8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2020

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

One Citizens Plaza Providence, RI	02903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series D	CFG PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On April 30, 2020, Citizens Financial Group, Inc. (the “Company”) completed the issuance and sale (the “Offering”) of $750 million aggregate principal amount of 3.250% Senior Notes due 2030 (the “Notes”). The Offering was completed pursuant to the Prospectus, filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (File Number: 333-227792) (the “Registration Statement”), dated October 11, 2018, as supplemented by a Prospectus Supplement dated April 27, 2020 and a free writing prospectus filed on April 28, 2020. In connection with the Offering, the Company entered into an Underwriting Agreement, dated April 27, 2020 (the “Underwriting Agreement”), with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc., as representatives of the several underwriters listed on Schedule I thereto.

The Notes were issued under the Indenture, dated as of October 28, 2015 (the “Base Indenture”), as amended by the Fifth Supplemental Indenture, dated as of April 30, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee. The Notes have a fixed interest rate of 3.250%, payable semi-annually.

The foregoing summary of the terms of the Underwriting Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of Notes, which are attached hereto, or, in the case of the Base Indenture, attached as Exhibit 4.4 of the Registration Statement.

The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include securities repurchase programs, capital expenditures, working capital, repayment or reduction of long-term and short-term debt, redemption of outstanding long-term debt, short-term debt and preferred equity securities, and the financing of acquisitions. The Company has not identified the amounts it will spend on any specific purpose.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes in the Offering, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits    

Exhibit Number		Description
	1.1	Underwriting Agreement, dated as of April 27, 2020, between the Company, and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc., as representatives of the several underwriters listed on Schedule I thereto
	4.1	Fifth Supplemental Indenture, dated as of April 30, 2020, between the Company and The Bank of New York Mellon
	4.2	Form of 3.250% Senior Note due April 30, 2030 (included in Exhibit 4.1)
	5.1	Opinion of Sullivan & Cromwell LLP
	23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, Inc.
By:	/s/ Stephen T. Gannon
Name:	Stephen T. Gannon
Title:	Executive Vice President, General Counsel and Chief Legal Officer

Date: April 30, 2020

EX-1.1

Exhibit 1.1

Executed

$750,000,000

CITIZENS FINANCIAL GROUP, INC.

3.250% SENIOR NOTES DUE 2030

UNDERWRITING AGREEMENT

April 27, 2020

April 27, 2020

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Citizens Capital Markets, Inc.

28 State Street

Boston, Massachusetts 02109

as Representatives of the several Underwriters

Ladies and Gentlemen:

Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc., as representatives (the “Representatives”) of the several underwriters listed on Schedule I hereto (the “Underwriters”), an aggregate of $750,000,000 principal amount of its 3.250% Senior Notes due 2030 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of October 28, 2015, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a fifth supplemental indenture thereto to be dated as of April 30, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

The Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), including a prospectus, on Form S-3 (File No. 333-227792), relating to securities (the “Shelf Securities”), including

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the Securities, to be issued, offered and sold from time to time by the Company or any selling securityholder. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated October 11, 2018 in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus dated April 27, 2020 together with the documents and pricing information set forth in Section A of Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

1.    Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)    The Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act and initially became effective within three years prior to the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company.

(b)    (i) At the time of initial filing of the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) under the Securities Act

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made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well known seasoned issuer” as defined in Rule 405 under the Securities Act.

(c)    (i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(d)    The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

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(e)    The Company and each of its significant subsidiaries as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”) (i) has been duly organized and is validly existing and in good standing (to the extent that such concept is applicable) under the laws of the jurisdiction of its incorporation and (ii) is duly qualified to do business and is in good standing (to the extent that such concept is applicable) in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct its business as described in the Time of Sale Prospectus, except where the failure to be so qualified or be in good standing (to the extent such concept is applicable) or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, properties, management, stockholders’ equity, prospects or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(f)    The Company has no Significant Subsidiaries other than those listed on Schedule III hereto.

(g)    (i) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”) and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and has made an effective election to become a financial holding company under the Bank Holding Company Act and the Federal Reserve Board’s Regulation Y; and (ii) Citizens Bank, N.A. is validly existing as a national banking association under the laws of the United States of America.

(h)    This Agreement has been duly authorized, executed and delivered by the Company.

(i)    The Base Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity. The Supplemental Indenture has been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and, assuming due execution and delivery by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(j)    The Indenture and the Securities conform in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

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(k)    The Securities have been duly authorized by the Company and, on the Closing Date, will have been duly executed by the Company and when issued and authenticated in accordance with the provisions of the Indenture, the Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

(l)    The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus; the shares of common stock outstanding have been duly authorized and are validly issued, fully paid and non-assessable; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (subject, in the case of Citizens Bank, N.A., to 12 U.S.C §55) and, in the case of Citizens Bank, N.A., are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

(m)    The statements relating to legal matters, documents or proceedings, as applicable, included in (A) the Time of Sale Prospectus and the Prospectus under the caption “Description of the Notes” and (B) the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 under the captions “Part I, Item 1—Business— Regulation and Supervision” and “Part I, Item 3—Legal Proceedings” (except as disclosed elsewhere in the Time of Sale Prospectus, the Prospectus or the Registration Statement, as applicable), in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings, as applicable, referred to therein, fairly summarize in all material respects such matters, documents or proceedings, and the statements in the Time of Sale Prospectus and Prospectus under the heading “Material U.S. Federal Tax Consequences”, insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities.

(n)    The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Securities will not contravene any provision of (i) the certificate of incorporation or by-laws of the Company, (ii) any agreement or other instrument binding upon the Company or any of its subsidiaries or (iii) any applicable law or judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, that would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement, the Indenture and the Securities.

(o)    No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture and the Securities, except for the registration of the Securities under the Securities Act and such consents, approvals,

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authorizations, orders or qualifications as have been obtained or may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and applicable state securities laws and foreign securities laws in connection with the offer and sale of the Securities.

(p)    There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(q)    Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending or threatened or, to the best knowledge of the Company, contemplated by any governmental or regulatory authority or by others, to which the Company or any of its subsidiaries is a party or to which any property or asset of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement, the Indenture and the Securities; and (ii) there are no current or pending Actions or statutes, regulations, contracts or other documents that are required under the Securities Act to be described in or filed as exhibits to the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or filed with the Registration Statement.

(r)    Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(s)    The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(t)    The Company and its subsidiaries are not subject to any claim in connection with their respective businesses, operations or properties, alleging liability or responsibility for violation of any Federal, state, local or foreign statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or governmental restriction relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems, except for claims which, if adversely determined, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(u)    Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Securities registered pursuant to the Registration Statement.

(v)    Neither the Company nor any of its subsidiaries or affiliates under the control of the Company (“controlled affiliates”), nor, to the knowledge of the Company, any director, officer, employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries or controlled affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulations implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and controlled affiliates have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws and have instituted policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(w)    The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, commonly known as the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and are and have been conducted at all times in compliance with the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

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(x)    (i) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any director, officer, employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A)    the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State (including, without limitation, through designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”) (collectively, “Sanctions”), or

(B)    located, organized or resident in a country or territory that is the subject or target of Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, except to the extent authorized by OFAC or otherwise authorized under applicable law).

(ii)    The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A)    to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, except to the extent authorized by OFAC or otherwise authorized under U.S. law); or

(B)    in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii)    For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than purchases of its capital stock in accordance with its publicly disclosed 2019 Capital Plan and ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

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(y)    The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(z)    The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement, misappropriation or violation of the asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(aa)    No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing, threatened or imminent labor disturbance by, or dispute with, the employees of any of the Company’s or any of the Company’s subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.

