Common use of Redemption Provisions Clause in Contracts

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13May 12, 2013 2011 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 The relevant provisions of Article Eleven of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. (a) The Securities are first sentence of Section 1104 of the Base Indenture shall not redeemable by apply to the Company Notes, and in lieu thereof, the following sentence shall be deemed included in the Indenture for the benefit of the Notes: Notice of redemption shall be given in the manner provided in Section 106 of the Base Indenture at least 10 but not more than 60 days prior to Maturitythe Redemption Date (or within such period as otherwise specified in this Supplemental Indenture), except upon the occurrence to each Holder of certain events involving United States taxationNotes to be redeemed, as set forth at such Holder’s address appearing in the Prospectus dated November 13Security Register; provided, 2013 Record Date: The business day immediately preceding each Interest Payment however, notice of redemption may be given more than 60 days prior to the Redemption Date Additional Terms: The Securities shall (i) when Notes are to be issuable redeemed pursuant to Article IV of the Base Indenture or (ii) as Registered Securities only. The Securities will specified in Section 3.3(b) of this Supplemental Indenture. (b) Notwithstanding anything herein to the contrary, notices may be initially represented by sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of the Indenture with respect to the Notes. (c) Notice of any redemption may, at the Company’s discretion, be subject to one or more global Securities registered in conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the name of The Depository Trust Redemption Date may be delayed up to 10 Business Days at the Company’s election. If such conditions precedent are not satisfied within 10 Business Days after the proposed Redemption Date, such redemption shall not occur and the notice thereof shall be deemed rescinded. If the conditions precedent are satisfied, the Company (“DTC”) or its nominees, as described in the Prospectus relating shall provide written notice to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 Trustee of the indenturesatisfaction of such conditions as soon as practicable following occurrence of the conditions. (d) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (e) Except as otherwise stated in this Article III or to the extent inconsistent with this Article III, dated as Article XI of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, Base Indenture shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;Notes.

Redemption Provisions. The Except in those situations in which the Company may become obligated to pay additional amounts (as described in the Final Prospectus), the Securities of this series are not redeemable by subject to redemption at the option of the Company or repayment at the option of the holder prior to Maturitymaturity. Form, except upon Delivery and Payment:Notwithstanding the occurrence provisions of certain events involving United States taxationSection 3, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one beneficial interests in a fully registered permanent global note without interest coupons attached in denominations of €1,000 (or more global Securities integral multiples thereof), which will be registered in the name of The Bank of New York Depository Trust Company (“DTC”Nominees) or its nominees, Limited as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown onnominee for, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenturedeposited on or about February 18, dated as of November 13, 2013, between the Company and 2004 with The Bank of New York MellonYork, as trustee common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme. Maturity Date:May 6, 2019. Other Provisions:none. Closing Date, Time and Location:May 5, 2004, 9:00 A.M. New York City time, Office of Mxxxxxxx & Fxxxxxxx LLP. Listing:Application will be made to list the Securities on the Luxembourg Stock Exchange. Stabilization:In connection with the distribution of the Securities, Banc of America Securities Limited or any person acting for it may over-allot or effect transactions which support the market price of the Securities at a level higher than that which might otherwise prevail for a limited period.However, there may be no obligation on Banc of America Securities Limited or any agent of Banc of America Securities Limited to do txxx.Xx doing so, Banc of America Securities Limited shall act as principal and not as agent of the Company.Stabilizing, if commenced, may be discontinued at any time and stabilization shall be borne, and any net profit arising therefrom shall be retained, by Banc of America Securities Limited for its own account. The Company confirms that it has been informed of the existence of the informational guidance published by the United Kingdom Financial Services Authority in relation to stabilization. Additional items to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e) at the time this Agreement is executed:none. SCHEDULE II Underwriters Principal Amount of Securities to be Purchased Banc of America Securities Limited €920,000,000 Banca IMI S.p.A. 10,000,000 Banco Bilbao Vizcaya Argentaria, S.A. 10,000,000 BNP Paribas 10,000,000 Banco Santander Central Hispano, S.A. 10,000,000 Credit Suisse First Boston (Europe) Limited 10,000,000 Bayerische Hypo- und Vereinsbank AG 10,000,000 ING Belgium SA/NV 10,000,000 The Royal Bank of Scotland plc 10,000,000 TOTAL............................................................................................................. €1,000,000,000 SCHEDULE III Jurisdictional Selling Restrictions: Each Underwriter severally represents and agrees that (i) it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom prior to the expiration of the period six months from the Closing Date, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995 (as amended), (ii) it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000 (the “Trustee”"FSMA")) (as amended from time to time, received by it in connection with the “Indenture”issue or sale of the Securities in circumstances in which Section 21(1) relating to defeasance and discharge and covenant defeasance, respectively, shall of the FSMA does not apply to the SecuritiesCompany, and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. All Each Underwriter severally represents and agrees that it will not offer, sell, transfer or deliver the provisions contained Securities in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2or from The Netherlands, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a as part of this Terms Agreement to their initial distribution or as part of any re-offering, and will not distribute or circulate the same extent Prospectus as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented or any other document in respect of the offering in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession. Each Underwriter severally represents and agrees that it will not offer or sell the Securities in the United States or to United States persons except if such offers or sales are made by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced through broker-dealers registered with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;U.S. Securities and Exchange Commission.

