<PAGE>

                                                                   Exhibit 4(cc)

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

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

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

Issue Price:                                                Original Issue Date:

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:

Survivor's Option:                              [ ] Yes (see attached)   [ ] No

                                       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 CEDE & Co. or registered
assigns (a) the Principal Amount or, in the case of an Indexed Principal Note,
the Face Amount adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein and (b) accrued interest on the Principal Amount then outstanding (or in
the case of an Indexed Principal Note, the Face Amount, then outstanding) 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,
semiannually 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 and at the Stated Maturity, 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.

            The interest so payable, and punctually paid or duly provided for,
on each Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which, unless otherwise specified on the
face of this Note or in the pricing supplement attached hereto or delivered
herewith (and other than interest payable at Stated Maturity), shall be the date
(whether or not a Business Day) fifteen calendar days immediately preceding such
Interest Payment Date and, in the case of interest payable at Stated Maturity,
shall be the Stated Maturity of this Note. Notwithstanding the foregoing, if
this Note is issued between a Regular Record Date and the related Interest
Payment Date, the interest so payable for the period from the Original Issue
Date to such Interest Payment Date shall be paid on the next succeeding Interest
Payment Date to the Registered Holder hereof on the related Regular Record Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Registered Holder hereof on such Regular Record Date,
and may be paid to the person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than ten
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Registered Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

            For purposes of this Note, "Business Day" means: (i) with respect to
any Registered Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close; (ii) with respect to
Registered Notes having a specified currency other than U.S. dollars only, other
than Registered Notes denominated in Euros, any day that, in the principal
financial center (as defined below) of the country of the Specified Currency, is
not a day on which banking institutions generally are authorized or obligated by
law to close; (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

                                       3
<PAGE>

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).

            If the Holder of this Note has a Survivor's Option, as indicated
above, to elect repayment of this Note prior to Stated Maturity in the event of
the death of any beneficial owner hereof, then, pursuant to exercise of such
Survivor's Option, the Company will repay this Note (or applicable portion
hereof) when properly tendered for repayment by or on behalf of the Person (the
"Representative") that has authority to act on behalf of the deceased beneficial
owner hereof under the laws of the appropriate jurisdiction (including, without
limitation, the personal representative, executor, surviving joint tenant or
surviving tenant by the entirety of such deceased beneficial owner) at a price
equal to the Amortized Face Amount (calculated as set forth below) payable
hereunder with respect to such beneficial owner, plus accrued interest thereon
to the date of such repayment; provided, however, that the Company may, in its
sole discretion, limit to $2,500,000 (or the approximate equivalent thereof in
other currencies) the aggregate principal amount of Notes of this series as to
which exercises of the Survivor's Option will be accepted in any calendar year
(the "Annual Put Limitation") and, in the event that the Annual Put Limitation
is applied, limit to $250,000 (or the approximate equivalent thereof in other
currencies) the aggregate principal amount of Notes (or portions thereof) as to
which exercises of the Survivor's Option will be accepted in such calendar year
with respect to any individual deceased beneficial owner of Notes; and provided,
further, that the Company will not make any principal payment pursuant to
exercise of the Survivor's Option in an amount that is less than $5,000 (or the
approximate equivalent thereof in other currencies), and, in the event that the
foregoing limitations would result in the partial repayment to any individual
deceased beneficial owner of Notes, the principal amount owned by such deceased
beneficial owner must not be less than $5,000 (or the approximate equivalent
thereof in other currencies) as a result of such repayment, which is the minimum
authorized denomination of the Notes. This Note, or any portion hereof, if
tendered pursuant to an exercise of the Survivor's Option, may be withdrawn by a
written request of the Holder hereof received by the Paying Agent prior to its
repayment.

            The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus (ii) that
portion of the difference between such Issue Price and the stated principal
amount of such Note that has accrued by such date at (x) the Bond Yield to
Maturity set forth on the face hereof or (y) if so specified, the Bond Yield to
Call set forth on the face hereof (computed in each case in accordance with
generally accepted United States bond yield computation principles), provided,
however, that in no event shall the Amortized Face Amount of a Note exceed its
stated principal amount. The Bond Yield to Call listed on the face of this Note
shall be computed on the basis of the first occurring Optional Redemption Date
with respect to such

                                       4
<PAGE>

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

            This Note (or any portion hereof), if tendered pursuant to a valid
exercise of the Survivor's Option, will be accepted promptly based on the order
in which all such Notes (or any portion thereof) are tendered, unless the
acceptance hereof would (i) contravene the Annual Put Limitation or (ii) result
in the acceptance during the then current calendar year of an aggregate
principal amount of Notes (or portions thereof) exceeding $250,000 (or the
approximate equivalent thereof) with respect to any individual deceased
beneficial owner. If, as of the end of any calendar year, the Company has not
imposed the Annual Put Limitation or the aggregate principal amount of Notes
that have been accepted pursuant to exercise of the Survivor's Option during
such year has not exceeded the Annual Put Limitation for such year, any exercise
of the Survivor's Option with respect to this Note (or any portion hereof) not
accepted during such calendar year because more than $250,000 (or the
approximate equivalent thereof) aggregate principal amount of Notes (or portions
thereof) was tendered with respect to the individual deceased beneficial owner
hereof will be accepted in the order all such Notes were tendered, to the extent
that any such exercise would not trigger the Annual Put Limitation, if any, for
such calendar year. This Note (or portion hereof), if accepted for repayment
pursuant to exercise of the Survivor's Option, will be repaid on the first
Interest Payment Date that occurs twenty or more calendar days after the date of
such acceptance. If this Note (or any portion hereof) is tendered for repayment
and is not accepted in any calendar year due to the application of the Annual
Put Limitation, then this Note (or any such portion) will be deemed to be
tendered in the following calendar year based on the order in which all such
Notes (or any portion thereof) were originally tendered, unless this Note (or
any such portion hereof) is withdrawn by the Holder. In the event that this Note
(or any portion hereof) tendered for repayment pursuant to valid exercise of the
Survivor's Option is not accepted, the Paying Agent will deliver a notice to the
affected Representative by first-class mail to the broker or other entity that
represents the deceased beneficial owner of this Note that states the reasons
this Note (or such portion) has not been accepted for repayment. 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).

