Common use of Additional Terms Clause in Contracts

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”) (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;

Additional Terms. The Securities shall be issuable as Registered Securities only. The Securities Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior to such Incremental Increase 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, automatically 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”) (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 without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a part portion of this Terms Agreement such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the same extent as if necessary to keep the Basic Provisions had been outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures 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;2.02.

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”) (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;

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”) (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: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333-192302333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; • The final clause of · Section 1(e) 1(d), which is hereby deleted in its entirety;entirety and replaced with “Reserved”; and

Additional Terms. The Securities shall be issuable as Registered Securities only. The Securities Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior to such Incremental Increase 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, automatically 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”) (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 without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a part portion of this Terms Agreement such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the same extent as if necessary to keep the Basic Provisions had been outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Loan Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures 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;2.02.

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”) (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;

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”) (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: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333-192302333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; • The final clause of · Section 1(e) 1(d), which is hereby deleted in its entiretyentirety and replaced with “Reserved”;

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”) (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 . Terms defined in the fourth sentence of Basic Provisions are used herein as therein defined. In addition to the first paragraph representations and warranties provided by the Company in Section 1 of the Basic Provisions, which is hereby deleted the Company represents and warrants to, and agrees with, each Underwriter that, when issued and delivered pursuant to the Basic Provisions and the terms of this Terms Agreement, the Securities will be “FDIC-guaranteed debt” as defined in its entirety and replaced 12 CFR Section 370.2(i). In addition to the agreements made by the Company in Section 5 of the Basic Provisions, the Company agrees 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;several Underwriters that:

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”) (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;

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”) (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: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333-192302333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; • The final clause of · Section 1(e) 1(d), which is hereby deleted in its entiretyentirety and replaced with “Reserved”;

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;

Additional Terms. The Securities shall be issuable In order to induce Buyer to execute and deliver this Amendment Number Two, Seller hereby agrees as Registered Securities only. The Securities will be initially represented by one or more global Securities registered follows, notwithstanding anything in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating any Program Document to the Securities. Beneficial interests contrary: (a) For the period commencing as of the date of this Amendment Number Two to and including April 15, 2008, Buyer shall have no obligation to enter into any new Transactions; (b) For the period commencing as of the date of this Amendment Number Two to and including April 15, 2008, Seller shall deliver to Buyer daily reports (in the Securities will be shown ona format that is mutually acceptable to Buyer and Seller) setting forth Seller’s (i) liquidity status (including Seller’s Unrestricted Cash), (ii) ▇▇▇▇ to market positions and advance rates with respect to all loans and securities on Seller’s consolidated books, 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 (iii) any other information that Buyer reasonably requests; provided that for so long as no Transactions are outstanding as of November 13April 15, 20132008 and no new Transactions are entered into at any time after April 15, between the Company and The Bank of New York Mellon2008, as trustee (the “Trustee”) (the “Indenture”) relating Seller shall not be obligated to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securitiesprovide Buyer any such daily reports. 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 Seller shall be deemed to be a part of this Terms Agreement to make the same extent as if the Basic Provisions had been representation set forth in full herein, except for: • Clause (iSection 13(h) of the fourth sentence Agreement upon delivery of each such report. (c) Seller agrees that as of April 15, 2008, Buyer shall have the right, exercisable in its sole discretion, to immediately reduce the Par Percentage and MV Percentage with respect to each Purchased Asset set forth on Exhibit A to the Pricing Side Letter by five percent (5%). (d) Seller shall grant to Buyer and its Affiliates the right to act as the lead underwriter in connection with the next securitization or other similar public or private pass-through disposition of any Loan sponsored by Seller or an Affiliate thereof, for a market-rate fee. Any breach of any of the first paragraph foregoing covenants shall constitute an Event of Default under Section 19(c) of the Basic ProvisionsAgreement, 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;without any grace period.

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. 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, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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;

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”) (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: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333-192302333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; • The final clause of — Section 1(e) 1(d), which is hereby deleted in its entiretyentirety and replaced with “Reserved”;

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sold outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States Japanese Yen; however, when interests in the Securities are held through DTC, all payments in respect of such Securities will be made in U.S. dollars, unless the holder of a beneficial interest in the Securities elects to receive payment in Japanese Yen. 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, and any funds or securities deposited pursuant to the defeasance provisions will be Japanese Yen or Japanese government notes. 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;

Additional Terms. The Securities Condition 4(b)(i) 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”) (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: “ (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the case Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of senior debt securitiesthe net issue proceeds of the Securities are deposited in the Cash Deposit Account, an indenture dated as of November 13then the Counterparty may, 2013, between at any time during the Company Initial Replacement Period (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 on one or more indentures supplemental theretooccasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Senior Debt IndentureInitial Collateral Securities”),; 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”; • ). The first parenthetical Counterparty may, in Section 1(arespect of each redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Reduction Amount to the Counterparty under the terms of the Swap Agreement. The Trustee shall release the relevant portion of the Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which is specifies the inclusion of such Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in accordance with Condition 4(b)(i)(2) and (3); and 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of the Initial Charged Assets, the Reference Forward Collateral Securities are hereby deleted specified to be EUR 3,800,000 nominal amount of EUR 1,500,000,000 3.75% Fixed Rate Securities due 2018 issued by BBVA Senior Finance S.A. ISIN CODE: XS0872702112 and; 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its entirety sole and replaced with absolute discretion select other Eligible Bonds instead of the following: “(File No. 333-192302Reference Forward Collateral Securities for Substitution in whole or in part by giving a Substitution Notice pursuant to Condition 4(b)(i)(2)”; • The final clause of Section 1(e) is hereby deleted in its entirety;.

