Common use of Redemption Provisions Clause in Contracts

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

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

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

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

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

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

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

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

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

Redemption Provisions. The Company may redeem the Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, in whole or in part at a make-whole price as set forth in the Prospectus dated November 13Supplement. Repayment Provisions: None. Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: September 20, 2013 Record Date2002 Milbank, Tweed, Hadley & McCloy LLP One Chaxx Xxxhatxxx Xxaza Nxx Xxxx, XX 00000 Xxx Xxxxxxxxxx xxx xx xx xxxxxxx xx xxx xxxxxx xx xxx Xxxxxxx Xxxxxc Offering Price specified below, and to dealers at prices which represent concessions not in excess of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance concession set forth below: Initial Public Offering Price: 99.650% of the principal amount of the Securities plus accrued interest, if any, from September 20, 2002 Dealer Concession: 0.375% of the principal amount of the Securities Reallowance Concession: 0.250% of the principal amount of the Securities The business day immediately preceding each Interest Payment Date Additional Termsparties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus and the Prospectus: 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 third, fifth, sixth and ninth paragraphs of The Depository Trust Company (“DTC”) or its nominees, as described text under the caption "Underwriting" in the Prospectus relating to Supplement and the Securities. Beneficial interests third and fourth sentences 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 seventh paragraph of beneficial interests text under the caption "Underwriting" 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 SecuritiesProspectus Supplement. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Centex Corporation Underwriting Agreement — Basic Provisions” and Standard Provisions (Debt Securities) dated March 2September 17, 2006 (the “Basic Provisions”), a copy of which you have previously received2002, 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 such provisions had been set forth in full herein, except for: • Clause (i) that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the fourth sentence of the date first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “set forth above in the case space set forth below. Very truly yours, Acting on behalf of senior debt securitiesitself and the several Underwriters named herein J.P. MORGAN SECURITIES INC. By: /s/ XXX XXXXXXDS -------------------------- Name: Huw Richards Title: Managing Dirxxxxx XXXTEX CORPORATION By: /s/ LARRY ANGELILLI ------------------------- Name: Larry Angelilxx Xxxxx: Xenior Vice President-Finance CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) September 17, 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 2002 From time to time be amended or supplemented by time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more indentures supplemental theretounderwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the “Senior Debt Indenture”),”; • The first parenthetical provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined 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;Underwriting Agreement are used herein as therein defined.

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

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

Redemption Provisions. The Company may redeem the Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, in whole or in part at a make-whole price as set forth in the Prospectus dated November 13Supplement. Repayment Provisions: None. Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: January 28, 2013 Record Date2003 Milbank, Tweed, Hadley & McCloy LLP Xxe Cxxxx Xanhattan Plaza Xxx Xxxx, XX 00000 Xxx Xxxxxxxxxx xxx xx xx xxxxxxx xx xxx xxxxxx xx xxx Xxxxxxx Xxxxxc Offering Price specified below, and to dealers at prices which represent concessions not in excess of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance concession set forth below: Initial Public Offering Price: 99.858% of the principal amount of the Securities plus accrued interest, if any, from January 28, 2003 Dealer Concession: 0.35% of the principal amount of the Securities Reallowance Concession: 0.25% of the principal amount of the Securities The business day immediately preceding each Interest Payment Date Additional Termsparties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus and the Prospectus: 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 third, fifth and sixth paragraphs of The Depository Trust Company (“DTC”) or its nominees, as described text under the caption "Underwriting" in the Prospectus relating to Supplement and the Securities. Beneficial interests third and fourth sentences 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 seventh paragraph of beneficial interests text under the caption "Underwriting" 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 SecuritiesProspectus Supplement. All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Centex Corporation Underwriting Agreement — Basic Provisions” and Standard Provisions (Debt Securities) dated March 2January 23, 2006 (the “Basic Provisions”), a copy of which you have previously received2003, 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 such provisions had been set forth in full herein, except for: • Clause (i) that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the fourth sentence of the date first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: “set forth above in the case of senior debt securitiesspace set forth below. Very truly yours, an indenture dated as of November 13SALOMON SMITH BARNEY INC. Actinx xx xxxxxx xf xxxxxf and the several Underwriters named herein BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. BANX XXX XXXXXAL MARKETS, 2013INC. CREDIT LYONNAIS SECURITIES (USA) INC. By: Salomon Smith Barney Inc. By: /x/ XXXXX XXOXXX ------------------------------------ Name: Brian Thomas Title: Vice Pxxxxxxxx CENTEX CORPORATION By: /s/ LELDON E. ECHOLS ----------------------------- Name: Leldon X. Xxxxxx Title: Executive Vice President and Xxxxx Xxxxxxxxx Officer CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) January 23, 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 2003 From time to time be amended or supplemented by time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more indentures supplemental theretounderwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the “Senior Debt Indenture”),”; • The first parenthetical provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined 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;Underwriting Agreement are used herein as therein defined.