            Subject to the foregoing, in order for the Survivor's Option to be
validly exercised, the Paying Agent must receive (i) a written request for
repayment signed by the Representative, and such signature must be guaranteed by
a member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of this Note
(or applicable portion hereof), (iii) appropriate evidence satisfactory to the
Company and the Paying Agent that (A) the Representative has authority to act on
behalf of the applicable deceased beneficial owner hereof, (B) the death of such
beneficial owner has occurred and (C) the deceased was a beneficial owner hereof
at the time of death, and (iv) if applicable, a properly executed assignment or
endorsement, and (v) if the Note is held by a nominee of the deceased beneficial
owner, a certificate satisfactory to the Paying Agent from such nominee
attesting to the beneficial ownership of such Note. All questions as to the
eligibility or validity of any exercise of the Survivor's Option will be
determined by the Company, in its sole discretion, which determination will be
final and binding.

                                       5
<PAGE>

            The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.

            Payments of interest in U.S. dollars (other than interest payable at
Stated Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date; provided that, if the Holder hereof is the Holder of
U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Registered Notes of like tenor and term, such U.S. dollar
interest payments will be made by wire transfer of immediately available funds,
but only if appropriate wire transfer instructions have been received in writing
by the Trustee not less than fifteen calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Stated Maturity will be paid in immediately available funds
upon surrender of this Note at the corporate trust office or agency of the
Trustee located in the City and State of New York.

                                       6
<PAGE>

            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.

                                       7
<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

                                       8
<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 registered form without coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Registered Notes denominated in a currency other than U.S. dollars will be
the approximate equivalents thereof in the Specified Currency.

            Each Registered Note will be issued initially as a Book-Entry Note,
and will not be exchangeable for Certificated Notes, except as otherwise
provided in the Indenture or specified in the applicable pricing supplement.

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

                                       1
<PAGE>

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 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 not more than 60 days prior to each Optional Reset
Date. Not later than 40 days prior to each Optional Reset Date, the Trustee will
mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
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 mail notice of such higher Interest Rate, first class,
postage prepaid, to the Holder of this Note. Such notice shall be irrevocable.
All Registered 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 Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day before the Optional Reset Date.

Indexed Notes

            If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on

                                       2
<PAGE>

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 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.

Specified Currency

            If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Registered Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Registered Notes by
deductions from such payments. If no such bid quotations are available, then
such payments will be made in the Specified Currency, unless the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.

Payments in Currencies other than the Specified Currency

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

                                       3
<PAGE>

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

Dual Currency Notes

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

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

Renewable Notes

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

            On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to

                                       4
<PAGE>

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

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

Extension of Stated Maturity

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Stated Maturity of this Note may be
extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five years up to but
not beyond the date (the "Final Maturity") set forth on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustee will mail to the Holder of this Note
not later than 40 days prior to the original Stated Maturity a notice (the
"Extension Notice"), first class, postage prepaid, indicating (i) the election
of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the 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
Trustee's mailing of the Extension Notice, the Stated Maturity of this

                                       5
<PAGE>

Note shall be extended automatically and, except as modified by the Extension
Notice and as described in the next paragraph, this Note will have the same
terms as prior to the mailing of such Notice.

            Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the Interest Rate provided for in the Extension Notice and establish a higher
Interest Rate for the Extension Period by causing the Trustee to mail notice of
such higher Interest Rate, first class, postage prepaid, to the Holder of this
Note. Such notice shall be irrevocable. All Registered Notes with respect to
which the Stated Maturity is extended will bear such higher 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 Trustee shall be at least 25
but not more than 35 days before the original Stated Maturity, and except that
if the Holder has tendered this Note for repayment pursuant to an Extension
Notice, the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth calendar day before the
original Stated Maturity.

Optional Redemption, Repayment and Repurchase

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. Unless otherwise stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Trustee shall mail to the Holder a
notice of such redemption first class, postage prepaid, at least 30 days prior
to the date of redemption. Unless otherwise stated herein, the Company may
exercise such option with respect to a redemption of this Note in part only by
notifying the Trustee for this Note at least 45 days prior to any Optional
Redemption Date. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof.

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Stated Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
accrued interest to the date of repayment. In order for this Note to be repaid,
the Trustee must receive at least 30 but not more than 45 days prior to an
Optional Repayment Date (i) this Note with the form below entitled "Option to
Elect Repayment" duly completed; or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with the form below entitled "Option to Elect

                                       6
<PAGE>
Repayment" duly completed will be received by the Trustee not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter. If the procedure described in clause (ii) of the preceding sentence is
followed, this Note with form duly completed must be received by the Trustee by
such fifth Business Day. Any tender of this Note for repayment (except pursuant
to a Reset Notice or an Extension Notice) shall be irrevocable. The repayment
option may be exercised by the Holder of this Note for less than the entire
principal amount of the Note; provided that the principal amount of this Note
remaining outstanding after repayment is an authorized denomination. Upon such
partial repayment, this Note shall be canceled and a new Note or Notes for the
remaining principal amount hereof shall be issued in the name of the Holder of
this Note.

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

            Notwithstanding anything herein to the contrary, if this Note is 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.

            The Company may at any time purchase Registered Notes at any price
in the open market or otherwise. Registered Notes so purchased by the Company
may, at the discretion of the Company, be held or resold or surrendered to the
Trustee for such Notes for cancellation.

Other Terms

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

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, duly endorsed by, or accompanied by a written
instrument of

                                       7
<PAGE>

transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Registered Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

            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 shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee or the agent of the Company or Trustee, a
new Registered Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Registered Note shall be borne by the
Holder of this Note.

            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.

                                       8
<PAGE>

            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.

                                       9
<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -as tenants in common          UNIF GIFT MIN ACT_____Custodian______
TEN ENT -as tenants by the entireties                   (Cust)       (Minor)
JT ENT -as joint tenants with                  Under Uniform Gifts to Minors Act

     right of survivorship and                 _________________________________
     not as tenants in common                              (State)

     Additional abbreviations may also be used though not in the above list

                           ___________________________
                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date or repayment, to the undersigned at:

________________________________________________________________________________

________________________________________________________________________________
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

      For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 153 W. 51st Street, New York, New York 10019.