Additional Terms. The Securities A. In order to enable Vendor to meet cross-border transfer requirements under applicable EEA data protection laws, the parties hereby agree that the terms of the Standard Contractual Clauses shall be issuable apply, including the appendices attached thereto, where Personal Data is transferred from the Vendor as Registered Securities onlya controller located in the EEA to Nasdaq as a controller, where Nasdaq receives such Personal Data in a Third Country. The Securities will be initially represented by one or more global Securities registered terms of the Standard Contractual Clauses shall supersede any conflicting terms in the name Agreement and this DPA. B. To the extent this DPA applies to Personal Data transferred by Vendor to Nasdaq, Nasdaq assumes all rights and obligations as “data importer” 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 such Personal Data under the limited circumstances described in Standard Contractual Clauses and Vendor assumes all rights and obligations as “data exporter” under the Prospectus. Principal and interest on Standard Contractual Clauses of such Personal Data. C. Nasdaq may terminate 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”) (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 Standard Contractual Clauses (i) if and when the Agreement expires or is terminated or (ii) if Nasdaq offers an alternative compliance standard for the lawful transfer of Personal Data to the Third Country in which Nasdaq receives the Personal Data recognized under applicable law. Vendor may terminate the Standard Contractual Clauses at Vendor’s discretion by written notice pursuant to the notice terms provided in the Agreement. D. The Agreement and Sections A through G of this DPA shall apply only between the parties and shall not confer any rights to any third parties. With respect to the rights and obligations of the fourth sentence parties vis-à-vis each other, and if and to the extent either party asserts rights or remedies against the other party, the terms of this DPA shall control. E. With respect to requests for audit by Vendor pursuant to II (g) of the first paragraph attached Standard Contractual Clauses (Annex I), the parties agree that Nasdaq Information Security team may provide Vendor with information on information security measures in place in relation to the Personal Data processed under this DPA and that such shall satisfy any request for an audit. Vendor is permitted to make one such request in any twelve-month period. To the extent the Vendor makes additional requests for audits in the same twelve-month period, the Vendor shall reimburse Nasdaq for any reasonable costs that are incurred by Nasdaq in connection with such additional audits. F. Vendor represents and warrants that it has complied with applicable law, including data protection laws, related to its collection, processing and transfer of Personal Data to Nasdaq and further represents and warrants that, to the extent required by applicable law, it has obtained all necessary consents from and/or provided all necessary notices to data subjects for Nasdaq to use such Personal Data that it receives as a controller from Vendor for its own lawful business purposes. Except as expressly stated otherwise, in the event of any conflict between the terms of the Basic Provisions, which is hereby deleted in its entirety Agreement and replaced with the following: “in the case terms 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 securitiesthis DPA, the “Senior Debt Trustee”) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, relevant terms of this DPA shall take precedence. G. All other terms and conditions of 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;Agreement remain unchanged.

Additional Terms. The Securities 12. Though CareFirst disputes the District’s contention that its current practices violate D.C. Code §§ 32-1303(1)-(2); § 32-1305(a) in any way, CareFirst on a voluntary basis will agree that if CareFirst involuntarily discharges an employee who owes CareFirst money under the Tuition Assistance Program, CareFirst will not apply the employee’s final paycheck to the amount owed. If the employee’s involuntary discharge involves severance payments, CareFirst may deduct the amount owed from those severance payments so long as there is no deduction from the final wages owed to an employee. 13. This Settlement Agreement shall be issuable as Registered Securities onlyconsidered effective and fully executed on the Effective Date. The Securities will This Settlement Agreement may be initially represented by one or more global Securities registered executed 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 oncounterparts, 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”) (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 facsimile or .pdf signature shall be deemed to be, and shall have the same force and effect, as an original signature. Copies of signature pages transmitted electronically shall have the same effect as originals of those signature pages. 14. CareFirst shall not knowingly permit third parties authorized by CareFirst to act on its behalf to engage in practices that would be a part violative of this Terms Settlement Agreement. 15. This Settlement Agreement represents the full and complete terms of the settlement entered by the Parties. In any action undertaken by the Parties, neither prior versions of this Settlement Agreement nor prior versions of any of its terms may be introduced for any purpose whatsoever. 16. In entering into this Settlement Agreement, the parties are neither extinguishing any rights otherwise available to CareFirst’s employees or former employees, except with respect to the claims released, nor creating any right not otherwise available under the laws of the District of Columbia. 17. All notices sent pursuant to this Settlement Agreement shall be provided to the following address via first class and electronic mail, unless a different address is specified in writing by the party changing such address: Graham Lake Chief, Workers’ Rights and Antifraud Section Office of the Attorney General ▇▇▇ ▇▇▇ ▇▇., ▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Assistant General Counsel CareFirst BlueCross BlueShield ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ St. Baltimore, Maryland 21224 ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ 18. Any failure by any party to this Settlement Agreement to insist upon the same extent strict performance by any other party of any of the provisions of this Settlement Agreement shall not be deemed a waiver of any of the provisions of this Settlement Agreement, and such party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Settlement Agreement. 19. If any clause, provision or section of this Settlement Agreement shall, for any reason, be held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other clause, provision or section of this Settlement Agreement and this Settlement Agreement shall be construed and enforced as if the Basic Provisions such illegal, invalid or unenforceable clause, section or other provision had not been set forth contained herein. 20. Nothing in full herein, except for: • Clause (i) this Settlement Agreement shall be construed as relieving CareFirst of the fourth sentence obligation to comply with all state and federal laws, regulations or rules, nor shall any of the first paragraph provisions of this Settlement Agreement be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. 21. CareFirst shall provide a copy of this Settlement Agreement to each of its current and future principals, officers, directors, and managers having decision-making authority with respect to the Basic Provisions, which is hereby deleted subject matter of this Settlement Agreement. 22. CareFirst shall not form a separate entity or corporation for the purpose of engaging in its entirety and replaced with the following: “acts or practices 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 whole 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 part that are prohibited 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 Settlement Agreement.

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC notes elects to receive payment in Australian 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”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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;

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”"), Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream International ("Clearstream") or its their respective 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. 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 Euros; however, when beneficial interests in the Securities are held through DTC, all payments in respect of such Securities will be made in United States dollars, unless the holder of such beneficial interest elects payment in Euros as described in the Prospectus Supplement. 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”) (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:

