] Shares CITIZENS FINANCIAL GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 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”) and Goldman, Sachs & Co., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of [ ] shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”).
