CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2020 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc. (the “Underwriters” or “Representatives”), an aggregate of $300,000,000 principal amount of its 2.500% Senior Notes due 2030 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of October 28, 2015, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a fourth supplemental indenture thereto to be dated as of February 6, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or pl