(bb)    Except as disclosed in the Registration Statement and the Time of Sale Prospectus, the Company and each of its subsidiaries are in compliance with all applicable laws administrated by the Federal Reserve Board, the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”), the Consumer Financial Protection Bureau (the “CFPB”) and any other federal, non-U.S. or state bank regulatory authorities with jurisdiction over the Company and its subsidiaries (together with the Federal Reserve Board, the OCC, the FDIC and the CFPB, “Bank Regulatory Authorities”) and securities, commodities and other financial regulatory authorities with jurisdiction over the Company or any of its subsidiaries, except to the extent that noncompliance would not have, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The deposit accounts that are eligible for FDIC insurance of Citizens Bank, N.A. are insured to the fullest extent permitted by law and the rules and regulations of the FDIC and there are no proceedings for the termination or revocation of such insurance pending or, to the best knowledge of the Company, threatened. Neither the Company nor any of its subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, cease and desist order, order of prohibition or suspension, written commitment, supervisory agreement, or written agreement or other written statement as described under 12 U.S.C. 1818(u) (a “Regulatory Order”) with any of the Bank Regulatory Authorities nor have the Company or any of its subsidiaries (i) been advised

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in writing by any of the Bank Regulatory Authorities or (ii) to the knowledge of the Company been advised other than in writing by any of the Bank Regulatory Authorities that it is contemplating issuing or requesting any of the foregoing, in each case except as described in the Registration Statement and the Time of Sale Prospectus (provided that in the case of any Regulatory Order that the Company is prohibited from disclosing, such description in the Registration Statement and the Time of Sale Prospectus may be limited to the material effects of such Regulatory Order).

(cc)    The Company and Citizens Bank, N.A. are “well capitalized,” as defined under the applicable Federal Reserve Board, OCC and FDIC regulations. Citizens Bank, N.A. has a Community Reinvestment Act rating of at least “Satisfactory.”

(dd)    The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(ee)    The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Time of Sale Prospectus.

(ff)    The Company and its subsidiaries maintain a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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(gg)    The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby. Non-GAAP financial information included or incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Prospectus, if any, complies with the requirements of Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Prospectus present fairly the information shown therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Prospectus or the Time of Sale Prospectus under the Securities Act or the applicable rules and regulations of the Commission thereunder.

(hh)    Deloitte & Touche LLP, who has audited the Company’s consolidated financial statements incorporated by reference in the Registration Statement, Time of Sale Prospectus and the Prospectus, is an independent auditor with respect to the Company and its subsidiaries within the meaning of the Securities Act (and the applicable rules and regulations of the Commission thereunder) and the Public Company Accounting Oversight Board (United States).

(ii)    The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a material adverse effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and, except as described in the Time of Sale Prospectus, no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have) a Material Adverse Effect.

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(jj)    The Company has filed all reports and other materials required to be filed by Sections 13(a), 14 or 15(d) of the Exchange Act during the period that it has been required to do so.

(kk)    The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(mm) The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the Exchange Act Regulations) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(nn)    No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in any of the Registration Statement, Time of Sale Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(oo)    (A) Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is not aware of any material security breach or other compromise relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”); (B) neither the Company nor its subsidiaries have been notified of, and are not aware of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented reasonable controls, policies, procedures and technological safeguards designed to maintain and protect the integrity, availability, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and internal policies relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

2. [Reserved.]

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3.    Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at a price equal to 99.431% of the principal amount thereof, plus accrued interest, if any, from April 30, 2020 to the Closing Date (the “Purchase Price”) the principal amount of Securities set forth in Schedule I hereto opposite the name of such Underwriter.

The Company hereby agrees that it will not, for the period from the date of the Prospectus through and including the Closing Date, without first obtaining the prior written consent of the Representatives, directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of, any debt securities or securities exchangeable for or convertible into debt securities, except for the Securities sold to the Underwriters pursuant to this Agreement.

4.    Terms of Public Offering. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Time of Sale Prospectus and the Prospectus, their respective portions of the Securities as soon after the execution of this Agreement as the Representatives, in their sole judgment, have determined is advisable and practicable.

5.    Payment and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company, at 10:00 a.m., New York City time, on April 30, 2020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

The Securities shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Global Note will be made available for inspection by the Representatives not later than 5:00 P.M., New York City time, on the business day prior to the Closing Date. The Securities shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by any withholding required by law.

6.    Conditions to Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)    No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission.

(b)    The representations and warranties of the Company contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and the Company shall have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

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(c)    Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i)    there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change (other than a notice of a possible upgrading), in the rating accorded any of the securities of the Company or any of its subsidiaries or affiliates by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii)    there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(d)    The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(c)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(e)    The Underwriters shall have received on the Closing Date an opinion and letter of Sullivan & Cromwell LLP, counsel for the Company, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives. The opinion of Sullivan & Cromwell LLP described in this Section 6(e) shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(f)    The Underwriters shall have received on the Closing Date an opinion of Stephen T. Gannon, Executive Vice President, General Counsel and Chief Legal Officer of the Company, with respect to such matters and in such form as is reasonably satisfactory to the Representatives.

(g)    The Underwriters shall have received on the Closing Date an opinion of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

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(h)    The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(i)    The Supplemental Indenture shall have been duly executed and delivered by each of the Company and the Trustee, the Securities shall have been duly executed and delivered by the Company and the Securities shall have been duly authenticated by the Trustee.

(j)    The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, dated the date hereof or the Closing Date, as the case may be, and signed by the Chief Financial Officer of the Company with respect to such matters and in such form as is reasonably satisfactory to the Representatives.

(k)    The Underwriters shall have received such other documents as you may reasonably request with respect to other matters related to the sale of the Securities.

7.    Covenants of the Company. The Company covenants with each Underwriter as follows:

(a)    To furnish to you, without charge, 4 signed copies of the Registration Statement (excluding exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b)    Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c)    To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to (i) make any offer relating to the Securities that would constitute a free writing prospectus or (ii) use or refer to any proposed free writing prospectus, in each case without your prior consent, provided that the prior consent of the Underwriters shall have been deemed to have been given in respect of any free writing prospectuses listed in Schedule II to this Agreement.

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(d)    Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e)    If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if during such time any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)    If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which the Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g)    To endeavor to qualify the Securities for offer and sale under state or foreign securities laws of such jurisdictions as you shall reasonably request, provided that in connection therewith, the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or subject itself to taxation in any such jurisdiction where it is not now so subject.

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(h)    To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the Company’s option, Rule 158 under the Securities Act).

(i)    To prepare a final term sheet containing only a description of the Securities, in a form approved by the Underwriters and attached as Annex A hereto, and file such final term sheet pursuant to Rule 433(d) within the time required by such rule (such term sheet, the “Final Term Sheet”).

(j)    If the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission;

(k)    If, before all the Securities have been sold by the Underwriters , the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Underwriters, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities in such form as is reasonably satisfactory to the Underwriters, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Underwriters of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(l)    Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

8.    [Reserved.]

