Common use of Conditional Bonus Clause in Contracts

Conditional Bonus. Subject to the below, for the performance year 2014 only, you will receive as part of your Variable Incentive Compensation a conditional performance bonus of $450,000.00, less any applicable tax and other statutory deductions (the “Conditional Bonus”), subject to you receiving a performance rating of 3 based on achieving the Objectives outlined below. In the event that you fail to achieve these Objectives, the Conditional Bonus will be reviewed for appropriate payout, if any. • Review changes or developments in law, regulation or market practice to consider their impact on products, processes, transactions and our customers • Lead the legal work to contribute to a successful IPO of Citizens Financial Group and separation from RBS by actively participating in IPO related Core Working Group meetings, representing the Company in meetings with RBS, investment bankers and underwriters, and providing input into IPO related documentation and agreements • Lead the legal function and provide advice and counsel to proactively manage and mitigate legal risk • Manage legal spend within appropriate budget to achieve best value for the bank • Complete an assessment of the organizational structure and staff by December 31, 2014 • Provide legal advice and support efforts to remediate regulatory issues by actively participating in the Company's Executive Risk Forum and Regulatory Executive Steering Committee meetings • Take personal responsibility for adherence to policies and procedures designed to meet the spirit and letter of our regulatory obligations, for ensuring fair outcomes to our customers and supporting prompt identification, reporting and remediation of issues The Company reserves the right to change (amend or replace) these Objectives at any time with prior consultation with you. In the event of any change, the objectives subsequently notified to you (the "New Objectives") will take precedence over these Objectives. All other terms and conditions, as set out in this letter, will remain unaffected unless advised to the contrary. The Conditional Bonus will be paid in the form of a Deferred Award made under the RBS Deferral Plan applicable from time to time, or such other plan that may be in operation at that time (the “Deferral Plan”). The RBS Group reserves the right to change the rules of the Deferral Plan, or to cancel or replace it, at any time (including, for the avoidance of doubt, during any financial year) in its sole and absolute discretion and, for the avoidance of any doubt, such change may have a retrospective effect. You will not be eligible to be paid the Conditional Bonus if your employment terminates or either party has given notice to terminate your employment on or before the Award Date of the relevant Deferred Award unless such termination falls within one of the following exceptional circumstances: • ill-health, injury or disability, as established to the satisfaction of the RBS Group; • death; • retirement with the approval of the RBS Group; • your employing company ceasing to be a member of the RBS Group, except via divestiture through Initial Public Offering ("IPO"); • the business in which you work being transferred to a person or entity which is not a member of the RBS Group; • redundancy with the approval of the RBS Group. If the termination of your employment does fall within one of the above circumstances, you will remain eligible to receive the Conditional Bonus in the form of a Deferred Award. For your information, the Deferral Plan contains certain provisions in respect of when a Deferred Award, or a proportion of it, may be forfeited as a result of termination of employment. In particular, if before the date on which the Deferred Award or a part of it becomes payable or vests, your employment has terminated or the Company has given notice to terminate your employment for Cause (as defined in the Deferral Plan rules), or you have resigned in circumstances which would entitle the Company to summarily terminate your employment, you will not be entitled to receive your Deferred Award or any remaining part of it. If your employment has terminated (or either party has given notice to terminate your employment) for other reasons, in most cases, your Deferred Award will continue to become payable and vest (subject always to the below), unless you have engaged in Competitive or Detrimental Activity, in accordance with the rules of the Deferral Plan (as amended or replaced from time to time). The rules of the Deferral Plan also contain provisions under which unvested elements of Deferred Awards can be delayed, reduced or forfeited and these will apply to any Deferred Award made to you. In the event of any conflict, the rules of the Deferral Plan shall take precedence over the terms of this letter whether implemented before or after your employment commences.

