EX-4.16





 Exhibit 4.16 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUBORDINATED INDENTURE GOVERNING THIS SUBORDINATED NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 205(h) OF THE TWELFTH SUPPLEMENTAL
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 205(a) OF THE TWELFTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
308 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SUBORDINATED NOTES IN DEFINITIVE FORM, THIS
SUBORDINATED NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN. 
 EACH PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE OR
HOLDING OF THE NOTES THAT (A) IT IS NOT A PLAN (INCLUDING A PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND AN ENTITY SUCH AS A
COLLECTIVE INVESTMENT FUND, A PARTNERSHIP, A SEPARATE ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF SUCH PLANS, AN INDIVIDUAL RETIREMENT ACCOUNT, A KEOGH PLAN FOR SELF-EMPLOYED INDIVIDUALS AND ANY OTHER PLAN THAT IS SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) AND ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES IS NOT MADE ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN WITHIN THE MEANING OF U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101 AS MODIFIED BY ERISA SECTION 3(42), OR (B) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. IN ADDITION, EACH PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE OR HOLDING OF THE NOTES THAT SUCH PURCHASE, HOLDING AND SUBSEQUENT
DISPOSITION IS NOT AND WILL NOT BE PROHIBITED UNDER SIMILAR RULES TO THE “PROHIBITED TRANSACTION” RULES OF ERISA OR SECTION 4975 OF THE CODE UNDER OTHER APPLICABLE LAWS OR REGULATIONS. 












 CUSIP: 174610BA2 

ISIN: US174610BA28 
 GLOBAL NOTE

 representing up to 

$[ ] 
 4.300% Fixed Rate
Reset Subordinated Notes due 2031 
  

			
	 No.         
	  	$[ ]

 Citizens Financial Group, Inc., a Delaware corporation, promises to pay to Cede & Co. or registered
assigns, the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto on February 11, 2031. 

Interest Payment Dates: Beginning on August 11, 2021, February 11 and August 11 of each year 

Record Dates: January 27 and July 27 

Additional provisions of this Subordinated Note are set forth on the other side of this Subordinated Note. 












 IN WITNESS HEREOF, the Company has caused this Subordinated Note to be duly executed. 

Dated: 
  

			
	CITIZENS FINANCIAL GROUP, INC.


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	














 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Subordinated Notes referred to in the within-mentioned Subordinated Indenture: 

 

			
	THE BANK OF NEW YORK MELLON, 
as Trustee


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


 Dated: 












 Back of Subordinated Note 

4.300% Fixed Rate Reset Subordinated Notes due 2031 

Capitalized terms used herein shall have the meanings assigned to them in the Subordinated Indenture referred to below unless otherwise
indicated. 
 1. INTEREST. Citizens Financial Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal
amount of this Subordinated Note at a rate per annum equal to (a) from February 11, 2021 to, but excluding, February 11, 2026 (the “Reset Date”), 4.300% and (b) from and including the Reset Date to, but excluding
February 11, 2031 (the “Maturity Date”), the Five-Year U.S. Treasury Rate as of the day falling two Business Days prior to the Reset Date (the “Reset Determination Date”) plus 2.5%, in each case, computed on the basis
of a 360-day year comprised of twelve 30-day months. The Company will pay interest on this Subordinated Note (i) semi-annually in arrears on February 11 and
August 11 of each year (each, an “Interest Payment Date”) or, if any such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date to the Holder of record
of this Subordinated Note on the 15th day preceding the applicable Interest Payment Date with respect to such Interest Payment Date (each, a “Record Date”). Interest on this Subordinated Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from and including February 11, 2021; provided that the first Interest Payment Date shall be August 11, 2021. 

