Exhibit 4.01
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP FUNDING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.
No. R-1 INITIAL PRINCIPAL AMOUNT
CUSIP: 17308C 49 4 REPRESENTED $17,000,000
ISIN: US17308C4942 representing 1,700,000 Notes
($10 per Note)
CITIGROUP FUNDING INC.
1,700,000 Principal-Protected Equity Linked Notes Based Upon the
Nasdaq-100 Index(R)Due October 29, 2009
Citigroup Funding Inc., a Delaware corporation (hereinafter referred to
as the "Company," which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or its registered assigns, the Maturity Payment (as defined below),
on October 29, 2009 (the "Stated Maturity Date"). This Note will not bear any
interest, is not subject to any sinking fund, is not subject to redemption at
the option of the Holder thereof prior to the Stated Maturity Date and is not
subject to the defeasance provisions of the Indenture. The payments on this Note
are fully and unconditionally guaranteed by Citigroup Inc., a Delaware
corporation (the "Guarantor").
Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts.
This Note is one of the series of 1,700,000 Principal-Protected Equity
Linked Notes Based Upon the Nasdaq-100 Index(R) (the "Index") Due October 29,
2009 (the "Notes").
INTEREST
The Notes do not bear interest. No payments on the Notes will be made
until the Stated Maturity Date.
PAYMENT AT MATURITY
The Notes will mature on October 29, 2009. On the Stated Maturity Date,
Holders of the Notes will receive for each Note the Maturity Payment described
below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each Note equals the sum of the initial
principal amount of $10 per Note plus the Index Return Amount.
The "Index Return Amount" will equal the product of (a) $10 and (b) the
Index Return, provided that the Index Return Amount will not be less than zero.
The "Index Return" will equal the following fraction:
Ending Value - Starting Value
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Starting Value
__________, provided that the Index Return will be subject to a maximum Index
Return of 28%.
The "Ending Value" will be the closing value of the Index on the
Valuation Date.
The "Starting Value" is 1706.44, the closing value of the Index on
April 24, 2006.
The "Valuation Date" will be the third Index Business Day before the
Stated Maturity Date.
If no closing value of the Index is available on any Index Business Day
because of a Market Disruption Event or otherwise, the value of the Index for
that Index Business Day, unless deferred by the calculation agent as described
below, will be the arithmetic mean, as determined by the calculation agent, of
the value of the Index obtained from as many dealers in equity securities (which
may include Citigroup Global Markets Inc. or any of the Company's other
affiliates), but not exceeding three such dealers, as will make such value
available to the calculation agent. The determination of the value of the Index
by the calculation agent in the event of a Market Disruption Event may be
deferred by the calculation agent for up to five consecutive Index Business Days
on which a Market Disruption Event is occurring, but not past the Index Business
Day prior to the Stated Maturity Date.
An "Index Business Day" means a day, as determined by the calculation
agent, on which the Index or any successor index is calculated and published and
on which securities comprising more than 80% of the value of the Index on such
day are capable of being traded on their relevant exchanges or markets during
the one-half hour before the determination of the closing value of the Index.
All determinations made by the calculation agent will be at the sole discretion
of the
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calculation agent and will be conclusive for all purposes and binding on the
Company and the beneficial owners of the Notes, absent manifest error.
A "Market Disruption Event" means, as determined by the calculation
agent in its sole discretion, the occurrence or existence of any suspension of
or limitation imposed on trading (by reason of movements in price exceeding
limits permitted by any relevant exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, for a period longer than two hours, or during the
one-half hour period preceding the close of trading, on the applicable exchange
or market, of accurate price, volume or related information in respect of (a)
stocks which then comprise 20% or more of the value of the Index or any
successor index, (b) any options or futures contracts, or any options on such
futures contracts relating to the Index or any successor index, or (c) any
options or futures contracts relating to stocks which then comprise 20% or more
of the value of the Index or any successor index on any exchange or market if,
in each case, in the determination of the calculation agent, any such
suspension, limitation or unavailability is material. For the purpose of
determining whether a Market Disruption Event exists at any time, if trading in
a security included in the Index is materially suspended or materially limited
at that time, then the relevant percentage contribution of that security to the
value of the Index will be based on a comparison of the portion of the value of
the Index attributable to that security relative to the overall value of the
Index, in each case immediately before that suspension or limitation.
