above, the obligation to pay the principal hereof
(and premium, if any) and interest hereon in the designated currency of payment
is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the

                                       21
<PAGE>

country of issue of the designated currency of payment or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment. If the amount in the
designated currency of payment that may be so purchased is for any reason less
than the amount originally due, the Company shall, as a separate and independent
obligation, pay such additional amounts in the designated currency of payment as
may be necessary to compensate for any such shortfall.

         This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.

         All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       22
<PAGE>

BEARER                                                          PRINCIPAL AMOUNT
No. FX ___                                                      OR FACE AMOUNT
                                                                $_______________
                                                                CUSIP:__________

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.          COMMON CODE
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES E
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

         ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

         IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

Issue Price:                                        Original Issue Date:

Interest Rate:                                          Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
         (If other than as set forth in the Prospectus Supplement)

Dual Currency Note:                      [ ] Yes (see attached)       [ ] No

         Optional Payment Currency:
         Designated Exchange Rate:

Interest Payment Dates: Accrue to Pay:   [ ] Yes                      [ ] No

Indexed Principal Note:                  [ ] Yes (see attached)       [ ] No

Interest Rate Reset:   [ ] The Interest Rate may not be changed prior to Stated
                           Maturity.

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

Optional Reset Dates (if applicable):

Amortizing Note:                         [ ] Yes                      [ ] No

Amortization Schedule:

<PAGE>

Optional Redemption:                     [ ] Yes                      [ ] No

Optional Redemption Dates:

Redemption Prices:

Bond Yield to Maturity:            Bond Yield to Call:

Optional Repayment:                      [ ] Yes                      [ ] No

Optional Repayment Dates:        Optional Repayment Prices:

Optional Extension of Stated Maturity:   [ ] Yes                      [ ] No

Final Maturity:

Discount Note:                           [ ] Yes                      [ ] No

Total Amount of OID:               Yield to Maturity:

Renewable Note:                          [ ] Yes (see attached)       [ ] No

Initial Maturity Date:

                 Special Election Interval (if applicable):

                 Amount (if less than entire principal amount) as to which
                 election may be exercised:

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                       [ ] commercial paper

                       [ ] a shorter term debt security

                       [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                       2
<PAGE>

            CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of New York (herein referred to as the
"Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof (a) the Principal Amount or, in the case of an
Indexed Principal Note, the Face Amount adjusted by reference to prices, changes
in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein and (b) accrued interest on the Principal Amount then
outstanding (or in the case of an Indexed Principal Note, the Face Amount, then
outstanding) to the bearer of the interest coupons attached hereto (the
"Coupons") at the Interest Rate shown above from the Original Issue Date shown
above or from the most recent date to which interest has been paid or duly
provided for, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith commencing on the first Interest Payment
Date following the Original Issue Date shown above upon presentation and
surrender of the Coupons as they shall severally mature, and on the Stated
Maturity shown above, or upon earlier redemption or repayment, until, in either
case, the Principal Amount then outstanding or the Face Amount is paid or duly
provided for in accordance with the terms hereof. Unless otherwise specified
herein or in the pricing supplement attached hereto or delivered herewith,
interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months or, in the case of an incomplete month, the number of
days elapsed.

            For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that, in The City
of New York, is not a day on which banking institutions generally are authorized
or obligated by law or executive order to close; (ii) with respect to Bearer
Notes having a specified currency other than U.S. dollars only, other than
Bearer Notes denominated in Euros, any day that, in the principal financial
center (a specified currency below) of the country of the Specified Currency, is
not a day on which banking institutions generally are authorized or obligated by
law to close; (iii) with respect to Notes denominated in Euros, a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
("TARGET") System is open (a "TARGET Business Day"); and (iv) with respect to
any determination by the exchange rate agent (as defined below) of an exchange
rate pursuant to notes having a specified currency other than U.S. dollars, any
such day on which banking institutions and foreign exchange markets settle
payments in New York City and London (an "Exchange Rate Business Day").

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

            The indebtedness evidenced by this Note is, to the extent set forth
in the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior Indebtedness as defined in the Indenture, and
this Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.

                                        3
<PAGE>

            If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).

            Except under certain circumstances for Notes having Specified
Currencies other than U.S. dollars, payments of the principal hereof and any
premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only against
surrender of this Note or such Coupon, at the offices of the Paying Agents
outside the United States listed on the reverse hereof. At the direction of the
Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

            REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

            This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.

                                        4
<PAGE>

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

Dated:

                                          CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                                          By __________________________________
                                             Authorized Officer

[Seal]

                                          Attest ______________________________
                                             Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                          DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS (formerly BANKERS TRUST
                                             COMPANY), as Trustee

                                          By __________________________________
                                             Authorized Signatory

                                        5
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES E
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)

General

            This Note is one of a series of duly authorized debt securities of
the Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of December 1, 1988, as amended (the "Indenture"),
between the Company and Deutsche Bank Trust Company Americas (formerly Bankers
Trust Company), 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 Debt Securities and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. The U.S. dollar
equivalent of the public offering price or purchase price of Notes denominated
in currencies other than U.S. dollars will be determined by the Company or its
agent, as exchange rate agent for the Notes (the "Exchange Rate Agent") on the
basis of the noon buying rate in New York City for cable transfers in foreign
currencies as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") for such currencies on the applicable issue
dates.

            The Notes are in bearer form. Unless otherwise specified in the
applicable pricing supplement, the authorized denominations of Bearer Notes
denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is an
integral multiple of U.S.$1,000. The authorized denominations of Bearer Notes
denominated in a currency other than U.S. dollars will be the approximate
equivalents thereof in the Specified Currency.

Fixed Rate Notes

            This Note will bear interest from its Original Issue Date, or from
the last Interest Payment Date to which interest has been paid or duly provided
for, at the Interest Rate stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith until the principal amount hereof is paid
or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Stated Maturity", and except
that if so specified in the attached pricing supplement, the rate of interest
payable may be subject to adjustment as specified therein.

            Unless otherwise set forth herein or in the pricing supplement
attached hereto or delivered herewith, interest on this Note will be payable
semiannually in arrears on the Interest Payment Dates set forth above and at
Stated Maturity. If an Interest Payment Date with respect to any Note would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
not be postponed; provided, however, that any payment required to be made in
respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in

<PAGE>

the pricing supplement attached hereto or delivered herewith, any Interest
Payment Date with respect to such Fixed Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day.

            Each payment of interest in respect of an Interest Payment Date
shall include interest accrued through the day before such Interest Payment
Date. Unless otherwise specified herein, interest on this Note will be computed
on the basis of a 360-day year of twelve 30-day months ("30 over 360") or, in
the case of an incomplete month, the number of days elapsed.

Subsequent Interest Periods

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

            The Holder of this Note will have the option to elect repayment of
the Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Paying Agent shall be at least 25 but not more
than 35 days prior to such Optional Reset Date, and except that if the Holder
has tendered this Note for repayment pursuant to a Reset Notice, the Holder may,
by written notice to the Paying Agent, revoke such tender for repayment until
the close of business on the tenth day before the Optional Reset Date.

