115,000,000 Shares CITIZENS FINANCIAL GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2015 • Citizens Financial Group Inc/Ri • State commercial banks • New York
RBSG International Holdings Limited (the “Selling Shareholder”), a shareholder of Citizens Financial Group, Inc. (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman, Sachs & Co., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of 115,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”).
John Fawcett Staten Island, New York 10304 Dear John:Citizens Financial Group Inc/Ri • March 23rd, 2015 • State commercial banks • New York
In connection with your separation of employment from Citizens Financial Group, Inc., as mutually agreed by you and Citizens (“Citizens” is defined in Section 9 below), Citizens is offering you compensation specified in Section 1 below (the “Separation Payment”), some of which you are not otherwise entitled to, in exchange for a release of certain rights specified in this Separation and General Release Agreement (“Agreement”). The terms of the Separation Payment and general release provisions are found below. Please understand that this is an important legal document that you should read and consider carefully with an attorney of your choosing before you decide whether to sign. In order to be eligible to receive the Separation Payment, you must first agree to the terms and conditions in this letter and return it to me at the address listed in Section 18 below.
