CITIZENS FINANCIAL GROUP, INC. [ ]% SUBORDINATED NOTES DUE 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2015 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as representative (the “Representatives”), an aggregate of $250,000,000 principal amount of its [ ]% Subordinated Notes due 2025 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of September 28, 2012, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by an eighth supplemental indenture thereto to be dated as of July [ ], 2015 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
CITIZENS FINANCIAL GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of [ ], 2015 to SUBORDINATED INDENTURE Dated as of September 28, 2012 $250,000,000 Principal Amount [ ]% Subordinated Notes due 2025Eighth Supplemental Indenture • July 28th, 2015 • Citizens Financial Group Inc/Ri • State commercial banks • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of [ ], 2015 (the “Eighth Supplemental Indenture”), between Citizens Financial Group, Inc. (formerly RBS 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”).