Indexed Notes

            If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the Face Amount of this Note
and by reference to the Index as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may

                                        2
<PAGE>

be different from the Face Amount. If a third party is appointed to calculate or
announce the Index for a particular Indexed Note and the third party either
suspends the calculation or announcement of such Index or changes the basis upon
which such Index is calculated in a manner that is inconsistent with the
applicable pricing supplement, then the Company will select another third party
to calculate or announce the Index. The agent or another affiliate of the
Company may be either the original or successor third party selected by the
Company.

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

Payments in Currencies other than the Specified Currency

            Except as set forth below, if any payment in respect hereof is
required to be made in a specified currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable in such foreign currency
shall be converted into U.S. dollars on the basis of the most recently available
Market Exchange Rate for such currency or as otherwise indicated on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Any
payment made under such circumstances in U.S. dollars will not constitute a
Default under the Indenture.

            In the event of an official redenomination of the Specified Currency
of this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).

Dual Currency Notes

            If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), which payments would otherwise be made in
the Specified Currency of such Notes, in an optional currency (the "Optional
Payment Currency"). Such option will be exercisable in whole but not in part on
an "Option Election Date," which will be any one of the dates specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.

            If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in

                                        3
<PAGE>

the pricing supplement attached hereto or delivered herewith. If such election
is made, notice of such election shall be provided in accordance with "Notices"
below, within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, in
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

Renewable Notes

            If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:

            On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").

            The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to any
duly appointed paying agent not less than 15 nor more than 30 days prior to such
Renewal Date, unless another period is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess thereof,
as is specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. Notwithstanding the foregoing, the term of this Note may
not be extended beyond the Stated Maturity specified for this Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith.

            If the Holder does not elect to renew the term, this Note must be
presented to such paying agent and, as soon as practicable following receipt of
such Note such paying agent shall issue in exchange therefor in the name of such
Holder (i) a Note, in a principal amount equal to the principal amount of such
exchanged Note for which no election to renew the term thereof was exercised,
with terms identical to those specified on such exchanged Note (except that such
Note

                                        4
<PAGE>

shall have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and
(ii) if an election to renew is made with respect to less than the full
principal amount of such Holder's Note, such paying agent shall issue in
exchange for such Note in the name of such Holder a replacement Renewable Note,
in a principal amount equal to the principal amount of such exchanged Note for
which the election to renew was made, with terms otherwise identical to the
exchanged Note.

Extension of Stated Maturity

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Stated Maturity of this Note may be
extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five years up to but
not beyond the date (the "Final Maturity") set forth on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 days but
not more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustee shall provide to the Holder of this
Note not later than 40 days prior to the original Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) the interest rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the provision by such Trustee of an Extension Notice
to the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, this Note will have the same terms as prior to the
provision of such Notice.

            Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the interest rate provided for in the Extension Notice for this Note and
establish a higher Spread or Spread Multiplier (in the case of a Floating Rate
Note) for the Extension Period, by causing the Trustee to provide notice of such
higher interest rate, as the case may be, to the Holder hereof in accordance
with "Notices" below. Such notice shall be irrevocable. All Notes with respect
to which the Stated Maturity is extended will bear such higher interest rate for
the Extension Period, whether or not tendered for repayment.

            If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the
original Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such original
Stated Maturity once the Company has extended the Stated Maturity hereof, the
Holder must follow the procedures set forth below for optional repayment, except
that the period for delivery of this Note or notification to the Paying Agent
shall be at least 25 but not more than 35 days before the original Stated
Maturity, and except that if the Holder has tendered this Note for repayment
pursuant to an Extension Notice, the Holder may, by written notice to the
Trustee, revoke such tender for repayment until the close of business on the
tenth calendar day before the original Stated Maturity.

Optional Redemption, Repayment and Repurchase

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date

                                        5
<PAGE>

or dates (each an "Optional Redemption Date") specified herein, at the price
(the "Redemption Price") (together with accrued interest to such Optional
Redemption Date) specified herein. If required under the Federal Reserve Capital
Adequacy Rules, the Company will obtain the prior approval of the Federal
Reserve before exercising its redemption rights. If the Company elects to
exercise such option with respect to this Note, at least 30 days prior to the
date of redemption, such Trustee shall provide notice of such redemption to the
Holder hereof in accordance with "Notices" below. In the event of redemption of
this Note in part only, a new Note or Notes for the unredeemed portion hereof
shall be issued to the Holder hereof upon the cancellation hereof. Notes
redeemed prior to Stated Maturity must be presented for payment together with
all unmatured Coupons, if any, appertaining thereto, failing which the amount of
any missing unmatured Coupon will be deducted from the sum due for payment.

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Stated Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
accrued interest to the date of repayment. Notes that are to be repaid prior to
Stated Maturity must be presented for payment together with all unmatured
Coupons, if any, appertaining thereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment.

            In order for this Note to be repaid, the Principal Paying Agent must
receive this Note at least 30 but not more than 45 days prior to an Optional
Repayment Date. Any tender of this Note for repayment (except pursuant to a
Reset Notice or an Extension Notice) shall be irrevocable. The repayment option
may be exercised by the Holder of this Note for less than the entire principal
amount of this Note; provided that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued to the Holder of this Note.

            Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.

            Notwithstanding anything herein to the contrary, if this Note is a
Discount Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price), in lieu of the principal amount due
at the Stated Maturity hereof, shall be the Amortized Face Amount of this Note
as of the redemption date or the date of repayment, as the case may be. The
Amortized Face Amount of this Note on any date shall be the amount equal to (i)
the Issue Price set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith plus (ii) that portion of the difference
between such Issue Price and the stated principal amount of such Note that has
accrued by such date at (x) the Bond Yield to Maturity set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith or (y)
if so specified, the Bond Yield to Call set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith (computed in each case
in accordance with generally accepted United States bond yield computation
principles); provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note or in the pricing supplement attached hereto or delivered
herewith shall be computed on the basis of the first occurring Optional
Redemption Date with respect to such Note and the amount payable on such
Optional Redemption

                                        6
<PAGE>

Date. In the event that such Note is not redeemed on such first occurring
Optional Redemption Date, the Bond Yield to Call with respect to such Note shall
be recomputed on such Optional Redemption Date on the basis of the next
occurring Optional Redemption Date and the amount payable on such Optional
Redemption Date, and shall continue to be so recomputed on each succeeding
Optional Redemption Date until the Note is so redeemed.