9.    Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation

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and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b) under the Securities Act, if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or World Sky memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state or foreign jurisdictions’ securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in an amount not to exceed $15,000, in the aggregate, in connection with such qualification and in connection with the Blue Sky or World Sky memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters in an amount (in the case of reimbursable fees and disbursements of counsel to the Underwriters) not to exceed $35,000 in the aggregate, incurred in connection with the review and qualification of the offering of the Securities by FINRA, (v) the fees and expenses of the Trustee and its counsel, (vi) the fees and expenses of any rating agency rating the Securities, (vii) the cost of printing certificates representing the Securities, (viii) the costs and charges of any transfer agent, registrar or depositary, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, provided, however, that 50% of the cost of any aircraft chartered or used in connection with the road show shall be paid by the Underwriters, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make. The Company agrees to pay or cause to be paid all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section.

10.    Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. Notwithstanding the foregoing, the Underwriters may use the Final Term Sheet without further consent of the Company.

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11.    Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its officers and directors, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(b)    Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment or supplement thereto.

(c)    In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 11(a) or 11(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate in such proceeding and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such

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indemnified party, and, except as provided in the following sentence, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded there may be legal defenses available to it that are different from or additional to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an

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unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d)    To the extent the indemnification provided for in Section 11(a) or 11(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 11(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 11(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate principal amount of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

(e)    The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 11(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 11(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged

21

untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)    The indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

12.    Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Company shall have been suspended on any national exchange, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the Representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

13.    Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date,

22

any Underwriter or Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement which, for the purposes of this Section 13, shall not include termination by the Underwriters under clauses (i), (iii), (iv) or (v) of Section 12, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

14. Recognition of the U.S. Special Resolution Regimes

(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

23

For the purposes of this Section 14:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

15.    Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b)    The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

16.    Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

24

17.    Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

18.    Submission to Jurisdiction. The Company hereby irrevocably submits to the exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Securities or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Securities or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company and each Underwriter irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19.    Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

20.    Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of (a) Barclays Capital Inc., 745 Seventh Ave., New York, NY 10019 Attn: Syndicate Registration (Fax: 646-834-8133), (b) Credit Suisse Securities (USA) LLC, 11 Madison Ave., New York, NY 10010 Attn: IBCM-Legal (Fax: 212-325-4296), (c) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: High Grade Syndicate Desk – 3rd Floor (Fax: 212-834-6081), (d) Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division (Phone: 212-761-6691) (Fax: 212-507-8999), and (e) Citizens Capital Markets, Inc., 28 State Street, Boston, MA 02109, and if to the Company shall be delivered, mailed or sent to Law Department, 28 State Street, 28th Floor, Boston, MA 02109, Attention: General Counsel.

25

Very truly yours,
Citizens Financial Group, Inc.
By:	/s/ Thomas H. Loeffler
Name:	Thomas H. Loeffler
Title:	Executive Vice President and Deputy Treasurer

26

Accepted as of the date hereof

By:	Barclays Capital Inc.
By:	/s/ Kenneth Chang
Name:	Kenneth Chang
Title:	MD
By:	Credit Suisse Securities (USA) LLC
By:	/s/ Brian Carlin
Name:	Brian Carlin
Title:	Director
By:	J.P. Morgan Securities LLC
By:	/s/ Stephen Sheiner
Name:	Stephen Sheiner
Title:	Executive Director
By:	Morgan Stanley & Co. LLC
By:	/s/ Ian Drewe
Name:	Ian Drewe
Title:	ED
By:	Citizens Capital Markets, Inc.
By:	/s/ Michael F. Newcomb II
Name:	Michael F. Newcomb II
Title:	Managing Director

27

SCHEDULE I

Underwriter	Principal Amount of Securities To Be Purchased
Barclays Capital Inc.	$	136,500,000
Credit Suisse Securities (USA) LLC	$	136,500,000
J.P. Morgan Securities LLC	$	136,500,000
Morgan Stanley & Co. LLC	$	136,500,000
Citizens Capital Markets, Inc.	$	136,500,000
BofA Securities, Inc.	$	11,250,000
Citigroup Global Markets Inc.	$	11,250,000
Deutsche Bank Securities Inc.	$	11,250,000
Mizuho Securities USA LLC	$	11,250,000
UBS Securities LLC	$	11,250,000
Wells Fargo Securities, LLC	$	11,250,000
Total:	$	750,000,000

28

SCHEDULE II

A. Time of Sale Prospectus

1. Preliminary Prospectus issued April 27, 2020

2. Final Term Sheet

SCHEDULE III

Significant Subsidiaries

Citizens Bank, N.A.

ANNEX A

CITIZENS FINANCIAL GROUP, INC.

$750,000,000 3.250% SENIOR NOTES DUE 2030

PRICING TERM SHEET DATED APRIL 27, 2020

The following information relates to Citizens Financial Group, Inc.’s offering of its

3.250% Senior Notes due 2030 and should be read together with the preliminary

prospectus supplement dated April 27, 2020 and the accompanying prospectus dated

October 11, 2018 (collectively, the “Preliminary Prospectus”), including the documents

incorporated by reference therein. This information supersedes the information in the

Preliminary Prospectus to the extent it is inconsistent with the information in the

Preliminary Prospectus.

Issuer:	Citizens Financial Group, Inc.
Aggregate Principal Amount:	$750,000,000
Securities:	3.250% Senior Notes due 2030 (the “Notes”)
Expected Ratings / Outlook*:	[RESERVED]
Ranking:	Senior Unsecured Notes
Format:	SEC Registered
Authorized Denominations:	$2,000 x $1,000
Trade Date:	April 27, 2020
Settlement Date**:	April 30, 2020 (T+3)
Maturity Date:	April 30, 2030
Benchmark:	1.500% Treasury due February 15, 2030
Benchmark Price & Yield:	107-29+; 0.664%
Re-offer Spread:	+ 260 bps
Yield to Maturity:	3.264%
Coupon:	3.250%
Public Offering Price:	99.881%
Underwriter’s Commission:	0.450%
All-in Price to Issuer:	99.431%
Net Proceeds to Issuer (after commissions, before expenses):	$745,732,500
Interest Payment Dates:	Semi-annually on April 30 and October 30, beginning on October 30, 2020.
Optional Redemption:	Prior to October 30, 2020, the Notes may not be redeemed. October 30, 2020 to January 30, 2030 (the date that is 90 calendar days prior to the scheduled maturity date of the Notes), the Notes may be redeemed, in whole or in part, at any time or from time to time at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium (as described under “Description of the Notes – Optional Redemption” in the Preliminary Prospectus), plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Ex A-1

	The Notes may be redeemed, in whole or in part, at any time or from time to time on or after January 30, 2030 (the date that is 90 calendar days prior to the scheduled maturity date of the Notes) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Make-Whole Premium:	T+40 basis points
Day Count Convention:	30/360
Concurrent Unregistered Offering:	In a concurrent unregistered offering, our subsidiary Citizens Bank, N.A. is offering $750,000,000 aggregate principal amount of its 2.250% Senior Notes due 2025 (the “Bank Notes”). The Bank Notes are being offered pursuant to Section 16.6 of the regulations of the Office of the Comptroller of the Currency and an exemption provided in Section 3(a)(2) of the Securities Act of 1933, as amended, and are not being offered hereby.
CUSIP:	174610 AT2
ISIN:	US174610AT28
Joint Book-Running Managers:	Barclays Capital Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Citizens Capital Markets, Inc.
Co-Managers:	BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC UBS Securities LLC
	Wells Fargo Securities, LLC

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** It is expected that delivery of the Notes will be made against payment therefor on or about April 30, 2020, which will be the third business day following the date hereof (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any day prior to two business days before delivery will be required to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisors.

The Issuer has filed a registration statement (including the Preliminary Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by

Ex A-2

contacting Barclays Capital Inc. toll-free at 1-888-603-5847, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, J.P. Morgan Securities LLC collect at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and Citizens Capital Markets, Inc. at 1-203-900-6763.

