execution version dated september 29, 2014 rbs business services private ltd and citizens bank, n. a. amended and restated master services agreement amended and restated master services agreement this amended and restated master services agreement ( “ msa ” ), dated as of september 29, 2014, is by and between rbs business services private ltd, a company incorporated under the laws of india, whose registered office is at empire complex, 414 senapati bapat marg, lower parel, mumbai 400 013 india, formerly known as abn amro central enterprise services private limited ( “ provider ” ) and whose processing centres are located at mumbai, chennai, gurgaon and new delhi ; and citizens bank, n. a a united states national bank with its principal place of business at 1 citizens plaza, providence, rhode island 02903, formerly known as rbs citizens, n. a.. ( “ recipient ” ), capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in section 1 hereof. recitals whereas, the royal bank of scotland group plc ( “ rbsg ” ) is the indirect owner of all the issued and outstanding common stock of citizens financial group, inc. ( “ cfg ” ) immediately prior to the date hereof ; whereas, shares of cfg are being sold to the public pursuant to the ipo and cfg will cease to be a wholly owned indirect subsidiary of rbsg upon the closing of the ipo ; whereas, after the closing of the ipo, rbsg will remain the majority shareholder of cfg, subject to future sales to the public ( and ultimately the contemplated complete disposition by on or before december 31, 2016 ) by rbsg ; whereas, the provider is an affiliate of rbsg and the recipient is an affiliate of cfg ; whereas the provider and the recipient entered into a master services agreement effective 21 july 2008, amended by a first amendment agreement dated 14 july 2009 ( together, the “ original msa ” ) for the provision of services and the parties entered into service agreement schedules ( “ service schedules ” ) to give effect to the original msa and document the services provided ; whereas, the parties have agreed with effect from the date hereof to amend and restate the original msa on the terms and conditions set out in this msa ; whereas, the services will continue to be provided to the recipient to facilitate its ongoing operations during a transitional period