DISCONTINUANCE OF THE NASDAQ-100 INDEX
If The Nasdaq Stock Market, Inc. ("Nasdaq") discontinues publication of
the Index or if it or another entity publishes a successor or substitute index
that the calculation agent determines, in its sole discretion, to be comparable
to the Index, then the value of the Index will be determined by reference to the
value of that index, which is referred to as a "successor index."
Upon any selection by the calculation agent of a successor index, the
calculation agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the successor index to the
registered Holders of the Notes.
If Nasdaq discontinues publication of the Index and a successor index
is not selected by the calculation agent or is no longer published on the date
of determination of the value of the Index, the value to be substituted for the
Index for that date will be a value computed by the calculation agent for that
date in accordance with the procedures last used to calculate the Index prior to
any such discontinuance.
If Nasdaq discontinues publication of the Index prior to the
determination of the Index Return Amount and the calculation agent determines
that no successor index is available at that time, then on each Index Business
Day until the earlier to occur of (a) the determination of the Index Return
Amount and (b) a determination by the calculation agent that a successor index
is available, the calculation agent will determine the value that is to be used
in determining the value of the Index as described in the preceding paragraph.
The calculation agent will cause notice of daily closing values to be published
not less often than once each month in The Wall Street Journal (or another
newspaper of general circulation).
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If a successor index is selected or the calculation agent calculates a
value as a substitute for the Index as described above, the successor index or
value will be substituted for the Index for all purposes, including for purposes
of determining whether an Index Business Day or Market Disruption Event occurs.
All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will be conclusive for all purposes and
binding on the Company, the Guarantor and the beneficial owners of the Notes,
absent manifest error.
ALTERATION OF METHOD OF CALCULATION
If at any time the method of calculating the Index or any successor
index is changed in any material respect, or if the Index or any successor index
is in any other way modified so that the value of the Index or the successor
index does not, in the opinion of the calculation agent, fairly represent the
value of that index had the changes or modifications not been made, then, from
and after that time, the calculation agent will, at the close of business in New
York, New York, make those adjustments as, in the good faith judgment of the
calculation agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the Index or the successor index as if the
changes or modifications had not been made, and calculate the value of the index
with reference to the Index or the successor index. Accordingly, if the method
of calculating the Index or the successor index is modified so that the value of
the Index or the successor index is a fraction or a multiple of what it would
have been if it had not been modified (e.g., due to a split in the Index), then
the calculation agent will adjust that index in order to arrive at a value of
the index as if it had not been modified (e.g., as if the split had not
occurred).
GENERAL
This Note is one of a duly authorized issue of debt securities of the
Company (the "Debt Securities"), issued and to be issued in one or more series
under a Senior Debt Indenture, dated as of June 1, 2005 (the "Indenture"), among
the Company, the Guarantor, and The Bank of New York, as trustee (the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Notes, and the terms upon which
the Notes are, and are to be, authenticated and delivered.
If an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. In such case, the
amount declared due and payable upon any acceleration permitted by the Indenture
will be determined by the calculation agent and will be equal to, with respect
to this Note, the Maturity Payment, calculated as though the Stated Maturity
Date of this Note were the date of early repayment.
In case of default in payment at Maturity of the Notes, this Note shall
bear interest, payable upon demand of the beneficial owners of this Note in
accordance with the terms of the Notes, from
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and after Maturity through the date when payment of the unpaid amount has been
made or duly provided for, at the rate of 5.75% per annum on the unpaid amount
due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company, the Guarantor 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, the
Guarantor and a majority in aggregate principal amount of the Debt Securities at
the time Outstanding of each series affected thereby. 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 Debt Securities of such series, to waive
compliance by the Company and the Guarantor 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 Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
The Holder of this Note may not enforce such Holder's rights pursuant
to the Indenture or the Notes 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 and the Guarantor to pay the
Maturity Payment with respect to this Note, and to pay any interest on any
overdue amount thereof at the time, place and rate, and in the coin or currency,
herein prescribed.
All terms used in this Note which are defined in the Indenture but not
in this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CITIGROUP FUNDING INC.
By: /s/ Geoffrey S. Richards
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Name: Geoffrey S. Richards
Title: Vice President and Assistant Treasurer
Corporate Seal
Attest:
By: /s/ Douglas C. Turnbull
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Name: Douglas C. Turnbull
Title: Assistant Secretary
Dated: April 27, 2006
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Indenture.
The Bank of New York,
as Trustee
By: /s/ Geovanni Barris
------------------------------------
Authorized Signatory
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