Dated:                                   _______________________________________
                                         Note: The signature to this Option to
                                         Elect Repayment must correspond with
                                         the name as written upon the face of
                                         the within Note in every particular
                                         without alteration or enlargement or
                                         any change whatsoever.

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

 Please insert Social Security or Other
  Identifying Number of Assignee

________________________________________________________________________________

________________________________________________________________________________
      Please Print or Type Name and Address Including Zip Code of Assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________________________________attorney
to transfer such Note on the books of Citigroup Global Markets Holdings Inc.
with full power of substitution in the premises.

Dated:  _________________________        _______________________________________

                                         Signature

                                         _______________________________________
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as it appears upon the face of the
                                         Note in every particular, without
                                         alteration or enlargement or any change
                                         whatsoever.

                                       10
<PAGE>

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

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

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

Issue Price:                                                Original Issue Date:

Initial Interest Rate:                                          Stated Maturity:

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

Authorized Denominations:

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

            Dual Currency Note:        [ ] 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        [ ] Prime Rate
                  Constant Maturity

              [ ] Eleventh District                               [ ] EURIBOR
                  Cost of Funds Rate

                                       [ ] Other (see  attached)

                                       1
<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 ma 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:

Survivor's Option                         [ ] Yes (see attached)   [ ] No

                                       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 CEDE & Co. or registered
assigns (a) the Principal Amount or, in the case of an Indexed Principal Note,
the Face Amount adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein, and (b) accrued interest on the Principal Amount then outstanding (or,
in the case of an Indexed Principal Note, the Face Amount then outstanding): (i)
if this is a Floating Rate Note, at the Initial Interest Rate shown above from
the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Base Rate shown
above, adjusted by the Spread or Spread Multiplier, if any, shown above,
determined in accordance with the provisions hereof, (ii) if this is an Indexed
Rate Note, at a rate determined by reference to an Index as described herein,
(iii) if this is an Inverse Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Inverse Floating Rate, as determined in accordance with the provisions hereof,
or (iv) if this is a Floating Rate / Fixed Rate Note, at a rate determined as
described herein, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof.

            The interest so payable, and punctually paid or duly provided for,
on each Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which, unless otherwise specified on the
face of this Note or in the pricing supplement attached hereto or delivered
herewith (and other than interest payable at Stated Maturity), shall be the date
(whether or not a Business Day) fifteen calendar days immediately preceding such
Interest Payment Date and, in the case of interest payable at Stated Maturity,
shall be the Stated Maturity of this Note. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Registered
Holder hereof on such Regular Record Date, and may be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than ten days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Registered Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture.

            For purposes of this Note, "Business Day" means: (i) with respect to
any Registered Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close; (ii) if the Base
Rate specified above is LIBOR, any such day on which dealings in deposits in the
Specified Currency are transacted in the London interbank market (a "London
Business Day"); (iii) with respect to any determination by the exchange rate
agent (as defined below) of an exchange rate pursuant to notes having a
specified currency other than U.S. dollars, any such day on which banking
institutions and foreign exchange markets settle payments in

                                       4
<PAGE>

New York City and London (an "Exchange Rate Business Day"); (iv) with respect to
Registered Notes having a specified currency other than U.S. dollars only, other
than Registered Notes denominated in Euros, any day that, in the principal
financial center (as defined below) of the country of the Specified Currency, is
not a day on which banking institutions generally are authorized or obligated by
law to close; and (v) with respect to EURIBOR Notes and Notes denominated in
Euros, a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer ("TARGET") System is open (a "Target Business Day").

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

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

            If the Holder of this Note has a Survivor's Option, as indicated
above, to elect repayment of this Note prior to Stated Maturity in the event of
the death of any beneficial owner hereof, then, pursuant to exercise of such
Survivor's Option, the Company will repay this Note (or applicable portion
hereof) when properly tendered for repayment by or on behalf of the Person (the
"Representative") that has authority to act on behalf of the deceased beneficial
owner hereof under the laws of the appropriate jurisdiction (including, without
limitation, the personal representative, executor, surviving joint tenant or
surviving tenant by the entirety of such deceased beneficial owner) at a price
equal to the Amortized Face Amount (calculated as set forth below) payable
hereunder with respect to such beneficial owner, plus accrued interest thereon
to the date of such repayment; provided, however, that the Company may, in its
sole discretion, limit to $2,500,000 (or the approximate equivalent thereof in
other currencies) the aggregate principal amount of Notes of this series as to
which exercises of the Survivor's Option will be accepted in any calendar year
(the "Annual Put Limitation") and, in the event that the Annual Put Limitation
is applied, limit to $250,000 (or the approximate equivalent thereof in other
currencies) the aggregate principal amount of Notes (or portions thereof) as to
which exercises of the Survivor's Option will be accepted in such calendar year
with respect to any individual deceased beneficial owner of Notes; and provided,
further, that the Company will not make any principal payment pursuant to
exercise of the Survivor's Option in an amount that is less than $5,000 (or the
approximate equivalent thereof in other currencies), and, in the event that the
foregoing limitations would result in the partial repayment to any individual
deceased beneficial owner of Notes, the principal amount owned by such deceased
beneficial owner must not be less than $5,000 (or the approximate equivalent
thereof in other currencies) as a result of such repayment, which is the minimum
authorized denomination of the Notes. This Note, or any portion hereof, if
tendered pursuant to an exercise of the Survivor's Option, may be withdrawn by a
written request of the Holder hereof received by the Paying Agent prior to its
repayment.

            The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus (ii) that
portion of the difference between such Issue Price and the stated principal
amount of such Note that has accrued by such date at (x)

                                       5
<PAGE>

the Bond Yield to Maturity set forth on the face hereof or (y) if so specified,
the Bond Yield to Call set forth on the face hereof (computed in each case in
accordance with generally accepted United States bond yield computation
principles), provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note shall be computed on the basis of the first occurring
Optional Redemption Date with respect to such Note and the amount payable on
such Optional Redemption Date. In the event that such Note is not redeemed on
such first occurring Optional Redemption Date, the Bond Yield to Call with
respect to such Note shall be recomputed on such Optional Redemption Date on the
basis of the next occurring Optional Redemption Date and the amount payable on
such Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.

