Exhibit 4.18
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary named
below or a nominee of the Depositary. This Note is not exchangeable for Notes
registered in the name of a Person other than the Depositary 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 Depositary) 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 "Depositary"), 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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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.
REGISTERED PRINCIPAL AMOUNT
NO. FX ___ OR FACE AMOUNT:
$__________________
CUSIP:_____________
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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
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
Special Election Interval (if applicable):
Amount (if less than entire principal amount) as to which election
may be exercised:
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (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 on
the Interest Payment Dates specified on the face of this Note or in the pricing
supplement attached hereto or delivered herewith and at 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, interest on this Note, if any, will be computed on the basis
of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for,
on any 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 (other than interest payable at
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 (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. If an Interest Payment Date with respect
to any Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, however, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a
Business Day for such Note need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and 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.
For purposes of this Note, (A) "Business Day" means: (i) with
respect to any 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
LIBOR Notes only, any such day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market; (iii) with respect to Notes having a
specified currency other than U.S. dollars only, other than 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 (iv) 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,
and (B) "London Business Day" means, with respect to any determination by the
Exchange Rate Agent of an exchange rate pursuant to Notes having a Specified
Currency other than U.S. dollars, any day on which banking institutions and
foreign exchange markets settle payments in New York City and London.
As used above, a "principal financial center" means the capital city
of the country issuing the specified currency. However, with respect to
Australian dollars, Canadian dollars and Swiss francs, the principal financial
center shall be 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 Citibank, N.A. ("Citibank") not later than fifteen calendar
days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to Citibank 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
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 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 Citibank 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 Citibank 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 Maturity
will be paid in immediately available funds upon surrender of this Note at the
offices of Citibank 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, or on behalf of, The Bank
of New York, or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
CITIGROUP INC.
By______________________________
Authorized Officer
Attest___________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By CITIBANK, N.A., as Authentication
Agent
________________________________
Authorized Signatory
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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 March 15, 1987, as amended (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 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, unless otherwise specified in the
pricing supplement, 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 above, the authorized denominations of 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 Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or,
if so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
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 rate per annum 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 Maturity," and except that if so
specified in the attached pricing
supplement, the rate of interest payable on certain Fixed Rate Notes may be
subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will be
payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; provided, however, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and 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").
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"). 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 to the Holder of this Note. Such notice shall be irrevocable. All
Notes with respect to which the
Interest Rate is reset on an Optional Reset Date will bear such higher Interest
Rate whether or not tendered for repayment.
The Holder of this Note will have the option to elect repayment 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 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 this 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 such Indexed Principal Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.
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 London Business Day prior
to
the applicable payment date, or if an exchange rate bid quotation is not so
available, the Exchange Rate Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Rate Agent after
consultation with the Company, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such 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 (i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used 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 on any
date 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). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
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, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(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, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after
such Renewal Date, if the Holder of this Note elects to extend the term of this
Note or any portion thereof as described below. If the Holder does not elect to
extend the term of any portion of the principal amount of this Note during the
specified period prior to any Renewal Date, such portion will become due and
payable on the Interest Payment Date occurring in the sixth month (or the last
month in the Special Election Interval) after such Renewal Date (the "New
Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to 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 of such amount, 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 Maturity
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the 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 whole 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 old 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 old 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 Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the old 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 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 old
Stated Maturity at a price equal to the principal amount hereof, plus interest
accrued to such date. In order to obtain repayment on such old Stated Maturity
once the Company has extended the Stated Maturity hereof, the Holder must follow
the procedures set forth below for optional repayment, except that the period
for delivery of this Note or notification to the Trustee shall be at least 25
but not more than 35 days before the old 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 day before the old 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
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 interest
accrued 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 hereby 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 guarantee 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 an
OID Note (other than an Indexed Principal 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),
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 Notes at any price in the open
market or otherwise. 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 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 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, a new 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 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 66 2/3% 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 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.
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 __________Custodian __________
TEN ENT -as tenants by the ACT (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT -as joint tenants _________________________________
with right of (State)
survivorship and not
as tenants in common
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 of 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 101 Barclay Street, 21 West, Attention: Corporate Trust
Administration, New York, New York 10286.
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 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 of enlargement or any change whatsoever
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary named
below or a nominee of the Depositary. This Note is not exchangeable for Notes
registered in the name of a Person other than the Depositary 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
Depositary to a nominee of the Depositary) 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 "Depositary"), 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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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.
REGISTERED PRINCIPAL AMOUNT
NO. FL _______ OR FACE AMOUNT:
$_____________________
CUSIP:________________
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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 [ ] Federal Funds Rate
Paper Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate
Constant Maturity
[ ] Eleventh District Cost of Funds Rate [ ] EURIBOR
[ ] Other (see attached)
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 attached)
Rate:
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:
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:
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (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 above 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 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 specified herein 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 in the pricing supplement, in the case of any
Interest Payment Date (i) for a Floating Rate Note shall be the Business Day
immediately preceding such Interest Payment Date and (ii) for an Indexed Rate
Note, an Inverse Floating Rate Note and a Floating Rate/Fixed Rate Note, shall
be the date (whether or not a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date, in the case of any Interest Payment Date
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 (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen 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 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 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) (x) with respect to LIBOR
Notes only, any such day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market and (y) with respect to any
determination by the Exchange Rate Agent of an exchange rate pursuant to Notes
having a Specified Currency other than U.S. dollars, any day on which banking
institutions and foreign exchange markets settle payments in New York City and
London (each a "London Business Day"); (iii) with respect to Notes having a
specified currency other than U.S. dollars only, other than 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 (iv) 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
Australian dollars, Canadian dollars, and Swiss francs, the principal financial
center shall be 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 Citibank, N.A. ("Citibank") not later than fifteen calendar
days prior to the applicable payment date. Such election will remain in effect
until revoked by written notice to Citibank 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
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 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 Citibank 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 Citibank 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 Maturity will be paid in immediately available funds
upon surrender of this Note at the offices of Citibank 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, or on behalf of, The Bank
of New York, or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.
