Ssbh Capital Iv Sample Contracts

Cgmh Capital Iv – SEVENTH SUPPLEMENTAL INDENTURE (October 28th, 2004)

Exhibit 4(v) CITIGROUP GLOBAL MARKETS HOLDINGS INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of October 22, 2004 Supplemental Indenture to the Indenture dated as of December 1, 1988, providing for the issuance of series of subordinated debt securities SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 22, 2004 (the "Seventh Supplemental Indenture"), between Citigroup Global Markets Holdings Inc., a corporation duly organized and existing under the laws of the State of New York and formerly known as Salomon Smith Barney Holdings Inc (the "Company"), and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws of the State of

Cgmh Capital Iv – SIXTH SUPPLEMENTAL INDENTURE (October 8th, 2004)

Exhibit 4(u) CITIGROUP GLOBAL MARKETS HOLDINGS INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 10, 2003 Supplemental Indenture to the Indenture dated as of December 1, 1988, providing for the issuance of series of subordinated debt securities SIXTH SUPPLEMENTAL INDENTURE, dated as of July 10, 2003 (the "Sixth Supplemental Indenture"), between Citigroup Global Markets Holdings Inc., a corporation duly organized and existing under the laws of the State of New York and formerly known as Salomon Smith Barney Holdings Inc. (the "Company"), and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws of the State of New York and f

Cgmh Capital Iv – MEDIUM-TERM SENIOR NOTE, SERIES D (October 8th, 2004)

Exhibit 4(ee) BEARER PRINCIPAL AMOUNT No. FX ___ OR FACE AMOUNT $________________________ CUSIP:___________________ CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE TEMPORARY GLOBAL NOTE REPRESENTING MEDIUM-TERM SENIOR NOTE, SERIES D DUE NINE MONTHS OR MORE FROM DATE OF ISSUE (FIXED RATE) THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PRO

Cgmh Capital Iv – MEDIUM-TERM SENIOR NOTE, SERIES D (October 8th, 2004)

Exhibit 4(cc) REGISTERED PRINCIPAL AMOUNT No. FX ___ OR FACE AMOUNT $_______________ CUSIP:__________ CITIGROUP GLOBAL MARKETS HOLDINGS INC. MEDIUM-TERM SENIOR NOTE, SERIES D DUE NINE MONTHS OR MORE FROM 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:

Cgmh Capital Iv – MEDIUM TERM NOTE - MASTER NOTE (October 8th, 2004)

EXHIBIT 4(gg) [DTC LOGO] MEDIUM TERM NOTE - MASTER NOTE _____________________, 2004 (Date of Issuance) CITIGROUP GLOBAL MARKETS HOLDINGS INC. ("Issuer"), a corporation organized and existing under the laws of the State of NEW YORK, 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,

Cgmh Capital Iv – SEVENTH SUPPLEMENTAL INDENTURE (October 8th, 2004)

Exhibit 4(v) CITIGROUP GLOBAL MARKETS HOLDINGS INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of October ____, 2004 Supplemental Indenture to the Indenture dated as of December 1, 1988, providing for the issuance of series of subordinated debt securities SEVENTH SUPPLEMENTAL INDENTURE, dated as of October ___, 2004 (the "Seventh Supplemental Indenture"), between Citigroup Global Markets Holdings Inc., a corporation duly organized and existing under the laws of the State of New York and formerly known as Salomon Smith Barney Holdings Inc. (the "Company"), and Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws of the State of New

Cgmh Capital Iv – MEDIUM-TERM SENIOR NOTE, SERIES D (October 8th, 2004)

Exhibit 4(dd) BEARER PRINCIPAL AMOUNT No. FX ___ OR FACE AMOUNT $____________ CUSIP:_______ CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE MEDIUM-TERM SENIOR NOTE, SERIES D DUE NINE MONTHS OR MORE FROM DATE OF ISSUE (FIXED RATE) ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH BELOW WILL BE COMPLETED

Cgmh Capital Iv – MEDIUM-TERM SENIOR NOTE, SERIES D (October 8th, 2004)

Exhibit 4(ff) BEARER PRINCIPAL AMOUNT No. FX ___ OR FACE AMOUNT $_______________ CUSIP:__________ CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE PERMANENT GLOBAL NOTE REPRESENTING MEDIUM-TERM SENIOR NOTE, SERIES D DUE NINE MONTHS OR MORE FROM DATE OF ISSUE (FIXED RATE) THIS SECURITY IS A PERMANENT GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR INDIVIDUAL BEARER NOTES, WITH COUPONS, IF ANY, IN THE DENOMINATION OF U.S. $10,000 OR ANY LARGER AMOUNT THAT IS AN INTEGRAL MULTIPLE OF U.S. $1,000 (OR

Cgmh Capital Iv – INDENTURE (October 8th, 2004)

Exhibit 4(oo) ================================================================================ CITIGROUP GLOBAL MARKETS HOLDINGS INC. TO JPMORGAN CHASE BANK Trustee -------------- INDENTURE Dated as of _____________, 2004 -------------- Providing for the issuance of Junior Subordinated Debt Securities ================================================================================ TABLE OF CONTENTS PAGE RECITALS OF THE COMPANY..

Ssbh Capital Iv – ELEVENTH SUPPLEMENTAL INDENTURE (July 1st, 1999)

1 Exhibit 4(tt) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE FIRST NATIONAL BANK OF CHICAGO, Successor Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of December 1, 1988 providing for the issuance of series of senior debt securities. 2 ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Eleventh Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of t

Ssbh Capital Iv – FIRST SUPPLEMENTAL INDENTURE (July 1st, 1999)

1 Exhibit 4(xx) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE CHASE MANHATTAN BANK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of January 28, 1998 providing for the issuance of series of junior subordinated debt securities 2 FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "First Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware and the successor to Salomon Inc ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York

Ssbh Capital Iv – FIFTH SUPPLEMENTAL INDENTURE (July 1st, 1999)

1 Exhibit 4(uu) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and BANKERS TRUST COMPANY, Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of December 1, 1988 providing for the issuance of series of subordinated debt securities. 2 FIFTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Fifth Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New Yor

Ssbh Capital Iv – SECOND SUPPLEMENTAL INDENTURE (July 1st, 1999)

1 Exhibit 4(vv) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE BANK OF NEW YORK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of October 27, 1993 providing for the issuance of series of senior debt securities. 2 SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Second Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York (the "Merger Company"), and THE BANK OF

Ssbh Capital Iv – SECOND SUPPLEMENTAL INDENTURE (July 1st, 1999)

1 Exhibit 4(ww) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE CHASE MANHATTAN BANK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of January 18, 1994 providing for the issuance of series of senior debt securities. 2 SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Second Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware and the successor to Salomon Inc ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York (the

Ssbh Capital Iv – FIRST SUPPLEMENTAL INDENTURE (December 1st, 1997)

1 Exhibit 4(t) ================================================================================ SALOMON SMITH BARNEY HOLDINGS INC. TO THE CHASE MANHATTAN BANK Trustee ---------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of January 18, 1994 ================================================================================ 2 This First Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November 28, 1997 between Salomon Smith Barney Holdings Inc., a Delaware corporation formerly known as Salomon Inc (the "Company"), and The Chase Manhattan Bank, (the "Trustee"), as Trustee unde

Ssbh Capital Iv – TEMPORARY GLOBAL NOTE (December 1st, 1997)

1 Exhibit 4(w)(i) FORM OF SERIES H TEMPORARY GLOBAL NOTE SALOMON SMITH BARNEY HOLDINGS INC. TEMPORARY GLOBAL NOTE (FLOATING OR INDEXED RATE) representing BEARER PRINCIPAL OR FACE AMOUNT NO. FX-___________ TRANCHE NO.__ MEDIUM-TERM NOTES, SERIES H THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANG

Ssbh Capital Iv – GLOBAL NOTE (December 1st, 1997)