Ex A-3

EX-4.1

Exhibit 4.1

CITIZENS FINANCIAL GROUP, INC.

Company

and

THE BANK OF NEW YORK MELLON

Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of April 30, 2020

to

SENIOR INDENTURE

Dated as of October 28, 2015

$750,000,000 Principal Amount of 3.250% Senior Notes due 2030

TABLE OF CONTENTS

		PAGE
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
Section 101	Relation to Base Indenture		1
Section 102	Incorporation by Reference of Trust Indenture Act		2
Section 103	Trust Indenture Act to Control		2
Section 104	Definitions		2
ARTICLE II
TERMS AND CONDITIONS OF THE SENIOR NOTES			4
Section 201	Form of Senior Notes		4
Section 202	Title and General Terms		5
Section 203	Redemption		11
Section 204	Transfer and Exchange		13
Section 205	Corporate Trust Office		17
Section 206	Conforming to Prospectus Description		17
ARTICLE III
MISCELLANEOUS			18
Section 301	Effect of Headings		18
Section 302	Successors and Assigns		18
Section 303	Separability Clause		18
Section 304	Governing Law		18
Section 305	U.S.A. PATRIOT Act		18
Exhibit A			A-1

i

CROSS-REFERENCE TABLE

Reconciliation and tie showing the location in the Base Indenture, dated as of October 28, 2015, of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act, unless otherwise indicated. This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Indenture.

Trust Indenture Act of 1939 Section Indenture Section

310	(a)(1)	6.09
	(a)(2)	6.09
	(a)(5)	6.09
	(b)	6.08 and 6.10
311	(a)	6.13
	(b)	6.13
312	(a)	7.01
	(b)	7.02
	(c)	7.02
313	(a)	7.03
	(d)	7.03
314	(a)	12.06
	(a)(4)	12.04
	(c)(1)	1.02
	(c)(2)	1.02
	(e)	1.02
315	(a)	6.01
	(b)	6.02
	(c)	6.01
	(d)	6.01
	(e)	5.14
316	(a)(1)	5.12
	(b)	5.07
	(c)	8.02
317	(a)	5.03 and 5.04
	(b)	12.03
318	(a)	1.13

ii

FIFTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2020 (the “Fifth Supplemental Indenture”), between Citizens Financial Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Trustee hereunder (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as trustee, a Senior Indenture, dated as of October 28, 2015 (the “Base Indenture,” as the same may be amended or supplemented from time to time, including by the First Supplemental Indenture dated as of July 28, 2016, the Second Supplemental Indenture dated as of February 24, 2017, the Third Supplemental Indenture dated as of July 25, 2019, the Fourth Supplemental Indenture dated as of February 6, 2020 and this Fifth Supplemental Indenture, the “Senior Indenture”), providing for the issuance from time to time of the Company’s senior debt securities (herein and therein called the “Debt Securities”), to be issued in one or more series as provided in the Base Indenture;

WHEREAS, Sections 2.01, 3.01 and 11.01 of the Base Indenture permit the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to provide for the issuance of, and establish the form and terms of, additional series of Debt Securities;

WHEREAS, the Company has authorized the issuance of $750,000,000 in aggregate principal amount of its 3.250% Senior Notes due 2030 (the “Senior Notes”);

WHEREAS, the Senior Notes will be established as a series of Debt Securities under the Senior Indenture;

WHEREAS, the Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to establish the form and terms of the Senior Notes; and

WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture a valid agreement of the Company, in accordance with its terms;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Senior Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Senior Notes, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101    Relation to Base Indenture.

This Fifth Supplemental Indenture constitutes a part of the Base Indenture (the provisions of which, as modified by this Fifth Supplemental Indenture, shall apply to the Senior Notes) in respect of the Senior Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Debt Securities or affects in any manner the terms and conditions of the Debt Securities of any other series.

Section 102    Incorporation by Reference of Trust Indenture Act.

The Senior Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of the Senior Indenture. The following Trust Indenture Act terms have the following meanings:

“Indenture Securities” shall mean the Debt Securities.

“Indenture to Be Qualified” shall mean the Senior Indenture.

“Indenture Trustee or Institutional Trustee” shall mean the Trustee.

“Obligor” with reference to Indenture Securities shall mean the Company.

All other terms in the Senior Indenture that are defined by the Trust Indenture Act, defined by it by reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

Section 103    Trust Indenture Act to Control.

If any provision included in the Senior Indenture limits, qualifies or conflicts with another provision included in the Senior Indenture which is required to be included in the Senior Indenture by the Trust Indenture Act, such required provision shall control.

Section 104    Definitions.

For all purposes of this Fifth Supplemental Indenture, the capitalized terms used herein that are defined in this Section 104 have the respective meanings assigned hereto in this Section 104, and the capitalized terms used herein that are defined in the Base Indenture and not defined in this Section 104 have the respective meanings assigned thereto in the Base Indenture. For all purposes of this Fifth Supplemental Indenture:

(1)    the terms defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular;

(2)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with U.S. GAAP, and, except as otherwise herein expressly provided, the term “U.S. GAAP” with respect to any computation required or permitted hereunder shall mean U.S. GAAP at the date of such computation; and

(3)    the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Fifth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

2

(4) for the avoidance of doubt, any reference to a facsimile signature shall include an image of a signature produced electronically.

“Additional Notes” shall have the meaning set forth in Section 202(j) hereof.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, or payment of principal of, premium, if any, and interest on the Global Notes, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, exchange or payment.

“Bank” means any institution which accepts deposits that the depositor has a legal right to withdraw on demand and engages in the business of making commercial loans.

“Base Indenture” has the meaning set forth in the recitals of the Company of this Fifth Supplemental Indenture.

“Clearstream” means Clearstream Banking, Société Anonyme and its successors.

“Company” means the Person named as the “Company” in the first paragraph of this Fifth Supplemental Indenture until a successor corporation shall have become such pursuant to the applicable provisions of the Senior Indenture, and thereafter “Company” shall mean such successor corporation.

“Comparable Treasury Issue” has the meaning set forth in Section 203(b) hereof.

“Comparable Treasury Price” has the meaning set forth in Section 203(b) hereof.

“Definitive Note” means a certificated Senior Note registered in the name of the Holder thereof and issued in accordance with Section 204 hereof, substantially in the form of Exhibit A, except that such Senior Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors.

“Fifth Supplemental Indenture” has the meaning set forth in the first paragraph hereof.

“Global Note Legend” means the legend set forth in Section 204(f) hereof, which is required to be placed on all Global Notes issued under the Senior Indenture.

“Global Notes” shall have the meaning set forth in Section 201(b) hereof.

“Independent Investment Banker” has the meaning set forth in Section 203(b) hereof.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

3

“Issue Date” means April 30, 2020.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.

“Primary Treasury Dealer” has the meaning set forth in Section 203(b) hereof.

“Principal Subsidiary Bank” means any Subsidiary which is a Bank and has total assets equal to 20 percent or more of the consolidated assets of the Company determined as of the date of the most recent annual or quarterly financial statements of such entities.

“Redemption Price” has the meaning set forth in Section 203(b) hereof.

“Reference Treasury Dealers” has the meaning set forth in Section 203(b) hereof.

“Reference Treasury Dealer Quotations” has the meaning set forth in Section 203(b) hereof.

“Senior Indenture” has the meaning set forth in the recitals of the Company of this Fifth Supplemental Indenture.