Dated:
CITIGROUP INC.
By_______________________________________
Authorized Officer
Attest_____________________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By CITIBANK, N.A., as Authentication Agent
________________________________________
Authorized Signatory
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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 March 15, 1987, as amended (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 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, unless otherwise specified in the
pricing supplement, 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 above, the authorized denominations of 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 Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or, if
so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
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 the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR Moneyline Telerate, LIBOR Reuters, the Treasury Rate, Treasury Rate
Constant Maturity, the Prime Rate, the Eleventh District Cost of Funds Rate,
EURIBOR or any other Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith.
"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 Floating Rate 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, The Bank of New York 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
resets quarterly, the third Wednesday of March, June, September and December of
each year; (vi) 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; (vii) and 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 interest accrued 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, provided, however,
that if the interest rate is reset daily or weekly, the interest payable hereon
shall be the interest accrued from and including the Original Issue Date or the
last date to which interest has been accrued and paid, as the case may be, to
but excluding the Record Date immediately preceding such Interest Payment Date,
except that, at Maturity, the interest payable will include interest accrued to,
but excluding, the date of Maturity.
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 or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR Moneyline Telerate, LIBOR Reuters, the
Prime Rate, the Eleventh District Cost of Funds Rate 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 or Treasury Rate Constant Maturity. 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. 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 or in
the pricing supplement attached hereto or delivered herewith) 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 or in the pricing supplement attached
hereto or delivered herewith is the CD Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR Moneyline Telerate, LIBOR Reuters, the Prime Rate, the
Eleventh District Cost of Funds Rate 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 or
Treasury Rate Constant Maturity.
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, all percentages resulting from
any calculation of the rate of interest hereof will be rounded, if necessary, to
the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, interest will be payable as
follows: (i) if this Note resets
daily, weekly or monthly (other than Eleventh District Cost of Funds Rate
Notes), interest will be payable on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each year, as
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith or, (ii) in the case of Eleventh District Cost of Funds Rate
Notes, interest will be payable on the first calendar day of each March, June,
September and December; (iii) if this Note resets quarterly, interest will be
payable on the third Wednesday of March, June, September and December of each
year; (iv) if this Note resets semiannually, interest will be payable on the
third Wednesday of each of two months of each year specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith; and (v) if
this Note resets annually, interest will be payable on the third Wednesday of
the month of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, and in each case at Maturity (each such
day being an "Interest Payment Date"). If an Interest Payment Date would
otherwise fall on a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that, if the Base
Rate specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith is LIBOR or EURIBOR and such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall instead be the
immediately preceding Business Day, provided, however, if with respect to any
Note for which "Accrue to Pay" is not specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, if an Interest Payment
Date with respect to such Note would otherwise be a day that is not a Business
Day, such Interest Payment Date shall not be postponed; provided, further, that
any payment required to be made in respect of a Note that does not Accrue to Pay
on a date (including the day of Stated Maturity) that is not a Business Day for
such Note need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment.
Upon the request of the holder of this Floating Rate Note, the
Calculation Agent for the Note will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to the Note.
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
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)."
The following procedures will be followed if the CD Rate cannot be
determined as described above. If the above rate is not published prior to 3:00
P.M., New York City time, on the Calculation Date pertaining to the CD Rate
Determination Date, then the "CD Rate" for such Interest Reset Period will be
the rate on the 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,
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 the 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 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).
CD Rate Notes, like other Notes, are not deposit obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation.
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
Business Day immediately preceding 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."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on the
Commercial Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published in the H.15 Daily Update 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, 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
the Commercial Paper Rate Determination Date of three leading dealers of U.S.
dollar commercial paper in The City of New York selected by the Calculation
Agent for commercial paper of the Index Maturity specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith placed for an
industrial issuer whose bonds are rated "AA" or the equivalent by a nationally
recognized rating agency, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned in
this sentence, the "Commercial Paper Rate" for such Interest Reset Period will
be the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Commercial
Paper Rate will be the Initial Interest Rate).
"Money Market Yield" shall be a 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.
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 business day
immediately preceeding the Interest Reset Date for such Interest Reset Period (a
"Federal Funds Rate Determination Date") for U.S. dollar 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.
The following procedures will be followed if the Federal Funds Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Federal Funds Rate Determination Date, the "Federal Funds
Rate" for such Interest Reset Period shall be the rate on the Federal Funds Rate
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds (Effective)," or such 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 the 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 such Interest Reset Period will be the Federal
Funds Rate in effect for the particular Federal Funds Rate Determination Date
(or, if there is no such Federal Funds Rate in effect for the Interest Reset
Period, the Federal Funds Rate will be the Initial Interest Rate).