Additional Terms. The Securities shall be issuable Additional terms and conditions as Registered Securities only. The Securities will be initially represented by one or more global Securities registered stated in the name of The Depository Trust Company Addenda, Policies, Schedules and Client Order Forms (“DTC”) or its nomineesQuotes), as described in the Prospectus relating may be modified by DAS Health from time 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”) (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 receivedtime, are herein hereby incorporated by reference in their entirety into and shall be deemed to be made a part of this Terms Agreement Agreement, including but not limited to the same extent DAS Standard Incorporated Terms & Conditions, End User License Agreement (“▇▇▇▇”), DAS Service Level Agreement (“SLA”), DAS Travel Policy, and DAS HIPAA Business Associate Agreement (“BAA”). Any conflict between this document and the terms of those documents shall be resolved in favor of this document. Copies of these documents are available online at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/documents. Client warrants and represents that s/he has accessed and read each of these Agreements, Policies, Schedules, and Client Order Form(s), agrees to be bound by them, and that each of the terms and conditions contained therein are hereby incorporated into and made a part of this Agreement as if the Basic Provisions they had been set forth written herewith. The following additional terms and conditions apply: a) In the event that Client has a Program Agreement in effect with DAS, such Program Agreement shall continue to remain in force according to its terms with respect to all other Products and Services except for SRA, which shall be governed by this Program Agreement. b) If included, SRA services will be provided during each Calendar Year for which (a) the SRA was initially ordered, or (b) 12 months’ MSC has been paid or agreed to be paid, and there has been no default or late payments by Client, or (c) a full year of MSC has been paid in advance. c) Subject to the terms contained herein, except for: • Clause (if “HIPAA Premier Subscription” has been ordered, the following services are included: i) Annual Comprehensive HIPAA Security Risk Assessment, including: Satisfy Meaningful Use Requirement – Core Objective – Protect electronic health information (Conduct or review a security risk assessment of the fourth sentence certified EHR technology), Live Risk Assessment Interview (Online Meeting), Live Risk Assessment Review (Online Meeting), Additional Security Recommendations, HIPAA Compliance Snapshot, Executive Summary Report, Detailed Findings Report, and Threats Analysis / Risk Determination ii) On-Demand HIPAA Security Training, including: Engaging Training Videos, Compliance Testing, Employee Certificates, Administrator Training Reports, New Hire Training, and Security Tips and Reminders iii) Use of Compliance Portal, including: Employee Access to Security Policies and Procedures, Business Associate Tracking, Security Incident Module, Server Room Access Tracking, Disaster Recovery Plan Storage, Articles and Reference Materials, and Contracts and Document Storage iv) 18 Customized Security Policies and Procedures, including: Videos Explaining Security Policies, Sample Business Associate Agreement, Sample Notice of Privacy Practices, Other Sample Templates v) $100,000 Financial Protection, including: Financial Protection from HIPAA Breach Expenses and HIPAA Fines. Click for more details on Financial Protection. **Financial Protection Only Available on 1-50 Employee Premier Subscriptions (not available on Essentials packages) d) Subject to the terms contained herein, if HIPAA Essential Subscription or any SRA option other than HIPAA Premier Subscription is selected, the following services are included: i) Annual Thorough HIPAA Security Risk Assessment, including: Satisfy Meaningful Use Requirement – Core Objective – Protect electronic health information (Conduct or review a security risk assessment of the certified EHR technology), Executive Summary Risk Assessment Report, Additional Security Recommendations, and Threats Analysis / Risk Determination ii) On-Demand HIPAA Security Training, including: Engaging Training Videos, Compliance Testing, Employee Certificates, Administrator Training Reports, New Hire Training, and Security Tips and Reminders iii) Use of Compliance Portal, including: Audit Book of Evidence, Business Associate Tracking, Security Incident Module, Server Room Access Tracking, Disaster Recovery Plan Storage, Articles and Reference Materials, and Contracts and Document Storage iv) 18 Customized HIPAA Security Policies and Procedures, including: Videos Explaining Security Policies, Sample Business Associate Agreement, Sample Notice of Privacy Practices, and Other Sample Templates v) Only available for up to 20 employees per Client; Clients with more than 20 employees will be required to upgrade to HIPAA Premier Subscription at an additional cost. e) In the event that the number of Client’s employees exceeds the maximum number included in the purchased package, Client will be required to purchase a higher level package that includes the correct number of employees, and pay the differential to bring them to the eligible package, retroactive from the time of first paragraph charge, with such payment to be made prior to the time of the Basic ProvisionsSRA. Failure to upgrade to the appropriate package will render the Client ineligible for any SRA, which and all payments made will be forfeited with no refund. f) It is Client’s sole responsibility to ensure that they are in compliance with HIPAA and all other applicable local, state, and federal laws and regulations. The SRA does not take the place of Client’s diligence and responsibility for compliance, and is only a tool to provide assistance in such compliance. DAS shall have no liability to Client for any loss occasioned by Client’s conduct or the conduct of Client’s officers, agents, contractors or employees. In no event shall DAS be liable to Client for direct, indirect, incidental or consequential damages, it being understood and agreed that Client hereby deleted in its entirety expressly waives any and replaced with the following: “in the case of senior debt securitiesall claims against DAS for any loss, an indenture dated as of November 13cost, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee damages or such other replacement or successor trustee as liability that may be named for such senior debt securities, the “Senior Debt Trustee”) (such indenture, incurred by Client as it may from time a result of DAS’ acts or failures 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;act hereunder.

Additional Terms. The Securities Condition 4(b)(i) 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”) (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: “ (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the case Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of senior debt securitiesthe net issue proceeds of the Securities are deposited in the Cash Deposit Account, an indenture dated as of November 13then the Counterparty may, 2013, between at any time during the Company Initial Replacement Period (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 on one or more indentures supplemental theretooccasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Senior Debt IndentureInitial Collateral Securities”),; 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”; • ). The first parenthetical Counterparty may, in Section 1(arespect of each redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Reduction Amount to the Counterparty under the terms of the Swap Agreement. The Trustee shall release the relevant portion of the Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which is specifies the inclusion of such Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of the Initial Charged Assets, the Reference Forward Collateral Securities are hereby deleted specified to be EUR 16,700,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its entirety sole and replaced with absolute discretion select other Eligible Bonds instead of the following: “(File No. 333-192302Reference Forward Collateral Securities for Substitution in whole or in part by giving a Substitution Notice pursuant to Condition 4(b)(i)(2)”; • The final clause of Section 1(e) is hereby deleted in its entirety;.

Additional Terms. PUT OPTION The Securities Calculation Agent has the right to require the Company to repurchase all (but not less than all) of the Notes on March 3, 2003 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding March 3, 2003 (the "Redemption Price"), by delivering written notice thereof to the Company on behalf of all (but not fewer than all) holders of the Notes (the "Put Notice"). Such Put Notice shall be issuable as Registered Securities onlygiven no later than 9:00 a.m. (New York time) on February 24, 2003. The Securities will Calculation Agent shall give the Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice, in which event the Put Notice shall be initially represented by one or more global Securities registered binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such request of the holders of a majority in principal amount of the name of The Depository Trust Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on March 3, 2003. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (“DTC”NEW YORK TIME) or its nomineesON FEBRUARY 20, as described in 2003. RESET OF INTEREST RATE FOR SECOND FIXED RATE PERIOD If the Prospectus relating Calculation Agent has not delivered the Put Notice to the Securities. Beneficial interests Company in accordance with the Securities will be shown onterms set forth under "Put Option" above, 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 the Calculation Agent, on February 24, 2003, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the period from and including March 3, 2003 to the Maturity Date. All references to specific hours are references to prevailing New York Mellontime. Each notice, bid or offer (including those given by the Reference Dealers [as trustee (the “Trustee”defined below]) (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 be given telephonically and shall be deemed confirmed as soon as possible by facsimile to be a part each of this Terms Agreement to the same extent as if Calculation Agent and the Basic Provisions had been Company. The times 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 below are guidelines for action by the Company and the Calculation Agent, and each shall use its best efforts to adhere to such times. The Bank of New York MellonCompany shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, as trustee AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (such trustee or such other replacement or successor trustee as may be named for such senior debt securitiesAS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (F) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON FEBRUARY 24, the “Senior Debt Trustee”2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (E) (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;BELOW.