“Senior Notes” has the meaning set forth in the recitals of the Company of this Fifth Supplemental Indenture.

“Treasury Rate” has the meaning set forth in Section 203(b) hereof.

“Trustee” means the Person named as the “Trustee” in the first paragraph hereof until a successor Person shall have become such pursuant to the applicable provisions of the Senior Indenture, and thereafter “Trustee” shall mean such successor Person.

“Voting Stock” means the stock of a corporation or other entity of the class or classes having general voting power in an election of the board of directors, managers or trustees of such corporation or other entity (irrespective of whether, at the time, stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency); provided, for the avoidance of doubt, that preferred stock with customary voting rights upon the nonpayment of a dividend does not constitute voting stock.

ARTICLE II

TERMS AND CONDITIONS OF THE SENIOR NOTES

Section 201    Form of Senior Notes.

(a)    General. The Senior Notes and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of the

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Senior Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Senior Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be determined, consistent with the Senior Indenture, by the officers of the Company executing such Senior Notes, as evidenced by their execution of such Senior Notes.

(b)    Global Notes. The Senior Notes shall be issued initially in the form of one or more permanent Global Securities (each, a “Global Note”). Global Notes shall be substantially in the form of Exhibit A, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Senior Notes issued in definitive form shall be substantially in the form of Exhibit A, but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global Note shall represent such of the outstanding Senior Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder thereof as required by Section 204 hereof.

(c)    Authentication. With respect to the Senior Notes, the first sentence of Section 3.04(g) of the Base Indenture shall be amended by adding the words “(or, solely in the case of a Global Note, by manual or facsimile signature of one of its authorized officers)” immediately after words “by manual signature of one of its authorized officers” and before the comma that follows such words.

Section 202    Title and General Terms.

Pursuant to Sections 2.01 and 3.01 of the Base Indenture, there is hereby established a series of Debt Securities, the terms of which shall be as follows:

(a)    Designation. The Senior Notes shall be known and designated as the “3.250% Senior Notes due 2030.”

(b)    Aggregate Principal Amount. The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this Fifth Supplemental Indenture is limited to $750,000,000, as increased by the amount of any Additional Notes issued pursuant to Section 202(j) of this Fifth Supplemental Indenture, except for Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes issued pursuant to Section 3.05, 3.06, 3.07, 11.06 or 13.07 of the Base Indenture or Article II of this Fifth Supplemental Indenture.

(c)    Maturity, Interest and Place of Payment. The Stated Maturity of the Senior Notes shall be April 30, 2030, and the Senior Notes shall bear interest and have such other terms as are set forth in the form of Note attached as Exhibit A hereto. The Place of Payment with respect to the Senior Notes shall be The City of New York.

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(d)    No Additional Amounts. In the event that any payment on the Senior Notes by the Company or any Paying Agent is subject to withholding of United States federal income tax or other tax or assessment (as a result of a change in law or otherwise), neither the Company nor any Paying Agent shall pay additional amounts to the Holders of the Senior Notes.

(e)    No Sinking Fund or Redemption at Option of Holders. The Company shall have no obligation to redeem or purchase the Senior Notes pursuant to any sinking fund or analogous provision, or at the option of a Holder thereof. The Senior Notes shall be redeemable at the election of the Company from time to time at the times and at the prices specified in Section 203 hereof, and the election of the Company to redeem any Senior Notes shall be evidenced by either a Board Resolution or an Officer’s Certificate.

(f)    Defeasance. The Senior Notes shall be subject to the defeasance and covenant defeasance provisions of Article 14 of the Base Indenture.

(g)    Repurchases. The Company may from time to time repurchase Senior Notes in open market purchases or negotiated transactions without prior notice to Holders or beneficial owners of Senior Notes.

(h)    Denominations. The Senior Notes shall be issuable only in fully registered form and only in a minimum denomination of $2,000 and authorized denominations of any integral multiples of $1,000 in excess thereof.

(i)    Authentication and Delivery. The Senior Notes shall be executed, authenticated, delivered and dated in accordance with Section 3.04 of the Base Indenture and Section 201 hereof.

(j)    Additional Notes. The Company may, from time to time, without the consent of the Holders of the Senior Notes, reopen the series constituting the Senior Notes and issue additional Senior Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Senior Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. Any such Additional Notes, together with the initial Senior Notes, shall constitute a single series of Debt Securities under the Base Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax and U.S. federal securities law purposes with the initial Senior Notes, the Additional Notes shall be issued under separate CUSIP and ISIN numbers.

(k)    Remedies. With respect to the Senior Notes, Section 5.01, 5.02 and 5.03 of the Base Indenture shall be replaced in their entirety with the following:

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Section 5.01.     Events of Default. “Event of Default” wherever used herein with respect to the Senior Notes means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)    the Company fails to pay the principal of (or premium, if any, on) any Senior Note at the Maturity thereof and such failure is continued for seven days;

(b)    the Company fails to pay any installment of interest on any Senior Note when such interest becomes due and payable and such failure is continued for 30 days;

(c)    the Company fails to perform any covenants specified in Article 12 of the Base Indenture (other than a covenant whose performance is specifically dealt with elsewhere in the Base Indenture or a covenant included in the Base Indenture solely for the benefit of a series of Debt Securities other than the Senior Notes), which failure continues for 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in principal amount of the outstanding Senior Notes;

(d)    the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company or any Principal Subsidiary Bank, as applicable, in an involuntary case or proceeding under any applicable federal or state bankruptcy, receivership, insolvency, reorganization or similar law; or

(e)    the commencement by the Company or any Principal Subsidiary Bank of a voluntary case or proceeding under any applicable federal or state bankruptcy, receivership, insolvency, reorganization or other similar law of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Principal Subsidiary Bank in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee sequestrator or similar official of the Company or any Principal Subsidiary Bank or of substantially all its property.

Section 5.02.     Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Senior Notes at the time outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of outstanding Senior Notes may declare the principal amount of and all accrued and unpaid interest, if any, on all the Senior Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and interest of the Senior Notes shall become immediately due and payable. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the Senior Notes shall terminate. Notwithstanding the foregoing, if an Event of Default with respect to the Senior Notes occurs as a result of the happening of any event of the kind specified in Section 5.01(d) or (e) involving the Company, the principal of all outstanding Senior Notes and any accrued and unpaid interest thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders of the Senior Notes.

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At any time after such a declaration of acceleration with respect to the Senior Notes has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority in principal amount of the outstanding Senior Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a)    the Company has paid or deposited with the Trustee a sum sufficient to pay

(i)    all overdue installments on all Senior Notes,

(ii)    the principal of (and premium, if any, on) any Senior Notes that have become due and payable otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Senior Notes,

(iii)    to the extent that payment of such interest is lawful, interest upon overdue installments of interest on each Senior Note at the rate or rates prescribed therefor in such Senior Notes, and

(iv)    all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)    all Events of Default with respect to the Senior Notes have been remedied, or, if permitted, waived. No such rescission and waiver shall affect any subsequent default or impair any right consequent thereon.

Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that, if an Event of Default shall occur with respect to the Senior Notes, it will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Senior Notes, the entire amount then due and payable on the Senior Notes, for the principal of, premium, if any, and interest, if any, and interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate or rates prescribed therefor in the Senior Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Senior Notes, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Senior Notes wherever situated.