1 Exhibit 4(y)(i) REGISTERED PRINCIPAL AMOUNT OR FACE AMOUNT GLOBAL NOTE NO. FL_____ SALOMON SMITH BARNEY HOLDINGS INC. NOTES, SERIES J (FLOATING OR INDEXED RATE) CUSIP Due More Than Nine Months from Date of Issue UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZ

Ssbh Capital Iv – FIRST SUPPLEMENTAL INDENTURE (December 1st, 1997)

1 Exhibit 4(r) ================================================================================ SALOMON SMITH BARNEY HOLDINGS INC. TO THE BANK OF NEW YORK Trustee --------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of October 27, 1993 ================================================================================ 2 This First Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November 28, 1997 between Salomon Smith Barney Holdings Inc., a Delaware corporation formerly known as Salomon Inc (the "Company"), and The Bank of New York (the "Trustee"), as Trustee unde

Ssbh Capital Iv – THIRD SUPPLEMENTAL INDENTURE (December 1st, 1997)

1 Exhibit 4(p) ================================================================================ SALOMON SMITH BARNEY HOLDINGS INC. TO BANKERS TRUST COMPANY Trustee -------------------------------------- THIRD SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of December 1, 1988 ================================================================================ 2 This Third Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November 28, 1997 between Salomon Smith Barney Holdings Inc., a Delaware corporation formerly known as Salomon Inc (the "Company"), and Bankers Trust Company (the "Trustee"), as Truste

Ssbh Capital Iv – PERMANENT GLOBAL NOTE (December 1st, 1997)

1 Exhibit 4(x)(i) FORM OF SERIES H PERMANENT GLOBAL FLOATING OR INDEXED RATE NOTE BEARER PRINCIPAL AMOUNT No. FL- OR FACE AMOUNT SALOMON SMITH BARNEY HOLDINGS INC. PERMANENT GLOBAL NOTE (Floating or Indexed Rate) representing MEDIUM-TERM NOTES, SERIES H Due More Than Nine Months from Date of Issue THIS SECURITY IS A PERMANENT GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR INDIVIDUAL BEARER NOTES, WITH COUPONS, IF ANY, IN THE DENOMINATION OF U.S. $10,000 OR ANY LARGER AMOUNT THAT IS AN INTEGRAL MULTIPLE OF U.S. $1,000 (OR SUCH OTHER DENOMINATIONS AS ARE SPECIFIED BELOW FOR ANOTH

Ssbh Capital Iv – TENTH SUPPLEMENTAL INDENTURE (December 1st, 1997)

1 Exhibit 4(l) ================================================================================ SALOMON SMITH BARNEY HOLDINGS INC. TO CITIBANK, N.A. Trustee -------------------------------------------- TENTH SUPPLEMENTAL INDENTURE Dated as of November 28, 1997 Supplemental to Indenture dated as of December 1, 1988 ================================================================================ 2 This Tenth Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of November 28, 1997 between Salomon Smith Barney Holdings Inc., a Delaware corporation formerly known as Salomon Inc (the "Company"), and Citibank, N.A., a national banking association (

Ssbh Capital Iv – FORM OF SERIES H FLOATING RATE OR INDEXED RATE BEARER NOTE (December 1st, 1997)

1 Exhibit 4(v)(i) FORM OF SERIES H FLOATING RATE OR INDEXED RATE BEARER NOTE BEARER PRINCIPAL AMOUNT OR FACE AMOUNT SALOMON SMITH BARNEY HOLDINGS INC. No. FL- MEDIUM-TERM NOTE, SERIES H (FLOATING RATE OR INDEXED RATE) CUSIP Due More Than Nine Months from Date of Issue ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE D

Ssbh Capital Iv – CERTIFICATE OF INCORPORATION (December 1st, 1997)

1 Exhibit 4a AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SALOMON SMITH BARNEY HOLDINGS INC. The undersigned, Robert H. Mundheim, certifies that he is the General Counsel and Secretary of Salomon Smith Barney Holdings Inc, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and does hereby further certify as follows: (1) The name of the Corporation is Salomon Smith Barney Holdings Inc. (2) The name under which the Corporation was originally incorporated was Engelhard Industries, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 1960. (3) This Amended and Restated Certifica