Additional Terms. The Securities To the extent any conflict exists between this Certificate of Participation and the Participation Agreement, the terms of this Certificate of Participation shall control. To the extent any conflict exists between this Certificate of Participation and the Loan Documents, or between the Participation Agreement and the Loan Documents, the terms of the Loan Documents shall control. Except for terms defined in this Certificate of Participation or in the Loan Documents, all terms used herein shall have the same meaning as such terms are given in the Participation Agreement. All ordinary costs of loan servicing shall be issuable borne by Loan Participation Servicer. Unless specifically indicated otherwise in the Participation Agreement, all other costs, expenses (including attorneys’ fees) or losses incurred in connection with the Loan Participation (or Participation Loan) shall be shared on a pro rata basis based on Participant’s percentage interest in the Participation Loan. Participant hereby acknowledges that it is purchasing an undivided participation interest based upon its own independent credit judgment and not in reliance on any expressed or implied representations or warranties which may have been made by Lead Lender, except those set forth in the Participation Agreement and this Certificate of Participation. Unless otherwise prohibited or limited by the Loan Documents, Lead Lender may make additional loans (or leases) to Borrower without Participant’s prior written consent. Except as Registered Securities onlyotherwise agreed to by the parties, and except as may otherwise be determined by law, additional loans to a Borrower by Lead Lender will not be subordinated in any respects to loans in which Participant has purchased a participation. Unless otherwise agreed in this Certificate of Participation, the participated loan(s) may be cross-defaulted with other loans made by Lead Lender to Borrower or any other borrower related to the Borrower. For purposes of the preceding paragraphs, the term “loan” or “loans” shall include loan renewals and loan extensions and any transaction in which Lead Lender incurs any type of credit exposure to Borrower. Participant’s signature below constitutes an acceptance of Lead Lender’s offer of participation in the loans identified above and a waiver of any additional requirements on participation offers that may be imposed by the Participation Agreement. The Securities will be initially represented by one manually executed, facsimile transmitted, or more global Securities registered in the name electronically transmitted signature of The Depository Trust Company (“DTC”) either 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 both of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee parties hereto (the “Trustee”or their representatives) (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 an original. This Certificate of this Terms Agreement Participation may be executed in multiple, original counterparts, each of which shall constitute and serve as an original hereof (even if transmitted by facsimile, or by electronic mail), but all of which when taken together shall constitute one and the same agreement. Agreed to: <Lead Lender> By: ___________________________________ Its: ____________________________________ Agreed to: <Participant> By: ___________________________________ Its: ____________________________________ To the extent that the Lead Lender is permitted to vote and/or consent with respect to the same extent as if following rights under the Basic Provisions had been set forth Loan Documents, Lead Lender will not without the prior written consent of all affected participants in full herein, except for: • Clause a loan in which Participant has purchased a participation interest (isubject to Section 9(a) 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;Participation Agreement):

Additional Terms. Amendments The Securities shall (a) Majority Consenting Parties will execute amendments to the Existing Level 3 Credit Agreement and Existing Lumen Tech Credit Agreement and (b) the Consenting Parties that are holders of the applicable notes will consent to the applicable trustee executing the Supplemental Indentures (the amendments and supplemental indentures referred to in clauses (a) and (b) collectively, the “Amendments”). Subject to Section 2(a) of the Transaction Support Agreement, the Amendments may, if the Company so determines, among other things: (i) allow the Transactions to be issuable consummated, (ii) amend or remove any provisions or protections, including negative covenants, mandatory prepayment provisions, or other provisions, that may be amended or removed with the consent of the Required Lenders (as Registered Securities only. The Securities will be initially represented by defined in the applicable Existing Credit Agreement, and such applicable term in the Existing Indentures) and (iii) if applicable, direct the applicable administrative agent, trustee and collateral agent to enter into one or more global Securities registered intercreditor agreements in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating form and substance reasonably satisfactory 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 Majority Consenting Parties. The Bank Consenting Parties shall, pursuant to the documentation implementing the Amendments, waive any and all defaults or events of New York Mellondefault (if any) under the Existing Debt (other than any such default or event of default that requires a waiver from 100% of applicable holders or lenders). Paydowns The Transactions will include the following paydowns: (a) The Company shall repay or cause to be repaid (with no premium or penalty) the Existing Lumen Tech Term Loan A and Existing Lumen Tech Term Loan A-1 on the Closing Date, as trustee at par in an amount equal to up to $800 million of the aggregate principal amount of the Existing Lumen Term Loan A and Existing Lumen Tech Term Loan A-1 (the “TrusteeLumen Tech TLA / A-1 Loan Paydown”); and (b) The Company shall repay or cause to be repaid the Existing Qwest Term Loans at Closing (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 ProvisionsQwest Term Loan Paydown”). Implementation The Transactions will be implemented as follows: (a) The applicable Consenting Parties, 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 the agents and/or trustees under the Existing Level 3 Credit Agreement, Existing Lumen Tech Credit Agreement, Existing Level 3 3.400% Indenture, Existing Level 3 3.875% Indenture, Existing Level 3 4.625% Indenture, Existing Level 3 4.250% Indenture, Existing Level 3 3.625% Indenture, Existing Level 3 3.750% Indenture and Existing Lumen Tech 4.000% Indenture, will enter into the Amendments. (b) Prior to the closing of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securitiesthe Transactions, the “Company shall have completed the Level 3 2029 Exchange, Level 3 2030 Exchange, Level 3 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 Unsecured Notes Exchange and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;Lumen Tech Secured Exchange.

Additional Terms. The Securities Condition 4(b)(i) 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”) (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: “: (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the case Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of senior debt securitiesthe net issue proceeds of the Securities are deposited in the Cash Deposit Account, an indenture dated as of November 13then the Counterparty may, 2013, between at any time during the Company Initial Replacement Period (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 on one or more indentures supplemental theretooccasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Senior Debt IndentureInitial Collateral Securities”),; 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”; • ). The first parenthetical Counterparty may, in Section 1(arespect of each redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Reduction Amount to the Counterparty under the terms of the Swap Agreement. The Trustee shall release the relevant portion of the Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which is specifies the inclusion of such Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of the Initial Charged Assets, the Reference Forward Collateral Securities are hereby deleted specified to be EUR 1,600,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its entirety sole and replaced with absolute discretion select other Eligible Bonds instead of the following: “(File No. 333-192302Reference Forward Collateral Securities for Substitution in whole or in part by giving a Substitution Notice pursuant to Condition 4(b)(i)(2)”; • The final clause of Section 1(e) is hereby deleted in its entirety;.