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, may be redeemed as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Securities: Offices of Xxxxx Xxxx & Xxxxxxxx LLP, 00 Xxxxxxx Xxxxxx, London EC2V 7NG, United Kingdom Names and interest addresses of Representatives: Designated Representatives: Address for Notices: [Add Ratings and CUSIP/ISIN: [•] [•]] Stock Exchange Listing: The [New York Stock Exchange] Other Terms: The Securities will have additional terms as more fully described in the Disclosure Package and the Prospectus. The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the Securities shall be payable in United States dollarsSEC website xxx.xxx.xxx. 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 timeAlternatively, the “Indenture”) relating to defeasance and discharge and covenant defeasanceissuer, respectively, shall apply to the Securities. All the provisions contained any underwriter or any dealer participating in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2offering will arrange to send you the prospectus if you request it by calling [Representative] at toll free [•]. ANNEX II Issuer Free Writing Prospectuses Included in Disclosure Package AII-1 ANNEX III FORM OF OPINION OF XXXXX XXXX & XXXXXXXX LLP, 2006 (the “Basic Provisions”)U.S. COUNSEL FOR THE COMPANY [TO BE PROVIDED] AIII-1 FORM OF DISCLOSURE LETTER OF XXXXX XXXX & XXXXXXXX LLP, a copy of which you have previously receivedU.S. COUNSEL FOR THE COMPANY [TO BE PROVIDED] ANNEX IV OPINION OF DUNDAS & XXXXXX XX LLP, 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 hereinSCOTTISH COUNSEL TO THE COMPANY [TO BE PROVIDED] AIV-1 ANNEX V OPINION OF LINKLATERS LLP, except for: • Clause (i) of the fourth sentence of the first paragraph of the Basic ProvisionsENGLISH COUNSEL TO THE COMPANY [TO BE PROVIDED] AV-1 ANNEX VI OPINION AND DISCLOSURE LETTER OF [•], 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;U.S. COUNSEL FOR THE UNDERWRITERS [TO BE PROVIDED]

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

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

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

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

Redemption Provisions. The Securities are not redeemable by 2025 Notes: Prior to May 1, 2025, the Company prior may redeem the 2025 Notes in whole or in part at any time and from time to Maturitytime at its option at a redemption price equal to the sum of (1) the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest up to but excluding the redemption date and (2) the applicable “Make-Whole Amount,” as defined in the Prospectus Supplement dated May 27, except upon 2020 (the occurrence “Prospectus Supplement”), if any. At any time on or after May 1, 2025, the Company may redeem the 2025 Notes in whole or in part, at a redemption price equal to 100% of certain events involving United States taxationthe principal amount thereof plus accrued and unpaid interest, if any, up to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). 2030 Notes: Prior to March 1, 2030, the Company may redeem the 2030 Notes in whole or in part at any time and from time to time at its option at a redemption price equal to the sum of (1) the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest up to but excluding the redemption date and (2) the applicable “Make-Whole Amount,” as defined in the Prospectus Supplement, if any. At any time on or after March 1, 2030, the Company may redeem the 2030 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, up to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). 2050 Notes: Prior to December 1, 2049, the Company may redeem the 2050 Notes in whole or in part at any time and from time to time at its option at a redemption price equal to the sum of (1) the principal amount of the 2050 Notes being redeemed plus accrued and unpaid interest up to but excluding the redemption date and (2) the applicable “Make-Whole Amount,” as defined in the Prospectus Supplement, if any. At any time on or after December 1, 2049, the Company may redeem the 2050 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, up to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Reinvestment Rate Spread for Make Whole Amount: 2025 Notes: T+0.100%. 2030 Notes: T+0.200%. 2050 Notes: T+0.200%. Sinking Fund Provisions: No sinking fund provisions. Other Provisions: As set forth in the Prospectus Supplement dated November 13May 27, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominees, as described in 2020 to the Prospectus relating to the Securitiesdated May 31, 2018. 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 Time 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 Delivery: 9:00 a.m. (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”EDT), a copy June 1, 2020. Closing Location: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 Names and addresses of which you have previously receivedRepresentatives: BofA Securities, 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 hereinInc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC RBC Capital Markets, except forLLC Address for Notices: • Clause BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (i000) of the fourth sentence of the first paragraph of the Basic Provisions000-0000 Citigroup Global Markets Xxx.000 Xxxxxxxxx Xxxxxx Xxx Xxxx, which is hereby deleted in its entirety and replaced with the followingXxx Xxxx 00000 Facsimile: “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”000) (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 following000-0000 Attention: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;General Counsel

Redemption Provisions. The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November 13, 2013 Record Date: The business day immediately preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Designated Securities will be initially represented by one redeemable at any time in whole, 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 in part, at the option of the Company, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of the Designated Securities to be amended redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 40 basis points and 45 basis points, for the 6.20% notes due 2019 and 7.50% notes due 2039, respectively, plus in each case accrued interest to the date of redemption; provided that installments of interest on Designated Securities which are due and payable on any date on or supplemented by prior to a redemption date will be payable to the registered holders of such Designated Securities (or one or more indentures supplemental theretopredecessor Designated Securities), registered as such as of the close of business on the relevant record dates. If notice has been given as provided in the Indenture and funds for the redemption of any Designated Securities called for redemption shall have been made available on the redemption date referred to in such notice, such Designated Securities will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the holders of the Designated Securities will be to receive payment of the redemption price plus accrued interest to the redemption date. Notice of any optional redemption of any Designated Securities will be given to holders at their addresses, as shown in the security register for the Designated Securities, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the “Senior Debt Indenture”),”; • The first parenthetical in Section 1(a), which is hereby deleted in its entirety redemption price and replaced with the followingprincipal amount of the Designated Securities held by such holder to be redeemed. Sinking Fund Provisions: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;None

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