Tax Redemption

            The Bearer Notes of a series may be redeemed at the option of the
Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

            The Company will, subject to the exceptions and limitations set
forth below, pay as additional interest to the Holder of this Note or any Coupon
that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in this Note or such Coupon
to be then due and payable. However, the Company will not be required to make
any such payment of additional interest to such Holder for or an account of:

            (a) any tax, assessment or other governmental charge that would not
      have been imposed but for (i) the existence of any present or former
      connection between such Holder (or between a fiduciary, settlor or
      beneficiary of, or a Person holding a power over, such Holder, if such
      Holder is an estate or a trust, or a member or shareholder of such Holder,
      if such Holder is a partnership or a corporation) and the United States,
      including, without limitation, such Holder (or such fiduciary, settlor,
      beneficiary, Person holding a power, member or shareholder) being or
      having been a citizen or resident thereof or being or having been engaged
      in trade or business or present therein or having or having had a
      permanent establishment therein or (ii) such Holder's past or present
      status as a passive foreign investment company, a personal holding
      company, foreign personal holding company, a controlled foreign
      corporation for United States tax purposes or private foundation or other

                                        7
<PAGE>

      tax-exempt organization with respect to the United States or as a
      corporation that accumulates earnings to avoid United States federal
      income tax;

            (b) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or other governmental charge;

            (c) any tax, assessment or other governmental charge that would not
      have been imposed but for the presentation by the Holder of this Note or
      such Coupon for payment more than 15 days after the date on which such
      payment became due and payable or on which payment thereof was duly
      provided for, whichever occurred later;

            (d) any tax, assessment or other governmental charge that is payable
      otherwise than by deduction or withholding from a payment on this Note or
      such Coupon;

            (e) any tax, assessment or other governmental charge required to be
      deducted or withheld by any Paying Agent from a payment on this Note or
      such Coupon, if such payment can be made without such deduction or
      withholding by any other Paying Agent;

            (f) any tax, assessment or other governmental charge imposed on a
      Holder that actually or constructively owns ten percent or more of the
      combined voting power of all classes of stock of the Company or is a
      controlled foreign corporation related to the Company through stock
      ownership; nor shall such additional interest be paid with respect to a
      payment on this Note or such Coupon to a Holder that is a fiduciary or
      partnership or other than the sole beneficial owner of such payment to the
      extent a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner would not have been entitled to
      the additional interest had such beneficiary, settlor, member or
      beneficial owner been the Holder of this Note or such Coupon.

            The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a nonresident
alien individual, a nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

Special Tax Redemption

            If the Company shall determine that any payment made outside the
United States by the Company or any of its Paying Agents in respect of this Note
or any Coupon appertaining thereto would, under any present or future laws or
regulations of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner that is a United States Alien (other than such a requirement
(a) that would not be applicable to a payment made by the Company or any one of
its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner or (b) that can be satisfied by
such custodian, nominee or other agent certifying to the effect that the
beneficial owner is a United States Alien; provided that, in any case referred
to in clause (a) (ii) or (b), payment by the custodian, nominee, or agent to the
beneficial owner is not otherwise subject to any such requirement), then the
Company shall elect either (x) to redeem such Note in whole, but not in part, at
its Redemption Price, or (y) if the conditions described

                                        8
<PAGE>

in the next succeeding paragraph are satisfied, to pay the additional interest
specified in such paragraph. The Company shall make such determination as soon
as practicable and publish prompt notice thereof stating the effective date of
such certification, documentation, information or other reporting requirement,
whether the Company elects to redeem the Note or to pay the additional interest
specified in the next succeeding paragraph and (if applicable) the last date by
which the redemption of the Note must take place.

            If this Note is to be redeemed as described in this paragraph, the
redemption shall take place on such date, not later than one year after the
publication of the determination notice, as the Company shall specify by notice
given to the Trustee at least 60 days before the redemption date. Notice of such
redemption shall be given to the Holder of this Note at least 30 but not more
than 60 days prior to the redemption date. Notwithstanding the foregoing, the
Company shall not so redeem the Note if the Company shall subsequently
determine, at least 30 days prior to the redemption date, that subsequent
payments on the Note would not be subject to any such certification,
documentation, information or other reporting requirement, in which case the
Company shall publish prompt notice of such subsequent determination and any
earlier redemption notice given shall be revoked and of no further effect.

            Prior to the publication of any determination notice, the Company
shall deliver to the Trustee for the Note to be redeemed a certificate stating
that the Company is obligated to make such determination and setting forth a
statement of facts showing that the conditions precedent to the obligation of
the Company to redeem the Note or to pay the additional interest specified in
the next succeeding paragraph have occurred, and an opinion of independent
counsel to the effect that such conditions have occurred.

            If and so long as the certification, documentation, information or
other reporting requirement referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as additional interest such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirement by the Company or any of its Paying Agents of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any paying agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the parenthetical clause of the
first sentence of the first paragraph of this section or (ii) is imposed as a
result of presentation of this Note for payment more than 15 days after the date
on which such payment became due and payable or on which payment thereof was
duly provided for, whichever occurred later), will not be less than the amount
then due and payable.

            If the Company elects to pay additional interest, then the Company
shall have the right thereafter to redeem this Note at any time in whole, but
not in part, at the Redemption Price, subject to the provisions described above.
If the Company elects to pay additional interest and the condition specified
above should no longer be satisfied, then the Company shall redeem this Note in
whole, but not in part, at the Redemption Price, subject to the provisions of
this section. Any such redemption payments made by the Company shall be subject
to the continuing obligation of the Company to pay additional interest as
described above.

                                        9
<PAGE>

Paying Agents

            The Company has initially appointed as its Paying Agents for Bearer
Notes of this Series the offices listed below:

                             Principal Paying Agent:

                               Deutsche Bank U.K.
                                Winchester House
                            1 Great Winchester Street
                            London, England EC2 N2DB

                                  Paying Agent:

                            Deutsche Bank Luxembourg
                                  P.O. Box 586
                                L-2015 Luxembourg

            The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or other Paying Agents
and to approve any change in the office through which any Paying Agent acts,
provided that there will at all times be a Paying Agent (which may be the
Trustee) in at least one city in Europe, which, so long as Bearer Notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange shall so
require, shall include Luxembourg. Notice of any such termination or appointment
and of any changes in the specified offices of the Trustee or any Paying Agent
will be given to the Holder hereof as described below.

Notices

            All notices to Holders of this Note will be deemed to have been duly
given if published on two separate Business Days in a leading London daily
newspaper (which is expected to be the Financial Times) and, with respect to any
series of Bearer Notes that may be listed on the Luxembourg Stock Exchange, if
such exchange so requires, in Luxembourg in a newspaper of general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). Such notices shall
be deemed to have been given on the date of the first such publication.

Other Terms

            As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Bearer Notes of different authorized denominations, as requested by
the Person surrendering the same.

            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 Holder 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.

                                       10
<PAGE>

            If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.

            In case this Note or any Coupon shall at any time become mutilated,
destroyed, stolen or lost, it may be replaced at the specified office of the
Principal Paying Agent in London; or, with respect to any series of Bearer Notes
that are listed on the Luxembourg Stock Exchange, at the specified office of the
Paying Agent in Luxembourg, upon payment by the claimant of such expenses as may
be incurred in connection therewith and, in the case of destruction, theft or
loss, on such terms as to evidence and indemnity as the Company or the Trustee
may reasonably require. Mutilated or defaced Bearer Notes or Coupons must be
surrendered before replacements will be issued.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.

            Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.

            The Company may, without the consent of the Holders of the Notes,
consolidate with, merge into, or transfer substantially all of its assets to, a
corporation, provided that the successor corporation assumes all obligations of
the Company under the Notes and certain other conditions are met.

            Except as provided above, the obligation to pay the principal hereof
(and premium, if any) and interest hereon in the designated currency of payment
is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the country of issue of the designated currency of payment or in the
international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment. If the
amount in the designated currency of payment that may be so purchased is for any

                                       11
<PAGE>

reason less than the amount originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in the designated currency
of payment as may be necessary to compensate for any such shortfall.

            This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.

            All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       12
<PAGE>

BEARER                                                        PRINCIPAL AMOUNT
NO. FL___                                                     OR FACE AMOUNT
                                                              $_________________
                                                              CUSIP: ___________

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.         COMMON CODE
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES E
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

            ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

            IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

Issue Price:                                               Original Issue Date:

Initial Interest Rate:                                         Stated Maturity:

Specified Currency (If other than U.S. dollars):

Authorized Denominations:
      (If other than as set forth in the Prospectus Supplement)

Dual Currency Note:                 [ ] Yes (see attached)     [ ] No

Optional Payment Currency:
Designated Exchange Rate:

Base Rate:  [ ] CD Rate             [ ] Commercial Paper Rate  [ ] Federal Funds
                                                                   Rate
            [ ] LIBOR Telerate      [ ] LIBOR Reuters          [ ] Treasury Rate
            [ ] Treasury Rate
                Constant Maturity   [ ] Prime Rate
            [ ] Eleventh District                              [ ] EURIBOR
                Cost of Funds Rate
                                    [ ] Other (see attached)

<PAGE>

Interest Reset Period                                          Index Maturity:
or Interest Reset Dates:

Interest Payment Dates:
Accrue to Pay:                      [ ] Yes                    [ ] No

Indexed Principal Note:             [ ] Yes see attached)      [ ] No

Floating Rate:                      [ ] Indexed Interest Rate: [ ](see attached)

Spread Multiplier:                                          Spread (+/-):

Spread Reset:        [ ] The Spread or Spread Multiplier may not be
                         changed prior to Stated Maturity.

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

Optional Reset Dates (if applicable):

Maximum Interest Rate:                                    Minimum Interest Rate:

Inverse Floating Rate Note:         [ ] Yes (see attached)     [ ] No

     Initial Fixed Interest Rate:   Reset Fixed Reference Rate

Floating Rate / Fixed Rate Note:    [ ] Yes (see attached)     [ ] No

Amortizing Note:                    [ ] Yes                    [ ] No

      Amortization Schedule:

Optional Redemption:                [ ] Yes                    [ ] No

      Optional Redemption Dates:

      Redemption Prices:

Bond Yield to Maturity:             Bond Yield to Call:

Optional Repayment:                 [ ] Yes                    [ ] No

      Optional Repayment Dates:     Optional Repayment Prices:

                                        2
<PAGE>

Optional Extension of               [ ] Yes                    [ ] No
Stated Maturity:

      Final Maturity:

Discount Note:                      [ ] Yes                    [ ] No

      Total Amount of OID:           Yield to Maturity:

Renewable Note:                     [ ] Yes (see attached)     [ ] No

      Initial Maturity Date:

                   Special Election Interval (if applicable):

                      Amount (if less than entire principal
                 amount) as to which election may be exercised:

If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes

                           [ ] commercial paper
                           [ ] a shorter term debt security
                           [ ] a longer term debt security

issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.

IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.

                                        3
<PAGE>

            CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of New York (herein referred to as the
"Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (a) the Principal Amount or, in the case of
an Indexed Principal Note, the Face Amount adjusted by reference to prices,
changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities or by such other objective price,
economic or other measures (an "Index") as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith, in the Specified
Currency on the Stated Maturity shown above or earlier if and to the extent so
provided herein, and (b) accrued interest on the Principal Amount then
outstanding (or, in the case of an Indexed Principal Note, the Face Amount then
outstanding): (i) if this is a Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Base Rate shown above, adjusted by the Spread or Spread Multiplier, if any,
shown above, determined in accordance with the provisions hereof, (ii) if this
is an Indexed Rate Note, at a rate determined by reference to an Index as
described herein, (iii) if this is an Inverse Floating Rate Note, at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date and
thereafter at the Inverse Floating Rate, as determined in accordance with the
provisions hereof, or (iv) if this is a Floating Rate / Fixed Rate Note, at a
rate determined as described herein, to the bearer of the interest coupons
attached hereto (the "Coupons") upon surrender thereof as they shall severally
mature at the rates per annum and on the dates, determined as described on the
reverse hereof, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof.

            For purposes of this Note, "Business Day" means: (i) with respect to
any Bearer Note, any day that is not a Saturday or Sunday and that is (i) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in (a) The City of New York, (b) London, England, (c)
the place in which this Note or any Coupon is presented for payment or (d) if
the Specified Currency (as defined below) is other than U.S. dollars, the
financial center of the country issuing the Specified Currency (which in the
case of the Euro shall be Brussels, Belgium) and (ii) if the Base Rate specified
above is LIBOR, a London Banking Day. "London Banking Day" means any day on
which dealings in deposits in the Specified Currency are transacted in the
London interbank market (a "London Business Day"); (iii) with respect to Bearer
Notes having any determination by the exchange rate agent (as defined below) of
an exchange rate pursuant to notes having a Specified Currency other than U.S.
dollars, a day on which banking institutions and foreign exchange markets settle
payments in the City of New York and London (an "Exchange Rate Business Day");
(iv) with respect to Bearer Notes having a Specified Currency other than US.
Dollars only, other than bearer notes denominated in Euros, any day that, in the
principal financial center (as defined below) of the country of the Specified
Currency, is not a day on which banking institutions generally are authorized or
obligated by law to close; and (V) with respect to EURIBOR Notes and Notes
denominated in Euros, a day on which the Trans European Automated Real Time
Gross Settlement Express Transfer ("TARGET") System is open (a "Target Business
Day").

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

                                        4
<PAGE>

            The indebtedness evidenced by this Note is, to the extent set forth
in the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior Indebtedness as defined in the Indenture, and
this Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.

            If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
Index (as described above).

            Except under certain circumstances that may apply if this Note has a
Specified Currency other than U.S. dollars, payments of the principal hereof and
any premium and interest hereon will be made only in the Specified Currency.
Payments in respect of this Note and any Coupon will be made only against
surrender of this Note or such Coupon, at the offices of the Paying Agents
outside the United States listed on the reverse hereof. At the direction of the
Holder of this Note or any Coupon, and subject to applicable laws and
regulations, such payments will be made by check drawn on a bank in The City of
New York (in the case of U.S. dollar payments) or outside the United States (in
the case of payments in a currency other than U.S. dollars) mailed to an address
outside the United States furnished by the Holder hereof or, at the option of
the Holder hereof, by wire transfer (pursuant to written instructions supplied
by the Holder hereof) to an account maintained by the payee with a bank located
outside the United States. No payment in respect of this Note or any Coupon will
be made upon presentation of this Note or such Coupon at any office or agency of
the Trustee or any other paying agency maintained by the Company in the United
States, nor will any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the foregoing, if U.S.
dollar payments in respect of this Note or any Coupons at the offices of all
Paying Agents outside the United States become illegal or are effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in U.S. dollars, the Company will
appoint an office or agency (which may be the Trustee) in the United States at
which such payments may be made.

            REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

            This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.

                                        5
<PAGE>

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

Dated:

                                         CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                                         By____________________________________
                                           Authorized Officer

[Seal]

                                         Attest________________________________
                                               Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS
                                           (formerly BANKERS TRUST COMPANY),
                                           as Trustee

                                         By____________________________________
                                           Authorized Signatory

                                        6
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                     MEDIUM-TERM SUBORDINATED NOTE, SERIES E
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                           (FLOATING OR INDEXED RATE)

General

            This Note is one of a series of duly authorized debt securities of
the Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of December 1, 1988, as amended (the "Indenture"),
between the Company and Deutsche Bank Trust Company Americas (formerly Bankers
Trust Company), 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 Debt Securities and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. The U.S. dollar
equivalent of the public offering price or purchase price of Notes denominated
in currencies other than U.S. dollars will be determined by the Company or its
agent, as exchange rate agent for the Notes (the "Exchange Rate Agent") on the
basis of the noon buying rate in New York City for cable transfers in foreign
currencies as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") for such currencies on the applicable issue
dates.

            The Notes are in bearer form with coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Bearer Notes denominated in U.S. dollars will be U.S.$10,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Bearer Notes denominated in a currency other than U.S. dollars will be the
approximate equivalents thereof in the Specified Currency.

Floating Rate Notes

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

                                        1
<PAGE>

            "H.15(519)" means the publication entitled "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication, published by
the Board of Governors of the Federal Reserve System.

            "H.15 Daily Update" means the daily update of the Board of Governors
of the Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update
or any successor site or publication.

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

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

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

            The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, and the first day of each Interest Reset Period
being an "Interest Reset Date"). Unless otherwise specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith, the Interest
Reset Dates will be as follows: (i) if this Note resets daily, each Business
Day; (ii) if this Note (unless this Note is a Treasury Rate Note) resets weekly,
Wednesday of each week; (iii) if this Note is a Treasury Rate Note that resets
weekly, Tuesday of each week (except as provided below under "Determination of
Treasury Rate"); (iv) if this Note resets monthly, the third Wednesday of each
month (with the exception of monthly reset Eleventh District Cost of Funds Rate
Notes, which reset on the first calendar day of each month); (v) if this Note is
an Eleventh District Cost of Funds Rate Note that resets monthly, the first
calendar day of each month; (vi) if this Note resets quarterly, the third
Wednesday of March, June, September and December of each year; (vii) if this
Note resets semiannually, the third Wednesday of the two months of each year
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith; and (viii) if this Note resets annually, the third Wednesday
of the month of

                                        2
<PAGE>

each year specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith. If an Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall instead be the immediately preceding
Business Day. If an auction of direct obligations of United States Treasury
Bills falls on a day that is an Interest Reset Date for Treasury Rate Notes, the
Interest Reset Date shall be the succeeding Business Day.

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

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

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

            Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, interest will be payable as
follows: (i) if this Note resets daily, weekly or monthly (other than Eleventh
District Cost of Funds Rate Notes), interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and


                                        3
<PAGE>
December of each year, as specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith or; (ii) in the case of
Eleventh District Cost of Funds Rate Notes, interest will be payable on the
first calendar day of each March, June, September and December; (iii) if this
Note resets quarterly, interest will be payable on the third Wednesday of March,
June, September, and December of each year; (iv) if this Note resets
semiannually, interest will be payable on the third Wednesday of each of two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; and (v) if this Note resets annually,
interest will be payable on the third Wednesday of the month of each year
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and in each case at Stated Maturity (each such day being an
"Interest Payment Date"). If an Interest Payment Date would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall instead be the immediately preceding
Business Day; provided, however, if with respect to any Note for which "Accrue
to Pay" is not specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, if an Interest Payment Date with respect
to such Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, further, that any payment
required to be made in respect of a Note that does not Accrue to Pay on a date
(including the day of Stated Maturity) that is not a Business Day for such Note
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment.

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

Determination of CD Rate

            If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to the CD Rate and the Spread or Spread Multiplier, if any,
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. The "CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "CD Rate Determination Date") for negotiable U.S.
dollar certificates of deposit having the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith as
published in H.15(519) under the heading "CDs (Secondary Market)". In the event
that such rate is not published prior to 3:00 p.m., New York City time, on the
Calculation Date (as defined above) pertaining to such CD Rate Determination
Date, then the "CD Rate" for such Interest Reset Period will be the rate on such
CD Rate Determination Date for negotiable U.S. dollar certificates of deposit of
the Index Maturity specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the heading "CDs (Secondary Market)." If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or H.15 Daily Update, then the "CD Rate" for such Interest
Reset Period will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such CD Rate Determination Date of three leading nonbank dealers
in negotiable

                                        4
<PAGE>

U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable U.S. dollar certificates of deposit of major
United States money center banks of the highest credit standing (in the market
for negotiable U.S. dollar certificates of deposit) with a remaining maturity
closest to the Index Maturity on the face hereof or in the pricing supplement
attached hereto or delivered herewith in a denomination of $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting offered rates as mentioned in this sentence, the CD Rate for such
Interest Reset Period will be the same as the CD Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the Initial Interest Rate).

Determination of Commercial Paper Rate

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

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

                                      D X 360
              Money Market Yield = -------------- X 100
                                   360 - (D X M)

                                        5
<PAGE>

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

Determination of Federal Funds Rate

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

Determination of LIBOR

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

            On the second London Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "LIBOR Determination Date"), the Calculation
Agent for such LIBOR Note will determine the offered rates for deposits in the
Specified Currency for the period of the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, which appear on the Designated LIBOR
Page at approximately 11:00 a.m., London time, on such LIBOR Determination Date.
"Designated LIBOR Page" means either (a) if "LIBOR Moneyline Telerate" is
designated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, or if neither "LIBOR Reuters" nor

                                        6
<PAGE>

"LIBOR Moneyline Telerate" is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the method for calculating
LIBOR, the display designated as page "3750" on the Telerate Service
("Telerate") (or such other page as may replace page "3750" on such service or
such other service as may be replaced by a successor service for the purpose of
displaying the London interbank offered rates of major banks), and LIBOR for
such Interest Reset Period will be the relevant offered rate as determined by
the Calculation Agent or (b) if "LIBOR Reuters" is designated on the face hereof
or in the pricing supplement attached hereto or delivered herewith, "Designated
LIBOR Page" means the display designated as page "LIBO" on the Reuters Monitor
Money Rates Service and LIBOR will be the arithmetic means of the offered rates,
calculated by the Calculation Agent, or the offered rates, if the designated
LIBOR page by its terms provides only for a single rate (or such other page as
may replace the LIBO page on such service or such other service as may be
replaced by a successor service for purpose of displaying London interbank
offered rates of major banks). If neither LIBOR Reuters nor LIBOR Telerate is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, LIBOR will be determined as if LIBOR Moneyline Telerate had
been specified.