Determination of LIBOR
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is LIBOR Moneyline Telerate or
LIBOR Reuters, 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 or in the pricing supplement
attached hereto or delivered herewith. "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, the display designated as page
"3750" on the Moneyline Telerate Service (or such other page as may replace page
"3750" on such service or such other successor service selected 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 mean 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. If the LIBO
page on such service is replaced by another page, or if the Reuters Monitor
Money Rates Service is replaced by a successor service, then ""LIBOR Reuters"
means the replacement page or service selected to display the London interbank
offered rates of major banks. If neither LIBOR Reuters nor LIBOR Moneyline
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, the Calculation Agent
will determine "LIBOR" as follows. The Calculation Agent will request the
principal London offices of each of 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 and such offered quotations will be
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 less than two such quotations are
provided, "LIBOR" for such Interest Reset Period will be the arithmetic mean of
rates quoted by three major banks in The City of New York selected by the
Calculation Agent for such LIBOR Note 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, and 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 on 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 any, specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. Unless "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 the 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 pertaining to the Treasury Rate Determination
Date, the "Treasury Rate" for such Interest Reset Period will be the Bond
Equivalent Yield (as 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 this
rate is not so published by 3:00 P.M., New York City time, on such Calculation
Date, then the "Treasury Rate" for such Interest Reset Period 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. If this rate is not
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 as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market." If by 3:00 P.M., New York City time, on such
Calculation Date that rate is not so published in H.15(519), then the Treasury
Rate for such Interest Reset Period 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.'" If by 3:00 P.M., New York City
time, on such Calculation Date this rate is not so published in H.15 Daily
Update, then the Treasury Rate for such Interest Reset Period will be the rate
on the Treasury Rate Determination Date calculated by the Calculation Agent as
the Bond Equivalent Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on the Treasury Rate
Determination Date, of three primary United States government securities dealers
selected by the calculation agent, for the issue of Treasury Securities with a
remaining maturity closest to the index maturity specified in the applicable
pricing supplement, 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 such 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
Treasury Rate Note, then such Interest Reset Date shall instead be the Business
Day immediately following such auction date.
The "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 "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
Moneyline Telerate Page under the caption "Treasury Constant Maturities" under
the column for the Designated CMT Maturity Index in the following manner (1) if
the Designated CMT Moneyline Telerate Page is 7051, the Treasury Rate will be
the rate on such Constant Maturity Treasury Rate Determination Date provided,
however, (A) if the 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," or (B) if that 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), and (2) if the Designated CMT Moneyline
Telerate Page is 7052, then the Treasury Rate will be the weekly or monthly
average, as specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, for the week or the month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related
Constant Maturity Treasury Rate Determination Date occurs provided, however, (A)
if the rate referred to above 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 applicable 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," or (B) if that 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 applicable 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 in the order set forth below
if the Treasury Rate cannot be determined as indicated in (1) or (2) above. If
such information, as applicable, is not so published, then the Treasury Rate on
the Constant Maturity Treasury Rate Determination Date will be calculated by the
Calculation Agent as follows. Such Treasury Rate will 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 and lowest quotations, 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 market at that time.
If three or four, but not five, of such dealers provide quotations 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.
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 as follows. Such
Treasury Rate will 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 reported, according to
their written records, by three leading U.S. government securities dealers in
the City of New York selected by the Calculation Agent 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. The three government securities
dealers referenced above will be identified from five such dealers who are
selected by the calculation agent, one of which may be the agent, by eliminating
the dealers with the highest and lowest quotations, or in the event of equality,
one of the highest and/or lowest quotation, as the case may require.
If two Treasury Notes with an original maturity, as described herein,
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 herein.
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 offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated. However,if fewer than three of such dealers selected by the
Calculation Agent provide quotations as described above, the Treasury Rate
determined as of the Constant Maturity Treasury Rate Determination Date will be
the Treasury Rate in effect on such Constant Maturity Treasury Rate
Determination Date.
"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 Moneyline 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.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, 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." The following procedures will be followed if the
Prime Rate cannot be determined as described above. If the above rate is not
published prior to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate will be the rate on the Prime Rate Determination Date
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
"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, 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
as of 11:00 A.M. New York City time, 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 or base lending rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on the Prime Rate
Determination Date by three major banks in The City of New York selected by the
Calculation Agent. However, if the banks so selected by the Calculation Agent
are not quoting as mentioned in the previous sentence, the Prime Rate will be
the Prime Rate in effect on the Prime Rate Determination Date. "Reuters Screen
USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service (or such other page as may replace the USPRIME1 page
on that service for the purpose of displaying prime rates or base lending rates
of major United States banks).
Determination of Eleventh District Cost of Funds Rate
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh
District Cost of Funds Rate Notes and in the applicable pricing supplement.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, 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 the Moneyline Telerate (or any successor service) on Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Determination Date.
The following procedures will be followed if the Eleventh District
Cost of Funds Rate cannot be determined as described above. If such rate does
not appear on Moneyline Telerate Page (or any successor service) on 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 the Eleventh
District Cost of Funds Index on or prior to the Eleventh District Cost of Funds
Rate Determination Date of the calendar month immediately preceding that date,
then the Eleventh District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Determination Date will be the Eleventh District Cost of Funds Rate
in effect on such Eleventh District Cost of Funds Rate Determination Date.