            This Note (or any portion hereof), if tendered pursuant to a valid
exercise of the Survivor's Option, will be accepted promptly based on the order
in which all such Notes (or any portion thereof) are tendered, unless the
acceptance hereof would (i) contravene the Annual Put Limitation or (ii) result
in the acceptance during the then current calendar year of an aggregate
principal amount of Notes (or portions thereof) exceeding $250,000 (or the
approximate equivalent thereof) with respect to any individual deceased
beneficial owner. If, as of the end of any calendar year, the Company has not
imposed the Annual Put Limitation or the aggregate principal amount of Notes
that have been accepted pursuant to exercise of the Survivor's Option during
such year has not exceeded the Annual Put Limitation for such year, any exercise
of the Survivor's Option with respect to this Note (or any portion hereof) not
accepted during such calendar year because more than $250,000 (or the
approximate equivalent thereof) aggregate principal amount of Notes (or portions
thereof) was tendered with respect to the individual deceased beneficial owner
hereof will be accepted in the order all such Notes were tendered, to the extent
that any such exercise would not trigger the Annual Put Limitation, if any, for
such calendar year. This Note (or portion hereof), if accepted for repayment
pursuant to exercise of the Survivor's Option, will be repaid on the first
Interest Payment Date that occurs twenty or more calendar days after the date of
such acceptance. If this Note (or any portion hereof) is tendered for repayment
and is not accepted in any calendar year due to the application of the Annual
Put Limitation, then this Note (or any such portion) will be deemed to be
tendered in the following calendar year based on the order in which all such
Notes (or any portion thereof) were originally tendered, unless this Note (or
any such portion hereof) is withdrawn by the Holder. In the event that this Note
(or any portion hereof) tendered for repayment pursuant to valid exercise of the
Survivor's Option is not accepted, the Paying Agent will deliver a notice to the
affected Representative by first-class mail to the broker or other entity that
represents the deceased beneficial owner of this Note that states the reasons
this Note (or such portion) has not been accepted for repayment.

            Subject to the foregoing, in order for the Survivor's Option to be
validly exercised, the Paying Agent must receive (i) a written request for
repayment signed by the Representative, and such signature must be guaranteed by
a member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of this Note
(or applicable portion hereof), (iii) appropriate evidence satisfactory to the
Company and the Paying Agent that (A) the Representative has authority to act on
behalf of the applicable deceased beneficial owner hereof, (B) the death of such
beneficial owner has occurred and (C)

                                       6
<PAGE>

the deceased was a beneficial owner hereof at the time of death, and (iv) if
applicable, a properly executed assignment or endorsement, and (v) if the Note
is held by a nominee of the deceased beneficial owner, a certificate
satisfactory to the Paying Agent from such nominee attesting to the beneficial
ownership of such Note. All questions as to the eligibility or validity of any
exercise of the Survivor's Option will be determined by the Company, in its sole
discretion, which determination will be final and binding.

            The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.

            Payments of interest in U.S. dollars (other than interest payable at
Stated Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date; provided that, if the Holder hereof is the Holder of
U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Registered Notes of like tenor and term, such U.S. dollar
interest payments will be made by wire transfer of immediately available funds,
but only if appropriate wire transfer instructions have been received in writing
by the Trustee not less than fifteen calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Stated Maturity will be paid in immediately available funds
upon surrender of this Note at the corporate trust office or agency of the
Trustee located in the City and State of New York.

            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.

                                       7
<PAGE>

            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.

                                       8
<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

                                       9
<PAGE>

                              (REVERSE OF SECURITY)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                        MEDIUM-TERM SENIOR NOTE, SERIES D
                           (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 registered form without coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Registered Notes denominated in a currency other than U.S. dollars will be
the approximate equivalents thereof in the Specified Currency.

            Each Registered Note will be issued initially as a Book-Entry Note,
and will not be exchangeable for Certificated Notes, except as otherwise
provided in the Indenture or specified in the applicable pricing supplement.

Floating Rate Notes

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

                                        1
<PAGE>

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.

            "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

                                       2
<PAGE>

Funds Rate Note that resets monthly, the first calendar day of each month; (vi)
if this Note resets quarterly, the third Wednesday of March, June, September and
December of each year; (vii) if this Note resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith; and (viii) if this
Note resets annually, the third Wednesday of the month of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. If an Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that, if the Base Rate specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall instead be the immediately preceding Business Day. If an
auction of direct obligations of United States Treasury Bills falls on a day
that is an Interest Reset Date for Treasury Rate Notes, the Interest Reset Date
shall be the succeeding Business Day.

            Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the interest payable hereon on
each Interest Payment Date shall 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

                                       3
<PAGE>

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 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

                                       4
<PAGE>

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 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

                                       5
<PAGE>

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)

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 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.

                                       6
<PAGE>

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 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

                                       7
<PAGE>

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 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

                                       8
<PAGE>

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 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

                                       9
<PAGE>

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 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

                                       10
<PAGE>

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 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.

                                       11
<PAGE>

            "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 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

                                       12
<PAGE>

Association, or any company established by the joint sponsors for purposes of
compiling and publishing those rates, for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, which appears on the
Designated EURIBOR Page as of 11:00 a.m., Brussels time, on such EURIBOR
Determination Date. "Designated EURIBOR Page" means the display designated as
page "248" on Telerate (or any successor service or such other page as may
replace page "248" on such service), and EURIBOR for such Interest Reset Period
will be the relevant offered rates as determined by the Calculation Agent.

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

            "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

                                       13
<PAGE>

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

            The Holder of this Note will have the option to elect repayment of
the Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset

                                       14
<PAGE>

Date, the Holder must follow the procedures set forth below for optional
repayment, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 days prior to such Optional Reset
Date, and except that if the Holder has tendered this Note for repayment
pursuant to a Reset Notice, the Holder may, by written notice to the Trustee,
revoke such tender for repayment until the close of business on the tenth day
before the Optional Reset Date.

Indexed Notes

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

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

Specified Currency

            If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the specified currency/U.S. dollar exchange rate
prevailing at 11:00 a.m., London time, on the second Exchange Rate Business Day
prior to the applicable payment date. In the event that such exchange rate bid
quotation is not so available, the Exchange Rate Agent after consultation with
the Company's control. All currency exchange costs will be borne by the Holders
of such Registered Notes by deductions from such payments. If no such bid
quotations are available, then such payments will be made in the Specified
Currency, unless the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in the next paragraph.

