CITIZEN FINANCIAL GROUP, INC.
4.300% Fixed Rate Reset Subordinated Notes due 2031
REGISTRATION RIGHTS AGREEMENT
February 11, 2021
Credit Suisse Securities (USA) LLC
(the Lead Dealer Manager)
Barclays Capital Inc.
BofA Securities, Inc.
Citizens Capital Markets, Inc.
(the Co-Dealer Managers and,
together with the Lead Dealer Manager,
the Dealer Managers)
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Ladies and Gentlemen:
Citizens Financial Group, Inc., a Delaware corporation (the Company), proposes to issue its 4.300% Fixed Rate Reset Subordinated Notes due 2031 (the New Notes) in connection with its offers to exchange for New Notes and, solely with respect to the 4.300% Subordinated Notes due 2025, an additional cash payment (such offers, the Exchange Offers), the Companys outstanding 4.300% Subordinated Notes due 2025, 4.150% Subordinated Notes due 2022 and 4.023% Subordinated Notes due 2024 (collectively, the Old Notes), upon the terms set forth in the Dealer Manager Agreement, dated as of January 12, 2021 (the Dealer Manager Agreement), between the Company and you as the dealer managers (the Dealer Managers), relating to the Exchange Offers for the Old Notes. The New Notes are to be issued under the Subordinated Indenture dated as of September 28, 2012 (the Base Indenture), between the Company (as successor to RBS Citizens Financial Group, Inc.) and The Bank of New York Mellon (the Trustee), as supplemented by the Twelfth Supplemental Indenture dated as of the date hereof (the Supplemental Indenture and, together with the Base Indenture, the Indenture). To induce the Dealer Managers to enter into the Dealer Manager Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders (each a Holder and, collectively, the Holders) from time to time of the New Notes or the Exchange Notes (as hereinafter defined), as follows:
1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Dealer Manager Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.