Exhibit 4.01
This Note is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depository named below or a nominee of the Depository. This Note is not
exchangeable for Notes registered in the name of a Person other than the
Depository or its nominee except in the limited circumstances described herein
and in the Indenture, and no transfer of this Note (other than a transfer of
this Note as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in the limited circumstances described
herein.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (the
"Depository"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of the Depository (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of the Depository), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
CITIGROUP INC.
REGISTERED REGISTERED
CUSIP: 172967 ___
ISIN: US172967 ____
Common Code:
No. R-0001-DTC 0
CITIGROUP INC., a Delaware corporation (the "Company", which
term includes any successor Person under the Indenture), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of (euro)0 (or such other principal sum as has been most lately endorsed on the
Schedule of Exchanges of Interests hereto) on November 12, 2013 and to pay
interest thereon from and including November 12, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
annually on November 12 of each year, commencing November 12, 2004, at the rate
of 4.75% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on the
Record Date for such interest, which shall be the November 1 (whether or not a
Business Day) next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the holder on such Record Date and may
either be paid to the Person in whose name this Note is registered at the close
of business on a subsequent Record Date, such subsequent Record Date to be not
less than five days prior to the date of payment of such defaulted interest,
notice whereof shall be given to holders of Notes of this series not less than
15 days prior to such subsequent Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.
Interest hereon will be calculated on the basis of the actual number of
days elapsed and a year of 365 days or (in the case of a leap year) 366 days.
All Euro amounts resulting from this calculation will be rounded to the nearest
cent.
If either a date for payment of principal or interest on the Notes or
the Maturity of the Notes falls on a day that is not a Business Day, the related
payment of principal or interest will be made on the next succeeding Business
Day as if made on the date the payment was due. No interest will accrue on any
amounts payable for the period from and after the date for payment of principal
or interest on the Notes or the Maturity of the Notes. For these purposes,
"Business Day" means any day which is a TARGET business day and which is a day
on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealings in foreign exchange and foreign
currency deposits) in (a) the relevant place of payment and (b) each of The City
of New York and London.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in
London or The City of New York in Euros, provided that holders of interests in
this Note through The Depository Trust Company will receive payment in United
States dollars unless they make an election to receive payment in Euros in
accordance with the procedures of The Depository Trust Company and the Fiscal
Agency Agreement dated as of November 12, 2003 (the "Fiscal Agency Agreement"),
in which case the exchange agent under the Fiscal Agency Agreement will convert
the Euros paid by the Company into U.S. dollars in accordance with the Fiscal
Agency Agreement.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee or by the authenticating agent on behalf of the Trustee
by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: November 12, 2003
CITIGROUP INC.
By:_________________________________
Title:
ATTEST:
By:___________________
Assistant Secretary
This is one of the Notes of the series issued under the
within-mentioned Indenture.
Dated: November 12, 2003
THE BANK OF NEW YORK,
as Trustee
By:_________________________________
Name:
Title:
-or-
CITIBANK, N.A., LONDON OFFICE,
as Authenticating Agent
By:_________________________________
Name:
Title:
This Note is one of a duly authorized issue of Securities of
the Company (the "Notes"), issued and to be issued in one or more series under
the Indenture, dated as of March 15, 1987 (as amended and supplemented to date,
the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof,
initially issued in the aggregate principal amount of (euro)1,000,000,000.
So long as the Notes of this series are in the form of Global
Securities only, all Notes of this series will collectively be evidenced (a) by
this Global Note and the Global Notes for this series bearing registration
number R-0001-DTC-B and R-0001-DTC-C (collectively, the "DTC Global Notes") and
(b) by the Global Security of this series registered in the name of Citivic
Nominees Limited and bearing registration number R-0001-INT (the "International
Global Note"). The DTC Global Notes and the International Global Note will at
all times collectively represent the aggregate principal amount of this series
outstanding from time to time. If at any time a portion of the International
Global Note is exchanged for an interest in a DTC Global Note, the principal
amount of that DTC Global Note shall be increased by the amount of such portion,
and that DTC Global Note shall be endorsed on the Schedule of Exchanges of
Interests thereto to reflect such principal increase, subject to the limitation
that in no event may the principal amount of a DTC Global Note be greater than
the equivalent in U.S. dollars of $500,000,000. If at any time a portion of a
DTC Global Note is exchanged for an interest in the International Global Note,
the principal amount of that DTC Global Note shall be decreased by the amount of
such portion, and that DTC Global Note shall be endorsed on the Schedule of
Exchanges of Interests thereto to reflect such principal decrease. To ascertain
the U.S. dollar equivalent of the principal amount endorsed on the Schedule of
Exchanges of Interests attached to a DTC Global Note, inquiry shall be made of
the exchange agent under the Fiscal Agency Agreement, and the U.S. dollar
equivalent quoted by such exchange agent (and the date of such quote) shall be
noted on such Schedule of Exchanges of Interests next to the corresponding Euro
amount.
If an event of default (as defined in the Indenture) with
respect to Notes of this series shall occur and be continuing, the principal of
the Notes of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the Company with
certain conditions set forth in Sections 11.03 and 11.04 thereof, which
provisions apply to this Note.
The Indenture contains provisions permitting the Company and
the Trustee, without the consent of the holders of Securities, to establish,
among other things, the form and terms of any series of Securities issuable
thereunder by one or more supplemental indentures,
and, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of Securities at the time Outstanding which are affected
thereby, to modify the Indenture or any supplemental indenture or the rights of
the holders of Securities of such series to be affected, provided that no such
modification will (x) extend the fixed maturity of any Securities, reduce the
rate or extend the time of payment of interest thereon, reduce the principal
amount thereof or the premium, if any, thereon, reduce the amount of the
principal of Original Issue Discount Securities payable on any date, change the
currency in which Securities are payable, or impair the right to institute suit
for the enforcement of any such payment on or after the maturity thereof,
without the consent of the holder of each Security so affected, or (y) reduce
the aforesaid percentage of Securities of any series the consent of the holders
of which is required for any such modification without the consent of the
holders of all Securities of such series then Outstanding, or (z) modify,
without the written consent of the Trustee, the rights, duties or immunities of
the Trustee.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
This Note is a Global Security registered in the name of a
nominee of the Depository. This Note is exchangeable for Notes registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances hereinafter described. Unless and until it is exchanged in whole
or in part for definitive Notes in certificated form, this Note may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository.
The Notes represented by this Global Security are exchangeable
for definitive Notes in certificated form of like tenor as such Notes in
denominations of (euro)1,000 and integral multiples thereof only if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for the DTC Global Notes or (ii) the Depository ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, or (iii) the Company in its sole discretion decides to allow the Notes
to be exchanged for definitive Notes in registered form. Any Notes that are
exchangeable pursuant to the preceding sentence are exchangeable for
certificated Notes issuable in authorized denominations and registered in such
names as the Depository shall direct. As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of definitive Notes in
certificated form is registrable in the register maintained by the Company for
such purpose, upon surrender of the definitive Note for registration of transfer
at the office or agency of the Company in any place where the principal of and
interest on the definitive Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
registrar duly executed by, the holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. Subject to the
foregoing, this Note is not exchangeable, except for a Global Security or Global
Securities of this issue of the same principal amount to be registered in the
name of the Depository or its nominee.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
The Company will pay additional amounts ("Additional Amounts")
to the beneficial owner of any Note that is a non-United States person in order
to ensure that every net payment on such Note will not be less, due to payment
of U.S. withholding tax, than the amount then due and payable. For this purpose,
a "net payment" on a Note means a payment by the Company or a paying agent,
including payment of principal and interest, after deduction for any present or
future tax, assessment or other governmental charge of the United States. These
Additional Amounts will constitute additional interest on the Note.
The Company will not be required to pay Additional Amounts,
however, in any of the circumstances described in items (1) through (13) below.
(1) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by
reason of the beneficial owner:
(a) having a relationship with the United States as a
citizen, resident or otherwise;
(b) having had such a relationship in the past or
(c) being considered as having had such a relationship.
(2) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by
reason of the beneficial owner:
(a) being treated as present in or engaged in a trade or
business in the United States;
(b) being treated as having been present in or engaged in
a trade or business in the United States in the past
or
(c) having or having had a permanent establishment in the
United States.
(3) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by
reason of the beneficial owner being or having been any of the
following (as these terms are defined in the Internal Revenue
Code of 1986, as amended):
(a) personal holding company;
(b) foreign personal holding company;
(c) foreign private foundation or other foreign
tax-exempt organization;
(d) passive foreign investment company;
(e) controlled foreign corporation or
(f) corporation which has accumulated earnings to avoid
United States federal income tax.
(4) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by
reason of the beneficial owner owning or having owned,
actually or constructively, 10 percent or more of the total
combined voting power of all classes of stock of the Company
entitled to vote or by reason of the beneficial owner being a
bank that has invested in a Note as an extension of credit in
the ordinary course of its trade or business.
For purposes of item (1) through (4) above, "beneficial owner" means a
fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.
(5) Additional Amounts will not be payable to any beneficial owner
of a Note that is a:
(a) fiduciary;
(b) partnership;
(c) limited liability company or
(d) other fiscally transparent entity or
that is not the sole beneficial owner of the Note, or any
portion of the Note. However, this exception to the obligation
to pay Additional Amounts will only apply to the extent that a
beneficiary or settlor in relation to the fiduciary, or a
beneficial owner or member of the partnership, limited
liability company or other fiscally transparent entity, would
not have been entitled to the payment of an Additional Amount
had the beneficiary, settlor, beneficial owner or member
received directly its beneficial or distributive share of the
payment.
