0000759944-16-000137 Sample Contracts

Bruce Van Saun – May 2016 Grant Restricted Stock Unit Award Agreement Terms and Conditions
Restricted Stock Unit Award Agreement Terms and Conditions • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware

Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and this Award Agreement, the provisions of the Plan shall prevail.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 5, 2016 (the “Effective Date”) by and between Citizens Financial Group, Inc. (the “Company”) and Bruce Van Saun (“Executive”) (certain capitalized terms used herein being defined in Section 13).

CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN
Share Unit Award Agreement Terms and Conditions • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 18, 2016 by and between Citizens Financial Group, Inc. (the “Company”) and Randy Black (“Executive”).

CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Performance Share Unit Award Agreement (2016 Annual Grant) Terms and Conditions
Unit Award Agreement • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
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