Additional Terms. The Securities (a) Tenant shall pay the reasonable attorney's fees and other costs and expenses of Landlord incurred in connection with any request for Landlord's consent to any sale, conveyance, mortgage, pledge, assignment, sublease or other transfer or encumbrance. (b) A sublease will be null and void unless it complies with the rest of this Lease and provides that: (i) it is subject and subordinate to this Lease and that if there is any conflict or inconsistency between the sublease and this Lease, this Lease will prevail; (ii) Landlord may enforce all the provisions of the sublease, including the collection of rent; (iii) it may not be modified without Landlord's prior written consent and that any modification without this consent shall be issuable null and void; (iv) if this Lease is terminated or Landlord reenters or repossesses the Premises, Landlord may, at its option, take over all of Tenant's right, title and interest as Registered Securities only. The Securities sublessor and, at Landlord's option, the subtenant shall attorn to Landlord, but Landlord shall not be (x) liable for any previous act or omission of Tenant under the sublease, (y) subject to any existing defense or offset against Tenant, or (z) bound by any previous modification of the sublease made without Landlord's prior written consent or by any prepayment of more than one month's rent; and (v) it is ineffective until Landlord gives its written consent thereto. (c) An assignment will be initially represented null and void unless it complies with the rest of this Lease and provides that: (i) the assignee assumes all of Tenant's obligations under this Lease and agrees to be bound 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 all of the indenture, dated as terms of November 13, 2013, between this Lease; and (ii) it is ineffective until Landlord gives its written consent thereto. (d) The sublease or assignment otherwise must exactly match the Company last proposed sublease or assignment submitted by Tenant and The Bank of New York Mellon, as trustee approved by Landlord. A sublease or assignment will not be effective until a fully executed counterpart is delivered to Landlord and Landlord delivers its written consent thereto. (the “Trustee”e) (the “Indenture”) relating to defeasance This Article is binding on 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 2any purchaser, 2006 (the “Basic Provisions”)mortgagee, a copy of which you have previously receivedpledgee, 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 hereinassignee, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic Provisionssubtenant or other transferee or lienholder, 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;at every level.

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”) (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 Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: “: (i) Substitution at direction of Counterparty a) The Counterparty may, at any time during the Charged Asset Redemption Substitution Period (as defined below), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer and the Trustee (a "Substitution Notice"), require that any cash for the time being comprising the Charged Assets be replaced by Eligible Investments and the Trustee shall accordingly release the relevant Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. Each Substitution Notice will specify the nominal amount and the market value (as determined by the Counterparty in its sole and absolute discretion) of the Eligible Investments which will form the Charged Assets. A substitution may occur provided that: (A) upon any release of the substituted Charged Assets from the Security Interests, the replacement Charged Assets are secured by the Issuer on the same terms (mutatis mutandis) as the substituted Charged Assets; (B) all requirements of any relevant Stock Exchange or competent authority are complied with; (C) this Condition 4(b)(i) is complied with, where applicable; and (D) any other conditions specified in the case Issue Terms are complied with. Upon receipt of senior debt securitiesa Substitution Notice, the Issuer shall notify the Principal Paying Agent, the Custodian, the Calculation Agent and the Securityholders. b) The Counterparty shall bear and pay, and shall indemnify the Issuer and the Trustee against, all costs, expenses and taxes (including, without limitation, stamp duty) payable in connection with a substitution. Any cash standing to the credit of the Cash Deposit Account may be substituted in whole or in part (rounded down to the nearest whole denomination of relevant Eligible Investments) for an indenture dated Eligible Investment within 45 days of the deposit of such cash into the Cash Deposit Account (the “Charged Asset Redemption Substitution Period”) and such substitution shall be made on the Nominal Basis. c) When making a substitution on the Nominal Basis pursuant to Condition 4(b)(i)(a) and Condition 4(b)(i)(b) above, the nominal amount of the Eligible Investments being substituted to form part of the Charged Assets (“Replacement Charged Assets”), if denominated in a currency other than EUR, will be deemed to be an amount in EUR equal to the nominal amount of the Replacement Charged Assets converted into EUR at the spot rate for conversion of the relevant currency into EUR as of November 13, 2013, between the Company and The Bank date of New York Mellonsuch substitution, as trustee (determined by the Calculation Agent by reference to such trustee or sources as the Calculation Agent determines appropriate for the relevant conversion. An amount equal to such other replacement or successor trustee as may deemed EUR nominal amount shall be named for paid by the Issuer to the Counterparty from the Cash Deposit Account on the date of such senior debt securitiessubstitution, and, on the same date, the “Senior Debt Trustee”Counterparty will transfer the Replacement Charged Assets to the Issuer. d) (such indentureIf any substitution takes place pursuant to Condition 4(b)(i)(a) above, as it may from time to time be amended or supplemented by one or more indentures supplemental theretoon the Business Day following the final day of the Charged Asset Redemption Substitution Period, the “Senior Debt Indenture”),”; • The first parenthetical Agent, on behalf of the Issuer will notify the Securityholders in Section 1(a), which is hereby deleted accordance with Condition 15 (Notices) of the aggregate nominal amount of each of the securities forming the Charged Assets on such date in its entirety and replaced with the following: “(File Noform set out at Schedule 5 to the Issue Terms. 333-192302)”; • The final clause For the purposes of Section 1(e) is hereby deleted in its entirety;this Condition:

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 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, for Section 1 which is hereby deleted in its entirety and replaced with amended by adding “Except as otherwise publicly disclosed,” at the following: “beginning of paragraph (i). Terms defined in the case Basic Provisions are used herein as therein defined. The Execution Time means 5:20 p.m. (Eastern Time). The Company agrees to use its best efforts to have the Securities approved for listing on the regulated market of senior debt securitiesthe Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding; provided, an indenture dated as however, that if it is impracticable or unduly burdensome, in the good faith determination of November 13the Company, 2013to maintain such listing due to changes in applicable law or listing requirements occurring after the original issue date of the Securities, between the Company may de-list the Securities from the regulated market of the Luxembourg Stock Exchange and The Bank shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of New York Mellonthe Securities by another listing authority, as trustee (such trustee exchange or such other replacement system within or successor trustee as may be named for such senior debt securities, outside the “Senior Debt Trustee”) (such indenture, European Union as it may from time decide. If such an alternative admission is not available or is, in the Company’s opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities. The Underwriters hereby agree in connection with the underwriting of the Securities to time be amended comply with the requirements set forth in any applicable sections of Rule 5121 of the Financial Industry Regulatory Authority, Inc. Notwithstanding any other term of this Agreement or supplemented by one any other agreements, arrangements, or more indentures supplemental theretounderstanding between any relevant Underwriter and the Company, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a)Company acknowledges, which is hereby deleted in its entirety accepts, and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;agrees to be bound by:

Additional Terms. The Securities Allowed Unsecured Claim and the Allowed Administrative Claim shall be issuable as Registered Securities onlypermanently allowed and shall not be subject to objection or challenge, including but not limited to, recharacterization, subordination, avoidance or otherwise. If the VEBA Trust is established after the Effective Date, the 1114 Committee shall promptly assign the Allowed Unsecured Claim and/or the Allowed Administrative Claim (or portions thereof) or the proceeds thereof to the VEBA Trust. The Securities will be initially represented by one 1114 Committee or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nomineesVEBA Trust, as described applicable, shall have the right to sell, assign, convey or encumber the Allowed Unsecured Claim and the Allowed Administrative Claim. The Allowed Unsecured Claim may be split and sold in tranches (of not less than $5 million each) without further order of the Prospectus relating Court or consent by the Debtors. The 1114 Committee or the VEBA Trust, as applicable, shall comply with all laws, including applicable securities laws (if any), in connection with the sale or transfer of any claim. The Debtors shall not object to or otherwise contest any sale or transfer in accordance with this Agreement by the 1114 Committee or the VEBA Trust. The Debtors shall have no liability with respect to any sale or transfer of any claim. The holders of the Allowed Administrative Claim and Allowed Unsecured Claim, whether they be the 1114 Committee, the VEBA Trust (with respect to the Securities. Beneficial interests in 1114 Committee and the Securities will be shown onVEBA Trust, and transfers thereof will be effected only throughsubject to Section 9), records maintained by DTCor any purchaser or assignee of the claims or portion of the claims, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will shall be entitled to physical delivery of Securities in certificated form only under the limited circumstances described exercise any voting rights or receive any treatment or distribution as provided by any reorganization plan filed in the ProspectusBankruptcy Cases. Principal and interest on the Securities shall be payable in United States dollars. Sections 12.02 and 12.03 For administrative convenience of the indentureDebtors and maintenance of the claims register in these Bankruptcy Cases, dated as of November 13, 2013, between the Company and The Bank of New York Mellon1114 Committee or the VEBA Trust, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectivelyappropriate, shall apply use its commercially reasonable best efforts to notify the Securities. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2Debtors of any sale, 2006 (the “Basic Provisions”)assignment, 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) or conveyance of the fourth sentence Allowed Unsecured Claim (or any portion thereof) or the Allowed Administrative Claim (or any portion thereof) by the 1114 Committee or the VEBA Trust as soon as practicable after the sale, assignment, or conveyance by the 1114 Committee or the VEBA Trust; provided, however, that the providing of the first paragraph notice, the content of the Basic Provisionsnotice, which is hereby deleted or the failure to provide a notice will not in its entirety and replaced with any way affect or impair the following: “in the case validity of senior debt securitiesany such sale, an indenture dated as of November 13assignment, 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;conveyance.

Additional Terms. Section 12.10 of the Standard Terms shall apply as modified below to include the Warrantholders: “Prior to the date that is one year and one day after all distributions in respect of the Units have been made, none of the Trustee, the Trust, the Depositor or the Warrantholders shall take any action, institute any proceeding, join in any action or proceeding or otherwise cause any action or proceeding against any of the others under the United States Bankruptcy Code or any other liquidations, insolvency, bankruptcy, moratorium, reorganization or similar law (“Insolvency Law”) applicable to any of them, now or hereafter in effect, or which would be reasonably likely to cause any of the others to be subject to, or seek the protection of, any such Insolvency Law.” Compliance Certificate: The Trustee will provide to the Depositor an appropriate compliance certificate in connection with the annual report of the Depositor and/or the Trust and, upon the reasonable request of the Depositor, at other times, with respect to the Trustee's compliance with its duties and obligations under this Trust Agreement. A form of such certification is attached as Annex A. Officer’s Certificate: The Trustee will provide to the Depositor an appropriate officer’s certificate (or other such form that may be reasonably requested by the Depositor from the Trustee to conform to the requirements of Regulation AB of the Securities shall be issuable as Registered Securities only. The Securities will be initially represented Act of 1933) by one or more global Securities registered not later than March 15th of each year, starting in the name year following the year 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 issuance of the indenturerelated Units, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (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 forthat: • Clause (i) a review of the fourth sentence activities of the first paragraph Trustee during the preceding calendar year and of performance under this Trust Agreement has been made under such officer’s supervision; and (ii) to the best of such officer’s knowledge, based on such review, the Trustee has fulfilled all of its obligations under this Trust Agreement for such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status of such default, including the steps being taken by the trustee to remedy such default. Assessment of Compliance: On or prior to March 15th of each year, commencing with the year following the year of issuance of the Basic Provisionsrelated Units, which is hereby deleted in its entirety and replaced with the Trustee will be required to deliver to the Depositor an Assessment of Compliance (or other such form that may be reasonably requested by the Depositor from the Trustee to conform to the requirements of Regulation AB of the Securities Act of 1933) that contains 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;:

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. 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, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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;

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”) (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;

Additional Terms. The Securities Condition 4(b)(i) 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”) (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: “: (i) Substitution at direction of Counterparty (a) The Counterparty may, at any time during the Charged Asset Redemption Substitution Period (as defined below), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer and the Trustee (a "Substitution Notice"), require that any cash for the time being comprising the Charged Assets be replaced by Eligible Investments and the Trustee shall accordingly release the relevant Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. Each Substitution Notice will specify the nominal amount and the market value (as determined by the Counterparty in its sole and absolute discretion) of the Eligible Investments which will form the Charged Assets. A substitution may occur provided that: (A) upon any release of the substituted Charged Assets from the Security Interests, the replacement Charged Assets are secured by the Issuer on the same terms (mutatis mutandis) as the substituted Charged Assets; (B) all requirements of any relevant Stock Exchange or competent authority are complied with; (C) this Condition 4(b)(i) is complied with, where applicable; and (D) any other conditions specified in the case Issue Terms are complied with. Upon receipt of senior debt securitiesa Substitution Notice, the Issuer shall notify the Principal Paying Agent, the Custodian, the Calculation Agent and the Securityholders. (b) The Counterparty shall bear and pay, and shall indemnify the Issuer and the Trustee against, all costs, expenses and taxes (including, without limitation, stamp duty) payable in connection with a substitution. Any cash standing to the credit of the Cash Deposit Account may be substituted in whole or in part (rounded down to the nearest whole denomination of relevant Eligible Investments) for an indenture dated Eligible Investment within 45 days of the deposit of such cash into the Cash Deposit Account (the “Charged Asset Redemption Substitution Period”) and such substitution shall be made on the Nominal Basis. (c) When making a substitution on the Nominal Basis pursuant to Condition 4(b)(i)(a) and Condition 4(b)(i)(b) above, the nominal amount of the Eligible Investments being substituted to form part of the Charged Assets (“Replacement Charged Assets”), if denominated in a currency other than EUR, will be deemed to be an amount in EUR equal to the nominal amount of the Replacement Charged Assets converted into EUR at the spot rate for conversion of the relevant currency into EUR as of November 13, 2013, between the Company and The Bank date of New York Mellonsuch substitution, as trustee (determined by the Calculation Agent by reference to such trustee or sources as the Calculation Agent determines appropriate for the relevant conversion. An amount equal to such other replacement or successor trustee as may deemed EUR nominal amount shall be named for paid by the Issuer to the Counterparty from the Cash Deposit Account on the date of such senior debt securitiessubstitution, and, on the same date, the “Senior Debt Trustee”Counterparty will transfer the Replacement Charged Assets to the Issuer. (d) (such indentureIf any substitution takes place pursuant to Condition 4(b)(i)(a) above, as it may from time to time be amended or supplemented by one or more indentures supplemental theretoon the Business Day following the final day of the Charged Asset Redemption Substitution Period, the “Senior Debt Indenture”),”; • The first parenthetical Agent, on behalf of the Issuer will notify the Securityholders in Section 1(a), which is hereby deleted in its entirety and replaced accordance with Condition 15 (Notices) of the following: “(File Noaggregate nominal amount of each of the securities forming the Charged Assets on such date. 333-192302)”; • The final clause For the purposes of Section 1(e) is hereby deleted in its entirety;this Condition:

Additional Terms. The Securities Condition 4(b)(i) 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”) (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: “: (i) Substitution at direction of Counterparty 1) If, on the Issue Date, all or part of the net issue proceeds of the Securities are deposited in the case of senior debt securitiesCash Deposit Account, an indenture dated as of November 13then the Counterparty may, 2013, between at any time during the Company Initial Replacement Period (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 on one or more indentures supplemental theretooccasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Senior Debt IndentureInitial Collateral Securities”),; 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”; • ). The first parenthetical Counterparty may, in Section 1(arespect of each redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Reduction Amount to the Counterparty under the terms of the Swap Agreement. The Trustee shall release the relevant portion of the Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which is specifies the inclusion of such Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of the Initial Charged Assets, the Reference Forward Collateral Securities are hereby deleted specified to be EUR 2,400,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its entirety sole and replaced with absolute discretion select other Eligible Bonds instead of the following: “(File No. 333-192302Reference Forward Collateral Securities for Substitution in whole or in part by giving a Substitution Notice pursuant to Condition 4(b)(i)(2)”; • The final clause of Section 1(e) is hereby deleted in its entirety;.

Additional Terms. Amendments The Securities shall (a) Consenting Parties that are holders of Existing Level 3 Term Loans and Existing Lumen Tech Term Loans, as applicable, will execute amendments to the Existing Level 3 Credit Agreement and Existing Lumen Tech Credit Agreement and (b) the Consenting Parties that are holders of the applicable notes will consent to the applicable trustee executing the Supplemental Indentures (the amendments and supplemental indentures referred to in clauses (a) and (b) collectively, the “Amendments”). In accordance with Section 2(a) of the Amended and Restated Transaction Support Agreement, the Amendments may, if the Company so determines, among other things: (i) allow the Transactions to be issuable consummated, (ii) amend or remove any provisions or protections, including negative covenants, mandatory prepayment provisions, or other provisions, or implement other matters as Registered Securities only. The Securities will set forth in Section 2(a) of the Amended and Restated Transaction Support Agreement, that may be initially represented by amended or removed with the consent of the Required Lenders (as defined in the applicable Existing Credit Agreement, and such applicable term in the Existing Indentures), or other applicable thresholds, (iii) add provisions to the Existing Lumen Tech Credit Agreement consistent with the terms set forth under the heading “Lumen Tech Term Loan B Transaction” that permit any purchase transaction that is open to all holders of Existing Lumen Tech Term B Loans on the same terms, and (iv) if applicable, direct the applicable administrative agent, trustee and collateral agent to enter into one or more global Securities registered intercreditor agreements in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating form and substance reasonably satisfactory 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 Majority Consenting Parties. The Bank Consenting Parties shall, pursuant to the documentation implementing the Amendments, waive any and all defaults or events of New York Mellon, as trustee default (if any) under the Existing Debt (other than any such default or event of default that requires a waiver from 100% of applicable holders or lenders). Paydowns The Transactions will include the following paydowns: (a) The Company shall repay or cause to be repaid (with no premium or penalty) the Existing Lumen Tech Term Loan A and Existing Lumen Tech Term Loan A-1 that participate in this Transaction pursuant to the Lumen Tech Term Loan A Transaction; and (b) The Company shall repay or cause to be repaid the Existing Qwest Term Loans in full at Closing (the “Trustee”) (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 ProvisionsQwest Term Loan Paydown”), 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;.

Additional Terms. Implementation The Securities shall be issuable as Registered Securities only. The Securities transactions set forth herein (collectively, the “Transactions”) will be initially represented by one or more global Securities registered in the name of The Depository Trust Company implemented as follows: (“DTC”a) or its nominees, as described in the Prospectus relating Immediately prior 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 closing of the indentureTransactions, dated as the Company shall have completed the 2025 Consent Solicitation and the 2024 Consent Solicitation and Exchange Offer; (b) Immediately prior to the closing of November 13the Transactions, 2013the applicable Consenting Parties, between the Company and The Bank the agents and/or trustees under the Existing Credit Agreement, Existing 2025 Indentures and Existing 2024 Indenture will enter into the Amendments, 2L Indenture, and issue New 2L Notes; (c) Following the effectiveness of New York Mellonthe Existing Credit Agreement Amendment, the Company will offer holders of Existing Revolver Exposure and Existing Term Loans who are Consenting Parties the opportunity to participate in the Revolver Exchange and/or the Term Loan Exchange, as trustee applicable, on the terms set forth herein. Concurrently with the closing of the Exchanges, the agents or trustees for the Superpriority Facility, the ABL Facility, the New Term Loan Facility, the Amended 2025 Indentures, the New 2L Indenture and the Existing Credit Agreement will enter into the Intercreditor Agreements; and (d) Concurrently with the closing of the Revolver Exchange, Term Loan Exchange, 2025 Consent Solicitation and 2024 Consent Solicitation and Exchange Offer (collectively, the “Trustee”) (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 ProvisionsExchanges”), a copy of which you have previously received, are herein incorporated by reference in their entirety the Superpriority Lenders will fund the new-money Superpriority Facility on the terms and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been conditions set forth herein and in full herein, except for: • Clause the Superpriority Loan Documents. Paydown The Company shall repay (with no premium or penalty) the New Term Loans on a pro rata basis (i) on the Closing Date, at par in an amount equal to 15% of the fourth sentence principal amount of Existing Term Loans that participate in the Term Loan Exchange, (ii) on December 31, 2023, at par in an amount equal to 5% of the first paragraph principal amount (at the time of the Basic ProvisionsTerm Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, which is hereby deleted in its entirety and replaced with the following: “subject in the case of senior debt securitiesclause (ii) to pro forma liquidity (tested on a trailing 10-day average and based on global cash or cash equivalents, and unused availability under the ABL Facility) on December 31, 2023 in excess of $250 million (the “Liquidity Condition”) and (iii) solely in the event the repayment in clause (ii) is not made as a result of the Liquidity Condition not being satisfied, on December 31, 2024, at par in an indenture dated as amount equal to 5% of November 13the principal amount (at the time of the Term Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, 2013subject to the Liquidity Condition (tested on a trailing 10-day average and based on global cash or cash equivalents, between and unused availability under the Company and The Bank of New York MellonABL Facility) measured on a pro forma basis on December 31, as trustee 2024 (such trustee or such other replacement or successor trustee as may be named for such senior debt securitiestogether, the “Senior Debt TrusteeNew Term Loan Paydown”) (such indenture, as it may from time ). Governance Prior to time be amended or supplemented by one or more indentures supplemental theretothe Closing Date, the “Senior Debt Indenture”Company shall identify two individuals acceptable to the Ad Hoc Group with significant financial expertise who shall be nominated by the Company as candidates to the existing board of directors of the Company (i.e., to succeed two existing directors) at the next board of directors election. In the event that such individuals are either not so nominated or fail to be elected by the Company’s shareholders, the interest rate then applicable (and any interest rate that may be applicable thereafter) on the New 2L Notes shall increase by 250bps (in the form of PIK),”; • 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;.

Additional Terms. The Securities To the extent any conflict exists between this Certificate of Participation and the Participation Agreement, the terms of this Certificate of Participation shall control. To the extent any conflict exists between this Certificate of Participation and the Loan Documents, or between the Participation Agreement and the Loan Documents, the terms of the Loan Documents shall control. Except for terms defined in this Certificate of Participation or in the Loan Documents, all terms used herein shall have the same meaning as such terms are given in the Participation Agreement. All ordinary costs of loan servicing shall be issuable borne by Lead Lender. Unless specifically indicated otherwise in the Participation Agreement, all other costs, expenses (including attorneys’ fees) or losses incurred in connection with the Loan Participation (or Participation Loan) shall be shared on a pro rata basis based on Participant’s percentage interest in the Participation Loan. Participant hereby acknowledges that it is purchasing an undivided participation interest based upon its own independent credit judgment and not in reliance on any expressed or implied representations or warranties which may have been made by Lead Lender, except those set forth in the Participation Agreement and this Certificate of Participation. Unless otherwise prohibited or limited by the Loan Documents, Lead Lender may make additional loans (or leases) to Borrower without Participant’s prior written consent. Except as Registered Securities onlyotherwise agreed to by the parties, and except as may otherwise be determined by law, additional loans to a Borrower by Lead Lender will not be subordinated in any respects to loans in which Participant has purchased a participation. Unless otherwise agreed in this Certificate of Participation, the participated loan(s) may be cross-defaulted with other loans made by Lead Lender to Borrower or any other borrower related to the Borrower. For purposes of the preceding paragraphs, the term “loan” or “loans” shall include loan renewals and loan extensions and any transaction in which Lead Lender incurs any type of credit exposure to Borrower. (16 of 18 ) Participant’s signature below constitutes an acceptance of Lead Lender’s offer of participation in the loans identified above and a waiver of any additional requirements on participation offers that may be imposed by the Participation Agreement. The Securities will be initially represented by one manually executed, facsimile transmitted, or more global Securities registered in the name electronically transmitted signature of The Depository Trust Company (“DTC”) either 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 both of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee parties hereto (the “Trustee”or their representatives) (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 an original. This Certificate of this Terms Agreement Participation may be executed in multiple, original counterparts, each of which shall constitute and serve as an original hereof (even if transmitted by facsimile, or by electronic mail), but all of which when taken together shall constitute one and the same agreement. Agreed to: <Lead Lender> By: ___________________________________ Its: ____________________________________ Agreed to: <Participant> By: ___________________________________ Its: ____________________________________ (17 of 18 ) To the extent that the Lead Lender is permitted to vote and/or consent with respect to the same extent as if following rights under the Basic Provisions had been set forth Loan Documents, Lead Lender will not without the prior written consent of all affected participants in full herein, except for: • Clause a loan in which Participant has purchased a participation interest (isubject to Section 9(a) 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;Participation Agreement):

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sold outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States New Zealand Dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC notes elects to receive payment in New Zealand 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”) (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: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333-192302333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; • The final clause of · Section 1(e) 1(d), which is hereby deleted in its entiretyentirety and replaced with “Reserved”;

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”) (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;

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 Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) or its nominees), for the notes offered and sold inside the United States, as described in the Prospectus and 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. 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. 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, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. All the provisions contained in the document entitled “Citigroup Inc.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 . Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 12:30 a.m. (i) Eastern Time). The Company agrees to use its best efforts to have the Securities approved for listing on the regulated market of the fourth sentence Luxembourg Stock Exchange and to maintain such listing so long as any of the first paragraph Securities are outstanding; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Basic ProvisionsCompany, which is hereby deleted to maintain such listing due to changes in its entirety and replaced with applicable law or listing requirements occurring after the following: “in original issue date of the case of senior debt securitiesSecurities, an indenture dated as of November 13, 2013, between the Company may de-list the Securities from the regulated market of the Luxembourg Stock Exchange and The Bank shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of New York Mellonthe Securities by another listing authority, as trustee (such trustee exchange or such other replacement system within or successor trustee as may be named for such senior debt securities, outside the “Senior Debt Trustee”) (such indenture, European Union as it may from time decide. If such an alternative admission is not available or is, in the Company’s opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities. The Underwriters hereby agree in connection with the underwriting of the Securities to time be amended comply with the requirements set forth in any applicable sections of Rule 5121 of the Financial Industry Regulatory Authority, Inc. Additionally, neither Citigroup Global Markets Limited nor Australia and New Zealand Banking Group Limited is a U.S. registered broker-dealer, and therefore, to the extent they intend to effect any sales of the Securities in the United States, they will do so through a U.S. registered broker-dealer in accordance with the applicable U.S. securities laws and regulations and as permitted by FINRA regulations. Notwithstanding any other term of this Agreement or supplemented by one any other agreements, arrangements, or more indentures supplemental theretounderstanding between any relevant Underwriter and the Company, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a)Company acknowledges, which is hereby deleted in its entirety accepts, and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;agrees to be bound by:

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”) (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;