The “Five-Year U.S. Treasury Rate” means, as of the Reset Determination Date, (i) the average of the yields on actively traded
U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days appearing (or, if fewer than five Business Days appear, such number of Business Days appearing) under the caption “Treasury Constant
Maturities” in the most recently published H.15 as of 5:00 p.m. (Eastern Time) (the “Initial Base Rate”) or (ii) if there are no such published yields on actively traded U.S. Treasury securities adjusted to constant maturity, for
five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity for two series of actively traded U.S. Treasury securities,
(A) one maturing as close as possible to, but earlier than, the Maturity Date, and (B) the other maturing as close as possible to, but later than, the Maturity Date, in each case for the five business days appearing (or, if fewer than five
business days appear, such number of business days appearing) in the H.15 as of 5:00 p.m. (Eastern Time). 
 Notwithstanding the foregoing,
if the Company, in its sole discretion, determines on or prior to the Reset Determination Date that the Five-Year U.S. Treasury Rate cannot be determined in the manner described in the immediately preceding paragraph (a “Benchmark Substitution
Event”), the Company may, in its sole discretion, designate an unaffiliated agent or advisor (the “Designee”), to determine whether there is an industry-accepted successor rate to the Initial Base Rate. If the Designee determines that
there is such an industry-accepted successor rate, then the “Five-Year U.S. Treasury Rate” shall be such successor rate and, in that case, the Designee may then determine and adjust the business day convention, the definition of business
day and the Reset Determination Date to be used and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the Initial Base Rate,
in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate (the “Adjustments”). If the Company, in its sole discretion, does not designate a Designee or if the Designee determines that
there is no industry-accepted successor rate to the Initial Base Rate, then the Five-Year U.S. Treasury Rate will be 0.424%. 
 For purposes
of this Section 1, “Business Day” means any day that is not a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies in the City of New York are authorized or obligated by law to close. 

“H.15” means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve or any
successor. The interest rate for this Subordinated Note following the Reset Date will be determined by the Calculation Agent (as defined below), as of the Reset Determination Date. The Calculation Agent’s determination of any interest rate this
Subordinated Note will be final and binding in the absence of manifest error. 
 Unless this Subordinated Note is redeemed in whole on the
Reset Date, the Company will appoint a calculation agent (the “Calculation Agent”) for this Subordinated Note prior to the Reset Determination Date. The Calculation Agent may be the Company or an affiliate thereof. 












 2. METHOD OF PAYMENT. The Company will pay interest on this Subordinated Note to the Person that is the
registered Holder of this Subordinated Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Subordinated Note is cancelled after such Record Date and on or before
such Interest Payment Date, except as provided in Section 307 of the Base Indenture with respect to Defaulted Interest. Notwithstanding the foregoing, the interest payment at Maturity will be payable to the person to whom principal is payable.
Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register of Holders; provided that (a) all payments of principal, premium, if any, and interest on, Subordinated Notes
represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof or as may otherwise be in accordance with the
Applicable Procedures of DTC and (b) all payments of principal, premium, if any, and interest with respect to certificated Subordinated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, the Trustee under the Subordinated Indenture, will act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 












 4. SUBORDINATED INDENTURE. The Company issued the Subordinated Notes under a Subordinated Indenture, dated
as of September 28, 2012 (the “Base Indenture”), as amended and supplemented by an Twelfth Supplemental Indenture, dated as of February 11, 2021 (the “Twelfth Supplemental Indenture,” and the Base Indenture, as amended
and supplemented, including by the Twelfth Supplemental Indenture, the “Subordinated Indenture”), each between the Company and the Trustee. This Subordinated Note is one of a duly authorized issue of Subordinated Debt Securities of the
Company designated as its “4.300% Fixed Rate Reset Subordinated Notes due 2031”. To the extent any provision of this Subordinated Note conflicts with the express provisions of the Subordinated Indenture, the provisions of the Subordinated
Indenture shall govern and be controlling. 
 5. REDEMPTION. Except as described below, the Subordinated Notes shall not be redeemable at the Company’s
option: 
 (a) Optional Redemption. The Company may, at its option, redeem the Subordinated Notes, (i) in whole but not in part,
on the Reset Date; (ii) in whole or in part, at any time and from time to time on or after November 13, 2030; or (iii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event. Any such
redemption of the Subordinated Notes shall be subject to the Company obtaining the prior approval of the Appropriate Federal Banking Agency, if then required under capital rules applicable to the Company. 

(b) Redemption Price. In the case of any redemption of the Subordinated Notes, the redemption price shall be equal to 100% of the
Outstanding principal amount of the Subordinated Notes to be redeemed, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Redemption Price”). If the Redemption Price in respect of the Subordinated
Notes is not paid on the Redemption Date, interest on the Outstanding principal amount of the Subordinated Notes will continue to accrue until the Redemption Price is actually paid or set aside for payment. 

