EXHIBIT 3. STOCKHOLDERS AGREEMENT Agreement dated as of June 21, 1999 (the "Agreement"), by and between Citizens Financial Group, Inc., a Delaware corporation (the "Buyer"), and the undersigned Director and/or Officer of UST Corp., a Massachusetts...Stockholders Agreement • July 1st, 1999 • Citizens Financial Group Inc/De • State commercial banks • Massachusetts
115,000,000 Shares CITIZENS FINANCIAL GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 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”), Goldman, Sachs & Co., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of 115,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”).
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Form of Indemnification Agreement • September 8th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2014, by and between Citizens Financial Group, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Series D, Par Value $25.00 per Share of Preferred Stock, Liquidation Preference $1,000 per Share of Preferred Stock (Equivalent to $25 per Depositary Share) CITIZENS...Underwriting Agreement • January 29th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens Capital Markets, Inc., are acting as representatives (the “Representatives”), 12,000,000 depositary shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Preferred Shares”) of the Company (such number of depositary shares, the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 29, 2014 (this “Agreement”), is by and between Citizens Financial Group, Inc., a Delaware corporation (the “Company”), and The Royal Bank of Scotland Group plc, a public limited company organized under the laws of Scotland (Company Number SC045551) (“RBSG”).
DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of January 29,...Deposit Agreement • January 28th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of January 29, 2019, among (i) CITIZENS FINANCIAL GROUP, INC., a Delaware corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
CITIZEN FINANCIAL GROUP, INC. 4.300% Fixed Rate Reset Subordinated Notes due 2031 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2021 • Citizens Financial Group Inc/Ri • State commercial banks • New York
☐ CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS NEW NOTES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR SUCH NEW NOTES.
110,461,782 Shares CITIZENS FINANCIAL GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 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 Goldman, Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriters” or the “Representatives”) an aggregate of 110,461,782 shares of the common stock, par value $0.01 per share, of the Company (the “Shares”).
400,000 Shares of $25.00 per Share, Liquidation Preference $1,000 per Share CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT May 28, 2020Citizens Financial Group Inc/Ri • June 4th, 2020 • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets, Inc. are acting as representatives (the “Representatives”), 400,000 shares of its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, par value of $25.00, liquidation preference $1,000 per share (the “Securities”).
CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement Terms and ConditionsRestricted Stock Unit Award Agreement Terms and Conditions • February 16th, 2024 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and this Award Agreement, the provisions of the Plan shall prevail.
CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement Terms and ConditionsStock Unit Award Agreement Terms and Conditions • February 16th, 2024 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and this Award Agreement, the provisions of the Plan shall prevail.
DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 28,...Deposit Agreement • October 28th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of October 28, 2019, among (i) CITIZENS FINANCIAL GROUP, INC., a Delaware corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
WITNESSETH:Stock Option Agreement • July 1st, 1999 • Citizens Financial Group Inc/De • State commercial banks • Massachusetts
DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of January 29,...Deposit Agreement • January 29th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of January 29, 2019, among (i) CITIZENS FINANCIAL GROUP, INC., a Delaware corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
EXHIBIT 4. Joint Filing AgreementJoint Filing Agreement • July 1st, 1999 • Citizens Financial Group Inc/De • State commercial banks
SEPARATION AND SHAREHOLDER AGREEMENTSeparation and Shareholder Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York
THIS SEPARATION AND SHAREHOLDER AGREEMENT, dated as of September 26, 2014, is by and between THE ROYAL BANK OF SCOTLAND GROUP PLC, a public limited company organized under the laws of Scotland (Company Number SC045551) (“RBS”), and CITIZENS FINANCIAL GROUP, INC., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the respective meanings assigned to them in Article 1 hereof.
RBS BUSINESS SERVICES PRIVATE LTD and CITIZENS BANK, N.A. AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT (“MSA”), dated as of September 29, 2014, is by and between RBS BUSINESS SERVICES PRIVATE LTD, a company incorporated under the laws of India, whose registered office is at Empire Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 India, formerly known as ABN AMRO CENTRAL ENTERPRISE SERVICES PRIVATE LIMITED (“PROVIDER”) and whose processing centres are located at Mumbai, Chennai, Gurgaon and New Delhi; and CITIZENS BANK, N.A a United States national bank with its principal place of business at 1 Citizens Plaza, Providence, Rhode Island 02903, formerly known as RBS Citizens, N.A.. (“Recipient”), Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 hereof.
CITIZENS FINANCIAL GROUP, INC.Restricted Stock Unit Award Agreement • February 23rd, 2021 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and this Award Agreement, the provisions of the Plan shall prevail.
CITIZENS FINANCIAL GROUP, INC. 2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN RSU Award Agreement Terms and ConditionsRsu Award Agreement Terms and Conditions • February 26th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this award agreement (this “Award Agreement”), capitalized terms will have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “Plan”). In the event of a conflict among the provisions of the Plan, this Award Agreement and any descriptive materials provided in connection herewith, the provisions of the Plan will prevail.
CITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and ConditionsCitizens Financial Group Inc/Ri • February 23rd, 2022 • State commercial banks • Delaware
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 21st, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 6, 2014 by and between Citizens Financial Group, Inc. (the “Company”) and Malcolm Griggs (“Executive”) (certain capitalized terms used herein being defined in Section 16).
RBS GLOBAL TRADE SERVICE CENTRE PRIVATE LIMITED and CITIZENS BANK, N.A. TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks
THIS TRANSITIONAL SERVICES AGREEMENT (“TSA”), dated as of September 29, 2014, is by and between RBS GLOBAL TRADE SERVICE CENTRE PRIVATE LIMITED, a company incorporated under the laws of India, whose registered office is at Empire Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 India and whose processing centres are located at Mumbai, Chennai and Gurgaon (“PROVIDER”); and CITIZENS BANK, N.A a United States national bank with its principal place of business at 1 Citizens Plaza, Providence, Rhode Island 02903, formerly known as RBS Citizens, N.A.. (“Recipient”), Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2015 • Citizens Financial Group Inc/Ri • State commercial banks • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 23, 2015, by and between Citizens Financial Group, Inc. (the “Company”) and Donald H. McCree III (“Executive”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York
THIS TRANSITIONAL SERVICES AGREEMENT (“TSA”), dated as of September 29, 2014, is by and among THE ROYAL BANK OF SCOTLAND GROUP PLC (“RBSG”), a public limited company organized under the laws of Scotland (Company Number SC045551); and CITIZENS FINANCIAL GROUP, INC. (“CFG”), a Delaware corporation with its principal place of business in Providence, Rhode Island. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 hereof.
CITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and ConditionsAward Agreement • February 21st, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
CITIZENS FINANCIAL GROUP, INC. Deferred Cash Award Agreement Terms and ConditionsCitizens Financial Group Inc/Ri • February 16th, 2024 • State commercial banks • Delaware
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 13, 2016, by and between Citizens Financial Group, Inc. (the “Company”) and John Woods (“Executive”).
TRADE MARK LICENCE AGREEMENTTrade Mark Licence Agreement • November 14th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • England and Wales
NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Licensor and the Licensee) and in consideration of the mutual undertakings set out in this Agreement, and intending to be legally bound hereby, the Licensor and the Licensee agree as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • New York
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 5, 2016 (the “Effective Date”) by and between Citizens Financial Group, Inc. (the “Company”) and Bruce Van Saun (“Executive”) (certain capitalized terms used herein being defined in Section 13).
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”).
CITIZENS FINANCIAL GROUP, INC. 2014 OMNIBUS INCENTIVE PLANAward Agreement Terms and Conditions • August 3rd, 2017 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this amendment to the award agreement (this “Amendment”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”).
CITIZENS FINANCIAL GROUP, INC.Performance Stock Unit Award Agreement • February 23rd, 2021 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this award agreement (this “Award Agreement”), capitalized terms shall have the meanings assigned to them in the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”). In the event of a conflict among the provisions of the Plan and this Award Agreement, the provisions of the Plan shall prevail.
March 21, 2007 Ms. Ellen Alemany Dear Ellen:Citizens Financial Group Inc/Ri • August 15th, 2014 • State commercial banks • New York
This side letter has been entered into following the execution of your Employment Agreement dated March 21, 2007, between you and RBS North America Services, Inc. (the “Employment Agreement”) and, as such, amends and modifies certain provisions therein to the extent expressly set forth below. Defined terms contained in this side letter have the same meaning as in the Employment Agreement, unless otherwise specified.
TRADE MARK LICENCE AGREEMENT between THE ROYAL BANK OF SCOTLAND GROUP PLC and CITIZENS FINANCIAL GROUP INC.Licence Agreement • September 8th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • England and Wales
NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Licensor and the Licensee) and in consideration of the mutual undertakings set out in this Agreement, and intending to be legally bound hereby, the Licensor and the Licensee agree as follows:
Amendment to [Performance Share Unit Award Agreement /Share Unit Award Agreement • February 26th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware
Unless defined in this amendment to the award agreement (this “Amendment”), capitalized terms shall have the meanings assigned to them in the [Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “Plan”)]1[Deferred Cash Award Agreement Terms and Conditions (the “Award Agreement”)]2.
