0000759944-17-000047 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 1, 2014 by and between Citizens Financial Group, Inc. (the “Company”) and Stephen Gannon (“Executive”) (certain capitalized terms used herein being defined in Section 17).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 13, 2016, by and between Citizens Financial Group, Inc. (the “Company”) and John Woods (“Executive”).

CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN
Role-Based Allowance - Share Award Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware

Unless defined in this amendment to the award agreement (this “Amendment”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”).

CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN
Performance Stock Unit Award Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware

Unless defined in this amendment to the Award Agreement (this “Amendment”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”).

CITIZENS FINANCIAL GROUP, INC. 2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN Restricted Stock Unit Award Agreement Terms and Conditions
Restricted Stock Unit Award Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware

Unless defined in this award agreement (this “Award Agreement”), capitalized terms will have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “Plan”). In the event of a conflict among the provisions of the Plan, this Award Agreement and any descriptive materials provided in connection herewith, the provisions of the Plan will prevail.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 23, 2015 by and between Citizens Financial Group, Inc. (the “Company”) and Donald H. McCree III (“Executive”).

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