Conditional Bonus. Subject to the below, for the performance year 2014 only, you will receive as part of your Variable Incentive Compensation a conditional performance bonus of $450,000.00, less any applicable tax and other statutory deductions (the “Conditional Bonus”), subject to you receiving a performance rating of 3 based on achieving the Objectives outlined below. In the event that you fail to achieve these Objectives, the Conditional Bonus will be reviewed for appropriate payout, if any. • Review changes or developments in law, regulation or market practice to consider their impact on products, processes, transactions and our customers • Lead the legal work to contribute to a successful IPO of Citizens Financial Group and separation from RBS by actively participating in IPO related Core Working Group meetings, representing the Company in meetings with RBS, investment bankers and underwriters, and providing input into IPO related documentation and agreements • Lead the legal function and provide advice and counsel to proactively manage and mitigate legal risk • Manage legal spend within appropriate budget to achieve best value for the bank • Complete an assessment of the organizational structure and staff by December 31, 2014 • Provide legal advice and support efforts to remediate regulatory issues by actively participating in the Company's Executive Risk Forum and Regulatory Executive Steering Committee meetings • Take personal responsibility for adherence to policies and procedures designed to meet the spirit and letter of our regulatory obligations, for ensuring fair outcomes to our customers and supporting prompt identification, reporting and remediation of issues The Company reserves the right to change (amend or replace) these Objectives at any time with prior consultation with you. In the event of any change, the objectives subsequently notified to you (the "New Objectives") will take precedence over these Objectives. All other terms and conditions, as set out in this letter, will remain unaffected unless advised to the contrary. The Conditional Bonus will be paid in the form of a Deferred Award made under the RBS Deferral Plan applicable from time to time, or such other plan that may be in operation at that time (the “Deferral Plan”). The RBS Group reserves the right to change the rules of the Deferral Plan, or to cancel or replace it, at any time (including, for the avoidance of doubt, during any financial year) in its sole and absolute discretion and, for the avoidance of any doubt, such change may have a retrospective effect. You will not be eligible to be paid the Conditional Bonus if your employment terminates or either party has given notice to terminate your employment on or before the Award Date of the relevant Deferred Award unless such termination falls within one of the following exceptional circumstances: • ill-health, injury or disability, as established to the satisfaction of the RBS Group; • death; • retirement with the approval of the RBS Group; • your employing company ceasing to be a member of the RBS Group, except via divestiture through Initial Public Offering ("IPO"); • the business in which you work being transferred to a person or entity which is not a member of the RBS Group; or • redundancy with the approval of the RBS Group. If the termination of your employment does fall within one of the above circumstances, you will remain eligible to receive the Conditional Bonus in the form of a Deferred Award. For your information, the Deferral Plan contains certain provisions in respect of when a Deferred Award, or a proportion of it, may be forfeited as a result of termination of employment. In particular, if before the date on which the Deferred Award or a part of it becomes payable or vests, your employment has terminated or the Company has given notice to terminate your employment for Cause (as defined in the Deferral Plan rules), or you have resigned in circumstances which would entitle the Company to summarily terminate your employment, you will not be entitled to receive your Deferred Award or any remaining part of it. If your employment has terminated (or either party has given notice to terminate your employment) for other reasons, in most cases, your Deferred Award will continue to become payable and vest (subject always to the below), unless you have engaged in Competitive or Detrimental Activity, in accordance with the rules of the Deferral Plan (as amended or replaced from time to time). The rules of the Deferral Plan also contain provisions under which unvested elements of Deferred Awards can be delayed, reduced or forfeited and these will apply to any Deferred Award made to you. In the event of any conflict, the rules of the Deferral Plan shall take precedence over the terms of this letter whether implemented before or after your employment commences.

Conditional Bonus. Subject to the below, for the performance year 2014 only, you will receive as part of your Variable Incentive Compensation a conditional performance bonus of $450,000.00, less any applicable tax and other statutory deductions (the “Conditional Bonus”), subject to you receiving a performance rating of 3 based on achieving the Objectives outlined below. In the event that you fail to achieve these Objectives, the Conditional Bonus will be reviewed for appropriate payout, if any. • Review changes or developments in law, regulation or market practice to consider their impact on products, processes, transactions and our customers • Lead the legal work to contribute to a successful IPO of Citizens Financial Group and separation from RBS by actively participating in IPO related Core Working Group meetings, representing the Company in meetings with RBS, investment bankers and underwriters, and providing input into IPO related documentation and agreements • Lead the legal function and provide advice and counsel to proactively manage and mitigate legal risk • Manage legal spend within appropriate budget to achieve best value for the bank • Complete an assessment of the organizational structure and staff by December 31, 2014 • Provide legal advice and support efforts to remediate regulatory issues by actively participating in the Company's Executive Risk Forum and Regulatory Executive Steering Committee meetings • Take personal responsibility for adherence to policies and procedures designed to meet the spirit and letter of our regulatory obligations, for ensuring fair outcomes to our customers and supporting prompt identification, reporting and remediation of issues The Company reserves the right to change (amend or replace) these Objectives at any time with prior consultation with you. In the event of any change, the objectives subsequently notified to you (the "New Objectives") will take precedence over these Objectives. All other terms and conditions, as set out in this letter, will remain unaffected unless advised to the contrary. The Conditional Bonus will be paid in the form of a Deferred Award made under the RBS Deferral Plan applicable from time to time, or such other plan that may be in operation at that time (the “Deferral Plan”). The RBS Group reserves the right to change the rules of the Deferral Plan, or to cancel or replace it, at any time (including, for the avoidance of doubt, during any financial year) in its sole and absolute discretion and, for the avoidance of any doubt, such change may have a retrospective effect. You will not be eligible to be paid the Conditional Bonus if your employment terminates or either party has given notice to terminate your employment on or before the Award Date of the relevant Deferred Award unless such termination falls within one of the following exceptional circumstances: • ill-health, injury or disability, as established to the satisfaction of the RBS Group; • death; • retirement with the approval of the RBS Group; • your employing company ceasing to be a member of the RBS Group, except via divestiture through Initial Public Offering ("IPO"); • the business in which you work being transferred to a person or entity which is not a member of the RBS Group; or • redundancy with the approval of the RBS Group. If the termination of your employment does fall within one of the above circumstances, you will remain eligible to receive the Conditional Bonus in the form of a Deferred Award. For your information, the Deferral Plan contains certain provisions in respect of when a Deferred Award, or a proportion of it, may be forfeited as a result of termination of employment. In particular, if before the date on which the Deferred Award or a part of it becomes payable or vests, your employment has terminated or the Company has given notice to terminate your employment for Cause (as defined in the Deferral Plan rules), or you have resigned in circumstances which would entitle the Company to summarily terminate your employment, you will not be entitled to receive your Deferred Award or any remaining part of it. If your employment has terminated (or either party has given notice to terminate your employment) for other reasons, in most cases, your Deferred Award will continue to become payable and vest (subject always to the below), unless you have engaged in Competitive or Detrimental Activity, in accordance with the rules of the Deferral Plan (as amended or replaced from time to time). The rules of the Deferral Plan also contain provisions under which unvested elements of Deferred Awards can be delayed, reduced or forfeited and these will apply to any Deferred Award made to you. In the event of any conflict, the rules of the Deferral Plan shall take precedence over the terms of this letter whether implemented before or after your employment commences.