                                       15
<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
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, in
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

                                       16
<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 the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date, unless another period is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. Such election will be irrevocable and will be binding upon
each subsequent Holder of this Note. An election to renew the term of this Note
may be exercised with respect to less than the entire principal amount of this
Note only if so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith and then only in such principal amount, or
any integral multiple in excess thereof, as is specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Notwithstanding
the foregoing, the term of this Note may not be extended beyond the Stated
Maturity specified for this Note on the face hereof or in the pricing supplement
attached hereto or delivered herewith.

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

                                       17
<PAGE>

replacement Renewable Note, in a principal amount equal to the principal amount
of such exchanged Note for which the election to renew was made, with terms
otherwise identical to the exchanged Note.

Extension of Stated Maturity

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

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

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

                                       18
<PAGE>

Optional Redemption, Repayment and Repurchase

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. Unless otherwise stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Trustee shall mail to the Holder a
notice of such redemption first class, postage prepaid, at least 30 days prior
to the date of redemption. Unless otherwise stated herein, the Company may
exercise such option with respect to a redemption of this Note in part only by
notifying the Trustee for this Note at least 45 days prior to any Optional
Redemption Date. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof.

            If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Stated Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
accrued interest to the date of repayment. In order for this Note to be repaid,
the Trustee must receive at least 30 but not more than 45 days prior to an
Optional Repayment Date (i) this Note with the form below entitled "Option to
Elect Repayment" duly completed; or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised by
the Holder of this Note for less than the entire principal amount of the Note;
provided that the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.

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

            Notwithstanding anything herein to the contrary, if this Note is 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

                                       19
<PAGE>

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

            The Company may at any time purchase Registered Notes at any price
in the open market or otherwise. Registered Notes so purchased by the Company
may, at the discretion of the Company, be held or resold or surrendered to the
Trustee for such Notes for cancellation.

Other Terms

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

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Registered Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

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

                                       20
<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 shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee or the agent of the Company or Trustee a
new Registered Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Registered Note shall be borne by the
Holder of this Note.

            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.

            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.

                                       21
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -as tenants in common          UNIF GIFT MIN ACT_____Custodian______
TEN ENT -as tenants by the entireties                   (Cust)       (Minor)
JT ENT -as joint tenants with                  Under Uniform Gifts to Minors Act

     right of survivorship and                 _________________________________
     not as tenants in common                              (State)

     Additional abbreviations may also be used though not in the above list

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date or repayment, to the undersigned at:

________________________________________________________________________________

________________________________________________________________________________
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

      For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 153 W. 51st Street, New York, New York 10019.

Dated:                                   _______________________________________
                                         Note: The signature to this Option to
                                         Elect Repayment must correspond with
                                         the name as written upon the face of
                                         the within Note in every particular
                                         without alteration or enlargement or
                                         any change whatsoever.

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

 Please insert Social Security or Other
  Identifying Number of Assignee

________________________________________________________________________________

________________________________________________________________________________
      Please Print or Type Name and Address Including Zip Code of Assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________________________________attorney
to transfer such Note on the books of Citigroup Global Markets Holdings Inc.
with full power of substitution in the premises.

Dated:  _________________________        _______________________________________

                                         Signature

                                         _______________________________________
                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as it appears upon the face of the
                                         Note in every particular, without
                                         alteration or enlargement or any change
                                         whatsoever.

<PAGE>

REGISTERED                                              PRINCIPAL AMOUNT
No. FX ___                                              OR FACE AMOUNT
                                                        $_______________
                                                        CUSIP: _________

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

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

Issue Price:                                            Original Issue Date:

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:

                                       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 CEDE & Co. or registered
assigns (a) the Principal Amount or, in the case of an Indexed Principal Note,
the Face Amount adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein and (b) accrued interest on the Principal Amount then outstanding (or in
the case of an Indexed Principal Note, the Face Amount, then outstanding) 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,
semiannually 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 and at Stated Maturity, 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.

      The interest so payable, and punctually paid or duly provided for, on each
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which, unless otherwise specified on the face of
this Note or in the pricing supplement attached hereto or delivered herewith
(and other than interest payable at Stated Maturity), shall be the date (whether
or not a Business Day) fifteen calendar days immediately preceding such Interest
Payment Date and, in the case of interest payable at Stated Maturity, shall be
the Stated Maturity of this Note. Notwithstanding the foregoing, if this Note is
issued between a Regular Record Date and the related Interest Payment Date, the
interest so payable for the period from the Original Issue Date to such Interest
Payment Date shall be paid on the next succeeding Interest Payment Date to the
Registered Holder hereof on the related Regular Record Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Registered Holder hereof on such Regular Record Date, and may be paid to
the person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Registered Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

      For purposes of this Note, "Business Day" means: (i) with respect to any
Registered Note, any day that is not a Saturday or Sunday and that, in The City
of New York, is not a day on which banking institutions generally are authorized
or obligated by law or executive order to close; (ii) with respect to Registered
Notes having a specified currency other than U.S. dollars only, other than
Registered Notes denominated in Euros, any day that, in the principal

                                       3
<PAGE>

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.

      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).

      The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.

      Payments of interest in U.S. dollars (other than interest payable at
Stated Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date; provided that, if the

                                       4
<PAGE>

Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a
currency other than U.S. dollars determined as provided on the reverse hereof)
or more in aggregate principal amount of Registered Notes of like tenor and
term, such U.S. dollar interest payments will be made by wire transfer of
immediately available funds, but only if appropriate wire transfer instructions
have been received in writing by the Trustee not less than fifteen calendar days
prior to the applicable Interest Payment Date. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide appropriate
wire transfer instructions to the Trustee and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States. The principal hereof and
any premium and interest hereon payable at Stated Maturity will be paid in
immediately available funds upon surrender of this Note at the corporate trust
office or agency of the Trustee located in the City and State of New York.

      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
                                  (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 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 registered form without coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Registered Notes denominated in a currency other than U.S. dollars will be
the approximate equivalents thereof in the Specified Currency.