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If an Event of Default with respect to the Senior Notes occurs and is continuing, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Base Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

(l)    Certain Rights of Trustee. With respect to the Senior Notes, Section 6.03(j) of the Base Indenture shall be revised to read as follows:

(j) the Trustee shall accept and deliver all notices, reports and other information that are required to be provided or delivered to it pursuant to the Indenture, and, where required under the Indenture, shall, in its reasonable judgment, determine whether such notices, reports or other information are satisfactory to it in form; provided that receipt and delivery of such reports, information and documents to the Trustee is for informational purposes only and, except for any explicit notice of a default from the Company or a Holder as contemplated by Section 6.02, the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); so long as any Debt Securities are registered in the name of Cede & Co., as nominee for The Depository Trust Company, or another Depositary and subject to any listing requirements, notices, reports, and other information that are required to be sent to the Holders of such Debt Securities may be given by delivery of the relevant notice to The Depository Trust Company for communication by The Depository Trust Company to entitled participants and account holders of such clearing systems;

(m)    Covenants. With respect to the Senior Notes, the following shall be inserted as Section 12.07 of the Base Indenture and subject to clause (y) of Section 14.02 of the Base Indenture:

Section 12.07.    Sale or Issuance of Voting Stock of a Principal Subsidiary Bank. The Company shall not, directly or indirectly:

(a)    sell, assign, pledge, transfer or otherwise dispose of, or permit to be issued, any shares of Voting Stock of a Principal Subsidiary Bank or any securities convertible into or rights to subscribe to such Voting Stock, unless, after giving effect to (i) such sale, pledge, assignment, transfer, disposition or issuance, and (ii) the conversion of such securities into, or exercise of such rights with respect to, such Voting Stock, the Company will own, directly or indirectly, at least 80% of the outstanding shares of each class of Voting Stock of such Principal Subsidiary Bank; or

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(b)    pay any dividend in Voting Stock of a Principal Subsidiary Bank or make any other distribution in Voting Stock of a Principal Subsidiary Bank, unless the Principal Subsidiary Bank to which the transaction relates, after obtaining any necessary regulatory approvals, unconditionally guarantees payment of the principal and any premium and interest on the Senior Notes;

provided, however, the foregoing shall not limit or restrict any of the following:

(i)    any dispositions made by the Company or any Principal Subsidiary Bank of the Company (A) acting in a fiduciary capacity for any Person other than the Company or any Principal Subsidiary Bank of the Company or (B) to the Company or any wholly-owned Subsidiary;

(ii)    the consolidation with or merger into any other Person or the conveyance, transfer or lease of the Company’s properties substantially as an entirety to any person as otherwise permitted pursuant to Article 10 of the Base Indenture;

(iii)    the merger or consolidation of a Principal Subsidiary Bank with and into (a) another Principal Subsidiary Bank or another of the Company’s Subsidiaries, or (b) another domestic Bank, if after the merger or consolidation (i) the Company owns at least 80% of the voting stock of the resulting Bank and (ii) no Event of Default has occurred and is continuing;

(iv)    the sale, assignment, pledge, transfer or other disposition of shares of Voting Stock of a Principal Subsidiary Bank made by the Company or any Subsidiary of the Company if:

(A) the sale, assignment, pledge, transfer or other disposition is made, in the minimum amount required by law, to any Person for the purpose of the qualification of such Person to serve as a director; or

(B) the sale, assignment, pledge, transfer or other disposition is made in compliance with an order of a court or regulatory authority of competent jurisdiction or as a condition imposed by any such court or regulatory authority to the acquisition by the Company or any Principal Subsidiary Bank of the Company, directly or indirectly, of any other Person; or

(C) the sale, assignment, pledge, transfer or other disposition of Voting Stock or any other securities convertible into or rights to subscribe to Voting Stock of a Principal Subsidiary Bank, so long as:

(a) any such transaction is made for fair market value as determined by the Board of Directors or the board of directors of the Principal Subsidiary Bank of the Company disposing of such Voting Stock or other securities or rights; and

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(b) after giving effect to such transaction and to any potential dilution, the Company and its wholly-owned Subsidiaries will own, directly or indirectly, at least 80% of the Voting Stock of such Principal Subsidiary Bank;

(v)    any Principal Subsidiary Bank from selling additional shares of Voting Stock to its shareholders at any price, so long as immediately after such sale, the Company owns, directly or indirectly, at least as great a percentage of the Voting Stock of such Principal Subsidiary Bank as the Company owned prior to such sale of additional shares;

(vi)    a pledge made or a lien created to secure loans or other extensions of credit by a Principal Subsidiary Bank subject to Section 23A of the Federal Reserve Act.

Section 203    Redemption.

(a)    Optional Redemption. The Company may, at its option, redeem the Senior Notes, in whole or in part, at any time or from time to time on or after October 30, 2020.

(b)    Redemption Price. In the case of any redemption of the Senior Notes, the “Redemption Price” shall be equal to (i) at any time or from time to time on or after October 30, 2020 and prior to January 30, 2030 (the date that is 90 calendar days prior to the scheduled maturity date of the Senior Notes) (the “Par Call Date”), the greater of (x) 100% of the aggregate principal amount of the Senior Notes to be redeemed, or (y) the sum of the present values of the remaining scheduled payments determined as provided below, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) at any time or from time to time on or after the Par Call Date, 100% of the aggregate principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. If the Redemption Price in respect of the Senior Notes is not paid on the Redemption Date, interest on the outstanding principal amount of the Senior Notes will continue to accrue until the Redemption Price is actually paid or set aside for payment.

In determining the present values of the remaining scheduled payments, the Company will discount such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 0.400% (40 basis points). Notwithstanding the foregoing, installments of interest on Senior Notes that are due and payable on Interest Payment Dates falling on or prior to the relevant Redemption Date will be payable to the Holders of such Senior Notes registered as such at the close of business on the relevant Record Date according to their terms and the provisions of the Indenture.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes.

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“Comparable Treasury Price” means, with respect to any Redemption Date for the Senior Notes, (i) the arithmetic average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than five such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such Redemption Date.

“Independent Investment Banker” means, with respect to any Redemption Date for the Senior Notes, one of the Reference Treasury Dealers selected by the Company or, if such firms or any such successors, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company.

“Primary Treasury Dealer” means a primary U.S. government securities dealer in the United States.

“Reference Treasury Dealers” means, with respect to any Redemption Date for the Senior Notes, (1) Barclays Capital Inc. (or its successor) or any of its affiliates that is a Primary Treasury Dealer, (2) Credit Suisse Securities (USA) LLC (or its successor) or any of its affiliates that is a Primary Treasury Dealer, (3) J.P. Morgan Securities LLC (or its successor) or any of its affiliates that is a Primary Treasury Dealer, (4) Morgan Stanley & Co. LLC (or its successor) or any of its affiliates that is a Primary Treasury Dealer, and (5) any other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date for the Senior Notes, (1) the arithmetic mean of the daily yields appearing in the most recently published statistical release designated “H.15” or any successor publication which is published by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the Senior Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month) or (2) if the release referred to in clause (1) (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Company shall calculate the Treasury Rate on the third business day preceding the Redemption Date.

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(c)    Redemption Procedures.

(1)    Except as modified by this Section 203, any redemption of the Senior Notes under this Section 203 is subject to the terms and conditions of Article 13 of the Base Indenture. Notice of any redemption will be sent at least 10 days but not more than 60 days before the Redemption Date to (w) each Holder of Senior Notes to be redeemed in accordance with Section 1.05 of the Base Indenture, (x) to the Trustee, (y) to the Security Registrar to forward to each Holder of Senior Notes to be redeemed at such Holder’s registered address, or (z) otherwise in accordance with the procedures of the Depositary. If less than all the Senior Notes are to be redeemed, and the Senior Notes are Global Notes, the Senior Notes to be redeemed will be selected by the Depositary in accordance with its standard procedures. If the Senior Notes to be redeemed are not Global Notes held by the Depositary, the Trustee will select the Senior Notes (or portions thereof) to be redeemed by lot. The Trustee shall have no duty to calculate or verify the calculation of the Redemption Price.

(2)    At least 5 Business Days or such shorter period as the Trustee and Security Registrar may agree to (and not more than 10 Business Days) prior to the date on which it intends to have the Security Registrar notify the Holders of the Senior Notes of the Company’s exercise of its option to redeem the Senior Notes, the Company will provide to the Trustee and the Security Registrar a draft notice of a potential exercise of such option with respect to the Senior Notes on such date. After receipt of final notice that the Company is exercising its option to redeem the Senior Notes, the Security Registrar will deliver notice to each Holder of Senior Notes in accordance with Article 13 of the Base Indenture, as modified by this Section 203.

Section 204    Transfer and Exchange.

(a)    Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 204, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (i) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Company within 90 days of such notice or becoming aware that the Depositary is no longer so registered, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (iii) upon the request of the Depositary if there shall have occurred and be continuing an Event of Default with respect to the Senior Notes. Upon the occurrence of any of the preceding events in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will

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be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Article 3 of the Base Indenture. Every Senior Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 204 or Article 3 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in clause (i), (ii) or (iii) above and pursuant to Section 12.06 of the Base Indenture. A Global Note may not be exchanged for another Senior Note other than as provided in this Section 204(a).

(b)    Transfers and Exchanges of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of the Senior Indenture and the Applicable Procedures. In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to the Security Registrar either (1) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (2) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in this subclause (2)(A); provided that in no event shall Definitive Notes be issued other than upon the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 204(a) hereof. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in the Senior Indenture and the Senior Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 204(g) hereof.

(c)    Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 204(a) hereof and, if applicable, satisfaction of the conditions set forth in Section 204(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 204(g) hereof, and the Company shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 204(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Security Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Senior Notes are so registered.

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(d)    Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such Senior Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and authenticate or, if already issued, increase or cause to be increased the aggregate principal amount of the applicable Global Note. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected at a time when the applicable Global Note has not yet been issued, the Company shall issue and, upon receipt of a Company Order for the authentication of one or more Global Notes in accordance with Section 3.04 of the Base Indenture, the Trustee shall authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so exchanged or transferred.

(e)    Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 204(e), the Security Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Security Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

(f)    Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary):

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SENIOR INDENTURE GOVERNING THIS SENIOR NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 204(g) OF THE FIFTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 204(a) OF THE FIFTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 204(g) OF THE FIFTH SUPPLEMENTAL INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE

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& CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g)    Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 3.09 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h)    General Provisions Relating to Transfers and Exchanges.

(i)    To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order for authentication thereof in accordance with Section 3.04 of the Base Indenture or at the Security Registrar’s request.

(ii)    The Company shall not be required (A) to issue, to register the transfer of or to exchange any Senior Notes during a period beginning at the opening of business 15 days before the day of any selection of Senior Notes for redemption under Section 203 hereof and ending at the close of business on the day of selection or (B) to register the transfer of or to exchange a Senior Note between a Record Date (as defined in the Senior Notes) with respect to such Senior Note and the next succeeding Interest Payment Date with respect to such Senior Note.

(iii)    Neither the Security Registrar nor the Company shall be required to register the transfer of or exchange any Senior Note selected for redemption in whole or in part.

(iv)    All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Senior Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

16

(v)    Prior to due presentment for the registration of a transfer of any Senior Note, the Trustee, any Paying Agent and the Company may deem and treat the Person in whose name any Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Senior Notes and for all other purposes, and none of the Trustee, any Paying Agent or the Company shall be affected by notice to the contrary.

(vi)    Upon surrender for registration of transfer of any Senior Note at the office or agency of the Company designated pursuant to Section 12.02 of the Base Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Senior Notes of any authorized denomination or denominations of a like aggregate principal amount.

(vii)    At the option of the Holder, Senior Notes may be exchanged for other Senior Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Senior Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 3.04 of the Base Indenture.

(viii)    All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 204 to effect a registration of transfer or exchange may be submitted by facsimile or e-mail.

(ix)    Neither the Trustee nor any Paying Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

(x)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Senior Indenture or under applicable law with respect to any transfer of any interest in any Senior Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Senior Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 205    Corporate Trust Office.

With respect to the Senior Notes, the principal corporate trust office of the Trustee named in the preamble to the Base Indenture as of the date of execution hereof is located at 240 Greenwich Street, New York, New York 10286.

17

Section 206    Conforming to Prospectus Description.

With respect to the Senior Notes, Section 11.01 of the Base Indenture shall be revised to add the following as subclause (l):

“(l) to conform the terms of the Debt Securities or the Indenture with the description set forth in any prospectus relating to such Debt Securities.”

ARTICLE III

MISCELLANEOUS

Section 301    Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 302    Successors and Assigns.

All covenants and agreements in this Fifth Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.

Section 303    Separability Clause.

In case any provision in this Fifth Supplemental Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 304    Governing Law.

This Fifth Supplemental Indenture and the Senior Notes shall be deemed to be contracts made and to be performed entirely in the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State without regard to the conflicts of law rules of said State.

Section 305    U.S.A. PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as the Trustee may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

* * * * *

18

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. As provided in the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), this instrument may be executed by facsimile signature or other electronic signature complying with such Act.

19

IN WITNESS HEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ Thomas H. Loeffler
Name:	Thomas H. Loeffler
Title:	Executive Vice President and Deputy Treasurer

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Shannon Matthews
Name:	Shannon Matthews
Title:	Agent

[Signature Page to the Fifth Supplemental Indenture]

EXHIBIT A

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SENIOR INDENTURE GOVERNING THIS SENIOR NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 204(g) OF THE FIFTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 204(a) OF THE FIFTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 204(g) OF THE FIFTH SUPPLEMENTAL INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EACH PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE OR HOLDING OF THE NOTES THAT (A) IT IS NOT A PLAN (INCLUDING A PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND ENTITIES SUCH AS COLLECTIVE INVESTMENT FUNDS, PARTNERSHIPS AND SEPARATE ACCOUNTS WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF SUCH PLANS, AS WELL AS INDIVIDUAL RETIREMENT ACCOUNTS, KEOGH PLANS FOR SELF-EMPLOYED INDIVIDUALS AND ANY OTHER PLANS THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) AND ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES IS NOT MADE ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101 AS MODIFIED BY ERISA SECTION 3(42), OR (B) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF

A-1

THE CODE. IN ADDITION, EACH PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE OR HOLDING OF THE NOTES THAT SUCH PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION IS NOT AND WILL NOT BE PROHIBITED UNDER SIMILAR RULES TO THE “PROHIBITED TRANSACTION” RULES OF ERISA OR SECTION 4975 OF THE CODE UNDER OTHER APPLICABLE LAWS OR REGULATIONS.

CUSIP: 174610 AT2

ISIN: US174610AT28

CITIZENS FINANCIAL GROUP, INC.

GLOBAL NOTE

representing up to

$[            ]

3.250% Senior Notes due 2030

No. U.S.$

Citizens Financial Group, Inc., a Delaware corporation, promises to pay to ________ or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of _______ United States Dollars] on April 30, 2030.

Interest Payment Dates: Beginning on October 30, 2020, April 30 and October 30 of each year

Record Dates: April 15 and October 15

Additional provisions of this Senior Note are set forth on the other side of this Senior Note.