Ssbh Capital Iv – CERTIFICATE OF AMENDMENT (November 17th, 1997)

1 EXHIBIT 4(w) CERTIFICATE OF AMENDMENT OF SBH CAPITAL III 1. The name of the Trust is SBH Capital III. 2. Pursuant to this Certificate of Amendment, the name of the Business Trust will be changed to SSBH Capital III. To effect this change, Article 1. of the Certificate of Trust is hereby amended to read as follows: 1. The name of the business trust being formed hereby ("the Trust") is SSBH Capital III. IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed this 24th day of October, 1997. /s/ Charles W. Scharf ------------------------------------ Name: Charles W. Scharf, as

Ssbh Capital Iv – PREFERRED SECURITIES GUARANTEE AGREEMENT (November 17th, 1997)

1 EXHIBIT 4(ii) ================================================================================ PREFERRED SECURITIES GUARANTEE AGREEMENT SSBH Capital IV Dated as of __________ __, 1997 ================================================================================ 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation....................... 1 ARTICLE II

Ssbh Capital Iv – INDENTURE (November 17th, 1997)

1 EXHIBIT 4(cc) ================================================================================ SALOMON SMITH BARNEY HOLDINGS INC. TO THE CHASE MANHATTAN BANK Trustee --------------- INDENTURE Dated as of ________, __, 1997 --------------- ================================================================================ 2 TABLE OF CONTENTS Page ---- PARTIES........................................................... 1 RECITALS OF THE COMPANY........................................... 1

Ssbh Capital Iv – CERTIFICATE OF AMENDMENT (November 17th, 1997)

1 EXHIBIT 4(v) CERTIFICATE OF AMENDMENT OF SBH CAPITAL II 1. The name of the Trust is SBH Capital II. 2. Pursuant to this Certificate of Amendment, the name of the Business Trust will be changed to SSBH Capital II. To effect this change, Article 1. of the Certificate of Trust is hereby amended to read as follows: 1. The name of the business trust being formed hereby (the "Trust") is SSBH Capital II. IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed this 24th day of October, 1997. /s/ Charles W. Scharf ------------------------------------ Name: Charles W. Scharf, as

Ssbh Capital Iv – CERTIFICATE OF AMENDMENT (November 17th, 1997)

1 EXHIBIT 4(u) CERTIFICATE OF AMENDMENT OF SBH CAPITAL I 1. The name of the Trust is SBH Capital I. 2. Pursuant to this Certificate of Amendment, the name of the Business Trust will be changed to SSBH Capital I. To effect this change, Article 1. of the Certificate of Trust is hereby amended to read as follows: 1. The name of the trust being formed hereby ("the Trust") is SSBH Capital I. IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed this 24th day of October, 1997. /s/ Charles W. Scharf ---------------------------------------- Name: Charles W. Scharf, as

Ssbh Capital Iv – PREFERRED SECURITIES GUARANTEE AGREEMENT (November 17th, 1997)

1 EXHIBIT 4(gg) ================================================================================ PREFERRED SECURITIES GUARANTEE AGREEMENT SSBH Capital II Dated as of __________ __, 1997 ================================================================================ 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation.................................. 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application...............................

Ssbh Capital Iv – PREFERRED SECURITIES GUARANTEE AGREEMENT (November 17th, 1997)

1 EXHIBIT 4(hh) ================================================================================ PREFERRED SECURITIES GUARANTEE AGREEMENT SSBH Capital III Dated as of __________ __, 1997 ================================================================================ 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation....................... 1 ARTICLE II

Ssbh Capital Iv – PREFERRED SECURITIES GUARANTEE AGREEMENT (November 17th, 1997)

1 EXHIBIT 4(ff) ================================================================================ PREFERRED SECURITIES GUARANTEE AGREEMENT SSBH Capital I Dated as of __________ __, 1997 ================================================================================ 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation....................... 1 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application..................... 4