      Each Registered Note will be issued initially as a Book-Entry Note, and
will not be exchangeable for Certificated Notes, except as otherwise provided in
the Indenture or specified in the applicable pricing supplement.

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

                                       1
<PAGE>

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 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 not more than 60 days prior to each Optional Reset
Date. Not later than 40 days prior to each Optional Reset Date, the Trustee will
mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
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 mail notice of such higher Interest Rate, first class,
postage prepaid, to the Holder of this Note. Such notice shall be irrevocable.
All Registered 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 Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by
written notice to the Trustee, revoke

                                       2
<PAGE>

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 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.

Specified Currency

      If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Registered Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Registered Notes by
deductions from such payments. If no such bid quotations are available, then
such payments will be made in the Specified Currency, unless the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.

                                        3
<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 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 the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, in
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

                                       4
<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 the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date, unless another period is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Such
election will be irrevocable and will be binding upon each subsequent Holder of
this Note. An election to renew the term of this Note may be exercised with
respect to less than the entire principal amount of this Note only if so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith and then only in such principal amount, or any integral
multiple in excess thereof, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in the pricing supplement attached hereto or
delivered herewith.

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

                                       5
<PAGE>

replacement Renewable Note, in a principal amount equal to the principal amount
of such exchanged Note for which the election to renew was made, with terms
otherwise identical to the exchanged Note.

Extension of Stated Maturity

      If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the Stated Maturity of this Note may be extended
at the option of the Company for one or more periods of whole years specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith (each an "Extension Period") from one to five years up to but not
beyond the date (the "Final Maturity") set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee for this Note at least 45 but not
more than 60 days prior to the original Stated Maturity of this Note. If the
Company exercises such option, the Trustee will mail to the Holder of this Note
not later than 40 days prior to the original Stated Maturity a notice (the
"Extension Notice"), first class, postage prepaid, indicating (i) the election
of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the 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
Trustee's mailing of the Extension Notice, the Stated Maturity of this Note
shall be extended automatically and, except as modified by the Extension Notice
and as described in the next paragraph, this Note will have the same terms as
prior to the mailing of such Notice.

      Notwithstanding the foregoing, not later than 20 days prior to the
original Stated Maturity of this Note, the Company may, at its option, revoke
the Interest Rate provided for in the Extension Notice and establish a higher
Interest Rate for the Extension Period by causing the Trustee to mail notice of
such higher Interest Rate, first class, postage prepaid, to the Holder of this
Note. Such notice shall be irrevocable. All Registered Notes with respect to
which the Stated Maturity is extended will bear such higher 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 Trustee shall be at least 25 but
not more than 35 days before the original Stated Maturity, and except that if
the Holder has tendered this Note for repayment pursuant to an Extension Notice,
the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth calendar day before the
original Stated Maturity.

Optional Redemption, Repayment and Repurchase

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

                                       6
<PAGE>

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 approval of the Federal
Reserve before exercising its redemption rights. Unless otherwise stated on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
the Trustee shall mail to the Holder a notice of such redemption first class,
postage prepaid, at least 30 days prior to the date of redemption. Unless
otherwise stated herein, the Company may exercise such option with respect to a
redemption of this Note in part only by notifying the Trustee for this Note at
least 45 days prior to any Optional Redemption Date. In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion hereof
will be issued to the Holder hereof upon the cancellation hereof.

      If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note will be repayable prior to Stated
Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof or in the pricing supplement attached hereto or delivered
herewith at the Optional Repayment Prices shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, together with accrued
interest to the date of repayment. In order for this Note to be repaid, the
Trustee must receive at least 30 but not more than 45 days prior to an Optional
Repayment Date (i) this Note with the form below entitled "Option to Elect
Repayment" duly completed; or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States of America setting forth the name of the Holder of this Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the procedure described in
clause (ii) of the preceding sentence is followed, this Note with form duly
completed must be received by the Trustee by such fifth Business Day. Any tender
of this Note for repayment (except pursuant to a Reset Notice or an Extension
Notice) shall be irrevocable. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note;
provided that the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.

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

      Notwithstanding anything herein to the contrary, if this Note is 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

                                        7
<PAGE>

of such Note that has accrued by such date at (x) the Bond Yield to Maturity set
forth on the face hereof or in the pricing supplement attached hereto or
delivered herewith or (y) if so specified, the Bond Yield to Call set forth on
the face hereof or in the pricing supplement attached hereto or delivered
herewith (computed in each case in accordance with generally accepted United
States bond yield computation principles); provided, however, that in no event
shall the Amortized Face Amount of a Note exceed its stated principal amount.
The Bond Yield to Call listed on the face of this Note or in the pricing
supplement attached hereto or delivered herewith shall be computed on the basis
of the first occurring Optional Redemption Date with respect to such Note and
the amount payable on such Optional Redemption Date. In the event that such Note
is not redeemed on such first occurring Optional Redemption Date, the Bond Yield
to Call with respect to such Note shall be recomputed on such Optional
Redemption Date on the basis of the next occurring Optional Redemption Date and
the amount payable on such Optional Redemption Date, and shall continue to be so
recomputed on each succeeding Optional Redemption Date until the Note is so
redeemed.

      The Company may at any time purchase Registered Notes at any price in the
open market or otherwise. Registered Notes so purchased by the Company may, at
the discretion of the Company, be held or resold or surrendered to the Trustee
for such Notes for cancellation.

Other Terms

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Registered Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

      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.

                                       8
<PAGE>

      In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee or the agent of the Company or Trustee, a
new Registered Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Registered Note shall be borne by the
Holder of this Note.

      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.

      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.

                                       9
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -as tenants in common             UNIF GIFT MIN ACT _____Custodian______
TEN ENT -as tenants by the entireties                       (Cust)       (Minor)
JT ENT  -as joint tenants with right of                     Under Uniform Gifts
         survivorship and not as tenants in                  to Minors Act
         common                                             ____________________
                                                                 (State)

     Additional abbreviations may also be used though not in the above list

                       _________________________________

                            OPTION TO ELECT REPAYMENT

      The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date or repayment, to the undersigned at:

________________________________________________________________________________

________________________________________________________________________________
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

      For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee, 4 Albany Street, Attention: Corporate Trust Department, New York,
New York 10015.

