FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY 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 THE
DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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 REGISTERED
CUSIP NO. __________
NO. R-_______ U.S. $_______________
CITIGROUP INC.
6.20% Note due March 15, 2009
CITIGROUP INC. (formerly Travelers Group Inc.), a corporation duly
organized and existing under the laws of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Specimen , or its
registered assigns, the principal sum of _______________ Dollars
($______________) on March 15, 2009, and to pay interest thereon from March 31,
1999, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 1999, at the rate of 6.20% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Record Date for such interest, which
shall be the March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
holder on such Record Date and shall be paid to the Person in whose name this
Security is registered on a subsequent Record Date, such Record Date to be not
less than five days prior to the date of payment of such defaulted interest,
established by notice given by mail by or on behalf of the Company to the
holders of Securities not less than 15 days preceding such subsequent Record
Date.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of holders
of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: March 31, 1999
CITIGROUP INC.
By: Specimen
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Firoz B. Tarapore
Deputy Treasurer
By: Specimen
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Stephanie B. Mudick
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
Dated: March 31, 1999
The Bank of New York, as Trustee
By:
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Authorized Signatory
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CITIGROUP INC.
6.20% Notes due March 15, 2009
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and the
Trustee, the Third Supplemental Indenture, dated as of December 9, 1992, among
the Company, Holdings and the Trustee and the Fourth Supplemental Indenture,
dated as of November 2, 1998 between the Company and the Trustee (as so amended,
herein called 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 Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated as set forth above, limited in aggregate principal
amount to $750,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount except as otherwise provided herein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge and
defeasance as provided in Sections 11.03 and 11.04 of the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
without the consent of the holders of the Securities, to establish, among other
things, the form and terms of any series of Securities issuable thereunder by
one or more supplemental indentures, and, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of Securities at the time
outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series
to be affected, provided that no such modification will (i) extend the fixed
maturity of any Securities, reduce the rate or extend the time of payment of
interest thereon, reduce the principal amount thereof or the premium, if any,
thereon, reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which Securities are
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities
of any series the consent of the holders of which is required for any such
modification without the consent of the holders of all Securities of such series
then outstanding, or (iii) modify, without the written consent of the Trustee,
the rights, duties or immunities of the Trustee.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
-3-
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of different authorized denominations, as requested by the holder
surrendering the same.
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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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The following abbreviations, when used in the inscription on the first
page of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT --
----------------------------------------
(Cust)
Custodian
----------------------------------------
(Minor)
under Uniform Gifts to Minors Act of
---------------------------------
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
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the within Security of Citigroup Inc. and does hereby irrevocably constitute
and appoint
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Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated:
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NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
first page of the within Security
in every particular, without
alteration or enlargement or any
change whatever, and be
guaranteed.