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

Determination of Treasury Rate

            If the Base Rate specified in the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Treasury Rate or
Treasury Rate Constant Maturity, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, if an, specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. Unless "Treasury
Rate Constant Maturity"

                                        7
<PAGE>

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

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

Bond Equivalent: Yield will be calculated as follows:

                                        8
<PAGE>

                                              D X N
                 Bond Equivalent Yield = -------------- X 100
                                          360 - (D X M)

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

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

            The following procedures will be followed if the Treasury Rate
cannot be determined as indicated above. If such information, as applicable, is
not so published, then the Calculation Agent will calculate the Treasury Rate on
the Constant Maturity Treasury Rate Determination Date as follows which shall be
a yield to maturity, based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 p.m., New York City time, on the Constant
Maturity Treasury Rate Determination Date of three leading U.S. government
securities dealers in The City of New York selected by the Calculation Agent,
one of which may be the Agent, from five such dealers selected by the
Calculation Agent and eliminating the highest quotation, or in the event of
equality, one of the highest, and the lowest quotation, or, in the event of
equality, one of the lowest, for United States Treasury Securities ("Treasury
Notes"), with an original maturity of approximately the

                                        9
<PAGE>

Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year and in a principal amount that
is representative for a single transaction in the securities in that market at
that time.

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

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

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

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

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

                                       10
<PAGE>

Determination of Prime Rate

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

            The "Prime Rate" for each Interest Reset Period will be determined
by the Calculation Agent for such Prime Rate Note as of the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a "Prime Rate
Determination Date") and shall be the rate made available and subsequently
published on such date in H.15(519) under the heading "Bank Prime Loan." In the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date (as defined above) pertaining to such Prime Rate
Determination Date, then the Prime Rate for such Interest Reset Period shall be
the rate published in the H.15 Daily Update under the heading "Bank Prime Loan."
In the event that such rate has not been published prior to 3:00 p.m., New York
City time, on the Calculation Date, then the Prime Rate will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen USPRIME1 Page
(as defined below) as such bank's prime rate or base lending rate on the Prime
Rate Determination Date. If fewer than four such rates appear on the Reuters
Screen USPRIME1 Page for the Prime Rate Determination Date, the rate shall be
the arithmetic mean of the prime rates quoted on the basis of the actual number
of days in the year divided by 360 as of the close of business on the Prime Rate
Determination Date by three major banks in The City of New York selected by the
Calculation Agent. However, if the banks so selected by the Calculation Agent
are not quoting as mentioned in the previous sentence, the Prime Rate will be
the Prime Rate in effect on the Prime Rate Determination Date.

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

Determination of Eleventh District Cost of Funds Rate

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

            The "Eleventh District Cost of Funds Rate," for each Interest Reset
Period will be determined by the Calculation Agent for such Eleventh District
Cost of Funds Rate Note as of the last working day of the month immediately
prior to such Interest Reset Date for such Interest Reset Period on which the
Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes
the Eleventh District Cost of Funds Index (as defined below) (the "Eleventh
District Cost of Funds Rate Determination Date"), and shall be the rate equal to
the monthly weighted average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Determination Date as set forth under the
caption "Eleventh District" on Moneyline Telerate (or any successor service) on
page 7058 (which page shall include any successor page (as determined by the
Calculation Agent)) as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Determination Date. If such rate does not appear on
Telerate page 7058 on any related Eleventh

                                       11
<PAGE>

District Cost of Funds Rate Determination Date, the Eleventh District Cost of
Funds Rate for such Eleventh District Cost of Funds Rate Determination Date
shall be the monthly weighted average cost of funds paid by member institutions
of the Eleventh Federal Home Loan Bank District that was most recently announced
(the "Eleventh District Cost of Funds Rate Index") by the FHLB of San Francisco
as such cost of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate on or
prior to the Eleventh District Cost of Funds Rate Determination Date for the
calendar month immediately preceding such date, then the Eleventh District Cost
of Funds Rate for such date will be the Eleventh District Cost of Funds Rate in
effect on the Eleventh District Cost of Funds Rate Determination Date.

Determination of EURIBOR

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

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

            If EURIBOR cannot be determined as described above the Calculation
Agent will determine "EURIBOR" as follows. The Calculation Agent will request
the principal Euro-zone (as defined below) office of each of four major banks in
the Euro-zone interbank market selected by the Calculation Agent to provide the
Calculation Agent with their respective offered quotations for deposits in Euros
for the period of the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, to prime banks in the Euro-zone interbank market at
approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date, in a
principal amount equal to an amount of at least $1,000,000 or its approximate
equivalent thereof in Euros that is representative of a single transaction in
such market at such time. If two or more such quotations are provided, "EURIBOR"
for such Interest Reset Period will be the arithmetic mean of such quotations.
If less than two such quotations are provided, "EURIBOR" for such Interest Reset
Period will be the arithmetic mean of rates quoted by four major banks in the
Euro-zone selected by the Calculation Agent for such EURIBOR Note at
approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date for
loans in Euros to leading European banks for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, in a principal
amount equal to an amount of at least $1,000,000 or the approximate equivalent
thereof in Euros that is representative of a single transaction in such market
at such time; provided, however,

                                       12
<PAGE>

that if the banks so selected a aforesaid by the Calculation Agent are not
quoting rates as mentioned in this sentence, "EURIBOR" for such Interest Reset
Period will be same as EURIBOR for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the EURIBOR Rate will be
the Initial Interest Rate).

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

Inverse Floating Rate Notes

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

Floating Rate / Fixed Rate Notes

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

Subsequent Interest Periods

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Spread, Spread Multiplier or method
of calculation of the Interest Rate on this Note may be reset by the Company on
the date or dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Optional Reset Date"). The
Company may reset the Spread, Spread Multiplier or method of calculation of the
Interest Rate Interest Rate by notifying the Trustee for this Note at least 45
but not more than 60 days prior to each Optional Reset Date. Not later than 40
days prior to each Optional Reset Date, the Trustee shall provide notice of such
election (the "Reset Notice"), in accordance with "Notices" below, indicating
whether the Company has elected to reset the Spread, Spread Multiplier or method
of calculation of the Interest Rate, and if so, (i) such new Spread, Spread
Multiplier or method of calculation of the Interest Rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date, or, if there is no such next Optional
Reset Date, to the Stated Maturity of

                                       13
<PAGE>

this Note (each such period, a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period. Upon
the transmittal by the Trustee of a Reset Notice to the Holder of a Note, such
new Spread, Spread Multiplier or method of calculation of the Interest Rate
shall take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Company may, at its option, revoke the
Spread or Spread Multiplier provided for in the Reset Notice and establish a
higher Spread or Spread Multiplier for the Subsequent Interest Period by causing
the Trustee to provide notice of such higher Spread or Spread Multiplier to the
Holder of this Note. Such notice shall be irrevocable. All Bearer Notes with
respect to which the Spread or Spread Multiplier is reset on an Optional Reset
Date will bear such higher Spread or Spread Multiplier.

