0001193125-14-311183 Sample Contracts

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.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 15th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of October 1, 2013 by and between RBS Citizens Financial Group, Inc. (the “Company”) and Bruce Van Saun (“Executive”) (certain capitalized terms used herein being defined in Section 14).

EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York

EMPLOYMENT AGREEMENT dated as of March 21, 2007, by and between RBS North America Services, Inc., a Delaware corporation (the “Company”) and Ellen Alemany (“Executive”) (certain capitalized terms used herein being defined in Section 16).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • August 15th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • New York

THIS SEPARATION AND RELEASE AGREEMENT (the “Release”) is entered into between Ellen Alemany (“Executive”), RBS Citizens Financial Group, Inc., (the “Company”) and The Royal Bank of Scotland Group plc (“RBSG”).

CITIZENS FINANCIAL GROUP, INC. RSU Award Agreement [Service Vesting]
Rsu Award Agreement • August 15th, 2014 • Citizens Financial Group Inc/Ri • State commercial banks • Delaware

Citizens Financial Group, Inc. (the “Company”) hereby grants to [Full Name] a restricted share unit award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Award Agreement”), capitalized terms will have the meanings assigned to them in 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.

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