EXHIBIT 4(h)
MEDIUM TERM NOTE - MASTER NOTE
, 2005
-----------------------------
(Date of Issuance)
Citigroup Funding Inc. ("Issuer"), a corporation organized and existing
under the laws of the State of Delaware, for value received, hereby promises to
pay to Cede & Co. or its registered assigns: (i) on each principal payment date,
including each amortization date, redemption date, repayment date, maturity
date, and extended maturity date, as applicable, of each obligation identified
on the records of Issuer (which records are maintained by Citibank, N.A.
("Paying Agent")) as being evidenced by this Master Note, the principal amount
then due and payable for each such obligation, and (ii) on each interest payment
date, if any, the interest then due and payable on the principal amount for each
such obligation. Payment shall be made by wire transfer of United States dollars
to the registered owner, or in immediately available funds or the equivalent to
a party as authorized by the registered owner and in the currency other than
United States dollars as provided for in each such obligation, by Paying Agent
without the necessity of presentation and surrender of this Master Note.
REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH
ON THE REVERSE HEREOF AND TO THE TERMS OF THE PROSPECTUS, PROSPECTUS
SUPPLEMENT AND PRICING SUPPLEMENT(S), WHICH ARE INCORPORATED HEREIN BY
REFERENCE.
This Master Note is a valid and binding obligation of Issuer.
IN WITNESS WHEREOF, Issuer has caused this instrument to be duly executed under
its corporate seal.
Citigroup Funding Inc.
ATTEST: --------------------------------------
(Issuer)
___________________________________ By: ______________________________________
(Signature) (Authorized Signature)
[Seal]
JPMorgan Chase Bank, N.A.
--------------------------------------
(Trustee)
By: ______________________________________
(Authorized Signature)
This Master Note evidences indebtedness of Issuer of a single Series
C
------------------- and Rank senior and are designated Retail Medium-Term Notes,
(Series Designator) ---------------------------------------------------
series C, Due Nine
--------------------------------------------------------------------------------
(Secured/Unsecured/Senior/Subordinated/Unsubordinated) Months or
More from the Date of Issue (the "Debt Obligations"), all issued or to be issued
under and pursuant to an Indenture dated as of __________, 2005, as amended (the
"Indenture"), duly executed and delivered by Issuer and Citigroup Inc., as
guarantor, to JPMorgan Chase Bank, N.A., as trustee ("Trustee"), to which
Indenture reference is hereby made for a description of the rights, duties, and
immunities thereunder of Trustee and the rights thereunder of the holders of the
Debt Obligations. As provided in the Indenture, the Debt Obligations may mature
at different times, may bear interest, if any, at different rates, may be
subject to different redemption and repayment provisions, if any, may be subject
to different sinking, purchase, or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary as in the
Indenture provided or permitted. The Debt Obligations aggregated with any other
indebtedness of Issuer of this Series are limited (except as provided in the
Indenture) to the principal amount of $5,000,000,000 designated as the
Medium-Term Notes of Issuer Due 9 Months or More from Date of Issue.
No reference herein to the Indenture and no provision of this Master Note
or of the Indenture shall alter or impair the obligation of Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest, if any, on each Debt Obligation at the times, places, and rates, and
in the coin or currency, identified on the records of Issuer.
At the request of the registered owner, Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the Debt Obligation which are evidenced thereby shall
no longer be evidenced by this Master Note.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto
________________________________________________________________________________
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________ attorney to transfer said Master Note on the books
of Issuer with full power of substitution in the premises.
______________________________________
Dated: (Signature)
Signature(s) Guaranteed: NOTICE: The signature on this
assignment must correspond with the
name as written upon the face of this
Master Note, in every particular,
without alteration or enlargement or
any change whatsoever.
================================================================================
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer of 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 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.