Determination of EURIBOR
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is EURIBOR, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to EURIBOR and the Spread or Spread Multiplier, if any, specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. "EURIBOR" for each Interest Reset Period will be determined by the
Calculation Agent as follows.
On the second TARGET Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "EURIBOR Determination Date"), the Calculation
Agent for such EURIBOR Note will determine the offered rates for deposits in
euros as sponsored, calculated and published jointly by the European Banking
Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the period of the index maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, which appears on the Designated EURIBOR Page as of 11:00
a.m., Brussels time, on such EURIBOR Determination Date. "Designated EURIBOR
Page" means the display designated as page "248" on the Telerate Service (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 rate as
determined by the Calculation Agent.
If EURIBOR cannot be determined as described above (either because
the Designated EURIBOR Page is no longer available or because fewer than two
offered rates appear on the Designated EURIBOR Page on the EURIBOR Determination
Date), 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 and such offered quotations will be 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, and in a principal amount equal to an
amount of at least $1,000,000 or the approximate equivalent thereof in euros
that is representative of a single transaction in such market at such time,
provided, however, that if the banks so selected as aforesaid by the Calculation
Agent are not quoting rates as mentioned in this sentence, "EURIBOR" for such
Interest Reset Period will be the same as EURIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
EURIBOR Rate will be the Initial Interest Rate).
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the treaty on European Union.
Inverse Floating Rate Notes
If this Note is designated as an Inverse Floating Rate Note on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
the interest rate on such Inverse Floating Rate shall be equal to (i) in the
case of the period, if any, commencing on the 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 shown above, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference Rate shown above minus the
interest rate determined by reference to the Base Rate shown above, as adjusted
by the Spread or Spread Multiplier, if any, as determined in accordance with the
provisions hereof, provided, however, that on any Inverse Floating Rate Note the
interest rate thereon will not be less than zero.
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 or Spread Multiplier 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"). 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 or Spread Multiplier, and if so, (i) such new Spread
or Spread Multiplier 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 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 to the Holder of this Note. Such notice shall be irrevocable. All
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 whether or
not tendered for repayment.
The Holder of this Note will have the option to elect repayment 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 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 a Floating Rate Note or Indexed Rate Note
that is also 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 unless otherwise
specified. 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 this 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 such Indexed Note will be calculated in the manner set forth in the
applicable pricing supplement. Any determination by the selected third party
will be binding on all parties, except in the case of an obvious error.
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 London Business Day prior
to the applicable payment date, or if an exchange rate bid quotation is not so
available, the Exchange Rate Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Rate Agent after
consultation with the Company, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such 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 (i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used 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 on any
date 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). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
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, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(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, on which scheduled payments in the Optional Payment Currency
will be made and (ii) the Designated Exchange Rate. Any such notice by the
Company, once given, may not be withdrawn. The equivalent value in the Specified
Currency of payments made after such an election may be less, at the then
current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to 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 of such amount, 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 Maturity
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the 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 whole 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 of this Note at least 45 but not
more than 60 days prior to the old 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 old 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 Extension Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old 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 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 old
Stated Maturity at a price equal to the principal amount hereof, plus interest
accrued to such date. In order to obtain repayment on such old Stated Maturity
once the Company has extended the Stated Maturity hereof, the Holder must follow
the procedures set forth below for optional repayment, except that the period
for delivery of this Note or notification to the Trustee shall be at least 25
but not more than 35 days before the such old 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 day before the old 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 interest accrued 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
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 interest
accrued 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 hereby 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 guarantee 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 an
OID Note (other than an Indexed 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) 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 Notes at any price in the open
market or otherwise. 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 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 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, a new 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 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 66 2/3% 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 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.
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 to Minors Act
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 of 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 101 Barclay Street, 21 West, Attention: Corporate Trust
Administration, New York, New York 10286.
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 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 of
enlargement or any change whatsoever
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary named
below or a nominee of the Depositary. This Note is not exchangeable for Notes
registered in the name of a Person other than the Depositary 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
Depositary to a nominee of the Depositary) 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 "Depositary"), 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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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.
REGISTERED PRINCIPAL AMOUNT
NO. FX __ OR FACE AMOUNT:
$___________________
CUSIP:______________
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FIXED RATE)
THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT BUT IS AN UNSECURED
OBLIGATION OF CITIGROUP. THIS SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY.
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
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
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
CITIGROUP INC., a corporation duly organized and existing under the laws
of the State of Delaware (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 on
the Interest Payment Dates specified on the face of this Note or in the pricing
supplement attached hereto or delivered herewith and at 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, interest on this Note, if any, will be computed on the basis
of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
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 (other than interest payable at 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 (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than fifteen 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. If an Interest Payment Date with respect
to any Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, however, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a Business Day for such Note need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment. However, if with respect to any Note
for which "Accrue to Pay" is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, and 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.
For purposes of this Note, (A) "Business Day" means: (i) with
respect to any 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
LIBOR Notes only, any such day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market; (iii) with respect to Notes having a
specified currency other than U.S. dollars only, other than 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 (iv) 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,
and (B) "London Business Day" means, with respect to any determination by the
Exchange Rate Agent of an exchange rate pursuant to Notes having a Specified
Currency other than U.S. dollars, any day on which banking institutions and
foreign exchange markets settle payments in New York City and London.
As used above, a "principal financial center" means the capital city of
the country issuing the specified currency. However, with respect to Australian
dollars, Canadian dollars and Swiss francs, the principal financial center shall
be 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 Citibank, N.A. ("Citibank") not later than fifteen calendar
days prior to the applicable payment date. Such election will remain in effect
until revoked by written notice to Citibank 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
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 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 Citibank 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 Citibank 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 Maturity
will be paid in immediately available funds upon surrender of this Note at the
offices of Citibank 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, or on behalf of, Bank One Trust
Company, N.A., or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.
Dated:
CITIGROUP INC.
By________________________________
Authorized Officer
Attest____________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
BANK ONE TRUST COMPANY,
N.A., as Trustee
By CITIBANK, N.A., as Authentication Agent
--------------------------------
Authorized Signatory
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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 April 12, 2001, as the same may be amended from
time to time (the "Indenture"), between the Company and Bank One Trust Company,
N.A., as trustee (the "Trustee," which term includes any successor Trustee under
the Indenture), to which indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the 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,
unless otherwise specified in the pricing supplement, 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 above, the authorized denominations of 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 Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or, if so
specified above, a Certificated Note. Book-Entry Notes will not be exchangeable
for Certificated Notes and, except as otherwise provided in the Indenture, will
not otherwise be issuable as Certificated Notes.
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 rate per annum 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 Maturity," and except that if so
specified in the attached pricing supplement, the rate of interest payable on
certain Fixed Rate Notes may be subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will be payable
semiannually in arrears on the Interest Payment Dates set forth above and at
Stated Maturity. If an Interest Payment Date with respect to any Note would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
not be postponed; provided, however, that any payment required to be made in
respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and 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").
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"). 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 to the Holder of
this Note. Such notice shall be irrevocable. All Notes with respect to which the
Interest Rate is reset on an Optional Reset Date will bear such higher Interest
Rate whether or not tendered for repayment.
The Holder of this Note will have the option to elect repayment 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 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 this 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 such Indexed Principal Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.
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 London Business Day prior
to the applicable payment date, or if an exchange rate bid quotation is not so
available, the Exchange Rate Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Rate Agent after
consultation with the Company, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such 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 (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used 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 on any date 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). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
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, exercisable on one or more dates (each an "Option
Election Date") in whole, but not in part, with respect to all Dual Currency
Notes issued on the same day and having the same terms (a "Tranche"), of
thereafter making all payments of principal, premium, if any, and interest
(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, on which scheduled payments in the Optional Payment Currency will be
made and (ii) the Designated Exchange Rate. Any such notice by the Company, once
given, may not be withdrawn. The equivalent value in the Specified Currency of
payments made after such an election may be less, at the then current exchange
rate, than if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Renewable Note, this Note will mature
on an Interest Payment Date occurring in or prior to the twelfth month following
the Original Issue Date of this Note (the "Initial Maturity Date") unless the
term of all or any portion of this Note is renewed in accordance with the
following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to 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 of such amount, 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 Maturity
If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the 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 whole 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 old 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 old 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 Extension Notice. Notwithstanding the foregoing, not later than
20 days prior to the old 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 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 old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old 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 day before the old 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 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 interest accrued 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 hereby 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 guarantee 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 an OID
Note (other than an Indexed Principal 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) 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 Notes at any price in the open market
or otherwise. 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
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 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, a new 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 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 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.
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 (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT -as joint tenants _________________________________
with right of (State)
survivorship and not
as tenants in common
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 of 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 55 Water Street, 1st Floor, Jeanette Park Entrance,
New York, New York 10041.
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 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 of enlargement or any change whatsoever
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary named
below or a nominee of the Depositary. This Note is not exchangeable for Notes
registered in the name of a Person other than the Depositary 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
Depositary to a nominee of the Depositary) 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 "Depositary"), 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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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.
REGISTERED PRINCIPAL AMOUNT
NO. FL ____ OR FACE AMOUNT:
$ _______________________
CUSIP: __________________
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FLOATING OR INDEXED RATE)
THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT BUT IS AN UNSECURED
OBLIGATION OF CITIGROUP. THIS SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY.
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 [ ] Federal Funds Rate
Paper Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters
[ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate
Constant Maturity
[ ] Eleventh District Cost of Funds Rate [ ] EURIBOR
[ ] Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Floating Rate: [ ] Indexed Interest Rate: [ ] (see attached)
Spread Multiplier: Spread (+/-):
Spread Reset [ ] The Spread or Spread Multiplier may not be
changed prior to Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed prior to
Stated Maturity (see attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: [ ] Yes (see attached) [ ]No
Initial Fixed Interest Rate: Reset Fixed Reference Rate:
Floating Rate / Fixed Rate Note: [ ] Yes (see attached) [ ] No
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
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:
CITIGROUP INC., a corporation duly organized and existing under the laws
of the State of Delaware (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 above 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 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 specified herein 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 in the pricing supplement, in the case of any
Interest Payment Date (i) for a Floating Rate Note shall be the Business Day
immediately preceding such Interest Payment Date and (ii) for an Indexed Rate
Note, an Inverse Floating Rate Note and a Floating Rate/Fixed Rate Note, 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 (referred to on the reverse hereof), notice whereof shall be given to
Holders of Notes not less than fifteen 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 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 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) (x) with respect to LIBOR
Notes only, any such day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market and (y) with respect
to any determination by the Exchange Rate Agent of an exchange rate pursuant to
Notes having a Specified Currency other than U.S. dollars, any day on which
banking institutions and foreign exchange markets settle payments in New York
City and London (each a "London Business Day"); (iii) with respect to Notes
having a specified currency other than U.S. dollars only, other than 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
(iv) 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 Australian
dollars, Canadian dollars, and Swiss francs, the principal financial center
shall be 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 Citibank, N.A. ("Citibank") not later than fifteen
calendar days prior to the applicable payment date. Such election will remain in
effect until revoked by written notice to Citibank 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
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 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 Citibank 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
Citibank 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 Maturity will be paid in immediately available funds upon
surrender of this Note at the offices of Citibank 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, or on behalf of, Bank One Trust
Company, N.A., or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.
Dated:
CITIGROUP INC.
By ______________________________________
Authorized Officer
Attest _____________________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
BANK ONE TRUST COMPANY, N.A., as
Trustee
By CITIBANK, N.A., as Authentication
Agent
_____________________________________
Authorized Signatory
Authorized Signatory
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES H,
DUE NINE MONTHS OR MORE FROM THE 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 April 12, 2001, as the same may be amended from
time to time (the "Indenture"), between the Company and Bank One Trust Company,
N.A., as trustee (the "Trustee," which term includes any successor Trustee under
the Indenture), to which indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the 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,
unless otherwise specified in the pricing supplement, 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 above, the authorized denominations of 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 Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or, if so
specified above, a Certificated Note. Book-Entry Notes will not be exchangeable
for Certificated Notes and, except as otherwise provided in the Indenture, will
not otherwise be issuable as Certificated Notes.
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 the CD Rate,
the
Commercial Paper Rate, the Federal Funds Rate, LIBOR Moneyline Telerate, LIBOR
Reuters, the Treasury Rate, Treasury Rate Constant Maturity, the Prime Rate, the
Eleventh District Cost of Funds Rate, EURIBOR or any other Base Rate specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith.
"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 Floating Rate 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 resets
quarterly, the third Wednesday of March, June, September and December of each
year; (vi) 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; (vii) and 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 interest accrued 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, provided, however,
that if the interest rate is reset daily or weekly, the interest payable hereon
shall be the interest accrued from and including the Original Issue Date or the
last date to which interest has been accrued and paid, as the case may be, to
but excluding the Record Date immediately preceding such Interest Payment Date,
except that, at Maturity, the interest payable will include interest accrued to,
but excluding, the date of Maturity.
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 or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR Moneyline Telerate, LIBOR Reuters, the
Prime Rate, the Eleventh District Cost of Funds Rate 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 or Treasury Rate Constant Maturity. 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. 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 or in
the pricing supplement attached hereto or delivered herewith) 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 or in the pricing supplement
attached hereto or delivered herewith is the CD Rate, the Commercial Paper Rate,
the Federal Funds Rate, LIBOR Moneyline Telerate, LIBOR Reuters, the Prime Rate,
the Eleventh District Cost of Funds Rate 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 or
Treasury Rate Constant Maturity.
Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, all percentages resulting from any
calculation of the rate of interest hereof will be rounded, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).
Unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, interest will be payable as follows: (i)
if this Note resets daily, weekly or monthly (other than Eleventh District Cost
of Funds Rate Notes), interest will be payable on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year, as specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith or (ii) in the case of Eleventh District Cost of
Funds Rate Notes, interest will be payable on the first calendar day of each
March, June, September and December; (iii) if this Note resets quarterly,
interest will be payable on the third Wednesday of March, June, September and
December of each year; (iv) if this Note resets semiannually, interest will be
payable on the third Wednesday of each of two months of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith; and (v) if this Note resets annually, interest will be payable on the
third Wednesday of the month of each year specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in each case at
Maturity (each such day being an "Interest Payment Date"). If an Interest
Payment Date would otherwise fall on a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is LIBOR or EURIBOR and such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall instead be the immediately preceding Business Day, provided, however,
if with respect to any Note for which "Accrue to Pay" is not specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
if an Interest Payment Date with respect to such Note would otherwise be a day
that is not a Business Day, such Interest Payment Date shall not be postponed;
provided, further, that any payment required to be made in respect of a Note
that does not Accrue to Pay on a date (including the day of Stated Maturity)
that is not a Business Day for such Note need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on such date, and no additional interest shall accrue as a result of such
delayed payment.
Upon the request of the holder of this Floating Rate Note, the Calculation
Agent for the Note will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Note.
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 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)."
The following procedures will be followed if the CD Rate cannot be
determined as described above. If the above rate is not published prior to 3:00
P.M., New York City time, on the Calculation Date pertaining to the CD Rate
Determination Date, then the "CD Rate" for such Interest Reset Period will be
the rate on the 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, 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 the 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 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).
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
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 Business Day
immediately preceding 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."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to the Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on the
Commercial Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published in the H.15 Daily Update 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, 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
the Commercial Paper Rate Determination Date of three leading dealers of U.S.
dollar commercial paper in The City of New York selected by the Calculation
Agent for commercial paper of the Index Maturity specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith placed for an
industrial issuer whose bonds are rated "AA" or the equivalent by a nationally
recognized rating agency, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned in
this sentence, the "Commercial Paper Rate" for such Interest Reset Period will
be the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Commercial
Paper Rate will be the Initial Interest Rate).
