Exhibit 107

Calculation of Filing Fee Table

FORM S-3

(Form Type)

Citizens Financial Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, par value $0.01 each

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Equity

Preferred Stock, par value $0.01 each

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Equity

Depositary Shares(3)

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Debt

Debt Securities

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Other

Warrants(4)

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Other

Purchase Contracts

Rue 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Other

Units(5)

Rule 456(b) and Rule 457(r)

(1)

(1)

(1)

(2)

(2)

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fees Due

N/A

(1) The amount to be registered consists of an indeterminate amount of common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts and units as may be offered, issued and sold from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon the exercise, conversion or exchange of other securities.

(2) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3) Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(4) Warrants may represent rights to purchase common stock, preferred stock, debt securities or other securities registered hereunder. Warrants may be sold separately or with common stock, preferred stock, debt securities or other securities registered hereunder.

(5) Includes units issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for units, including upon the exercise of warrants or delivery upon settlement of purchase contracts. Each unit may consist of a combination of any two or more of the securities being registered hereby or debt obligations of third parties.