            The Holder of this Note will have the option to elect repayment of
the Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Paying Agent shall be at least 25 but not more
than 35 days prior to such Optional Reset Date, and except that if the Holder
has tendered this Note for repayment pursuant to a Reset Notice, the Holder may,
by written notice to the Paying Agent, revoke such tender for repayment until
the close of business on the tenth day before the Optional Reset Date.

Indexed Notes

            If this Note is an Indexed Principal Note, then certain or all
interest payments, in the case of an Indexed Rate Note, and/or the principal
amount payable at Stated Maturity or earlier redemption or retirement, in the
case of an Indexed Principal Note, is determined by reference to the amount
designated on the face hereof or in the pricing supplement attached hereto or
delivered herewith as the Face Amount of this Note and by reference to the Index
as described on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If this Note is an Indexed Principal Note, the amount of any
interest payment will be determined by reference to the Face Amount described on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. If this Note is an Indexed Principal Note, the principal amount
payable at Stated Maturity or any earlier redemption or repayment of this Note
may be different from the Face Amount. If a third party is appointed to
calculate or announce the Index for a particular Indexed Note and the third
party either suspends the calculation or announcement of such Index or changes
the basis upon which such Index is calculated in a manner that is inconsistent
with the applicable pricing supplement, then the Company will select another
third party to calculate or announce the Index. The agent or another affiliate
of the Company may be either the original or successor third party selected by
the Company.

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

                                       14
<PAGE>

Payments in Currencies other than the Specified Currency

            Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable in such foreign currency
shall be converted into U.S. dollars on the basis of the most recently available
Market Exchange Rate for such currency or as otherwise indicated on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Any
payment made under such circumstances in U.S. dollars will not constitute an
Event of Default under the Indenture.

            In the event of an official redenomination of the Specified Currency
of this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).

Dual Currency Notes

            If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option of making all payments of principal, premium,
if any, and interest on all Dual Currency Notes issued on the same day and
having the same terms (a "Tranche"), which payments would otherwise be made in
the Specified Currency of such Notes, in an optional currency (the "Optional
Payment Currency"). Such option will be exercisable in whole but not in part on
an "Option Election Date," which will be any one of the dates specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.

            If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
provided in accordance with "Notices" below within two Business Days of the
Option Election Date and shall state (i) the first date, whether an Interest
Payment Date and/or Stated Maturity, in which scheduled payments in the Optional
Payment Currency will be made and (ii) the Designated Exchange Rate. Any such
notice by the Company, once given, may not be withdrawn. The equivalent value in
the Specified Currency of payments made after such an election may be less, at
the then current exchange rate, than if the Company had made such payment in the
Specified Currency.

                                       15
<PAGE>

Renewable Notes

            If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:

            On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").

            The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to any
duly appointed paying agent not less than 15 nor more than 30 days prior to such
Renewal Date, unless another period is specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess thereof,
as is specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. Notwithstanding the foregoing, the term of this Note may
not be extended beyond the Stated Maturity specified for this Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith.

            If the Holder does not elect to renew the term, this Note must be
presented to any duly appointed paying agent and, as soon as practicable
following receipt of such Note such paying agent shall issue in exchange
therefor in the name of such Holder (i) a Note, in a principal amount equal to
the principal amount of such exchanged Note for which no election to renew the
term thereof was exercised, with terms identical to those specified on such
exchanged Note (except that such Note shall have a fixed, nonrenewable Stated
Maturity on the New Maturity Date) and (ii) if an election to renew is made with
respect to less than the full principal amount of such Holder's Note, such
paying agent shall issue in exchange for such Note in the name of such Holder a
replacement Renewable Note, in a principal amount equal to the principal amount
of such exchanged Note for which the election to renew was made, with terms
otherwise identical to the exchanged Note.

                                       16
<PAGE>

Extension of Stated Maturity

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Stated Maturity of this Note may be
extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five years up to but
not beyond the date (the "Final Maturity") set forth on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustee shall provide to the Holder of this
Note not later than 40 days prior to the original Stated Maturity notice (the
"Extension Notice") in accordance with "Notices" below. The Extension Notice
will set forth (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) in the case of a Floating Rate Note, the
Spread, Spread Multiplier or method of calculation applicable to the Extension
Period, and (iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Extension Period. Upon the provision by such Trustee of an Extension Notice to
the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, this Note will have the same terms as prior to the
provision of such Notice.

            Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the Spread or Spread Multiplier provided for in the Extension Notice and
establish a higher Spread or Spread Multiplier for the Extension Period by
causing the Trustee to provide notice of such higher Spread or Spread
Multiplier, as the case may be, to the Holder hereof in accordance with
"Notices" below. Such notice shall be irrevocable. All Notes with respect to
which the Stated Maturity is extended will bear such higher Spread or Spread
Multiplier for the Extension Period, whether or not tendered for repayment.

            If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the
original Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such original
Stated Maturity once the Company has extended the Stated Maturity hereof, the
Holder must follow the procedures set forth below for optional repayment, except
that the period for delivery or notification to the Paying Agent shall be at
least 25 but not more than 35 days before the original Stated Maturity, and
except that if the Holder has tendered this Note for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Paying Agent, revoke
such tender for repayment until the close of business on the tenth calendar day
before the original Stated Maturity.

Optional Redemption, Repayment and Repurchase

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. If required under the Federal Reserve Capital Adequacy Rules, the
Company will obtain the prior

                                       17
<PAGE>

approval of the Federal Reserve before exercising its redemption rights. If the
Company elects to exercise such option with respect to this Note, at least 30
days prior to the date of redemption, such Trustee shall provide notice of such
redemption to the Holder hereof in accordance with "Notices" below. In the event
of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued to the Holder hereof upon the cancellation
hereof. Notes redeemed prior to Stated Maturity must be presented for payment
together with all unmatured Coupons, if any, appertaining thereto, failing which
the amount of any missing unmatured Coupon will be deducted from the sum due for
payment. Unless this is an Amortizing Note, this Note will not be subject to any
sinking fund.

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable to Stated
Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof or in the pricing supplement attached hereto or delivered
herewith at the Optional Repayment Prices shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, together with accrued
interest to the date of repayment. Notes that are to be repaid prior to Stated
Maturity must be presented for payment together with all unmatured Coupons, if
any, appertaining thereto, failing which the amount of any missing unmatured
Coupon will be deducted from the sum due for payment.

            In order for this Note to be repaid, the Principal Paying Agent must
receive this Note at least 30 but not more than 45 days prior to an Optional
Repayment Date. Any tender of this Note for repayment (except pursuant to a
Reset Notice or an Extension Notice) shall be irrevocable. The repayment option
may be exercised by the Holder of this Note for less than the entire principal
amount of this Note; provided that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the Holder of this Note.

            Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.