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 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.
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 business day immediately preceeding the
Interest Reset Date for such Interest Reset Period (a "Federal Funds Rate
Determination Date") for U.S. dollar 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.
The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above. In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
the Federal Funds Rate Determination Date, the "Federal Funds Rate" for such
Interest Reset Period shall be the rate on the Federal Funds Rate Determination
Date as published in the H.15 Daily Update under the heading "Federal Funds
(Effective)," or such 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 the
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 such Interest Reset Period will be the Federal Funds Rate
in effect for the particular Federal Funds Rate Determination Date (or, if there
is no such Federal Funds Rate in effect for the Interest Reset Period, the
Federal Funds Rate will be the Initial Interest Rate).
Determination of LIBOR
If the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is LIBOR Moneyline Telerate or LIBOR
Reuters, 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 or in the pricing supplement
attached hereto or delivered herewith. "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, the display designated as page "3750" on the Moneyline
Telerate Service (or such other page as may replace page "3750" on such service
or such other successor service selected 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 mean 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. If the LIBO page on
such service is replaced by another
page, or if the Reuters Monitor Money Rates Service is replaced by a successor
service, then ""LIBOR Reuters" means the replacement page or service selected to
display the London interbank offered rates of major banks. If neither LIBOR
Reuters nor LIBOR Moneyline 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, the Calculation Agent
will determine "LIBOR" as follows. The Calculation Agent will request the
principal London offices of each of 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 and such offered quotations will be
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 less than two such quotations are
provided, "LIBOR" for such Interest Reset Period will be the arithmetic mean of
rates quoted by three major banks in The City of New York selected by the
Calculation Agent for such LIBOR Note 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, and 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 on 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 any, specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith. Unless "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 the 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 pertaining to the
Treasury Rate
Determination Date, the "Treasury Rate" for such Interest Reset Period will be
the Bond Equivalent Yield (as 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 this rate is not so published by 3:00 P.M., New York City time, on
such Calculation Date, then the "Treasury Rate" for such Interest Reset Period
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. If this
rate is not 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 as published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." If by 3:00 P.M., New York City
time, on such Calculation Date that rate is not so published in H.15(519), then
the Treasury Rate for such Interest Reset Period 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." If by 3:00 P.M., New
York City time, on such Calculation Date this rate is not so published in H.15
Daily Update, then the Treasury Rate for such Interest Reset Period will be the
rate on the Treasury Rate Determination Date calculated by the Calculation Agent
as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on the Treasury Rate
Determination Date, of three primary United States government securities dealers
selected by the calculation agent, for the issue of Treasury Securities with a
remaining maturity closest to the index maturity specified in the applicable
pricing supplement, 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 such 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
Treasury Rate Note, then such Interest Reset Date shall instead be the Business
Day immediately following such auction date.
The "Bond Equivalent Yield" will be calculated as follows:
Bond Equivalent Yield = D X N 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 "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
Moneyline Telerate Page under the caption "Treasury Constant Maturities" under
the column for the Designated CMT Maturity Index in the following manner (1) if
the Designated CMT Moneyline Telerate Page is 7051, the Treasury Rate will be
the rate on such Constant Maturity Treasury Rate Determination Date provided,
however, (A) if the 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," or (B) if that 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), and (2) if the Designated CMT Moneyline
Telerate Page is 7052, then the Treasury Rate will be the weekly or monthly
average, as specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, for the week or the month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related
Constant Maturity Treasury Rate Determination Date occurs provided, however, (A)
if the rate referred to above 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 applicable 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," or (B) if that 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 applicable 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 in the order set forth below
if the Treasury Rate cannot be determined as indicated in (1) or (2) above. If
such information, as applicable, is not so published, then the Treasury Rate on
the Constant Maturity Treasury Rate Determination Date will be calculated by the
Calculation Agent as follows. Such Treasury Rate will 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 and lowest quotations, 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 market at that time.
If three or four, but not five, of such dealers provide quotations 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.
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 as follows. Such
Treasury Rate will 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 reported, according to
their written records, by three leading U.S. government securities dealers in
the City of New York selected by the Calculation Agent 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. The three government securities
dealers referenced above will be identified from five such dealers who are
selected by the calculation agent, one of which may be the agent, by eliminating
the dealers with the highest and lowest quotations, or in the event of equality,
one of the highest and/or lowest quotation, as the case may require.
If two Treasury Notes with an original maturity, as described herein,
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 herein.
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 offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated. However, if fewer than three of such dealers selected by the
Calculation Agent provide quotations as described above, the Treasury Rate
determined as of the Constant Maturity Treasury Rate Determination Date will be
the Treasury Rate in effect on such Constant Maturity Treasury Rate
Determination Date.
"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 Moneyline 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.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, 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." The following procedures will be followed if the
Prime Rate cannot be determined as described above. If the above rate is not
published prior to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate will be the rate on the Prime Rate Determination Date
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
"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, 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
as of 11:00 A.M. New York City time, 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 or base lending rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on the Prime Rate
Determination Date by three major banks in The City of New York selected by the
Calculation Agent. However, if the banks so selected by the Calculation Agent
are not quoting as mentioned in the previous sentence, the Prime Rate will be
the Prime Rate in effect on the Prime Rate Determination Date. "Reuters Screen
USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service (or such other page as may replace the USPRIME1 page
on that service for the purpose of displaying prime rates or base lending rates
of major United States banks).
