CITIZENS FINANCIAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2016 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Citizens Capital Markets, Inc. and J.P. Morgan Securities LLC (the “Underwriters” or “Representatives”), an aggregate of $350,000,000 principal amount of its 2.375% Senior Notes due 2021 (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 first supplemental indenture thereto to be dated as of July 28, 2016 (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 II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean
