EXHIBIT 4.02
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 Euroclear System or Clearstream Banking, societe anonyme
(each a "Depository"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Citivic Nominees Limited or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to Citivic Nominees
Limited or to such other entity as is requested by an authorized representative
of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Citivic Nominees Limited, has an interest herein.
CITIGROUP INC.
REGISTERED REGISTERED
CUSIP: 172967 CE 9
ISIN: XS0180032103
Common Code: 018003210
No. R-0001-INT up to E 1,000,000,000
CITIGROUP INC., a Delaware corporation (the "Company", which
term includes any successor Person under the Indenture), for value received,
hereby promises to pay to Citivic Nominees Limited, or registered assigns, the
principal sum of up to E 1,000,000,000 (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.
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 E 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
the three Global Securities for this series registered in the name of Cede & Co.
and bearing registration numbers R-0001-DTC-A, R-0001-DTC-B and R-0001-DTC-C
(collectively, the "DTC Global Notes") and (b) by this Global Note (the
"International Global Note"). The DTC Global Notes and the International Global
Note will at all times collectively represent the aggregate principal amount of
this series outstanding from time to time. If at any time a portion of the
International Global Note is exchanged for an interest in a DTC Global Note, the
principal amount of a DTC Global Note shall be increased by the amount of such
portion, and that DTC Global Note shall be endorsed on the Schedule of Exchanges
of Interests thereto to reflect such principal increase, subject to the
limitation that in no event may the principal amount of a DTC Global Note be
greater than the equivalent in U.S. dollars of $500,000,000. If at any time a
portion of a DTC Global Note is exchanged for an interest in the International
Global Note, the principal amount of that DTC Global Note shall be decreased by
the amount of such portion, and that DTC Global Note shall be endorsed on the
Schedule of Exchanges of Interests thereto to reflect such principal decrease.
To ascertain the U.S. dollar equivalent of the principal amount endorsed on the
Schedule of Exchanges of Interests attached to a DTC Global Note, inquiry shall
be made of the exchange agent under the Fiscal Agency Agreement, and the U.S.
dollar equivalent quoted by such exchange agent (and the date of such quote)
shall be noted on such Schedule of Exchanges of Interests next to the
corresponding Euro amount.
If an event of default (as defined in the Indenture) with
respect to 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 E 1,000 and integral multiples thereof only if (i) both the
Euroclear System and Clearstream Banking, societe anonyme, notify the Company
that they are unwilling or unable to continue as a clearing system for the
International Global Note or (ii) the Company in its sole discretion decides to
allow the 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 decrease this Note following Officer of
in Principal Amount in Principal Amount such decrease (or Trustee or
Date of 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.