(6) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by
reason of the failure of the beneficial owner or any other
person to comply with applicable certification,
identification, documentation or other information reporting
requirements. This exception to the obligation to pay
Additional Amounts will only apply if compliance with such
reporting requirements is required by statute or regulation of
the United States or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental
charge.
(7) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is collected or
imposed by any method other than by withholding from a payment
on a Note by the Company or a paying agent.
(8) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of a
change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after
the payment becomes due or is duly provided for, whichever
occurs later.
(9) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of
the presentation by the beneficial owner of a Note for payment
more than 30 days after the date on which such payment becomes
due or is duly provided for, whichever occurs later.
(10) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any:
(a) estate tax;
(b) inheritance tax;
(c) gift tax;
(d) sales tax;
(e) excise tax;
(f) transfer tax;
(g) wealth tax;
(h) personal property tax or
(i) any similar tax, assessment, withholding, deduction
or other governmental charge.
(11) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge required to be withheld by any paying
agent from a payment of principal or interest on a Note if
such payment can be made without such withholding by any other
paying agent.
(12) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other
governmental charge that is required to be made pursuant to
any European Union directive on the taxation of savings income
or any law implementing or complying with, or introduced to
conform to, any such directive.
(13) Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any combination of items (1) through
(12) above.
Except as specifically provided herein, the Company will not
be required to make any payment of any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority
of such government.
As used in this Note, "United States person" means:
(a) any individual who is a citizen or resident of the United
States;
(b) any corporation, partnership or other entity created or
organized in or under the laws of the United States;
(c) any estate if the income of such estate falls within the
federal income tax jurisdiction of the United States
regardless of the source of such income and
(d) any trust if a United States court is able to exercise primary
supervision over its administration and one or more United
States persons have the authority to control all of the
substantial decisions of the trust.
Additionally, "non-United States person" means a person who is
not a United States person, and "United States" means the states of the United
States of America and the District of Columbia, but excluding its territories
and possessions.
Except as provided below, the Notes may not be redeemed prior to
maturity.
(1) The Company may, at its option, redeem the Notes if:
(a) the Company becomes or will become obligated to pay
Additional Amounts as described above;
(b) the obligation to pay Additional Amounts arises as a
result of any change in the laws, regulations or
rulings of the United States, or an official position
regarding the application or interpretation of such
laws, regulations or rulings, which change is
announced or becomes effective on or after October
31, 2003 and
(c) the Company determines, in its business judgment,
that the obligation to pay such Additional Amounts
cannot be avoided by the use of reasonable measures
available to it, other than substituting the obligor
under the Notes or taking any action that would
entail a material cost to the Company.
(2) The Company may also redeem the Notes, at its option, if:
(a) any act is taken by a taxing authority of the United
States on or after October 31, 2003, whether or not
such act is taken in relation to the Company or any
affiliate, that results in a substantial probability
that the Company will or may be required to pay
Additional Amounts as described above;
(b) the Company determines, in its business judgment,
that the obligation to pay such Additional Amounts
cannot be avoided by the use of reasonable measures
available to it, other than substituting the obligor
under the Notes or taking any action that would
entail a material cost to the Company and
(c) the Company receives an opinion of independent
counsel to the effect that an act taken by a taxing
authority of the United States results in a
substantial probability that the Company will or may
be required to pay the Additional Amounts described
above, and delivers to the Trustee a certificate,
signed by a duly authorized officer, stating that
based on such opinion the Company is entitled to
redeem the Notes pursuant to their terms.
Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in
whole, and not in part, and will be made at a redemption price equal to 100% of
the principal amount of the Notes Outstanding plus accrued interest thereon to
the date of redemption. Holders shall be given not less than 30 days nor more
than 60 days prior notice by the Trustee of the date fixed for such redemption.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. The Notes are
governed by the laws of the State of New York.
SCHEDULE OF EXCHANGES OF INTERESTS
The following exchanges of a part of this Note for an interest
in another Global Security or for a certificated Note, or exchanges of a part of
another Global Security or certificated Note for an interest in this Note, have
been made:
Signature of
Principal Amount of Authorized
Amount of decrease Amount of increase this Note following Officer of
Date of in Principal Amount in Principal Amount such decrease (or Trustee or
Exchange of this Note of this Note increase) Fiscal Agent
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November 12, 2003 (original issuance) -------- --------
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* This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or
other agent of the Company in respect of this Note, and, if so used, shall
be deemed a part thereof for all purposes.