Determination of Eleventh District Cost of Funds Rate
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh
District Cost of Funds Rate Notes and in the applicable pricing supplement.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, 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 the Moneyline Telerate (or any successor service) on Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Determination Date.
The following procedures will be followed if the Eleventh District Cost
of Funds Rate cannot be determined as described above. If such rate does not
appear on Moneyline Telerate Page (or any successor service) on 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
the Eleventh District Cost of Funds Index on or prior to the Eleventh District
Cost of Funds Rate Determination Date of the calendar month immediately
preceding that date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Determination Date.
Determination of EURIBOR
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is EURIBOR, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to EURIBOR and the Spread or Spread Multiplier, if any, specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith. "EURIBOR" for each Interest Reset Period will be determined by the
Calculation Agent as follows.
On the second TARGET Business Day prior to the Interest Reset Date for
such Interest Reset Period (a "EURIBOR Determination Date"), the Calculation
Agent for such EURIBOR Note will determine the offered rates for deposits in
euros as sponsored, calculated and published jointly by the European Banking
Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the period of the index maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, which appears on the Designated EURIBOR Page as of 11:00
a.m., Brussels time, on such EURIBOR Determination Date. "Designated EURIBOR
Page" means the display designated as page "248" on the Telerate Service (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 rate as
determined by the Calculation Agent.
If EURIBOR cannot be determined as described above (either because the
Designated EURIBOR Page is no longer available or because fewer than two offered
rates appear on the Designated EURIBOR Page on the EURIBOR Determination Date),
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 and such offered quotations
will be 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, and in a
principal amount equal to an amount of at least $1,000,000 or the approximate
equivalent thereof in euros that is representative of a single transaction in
such market at such time, provided, however, that if the banks so selected as
aforesaid by the Calculation Agent are not quoting rates as mentioned in this
sentence, "EURIBOR" for such Interest Reset Period will be the same as EURIBOR
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the EURIBOR Rate will be the Initial Interest Rate).
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
Inverse Floating Rate Notes
If this Note is designated as an Inverse Floating Rate Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
interest rate on such Inverse Floating Rate shall be equal to (i) in the case of
the period, if any, commencing on the 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
shown above, and (ii) in the case of each period commencing on an Interest Reset
Date, the Reset Fixed Reference Rate shown above minus the interest rate
determined by reference to the Base Rate shown above, as adjusted by the Spread
or Spread Multiplier, if any, as determined in accordance with the provisions
hereof, provided, however, that on any Inverse Floating Rate Note the interest
rate thereon will not be less than zero.
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 or Spread Multiplier 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"). 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 or Spread Multiplier, and if so, (i) such new Spread or Spread
Multiplier 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
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 to the
Holder of this Note. Such notice shall be irrevocable. All 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 whether or not tendered for
repayment.
The Holder of this Note will have the option to elect repayment 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 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 a Floating Rate Note or Indexed Rate Note that is also 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 unless otherwise specified. 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 this 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 such Indexed Note will be calculated in the manner set forth in the
applicable pricing supplement. Any determination by the selected third party
will be binding on all parties, except in the case of an obvious error.
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 London Business Day prior
to the applicable payment date, or if an exchange rate bid quotation is not so
available, the Exchange Rate Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Rate Agent after
consultation with the Company, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such 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 (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used 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 on any date 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). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
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, exercisable on one or more dates (each an "Option
Election Date") in whole, but not in part, with respect to all Dual Currency
Notes issued on the same day and having the same terms (a "Tranche"), of
thereafter making all payments of principal, premium, if any, and interest
(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, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as a Renewable Note, this Note will mature
on an Interest Payment Date occurring in or prior to the twelfth month following
the Original Issue Date of this Note (the "Initial Maturity Date") unless the
term of all or any portion of this Note is renewed in accordance with the
following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial
Renewal Date, a "Renewal Date"), the term of this Note may be extended to the
Interest Payment Date occurring in the twelfth month (or, if a Special Election
Interval is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the last month in a period equal to twice the
Special Election Interval) after such Renewal Date, if the Holder of this Note
elects to extend the term of this Note or any portion thereof as described
below. If the Holder does not elect to extend the term of any portion of the
principal amount of this Note during the specified period prior to any Renewal
Date, such portion will become due and payable on the Interest Payment Date
occurring in the sixth month (or the last month in the Special Election
Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to 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 of such amount, 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 Maturity
If so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, the 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 whole 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 of this Note at least 45 but not more than 60
days prior to the old 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 old 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 Extension Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old 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 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 old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the such old 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 day before the old 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 interest
accrued 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 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 interest accrued 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 hereby 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 guarantee 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 an OID
Note (other than an Indexed 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) 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 Notes at any price in the open market
or otherwise. 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
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 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, a new 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 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 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.
(Remainder of Page Intentionally Left Blank)
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 to Minors Act
survivorship and not as tenants in _________________________________
common (State)
Additional abbreviations may also be used though not in the above list
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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 of 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 55 Water Street, 1st Floor, Jeanette Park Entrance, New York, New
York 10041, Attention: Global Corporate Trust Services.
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 Inc., with full
power of substitution in the premises.
Dated: _____________ ________________________________________________________
Signature
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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 of enlargement or
any change whatsoever