Dated:                __________________________________________________________
                      Note: The signature to this Option to Elect Repayment must
                      correspond with the name as written upon the face of the
                      within Note in every particular without alteration or
                      enlargement or any change whatsoever.

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                                transfer(s) unto

     Please insert Social Security or Other
       Identifying Number of Assignee

________________________________________________________________________________

________________________________________________________________________________
      Please Print or Type Name and Address Including Zip Code of Assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________________________________attorney
to transfer such Note on the books of Citigroup Global Markets Holdings Inc.
with full power of substitution in the premises.

Dated: ____________________________           __________________________________

                                              Signature

                                              __________________________________

                                              face of the Note in every
                                              particular, without alteration
                                              or enlargement or any change
                                              whatsoever.

<PAGE>

REGISTERED                                              PRINCIPAL AMOUNT
NO. FL___                                               OR FACE AMOUNT
                                                        $_________________
                                                        CUSIP: ____________

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

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

Issue Price:                                       Original Issue Date:

Initial Interest Rate:                                Stated Maturity:

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

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

     Dual Currency Note:            [ ] 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      [ ] 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:

                                       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 CEDE & Co. or registered
assigns (a) the Principal Amount or, in the case of an Indexed Principal Note,
the Face Amount adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein, and (b) accrued interest on the Principal Amount then outstanding (or,
in the case of an Indexed Principal Note, the Face Amount then outstanding): (i)
if this is a Floating Rate Note, at the Initial Interest Rate shown above from
the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Base Rate shown
above, adjusted by the Spread or Spread Multiplier, if any, shown above,
determined in accordance with the provisions hereof, (ii) if this is an Indexed
Rate Note, at a rate determined by reference to an Index as described herein,
(iii) if this is an Inverse Floating Rate Note, at the Initial Interest Rate
shown above from the Original Issue Date shown above until the first Interest
Reset Date shown above following the Original Issue Date and thereafter at the
Inverse Floating Rate, as determined in accordance with the provisions hereof,
or (iv) if this is a Floating Rate / Fixed Rate Note, at a rate determined as
described herein, until, in each case, the Principal Amount or the Face Amount
then outstanding is paid or duly provided for in accordance with the terms
hereof.

      The interest so payable, and punctually paid or duly provided for, on each
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which, unless otherwise specified on the face of
this Note or in the pricing supplement attached hereto or delivered herewith
(and other than interest payable at Stated Maturity), shall be the date (whether
or not a Business Day) fifteen calendar days immediately preceding such Interest
Payment Date and, in the case of interest payable at Stated Maturity, shall be
the Stated Maturity of this Note. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
less than ten days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Registered Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

      For purposes of this Note, "Business Day" means: (i) with respect to any
Registered Note, any day that is not a Saturday or Sunday and that, in The City
of New York, is not a day on which banking institutions generally are authorized
or obligated by law or executive order to close; (ii) if the Base Rate specified
above is LIBOR, any such day on which dealings in deposits in the Specified
Currency are transacted in the London interbank market (a "London Business
Day"); (iii) with respect to any determination by the exchange rate agent (as
defined below) of an exchange rate pursuant to notes having a specified currency
other than U.S. dollars, a day on which banking institutions and foreign
exchange market settle payments in New York

                                       4
<PAGE>

City and London (an "Exchange Rate Business Day"); (iv) with respect to
Registered Notes having a specified currency other than U.S. dollars only, other
than Registered Notes denominated in Euros, any day that, in the principal
financial center (as defined below) of the country of the Specified Currency, is
not a day on which banking institutions generally are authorized or obligated by
law to close; and (v) with respect to EURIBOR Notes and Notes denominated in
Euros, a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer ("TARGET") System is open (a "Target Business Day").

      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.

      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).

      The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.

      Payments of interest in U.S. dollars (other than interest payable at
Stated Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date; provided that, if the Holder hereof is the Holder of
U.S. $10,000,000 (or the equivalent thereof in a currency other

                                       5
<PAGE>

than U.S. dollars determined as provided on the reverse hereof) or more in
aggregate principal amount of Registered Notes of like tenor and term, such U.S.
dollar interest payments will be made by wire transfer of immediately available
funds, but only if appropriate wire transfer instructions have been received in
writing by the Trustee not less than fifteen calendar days prior to the
applicable Interest Payment Date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder shall provide appropriate wire transfer
instructions to the Trustee and all such payments will be made by wire transfer
of immediately available funds to an account maintained by the payee with a bank
located outside the United States. The principal hereof and any premium and
interest hereon payable at Stated Maturity will be paid in immediately available
funds upon surrender of this Note at the corporate trust office or agency of the
Trustee located in the City and State of New York.

      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.

                                       6
<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

                                        7
<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 registered form without coupons. Unless otherwise
specified in the applicable pricing supplement, the authorized denominations of
Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any larger
amount that is an integral multiple of U.S.$1,000. The authorized denominations
of Registered Notes denominated in a currency other than U.S. dollars will be
the approximate equivalents thereof in the Specified Currency.

      Each Registered Note will be issued initially as a Book-Entry Note, and
will not be exchangeable for Certificated Notes, except as otherwise provided in
the Indenture or specified in the applicable pricing supplement.

Floating Rate Notes

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

<PAGE>

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.

      "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

                                       2
<PAGE>

Funds Rate Note that resets monthly, the first calendar day of each month; (vi)
if this Note resets quarterly, the third Wednesday of March, June, September and
December of each year; (vii) if this Note resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith; and (viii) if this
Note resets annually, the third Wednesday of the month of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. If an Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that, if the Base Rate specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall instead be the immediately preceding Business Day. If an
auction of direct obligations of United States Treasury Bills falls on a day
that is an Interest Reset Date for Treasury Rate Notes, the Interest Reset Date
shall be the succeeding Business Day.

      Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the interest payable hereon on each
Interest Payment Date shall 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

                                       3
<PAGE>

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 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

                                       4
<PAGE>

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 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

                                       5
<PAGE>

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)

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.

                                       6
<PAGE>

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 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

                                       7
<PAGE>
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" 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

                                       8
<PAGE>

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 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

                                       9
<PAGE>

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 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

                                      10
<PAGE>

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 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.