            Notwithstanding anything herein to the contrary, if this Note is a
Discount Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price), in lieu of the principal amount due
at the Stated Maturity hereof, shall be the Amortized Face Amount of this Note
as of the redemption date or the date of repayment, as the case may be. The
Amortized Face Amount of this Note on any date shall be the amount equal to (i)
the Issue Price set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith plus (ii) that portion of the difference
between such Issue Price and the stated principal amount of such Note that has
accrued by such date at (x) the Bond Yield to Maturity set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith or (y)
if so specified, the Bond Yield to Call set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith (computed in each case
in accordance with generally accepted United States bond yield computation
principles); provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note or in the pricing supplement attached hereto or delivered
herewith shall be computed on the basis of the first occurring Optional
Redemption Date with respect to such Note and the amount payable on such
Optional Redemption Date. In the event that such Note is not redeemed on such
first occurring Optional Redemption Date,

                                       18
<PAGE>

the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.

Tax Redemption

            The Bearer Notes of a series may be redeemed at the option of the
Company in whole, but not in part, at any time on giving at least 30 but not
more than 60 days' notice in accordance with "Notices" below (which notice shall
be irrevocable), at the respective Redemption Prices thereof, if the Company has
or will become obligated to pay additional interest on such Notes as described
in the following paragraph as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after their
respective Original Issue Dates, and such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of such Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Company shall deliver to
the Trustee for the Notes to be redeemed a certificate stating that the Company
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred, and an opinion of independent counsel to the effect that the
Company has or will become obligated to pay such additional interest as a result
of such change or amendment.

Payment of Additional Interest

            The Company will, subject to the exceptions and limitations set
forth below, pay as additional interest to the Holder of this Note or any Coupon
that is a United States Alien (as defined below) such amounts as may be
necessary so that every net payment on this Note or such Coupon, after deduction
or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in this Note or such Coupon
to be then due and payable. However, the Company will not be required to make
any such payment of additional interest to such Holder for or an account of:

            (a) any tax, assessment or other governmental charge that would not
      have been imposed but for (i) the existence of any present or former
      connection between such Holder (or between a fiduciary, settlor or
      beneficiary of, or a Person holding a power over, such Holder, if such
      Holder is an estate or a trust, or a member or shareholder of such Holder,
      if such Holder is a partnership or a corporation) and the United States,
      including, without limitation, such Holder (or such fiduciary, settlor,
      beneficiary, Person holding a power, member or shareholder) being or
      having been a citizen or resident thereof or being or having been engaged
      in trade or business or present therein or having or having had a
      permanent establishment therein or (ii) such Holder's past or present
      status as a passive foreign investment company, a personal holding
      company, foreign personal holding company, a controlled foreign
      corporation for United States tax purposes or private foundation or other

                                       19
<PAGE>

      tax-exempt organization with respect to the United States or as a
      corporation that accumulates earnings to avoid United States federal
      income tax;

            (b) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or other governmental charge;

            (c) any tax, assessment or other governmental charge that would not
      have been imposed but for the presentation by the Holder of this Note or
      such Coupon for payment more than 15 days after the date on which such
      payment became due and payable or on which payment thereof was duly
      provided for, whichever occurred later;

            (d) any tax, assessment or other governmental charge that is payable
      otherwise than by deduction or withholding from a payment on this Note or
      such Coupon;

            (e) any tax, assessment or other governmental charge required to be
      deducted or withheld by any Paying Agent from a payment on this Note or
      such Coupon, if such payment can be made without such deduction or
      withholding by any other Paying Agent;

            (f) any tax, assessment or other governmental charge imposed on a
      Holder that actually or constructively owns ten percent or more of the
      combined voting power of all classes of stock of the Company or is a
      controlled foreign corporation related to the Company through stock
      ownership; nor shall such additional interest be paid with respect to a
      payment on this Note or such Coupon to a Holder that is a fiduciary or
      partnership or other than the sole beneficial owner of such payment to the
      extent a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner would not have been entitled to
      the additional interest had such beneficiary, settlor, member or
      beneficial owner been the Holder of this Note or such Coupon.

            The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a nonresident
alien individual, a nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

Paying Agents

            The Company has initially appointed as its Paying Agents for Bearer
Notes of this Series the offices listed below:

                             Principal Paying Agent:

                               Deutsche Bank U.K.
                                Winchester House
                            1 Great Winchester Street
                            London, England EC2 N2DB

                                       20
<PAGE>

                                  Paying Agent:

                            Deutsche Bank Luxembourg
                                  P.O. Box 586
                                L-2015 Luxembourg

            The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or other Paying Agents
and to approve any change in the office through which any Paying Agent acts,
provided that there will at all times be a Paying Agent (which may be the
Trustee) in at least one city in Europe, which, so long as Bearer Notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange shall so
require, shall include Luxembourg. Notice of any such termination or appointment
and of any changes in the specified offices of the Trustee or any Paying Agent
will be given to the Holder hereof as described below.

Notices

            All notices to Holders of this Note will be deemed to have been duly
given if published on two separate Business Days in a leading London daily
newspaper (which is expected to be the Financial Times) and, with respect to any
series of Bearer Notes that may be listed on the Luxembourg Stock Exchange, if
such exchange so requires, in Luxembourg in a newspaper of general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). Such notices shall
be deemed to have been given on the date of the first such publication.

Other Terms

            As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Registered Notes of different authorized denominations, as requested
by the Person surrendering the same.

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

            If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.

            In case this Note or any Coupon shall at any time become mutilated,
destroyed, stolen or lost, it may be replaced at the specified office of the
Principal Paying Agent in London; or, with respect to any series of Bearer Notes
that are listed on the Luxembourg Stock Exchange, at the specified office of the
Paying Agent in Luxembourg, upon payment by the claimant of such expenses as may
be incurred in connection therewith and, in the case of destruction, theft or
loss, on such terms as to evidence and indemnity as the Company or the Trustee
may reasonably require. Mutilated or defaced Bearer Notes or Coupons must be
surrendered before replacements will be issued.

            All monies paid by the Company to a Trustee or Paying Agent for the
payment of principal of or any premium or interest on any Bearer Note or for the
payment of any Coupon which

                                       21
<PAGE>

remain unclaimed at the end of two years after such payments shall have become
due and payable will be repaid to the Company, at its written request, and the
Holder of such Note or Coupon will thereafter look only to the Company for
payment, such payment to be made only outside the United States.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.

            Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.

            The Company may, without the consent of the Holders of the Notes,
consolidate with, merge into, or transfer substantially all of its assets to, a
corporation, provided that the successor corporation assumes all obligations of
the Company under the Notes and certain other conditions are met.

            Except as provided above, the obligation to pay the principal hereof
(and premium, if any) and interest hereon in the designated currency of payment
is of the essence. To the fullest extent possible under applicable law,
judgments in respect of this Note shall be given in such currency. The
obligation of the Company to make such payments in the designated currency of
payment shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the designated currency of payment that the Holder of this Note may,
in accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and cost of exchange) on the business day in
the country of issue of the designated currency of payment or in the
international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment. If the
amount in the designated currency of payment that may be so purchased is for any
reason less than the amount originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in the designated currency
of payment as may be necessary to compensate for any such shortfall.

            This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.

                                       22
<PAGE>

            All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       23