(c) Redemption Procedures. Except as modified by Section 203 of the Twelfth Supplemental Indenture, any redemption of the
Subordinated Notes under Section 203 of the Twelfth Supplemental Indenture is subject to the terms and conditions of Article XIII of the Base Indenture. 

6. MANDATORY REDEMPTION, SINKING FUND. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the
Subordinated Notes. 
 7. DEFEASANCE. The Subordinated Notes will be subject to defeasance and covenant defeasance pursuant to Article XIV of the Base
Indenture. 
 8. DENOMINATIONS, TRANSFER, EXCHANGE. The Subordinated Notes are in registered form without coupons in a minimum denomination of $2,000 and
authorized denominations of any integral multiples of $1,000 in excess thereof. The transfer of Subordinated Notes may be registered and Subordinated Notes may be exchanged as provided in the Subordinated Indenture. The Security Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Subordinated Indenture. The Company need
not exchange or register the transfer of any Subordinated Note or portion of a Subordinated Note selected for redemption. Also, the Company need not exchange of register the transfer of any Subordinated Notes for a period of 15 days before a
selection of Subordinated Notes to be redeemed. 












 9. PERSONS DEEMED OWNERS. The registered Holder of a Subordinated Note may be treated as its owner for all
purposes. 
 10. AMENDMENT, SUPPLEMENT AND WAIVER. The Subordinated Indenture or the Subordinated Notes may be amended or supplemented as provided in the
Subordinated Indenture. 
 11. DEFAULTS AND REMEDIES. The only Events of Default with respect to the Subordinated Notes are set forth in Article V of the
Base Indenture. If an Event of Default with respect to the Subordinated Notes occurs, the principal of all Outstanding Subordinated Notes and any accrued and unpaid interest thereon shall become due and payable immediately without any further action
on the part of the Trustee or the Holders. Holders may not enforce the Subordinated Indenture or the Subordinated Notes except as provided in the Subordinated Indenture. Subject to certain limitations, Holders of not less than a majority in
principal amount of the Outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Subordinated Notes notice of any default under the Subordinated Indenture (except a
default relating to the payment of principal of, premium, if any, or interest on the Subordinated Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in principal amount of the Outstanding
Subordinated Notes may on behalf of the Holders of all of the Subordinated Notes waive any past default or its consequences under the Subordinated Indenture, except a default in payment of the principal of, premium, if any, or interest on, any of
the Subordinated Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Subordinated Indenture, and the Company is required to give prompt written notice to the Trustee of any insolvency,
bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the
Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Subordinated Notes under Section 1501 of the Base
Indenture. 
 12. AUTHENTICATION. This Subordinated Note shall not be entitled to any benefit under the Subordinated Indenture or be valid or obligatory for
any purpose until authenticated by the Trustee in accordance with the Subordinated Indenture. 
 13. GOVERNING LAW. THE SUBORDINATED INDENTURE AND THIS
SUBORDINATED NOTE SHALL BE DEEMED TO BE CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW
RULES OF SAID STATE. 
 14. CUSIP NUMBERS AND ISIN. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP numbers and ISINs to be printed on the Subordinated Notes and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Subordinated Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 












 The Company will furnish to any Holder upon written request and without charge a copy of the Subordinated
Indenture. Requests may be made to the Company at the following address: 
 Citizens Financial Group, Inc. 

600 Washington Boulevard 

Stamford, CT 06901 
 Fax No.: 203-583-4937 
 Attention: Robin S. Elkowitz 












 ASSIGNMENT FORM 

To assign this Subordinated Note, fill in the form below: 
  

 
 (Insert assignee’s legal name)

  
  

(Insert assignee’s social security or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint __________________________________________________________ to transfer this Subordinated Note on the books
of the Company. The agent may substitute another to act for him. 
 Date: ______________________     

 

			
	Your Signature:	 	 
		 	(Please sign exactly as your name appears on the face of this Subordinated Note)


 Signature Guarantee*: _____________________________________________ 

 

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 














 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The initial Outstanding principal amount of this Global Note is $[ ]. The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of

Exchange
	  	 Amount of

decrease in
 Principal

Amount of this
 Global Note
	  	 Amount of

increase in
 Principal

Amount of this
 Global Note
	  	 Principal Amount of this

Global Note following

such decrease or increase
	  	 Signature of authorized

officer of Trustee or

Custodian