                                      11
<PAGE>

      "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 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

                                      12
<PAGE>

Association, or any company established by the joint sponsors for purposes of
compiling and publishing those rates, for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, which appears on the
Designated EURIBOR Page as of 11:00 a.m., Brussels time, on such EURIBOR
Determination Date. "Designated EURIBOR Page" means the display designated as
page "248" on Telerate (or any successor service or such other page as may
replace page "248" on such service), and EURIBOR for such Interest Reset Period
will be the relevant offered rates as determined by the Calculation Agent.

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

      "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

                                      13
<PAGE>
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 will mail to the Holder of this
Note a notice (the "Reset Notice"), first class, postage prepaid, indicating
whether the Company has elected to reset the Spread, Spread Multiplier or method
of calculation of the Interest Rate, and if so, (i) such new Spread, Spread
Multiplier or method of calculation of the Interest Rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date, or, if there is no such next Optional
Reset Date, to the Stated Maturity of this Note (each such period, a "Subsequent
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period. Upon the transmittal by the Trustee of a Reset
Notice to the Holder of a Note, such new Spread, Spread Multiplier or method of
calculation of the Interest Rate shall take effect automatically. Except as
modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Spread or Spread Multiplier provided for in the
Reset Notice and establish a higher Spread or Spread Multiplier for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
Spread or Spread Multiplier, first class, postage prepaid, to the Holder of this
Note. Such notice shall be irrevocable. All Registered Notes with respect to
which the Spread or Spread Multiplier is reset on an Optional Reset Date will
bear such higher Spread or Spread Multiplier.

      The Holder of this Note will have the option to elect repayment of the
Note by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset

                                      14
<PAGE>

Date, the Holder must follow the procedures set forth below for optional
repayment, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 days prior to such Optional Reset
Date, and except that if the Holder has tendered this Note for repayment
pursuant to a Reset Notice, the Holder may, by written notice to the Trustee,
revoke such tender for repayment until the close of business on the tenth day
before the Optional Reset Date.

Indexed Notes

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

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

Specified Currency

      If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the specified currency/U.S. dollar exchange rate
prevailing at 11:00 a.m., London time, on the second Exchange Rate Business Day
prior to the applicable payment date. In the event that such exchange rate bid
quotation is not so available, the Exchange Rate Agent after consultation with
the Company's control. All currency exchange costs will be borne by the Holders
of such Registered Notes by deductions from such payments. If no such bid
quotations are available, then such payments will be made in the Specified
Currency, unless the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in the next paragraph.

                                      15
<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
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, in
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.

                                      16
<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 the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date, unless another period is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Such
election will be irrevocable and will be binding upon each subsequent Holder of
this Note. An election to renew the term of this Note may be exercised with
respect to less than the entire principal amount of this Note only if so
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith and then only in such principal amount, or any integral
multiple in excess thereof, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in the pricing supplement attached hereto or
delivered herewith.

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

                                      17
<PAGE>

replacement Renewable Note, in a principal amount equal to the principal amount
of such exchanged Note for which the election to renew was made, with terms
otherwise identical to the exchanged Note.

Extension of Stated Maturity

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

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

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

                                      18
<PAGE>

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
approval of the Federal Reserve before exercising its redemption rights. Unless
otherwise stated on the face hereof or in the pricing supplement attached hereto
or delivered herewith, the Trustee shall mail to the Holder a notice of such
redemption first class, postage prepaid, at least 30 days prior to the date of
redemption. Unless otherwise stated herein, the Company may exercise such option
with respect to a redemption of this Note in part only by notifying the Trustee
for this Note at least 45 days prior to any Optional Redemption Date. In the
event of redemption of this Note in part only, a new Note or Notes for the
unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof.

      If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note will be repayable prior to Stated
Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof or in the pricing supplement attached hereto or delivered
herewith at the Optional Repayment Prices shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, together with accrued
interest to the date of repayment. In order for this Note to be repaid, the
Trustee must receive at least 30 but not more than 45 days prior to an Optional
Repayment Date (i) this Note with the form below entitled "Option to Elect
Repayment" duly completed; or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States of America setting forth the name of the Holder of this Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the procedure described in
clause (ii) of the preceding sentence is followed, this Note with form duly
completed must be received by the Trustee by such fifth Business Day. Any tender
of this Note for repayment (except pursuant to a Reset Notice or an Extension
Notice) shall be irrevocable. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note;
provided that the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.

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

      Notwithstanding anything herein to the contrary, if this Note is 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

                                      19
<PAGE>

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

      The Company may at any time purchase Registered Notes at any price in the
open market or otherwise. Registered Notes so purchased by the Company may, at
the discretion of the Company, be held or resold or surrendered to the Trustee
for such Notes for cancellation.

Other Terms

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Registered Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

                                      20
<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 shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee or the agent of the Company or Trustee a
new Registered Note of like tenor and principal amount will be issued by the
Company in exchange for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Registered Note shall be borne by the
Holder of this Note.

      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.

      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.

                                      21
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -as tenants in common            UNIF GIFT MIN ACT ______Custodian______
TEN ENT -as tenants by the entireties                      (Cust)        (Minor)
JT ENT  -as joint tenants with right of                    Under Uniform Gifts
         survivorship and not as tenants in                to Minors Act
         common                                            _____________________
                                                                  (State)

     Additional abbreviations may also be used though not in the above list

                     _______________________________________

                            OPTION TO ELECT REPAYMENT

      The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date or repayment, to the undersigned at:

________________________________________________________________________________

________________________________________________________________________________
           (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

      For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at, if delivery is by hand, 4 Albany Street, Attention: Corporate
Trust Department, New York, New York 10015.

Dated:                              ______________________________________
                                    Note: The signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Note in
                                    every particular without alteration or
                                    enlargement or any change whatsoever.

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                                transfer(s) unto

     Please insert Social Security or Other
       Identifying Number of Assignee

________________________________________________________________________________

________________________________________________________________________________
      Please Print or Type Name and Address Including Zip Code of Assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________________________________attorney
to transfer such Note on the books of Citigroup Global Markets  Holdings Inc.
with full power of substitution in the premises.

Dated:  ________________________    ____________________________________________

                                    Signature

                                    ____________________________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the Note in every
                                    particular, without alteration or
                                    enlargement or any change whatsoever.