Redemption Provisions. (a) The Securities are first sentence of Section 1104 of the Base Indenture shall not redeemable by apply to the Company Notes, and in lieu thereof, the following sentence shall be deemed included in the Indenture for the benefit of the Notes: Notice of redemption shall be given in the manner provided in Section 106 of the Base Indenture at least 10 but not more than 60 days prior to Maturitythe Redemption Date (or within such period as otherwise specified in this Supplemental Indenture), except upon the occurrence to each Holder of certain events involving United States taxationNotes to be redeemed, as set forth at such Holder’s address appearing in the Prospectus dated November 13Security Register; provided, 2013 Record Date: The business day immediately preceding each Interest Payment however, notice of redemption may be given more than 60 days prior to the Redemption Date Additional Terms: The Securities shall (i) when Notes are to be issuable redeemed pursuant to Article IV of the Base Indenture or (ii) as Registered Securities only. The Securities will specified in Section 3.3(b) of this Supplemental Indenture. (b) Notwithstanding anything herein to the contrary, notices may be initially represented by sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of the Indenture with respect to the Notes. (c) Notice of any redemption may, at the Company’s discretion, be subject to one or more global Securities registered conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the Redemption Date may be delayed up to 10 Business Days at the Company’s election. If such conditions precedent are not satisfied within 10 Business Days after the proposed Redemption Date, such redemption shall not occur and the notice thereof shall be deemed rescinded. (d) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (e) Except as otherwise stated in the name of The Depository Trust Company (“DTC”) this Article III or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown onextent inconsistent with this Article III, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 Article XI of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, Base Indenture shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;Notes.

Redemption Provisions. The Securities are redeemable in whole, but not redeemable in part, by the Company prior to Maturityon September 1, except 2022 and also upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.Inc. — Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.Inc. — Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13May 12, 2013 2011 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 The relevant provisions of Article Eleven of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;:

Redemption Provisions. The Except in those situations in which the Company may become obligated to pay additional amounts (as described above or in the Final Prospectus), the Securities of this series are not redeemable by subject to redemption at the option of the Company or repayment at the option of the holder prior to Maturitymaturity. Form, except upon Delivery and Payment: Notwithstanding the occurrence provisions of certain events involving United States taxationSection 3, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one beneficial interests in a fully registered permanent global note without interest coupons attached in denominations of €50,000 (or more global Securities integral multiples thereof), which will be registered in the name of The Bank of New York Depository Trust Company (“DTC”Nominees) or its nominees, Limited as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown onnominee for, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenturedeposited on or about March 23, dated as of November 13, 2013, between the Company and 2005 with The Bank of New York MellonYork, as trustee common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme. Maturity Date: March 23, 2015. Other Provisions: none. Closing Date, Time and Location: March 23, 2005, 9:00 A.M. New York City time, Office of Xxxxxxxx & Xxxxxxxx LLP. Listing: Application will be made to list the Securities on the Luxembourg Stock Exchange. Stabilization: In connection with the distribution of the Securities, Banc of America Securities Limited or any person acting for it may over-allot or effect transactions which support the market price of the Securities at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on Banc of America Securities Limited or any agent of Banc of America Securities Limited to do this. In doing so, Banc of America Securities Limited shall act as principal and not as agent of the Company. Stabilizing, if commenced, may be discontinued at any time and stabilization shall be borne, and any net profit arising therefrom shall be retained, by Banc of America Securities Limited for its own account. The Company confirms that it has been informed of the existence of the informational guidance published by the United Kingdom Financial Services Authority in relation to stabilization. Additional items to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e) at the time this Agreement is executed: none. Banc of America Securities Limited € 540,000,000 UniCredit Banca Mobiliare S.p.A. 187,500,000 Bayerische Hypo- und Vereinsbank AG 7,500,000 Deutsche Bank AG London 7,500,000 ING Belgium SA/NV 7,500,000 TOTAL € 750,000,000 Each Underwriter represents and agrees that it has not publicly offered or sold and will not publicly offer or sell any Securities in, or to persons in, the Hellenic Republic, or engage in advertisements, notices, statements, or other actions in the Hellenic Republic, with a view to attracting resident investors in the Hellenic Republic to acquire Securities. The Underwriters shall comply with all applicable provisions of law 876/1979 and Presidential Decree 52/1992, as now in force, in respect of anything done with regard to the public offering of Securities in, from, or otherwise involving the Hellenic Republic. Each of the Underwriters has represented and agreed that it will not offer, sell, or deliver any Securities or distribute copies of the Final Prospectus or the Basic Prospectus or any other documents relating to the Securities in the Republic of Italy except to “professional investors”, as defined in Article 31.2 of Commissione Nazionale per le Società e la Borsa (the “TrusteeCONSOB”) Regulation No. 11522 of 1st July 1998 (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the SecuritiesRegulation No. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions11522”), a copy as amended, pursuant to Articles 30.2 and 100 of which you have previously receivedLegislative Decree No. 58 of 24th February 1998 (“Decree No. 58”), are herein incorporated or in any other circumstances where an express exemption from compliance with the solicitation restrictions provided by reference in their entirety and shall be deemed to be a part Decree Xx. 00 xx XXXXXX Xxxxxxxxxx Xx. 00000 of this Terms Agreement 14th May 1999 applies, provided however, that any such offer, sale, or delivery of Securities or distribution of copies of the Final Prospectus or the Basic Prospectus or any other document relating to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “Securities in the case Republic of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;Italy must be:

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13June 21, 2013 2006 Record Date: ................. The business day immediately June 15 or December 15 preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“"DTC”") or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. S.A./N.V., as operator of the Euroclear System, and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 The relevant provisions of Article Eleven of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “"Citigroup Inc.— Inc.-- Debt Securities — -- Underwriting Agreement — -- Basic Provisions” " and dated March 2, 2006 (the “"Basic Provisions”"), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) . Terms defined in the Basic Provisions are used herein as therein defined. The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange and to maintain such listing so long as any of the fourth sentence of the first paragraph of the Basic ProvisionsSecurities are outstanding, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securitiesprovided, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;however that:

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturitymaturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus Supplement, dated November 13August 24, 2013 2004, to the Prospectus, dated July 23, 2003 Record Date: ....................................... The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“"DTC”") or its nominees, as described in the Prospectus Supplement relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. S.A./N.V., as operator of the Euroclear System, and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the ProspectusProspectus Supplement. Principal and interest on the Securities shall be payable in United States dollars. The provisions of Sections 12.02 11.03 and 12.03 11.04 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— "Primerica Corporation -- Debt Securities — -- Underwriting Agreement — -- Basic Provisions” " and dated March 2January 12, 2006 1993 (the “"Basic Provisions”"), a copy of which you have previously received, are are, except as indicated below, herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of . Terms defined in the Basic Provisions, which is hereby deleted in its entirety and replaced Provisions are used herein as therein defined. Basic Provisions varied with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time respect to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;this Terms Agreement:

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Designated Securities will be initially represented by one redeemable, in whole at any time or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended part from time to time, at the “Indenture”option of the Company (a "Redemption Date"), at a redemption price (the "Redemption Price") relating equal to defeasance accrued and discharge and covenant defeasance, respectively, shall apply unpaid interest on the principal amount being redeemed to the Securities. All Redemption Date plus the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy greater of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) 100% of the fourth sentence principal amount of the first paragraph Designated Securities to be redeemed or (ii) the sum of the Basic Provisionspresent values of the remaining scheduled payments of principal and interest on the Designated Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, which is hereby deleted in its entirety and replaced with plus 20 basis points. If the following: “Company has given notice as provided in the case indenture and funds for the redemption of senior debt securitiesDesignated Securities called for redemption have been made available on the Redemption Date, an indenture dated as those Designated Securities will cease to bear interest on the Redemption Date. Thereafter, the only right of November 13, 2013, between the holders of those Designated Securities will be to receive payment of the Redemption Price. The Company and The Bank will give notice of New York Mellonany optional redemption to holders of the Designated Securities at their addresses, as trustee (such trustee or such shown in the Security Register, not more than 90 nor less than 30 days prior to the Redemption Date. The notice of redemption will specify, among other replacement or successor trustee as may be named for such senior debt securitiesitems, the “Senior Debt Trustee”) (Redemption Price and the principal amount of the Designated Securities held by such indenture, as it may from time holder to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;redeemed.

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturitymaturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus Supplement, dated November 13March 9, 2013 2005, to the Prospectus, dated September 2, 2004 Record Date: ......................... The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“"DTC”") or its nominees, as described in the Prospectus Supplement relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. S.A./N.V., as operator of the Euroclear System, and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the ProspectusProspectus Supplement. Principal and interest on the Securities shall be payable in United States dollars. The provisions of Sections 12.02 11.03 and 12.03 11.04 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— "Primerica Corporation -- Debt Securities — -- Underwriting Agreement — -- Basic Provisions” " and dated March 2January 12, 2006 1993 (the “"Basic Provisions”"), a copy of which you have previously received, are are, except as indicated below, herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of . Terms defined in the Basic Provisions, which is hereby deleted in its entirety and replaced Provisions are used herein as therein defined. Basic Provisions varied with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time respect to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;this Terms Agreement:

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13December 29, 2013 2016 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 11.02 and 12.03 11.03 of the indenture, dated as of November 13April 12, 20132001, between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2October 17, 2006 2016 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;:

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13May 12, 2013 2011 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 The relevant provisions of Article Eleven of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.Inc. — Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 The relevant provisions of Article Eleven of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) Indenture relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;