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IN WITNESS HEREOF, the Company has caused this Senior Note to be duly executed.

Dated: ___________, 2020

CITIZENS FINANCIAL GROUP, INC.

By:

Name:

Title:

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes referred to in the within-mentioned Senior Indenture:

THE BANK OF NEW YORK MELLON,
as Trustee

By:

Name:

Title:

Dated:

A-4

REVERSE SIDE OF NOTE

3.250% Senior Notes due 2030

Capitalized terms used herein shall have the meanings assigned to them in the Senior Indenture referred to below unless otherwise indicated.

1.    INTEREST. Citizens Financial Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Senior Note at a rate per annum of 3.250% from April 30, 2020 until maturity, computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on this Senior Note (i) semi-annually in arrears on April 30 and October 30 of each year (each, an “Interest Payment Date”) or, if any such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date to the Holder of record of this Senior Note on the 15th day preceding the applicable Interest Payment Date with respect to such Interest Payment Date (each, a “Record Date”). Interest on this Senior Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including April 30, 2020; provided that the first Interest Payment Date shall be October 30, 2020.

2.    METHOD OF PAYMENT. The Company will pay interest on this Senior Note to the Person that is the registered Holder of this Senior Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Senior Note is cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 3.08 of the Base Indenture with respect to Defaulted Interest. The interest payment at maturity will be payable to the person to whom principal is payable. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register of Holders; provided that (a) all payments of principal, premium, if any, and interest on, Senior Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof or as may otherwise be in accordance with the Applicable Procedures of DTC and (b) all payments of principal, premium, if any, and interest with respect to certificated Senior Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.    PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, the Trustee under the Senior Indenture, will act as Paying Agent and Security Registrar. The Company may change any Paying Agent or Security Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.

4.    SENIOR INDENTURE. The Company issued the Senior Notes under a Senior Indenture, dated as of October 28, 2015 (the “Base Indenture”), as amended and supplemented by a First

A-5

Supplemental Indenture, dated as of July 28, 2016 (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of February 24, 2017 (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of July 25, 2019 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture, dated as of February 6, 2020 (the “Fourth Supplemental Indenture”), and a Fifth Supplemental Indenture, dated as of April 30, 2020 (the “Fifth Supplemental Indenture,” and the Base Indenture, as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Senior Indenture”), each between the Company and the Trustee. This Senior Note is one of a duly authorized issue of Debt Securities of the Company designated as its “3.250% Senior Notes due 2030”. To the extent any provision of this Senior Note conflicts with the express provisions of the Senior Indenture, the provisions of the Senior Indenture shall govern and be controlling.

5.    REDEMPTION. Except as described below, the Senior Notes shall not be redeemable at the Company’s option:

(a)    Optional Redemption. The Company may, at its option, redeem the Senior Notes, in whole or in part, at any time or from time to time on or after October 30, 2020 and prior to the Par Call Date, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Senior Notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments determined as provided in Section 203 of the Fifth Supplemental Indenture, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. At any time or from time to time on or after the Par Call Date, the Company may redeem the Senior Notes, in whole or in part, at a Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. If the Redemption Price in respect of the Senior Notes is not paid on the Redemption Date, interest on the outstanding principal amount of the Senior Notes will continue to accrue until the Redemption Price is actually paid or set aside for payment.

(b)    Redemption Procedures. Except as modified by Section 203 of the Fifth Supplemental Indenture, any redemption of the Senior Notes under Section 203 of the Fifth Supplemental Indenture is subject to the terms and conditions of Article 13 of the Base Indenture.

6.    MANDATORY REDEMPTION, SINKING FUND. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Senior Notes.

7.    DEFEASANCE. The Senior Notes will be subject to defeasance and covenant defeasance pursuant to Article 14 of the Base Indenture.

8.    DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Notes are in registered form without coupons in a minimum denomination of $2,000 and authorized denominations of any integral multiples of $1,000 in excess thereof. The transfer of Senior Notes may be registered and Senior Notes may be exchanged as provided in the Senior Indenture. The Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes

A-6

and fees required by law or permitted by the Senior Indenture. The Company need not exchange or register the transfer of any Senior Note or portion of a Senior Note selected for redemption. Also, the Company need not exchange of register the transfer of any Senior Notes for a period of 15 days before a selection of Senior Notes to be redeemed.

9.    PERSONS DEEMED OWNERS. The registered Holder of a Senior Note may be treated as its owner for all purposes.

10.    AMENDMENT, SUPPLEMENT AND WAIVER. The Senior Indenture or the Senior Notes may be amended or supplemented as provided in the Senior Indenture.

11.    RESTRICTIVE COVENANTS. The Senior Indenture contains certain covenants, including covenants with respect to the following matters: (i) merger, consolidation or sale of all or substantially all assets; and (ii) dispositions of stock of a Principal Subsidiary Bank.

12.    DEFAULTS AND REMEDIES. If an Event of Default with respect to the Senior Notes occurs, the principal of all outstanding Senior Notes and any accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture. Notwithstanding the foregoing, if an Event of Default under Section 5.01(a) or Section 5.01(b) of the Base Indenture (set forth as Section 5.01(d) and Section 5.01(e) as modified by Section 202(k) of the Fifth Supplemental Indenture) shall occur and be continuing with respect to the Company the principal of all outstanding Senior Notes and any accrued and unpaid interest thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders. Holders may not enforce the Senior Indenture or the Senior Notes except as provided in the Senior Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Notes notice of any default under the Senior Indenture (except a default relating to the payment of principal of, premium, if any, or interest on the Senior Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in principal amount of the outstanding Senior Notes may on behalf of the Holders of all of the Senior Notes waive any past default or its consequences under the Senior Indenture, except a default in payment of the principal of, premium, if any, or interest on, any of the Senior Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Senior Indenture.

13.    AUTHENTICATION. This Senior Note shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14.    GOVERNING LAW. THE SENIOR INDENTURE AND THIS SENIOR NOTE SHALL BE DEEMED TO BE CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SAID STATE.

A-7

15.    CUSIP NUMBERS AND ISIN. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers and ISINs to be printed on the Senior Notes and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Senior Indenture. Requests may be made to the Company at the following address:

Citizens Financial Group, Inc.

600 Washington Boulevard

Stamford, CT 06901

Fax No.: 203-900-6758

Attention: Robin S. Elkowitz

A-8

ASSIGNMENT FORM

To assign this Senior Note, fill in the form below:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint __________________________________________________________ to transfer this Senior Note on the books of the Company. The agent may substitute another to act for him.

Date: ______________________    

Your Signature:
	(Please sign exactly as your name appears on the face of this Senior Note)

Signature Guarantee*: _____________________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $[                ]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized
officer of Trustee or Custodian

* This schedule should be included only if the Senior Note is issued in global form.

A-10

EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

April 30, 2020

Citizens Financial Group, Inc.,

    One Citizens Plaza,

        Providence, Rhode Island 02903.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of $750,000,000 principal amount of 3.250% Senior Notes due 2030 (the “Securities”) of Citizens Financial Group, Inc., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that the Securities constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture and Supplemental Indenture under which the Securities were issued have been duly authorized, executed and delivered by

Citizens Financial Group, Inc. -2-

the Trustee thereunder, that the Securities conform to the specimens thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been signed by one of the Trustee’s authorized officers and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement relating to the Securities and to the reference to us under the caption “Validity of Securities” in the prospectus supplement, which is part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

XML

Document and Entity Information	Apr. 30, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Apr. 30, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	456-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	CFG PrD
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE