EX-4.2




 Exhibit 4.2 

CITIZENS FINANCIAL GROUP, INC. 

Issuer 
 and 

THE BANK OF NEW YORK MELLON 

Trustee 
  

 
 FIFTEENTH
SUPPLEMENTAL INDENTURE 
 Dated as of May 23, 2022 

to 
 SUBORDINATED INDENTURE 

Dated as of September 28, 2012 

$400,000,000 Principal Amount 5.641% Fixed-Reset Subordinated Notes due 2037 











 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
	 ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
	  	 	1	 
			
	 Section 101
	  	 Relation to Base Indenture
	  	 	1	 
			
	 Section 102
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	2	 
			
	 Section 103
	  	 Trust Indenture Act to Control
	  	 	2	 
			
	 Section 104
	  	 Definitions
	  	 	2	 
		
	 ARTICLE II    TERMS AND CONDITIONS OF THE SUBORDINATED
NOTES
	  	 	5	 
			
	 Section 201
	  	 Form of Subordinated Notes
	  	 	5	 
			
	 Section 202
	  	 Title and General Terms
	  	 	6	 
			
	 Section 203
	  	 Redemption
	  	 	8	 
			
	 Section 204
	  	 Reports and Other Information
	  	 	9	 
			
	 Section 205
	  	 Transfer and Exchange
	  	 	9	 
			
	 Section 206
	  	 Acceleration of Maturity
	  	 	14	 
			
	 Section 207
	  	 Company May Consolidate, etc., Only on Certain Terms
	  	 	14	 
			
	 Section 208
	  	 Supplemental Indentures Without Consent of Holders
	  	 	14	 
			
	 Section 209
	  	 Corporate Trust Office
	  	 	15	 
			
	 Section 210
	  	 Notice of Defaults
	  	 	15	 
		
	 ARTICLE III    MISCELLANEOUS
	  	 	15	 
			
	 Section 301
	  	 Effect of Headings
	  	 	15	 
			
	 Section 302
	  	 Successors and Assigns
	  	 	15	 
			
	 Section 303
	  	 Separability Clause
	  	 	15	 
			
	 Section 304
	  	 Governing Law
	  	 	15	 
			
	 Section 305
	  	 U.S.A. PATRIOT Act
	  	 	16	 
			
	 Section 306
	  	 FATCA
	  	 	16	 
			
	 Section 307
	  	 Electronic Communications
	  	 	16	 
			
	 Section 308
	  	 Funds Held by the Trustee
	  	 	17	 
		
	 EXHIBIT A
	  	 	A-1	 


  
 i 












 CROSS-REFERENCE TABLE 

Reconciliation and tie showing the location in the Base Indenture, dated as of September 28, 2012, of the provisions inserted pursuant to
Sections 310 to 318(a), inclusive, of the Trust Indenture Act, unless otherwise indicated. This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Subordinated Indenture. 

 

					
	 Trust Indenture Act of 1939 Section
	  	Indenture Section	 
	 310 (a)(1)
	  	 	609	 
	 (a)(2)
	  	 	609	 
	 (a)(5)
	  	 	609	 
	 (b)
	  	 	608 and 610	 
	 312 (a)
	  	 	701	 
	 313 (a)
	  	 	703	 
	 (c)
	  	 	703	 
	 314 (a)
	  	 	1206	 
	 (c)(1)
	  	 	102	 
	 (c)(2)
	  	 	102	 
	 (e)
	  	 	102	 
	 315 (a)
	  	 	601	 
	 (b)
	  	 	602	 
	 (c)
	  	 	601	 
	 (d)
	  	 	601	 
	 (e)
	  	 	514	 
	 316 (a)(1)
	  	 	512	 
	 (b)
	  	 	507	 
	 (c)
	  	 	802	 
	 317 (a)
	  	 	503	 
	 (b)
	  	 	1203	 
	 318 (a)
	  	 	103	* 

  

	*	 Refers to Section 103 of the Fifteenth Supplemental Indenture. 



  
 ii 












 FIFTEEENTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2022 (the “Fifteenth
Supplemental Indenture”), between 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”). 
 RECITALS OF THE COMPANY 

WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as trustee, a Subordinated Indenture, dated as of
September 28, 2012 (the “Base Indenture,” as the same may be amended or supplemented from time to time, including by this Fifteenth Supplemental Indenture, the “Subordinated Indenture”), providing for the
issuance from time to time of the Company’s subordinated debt securities (herein and therein called the “Subordinated Debt Securities”), to be issued in one or more series as provided in the Base Indenture; 

WHEREAS, Sections 201, 301 and 1101 of the Base Indenture permit the Company and the Trustee to enter into an indenture supplemental to the
Base Indenture to provide for the issuance of, and establish the form and terms of, additional series of Subordinated Debt Securities; 

WHEREAS, the Company has authorized the issuance of $400,000,000 in aggregate principal amount of its 5.641% Fixed-Reset Subordinated Notes
due 2037 (the “Subordinated Notes”); 
 WHEREAS, the Subordinated Notes will be established as a series of Subordinated
Debt Securities under the Subordinated Indenture; 
 WHEREAS, the Company has duly authorized the execution and delivery of this Fifteenth
Supplemental Indenture to establish the form and terms of the Subordinated Notes; and 
 WHEREAS, all things necessary have been done to
make this Fifteenth Supplemental Indenture a valid agreement of the Company, in accordance with its terms; 
 NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 
 For and in consideration of the premises and the purchase of the Subordinated Notes by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Subordinated Notes, as follows: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101    Relation to Base Indenture. 

This Fifteenth Supplemental Indenture constitutes a part of the Base Indenture (the provisions of which, as modified by this Fifteenth
Supplemental Indenture, shall apply to the Subordinated Notes) in respect of the Subordinated Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Subordinated Debt












 
Securities or affect in any manner the terms and conditions of the Subordinated Debt Securities of any other series. For the avoidance of doubt, the First through Fourteenth Supplemental
Indentures to the Base Indenture shall not apply to the Subordinated Notes. 
 Section 102    Incorporation by
Reference of Trust Indenture Act. 
 The Subordinated Indenture is subject to the mandatory provisions of the Trust Indenture Act, which
are incorporated by reference in and made a part of the Subordinated Indenture. The following Trust Indenture Act terms have the following meanings: 

“Indenture Securities” shall mean the Subordinated Debt Securities. 

“Indenture to Be Qualified” shall mean the Subordinated Indenture. 

“Indenture Trustee or Institutional Trustee” shall mean the Trustee. 

“Obligor” with reference to Indenture Securities shall mean the Company. 

All other terms in the Subordinated Indenture that are defined by the Trust Indenture Act, defined by it by reference to another statute or
defined by Commission rule have the meanings assigned to them by such definitions. 
 Section 103    Trust
Indenture Act to Control. 
 If any provision included in the Subordinated Indenture limits, qualifies or conflicts with another
provision included in the Subordinated Indenture that is required to be included in the Subordinated Indenture by the Trust Indenture Act, such required provision shall control. If any provision of the Subordinated Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, that provision of the Trust Indenture Act shall be deemed to apply to the Subordinated Indenture as so modified or to be excluded, as the case may be. 

Section 104    Definitions. 

For all purposes of this Fifteenth Supplemental Indenture, the capitalized terms used herein that are defined in this Section 104 have the
respective meanings assigned thereto in this Section 104, and the capitalized terms used herein that are defined in the Base Indenture and not defined in this Section 104 have the respective meanings assigned thereto in the Base Indenture.
For all purposes of this Fifteenth Supplemental Indenture: 
 (1)    the terms defined in this Article I
have the meanings assigned to them in this Article I, and include the plural as well as the singular; 

(2)    all other terms used herein that are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
 (3)    all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with U.S. GAAP, and, except as otherwise herein expressly provided, the term “U.S. GAAP” with respect to any computation required or permitted hereunder shall
mean U.S. GAAP at the date of such computation; 

  
 2 












 (4)    the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Fifteenth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and 

(5)    for the avoidance of doubt, any reference to a facsimile signature shall include an image of a
signature produced electronically. 
 “Additional Notes” shall have the meaning set forth in
Section 202(j). 
 “Applicable Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange, and, with respect to any payments on or notices in respect of any Global Note, the rules and
procedures of the Depositary that apply to such payment or notice. 
 “Appropriate Federal Banking Agency” means the
“appropriate federal banking agency” with respect to the Company as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(q)), or any successor provision. 

“Base Indenture” has the meaning set forth in the recitals of the Company of this Fifteenth Supplemental Indenture. 

“Clearstream” means Clearstream Banking, Société Anonyme and its successors. 

“Code” means the Internal Revenue Code of 1986 as in effect on the date hereof. 

“Company” means the Person named as the “Company” in the first paragraph of this Fifteenth Supplemental
Indenture until a successor corporation shall have become such pursuant to the applicable provisions of the Subordinated Indenture, and thereafter “Company” shall mean such successor corporation. 

“Definitive Note” means a certificated Subordinated Note registered in the name of the Holder thereof and issued in
accordance with Section 205 hereof, substantially in the form of EXHIBIT A, except that such Subordinated Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
 “DTC” means The Depository Trust Company. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors. 

“FATCA” has the meaning set forth in Section 306. 

  
 3 












 “Federal Reserve” means the Board of Governors of the Federal Reserve
System. 
 “Fifteenth Supplemental Indenture” has the meaning set forth in the first paragraph of this instrument. 

“Global Note Legend” means the legend set forth in Section 205(f) hereof, which is required to be
placed on all Global Notes issued under the Subordinated Indenture. 
 “Global Notes” shall have the meaning set forth in
Section 201(b). 
 “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant. 
 “Issue Date” means May 23, 2022. 

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to
DTC, shall include Euroclear and Clearstream). 
 “Person” means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof. 

“Redemption Price” has the meaning set forth in Section 203(b) of this Fifteenth Supplemental
Indenture. 
 “Regulatory Capital Treatment Event” means the good faith determination by the Company that, as a result of
(i) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other Federal bank regulatory
agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the Issue Date, (ii) any proposed change in those laws, rules or regulations that is announced or becomes effective after the Issue
Date, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is announced after
the Issue Date, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated Notes then Outstanding as “Tier 2 capital” (or its equivalent) for purposes of the capital adequacy rules of the
Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as the Subordinated Notes are Outstanding, to at least the same
extent as on the Issue Date. 
 “Reset Date” shall have the meaning set forth in Section 203(a).

 “Securities Act” means the Securities Act of 1933, as amended, and unless context requires otherwise, the rules and
regulations of the Commission promulgated thereunder. 
 “Subordinated Debt Securities” has the meaning set forth in the
recitals of the Company of this Fifteenth Supplemental Indenture. 

  
 4 












 “Subordinated Indenture” has the meaning set forth in the recitals of the
Company of this Fifteenth Supplemental Indenture. 
 “Subordinated Notes” has the meaning set forth in the recitals of the
Company of this Fifteenth Supplemental Indenture. 
 “Trustee” means the Person named as the “Trustee” in
the first paragraph hereof until a successor Person shall have become such pursuant to the applicable provisions of the Subordinated Indenture, and thereafter “Trustee” shall mean such successor Person. 

ARTICLE II 
 TERMS AND CONDITIONS
OF THE SUBORDINATED NOTES 
 Section 201    Form of Subordinated Notes. 

(a)    General. The Subordinated Notes and the Trustee’s certificate of authentication shall be substantially
in the form set forth in EXHIBIT A, which is incorporated in and forms a part of the Subordinated Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
the Subordinated Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be determined, consistent with the Subordinated Indenture, by the officers of the Company executing
such Subordinated Notes, as evidenced by their execution of such Subordinated Notes. 
 (b)    Global Notes. The
Subordinated Notes shall be issued initially in the form of one or more permanent Global Securities (each, a “Global Note”). Global Notes shall be substantially in the form of EXHIBIT A, including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Subordinated Notes issued in definitive form shall be substantially in the form of EXHIBIT A, but
without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global Note shall represent such of the Outstanding Subordinated Notes as shall be specified in the
“Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Subordinated Notes from time to time endorsed thereon and that the aggregate
principal amount of Outstanding Subordinated Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of Outstanding Subordinated Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder thereof as required by Section 205 hereof.

 (c)    Authentication. With respect to the Subordinated Notes, the first sentence of Section 303(g) of
the Base Indenture shall be amended by adding the words “(or, solely in the case of a Global Note, by manual, facsimile or other electronic signature of one of its authorized officers)” immediately after the words “by manual signature
of one of its authorized officers” and before the comma that follows such words. 

  
 5 












 Section 202    Title and General Terms. 

Pursuant to Sections 201 and 301 of the Base Indenture, there is hereby established a series of Subordinated Debt Securities, the terms of
which shall be as follows: 
 (a)    Designation. The Subordinated Notes shall be known and designated as the
“5.641% Fixed-Reset Subordinated Notes due 2037.” 
 (b)    Aggregate Principal Amount. The aggregate
principal amount of the Subordinated Notes that may be authenticated and delivered under this Fifteenth Supplemental Indenture is limited to $400,000,000, as increased by the amount of any Additional Notes issued pursuant to
Section 202(j) of this Fifteenth Supplemental Indenture, except for Subordinated Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Subordinated Notes issued
pursuant to Section 304, 305, 306, 1106 or 1307 of the Base Indenture or Article II of this Fifteenth Supplemental Indenture. 

(c)    Maturity, Interest and Place of Payment. The Stated Maturity of the Subordinated Notes shall be May 21,
2037, and the Subordinated Notes shall bear interest and have such other terms as are set forth in the form of Note attached as EXHIBIT A hereto. The Place of Payment with respect to the Subordinated Notes shall be The City
of New York. 
 (d)    No Additional Amounts. In the event that any payment on the Subordinated Notes by the
Company or any Paying Agent is subject to withholding of United States Federal income tax or other tax or assessment (as a result of a change in law or otherwise), neither the Company nor any Paying Agent shall pay additional amounts to the Holders
of the Subordinated Notes. 
 (e)    No Sinking Fund or Redemption at Option of Holders. The Company shall have
no obligation to redeem or purchase the Subordinated Notes pursuant to any sinking fund or analogous provision, or at the option of a Holder thereof. The Subordinated Notes shall be redeemable at the election of the Company from time to time at the
times and at the prices specified in Section 203 of this Fifteenth Supplemental Indenture, and the election of the Company to redeem any Subordinated Notes shall be evidenced by either a Board Resolution or an
Officer’s Certificate. 
 (f)    Defeasance. 

(i)    The Subordinated Notes shall be subject to the defeasance provisions of Article XIV of the Base
Indenture beginning no earlier than on the fifth anniversary of the Issue Date; provided that, with respect to the Subordinated Notes, Section 1402(b)(4) of the Base Indenture shall be replaced in its entirety with the following: 

“(4)    the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that beneficial owners of
the Subordinated Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if such option had not been exercised (which opinion, if the Company shall have exercised its option under Section 1402(b)(x) of


  
 6 












 
the Base Indenture, shall be (A) accompanied by and based upon a ruling to that effect received from or published by the Internal Revenue Service or (B) based upon a change in law after
the date of this Fifteenth Supplemental Indenture); and” 
 (ii)    Any defeasance of the
Subordinated Notes pursuant to Article XIV of the Base Indenture shall be subject to the Company obtaining the prior approval of the Appropriate Federal Banking Agency and any additional requirements that the Appropriate Federal Banking Agency may
impose with respect to defeasance of the Subordinated Notes, if then required under capital rules applicable to the Company. 

(g)    Repurchases. The Company may from time to time repurchase the Subordinated Notes in open market purchases or
negotiated transactions without prior notice to Holders or beneficial owners of Subordinated Notes. Any such repurchases of the Subordinated Notes shall be subject to the Company obtaining the prior approval of the Appropriate Federal Banking Agency
and any additional requirements that the Appropriate Federal Banking Agency may impose with respect to the repurchase of the Subordinated Notes, if then required under capital rules applicable to the Company. 

(h)    Denominations. The Subordinated Notes shall be issuable only in fully registered form and only in a minimum
denomination of $2,000 and authorized denominations of any integral multiples of $1,000 in excess thereof. 

(i)    Authentication and Delivery. The Subordinated Notes shall be executed, authenticated, delivered and dated in
accordance with Section 303 of the Base Indenture and Section 201(c) hereof. 

(j)    Additional Notes. The Company may, from time to time, without the consent of the Holders of the Subordinated
Notes, reopen the series constituting the Subordinated Notes and issue additional Subordinated Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Subordinated Notes,
except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date. Any such Additional Notes, together with the initial Subordinated Notes, shall constitute a single series
of Subordinated Debt Securities under the Base Indenture; provided that if the Additional Notes are not fungible for U.S. federal income tax and U.S. federal securities law purposes with the initial Subordinated Notes, the Additional Notes
shall be issued under separate CUSIP and ISIN numbers. 
 (k)    Events of Default and Default. The only Events
of Default and the only Defaults applicable to the Subordinated Notes are as set forth in Article V of the Base Indenture. 

  
 7 












 Section 203    Redemption. 

The Subordinated Notes shall not be redeemable at the Company’s option except as set forth in this Section 203:

 (a)    Optional Redemption. The Company may, at its option, redeem the Subordinated Notes, (i) in whole,
but not in part, on May 21, 2032 (the “Reset Date”), (ii) in whole or in part, at any time or from time to time, on or after November 22, 2036 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. 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 this Section 203, any redemption of
the Subordinated Notes under this Section 203 is subject to the terms and conditions of Article XIII of the Base Indenture. 

(i)    Notice of any redemption shall be sent at least 10 days but no more than 60 days before the
Redemption Date to (w) each Holder of Subordinated Notes to be redeemed in accordance with Section 105 of the Base Indenture, (x) to the Trustee, (y) to the Security Registrar to forward to each Holder of Subordinated Notes to be
redeemed at such Holder’s registered address, or (z) otherwise in accordance with the Applicable Procedures. If less than all of the Subordinated Notes are to be redeemed, and the Subordinated Notes are Global Notes, the Subordinated Notes
to be redeemed will be selected by the Depositary in accordance with the Applicable Procedures. If the Subordinated Notes to be redeemed are not Global Notes held by the Depositary, the Trustee will select the Subordinated Notes (or portions
thereof) to be redeemed by lot. The Trustee shall have no duty to calculate or verify the calculation of the Redemption Price. 

(ii)    At least 5 Business Days or such shorter period as the Trustee and Security Registrar may agree to
(and not more than 10 Business Days) prior to the date on which it intends to have the Security Registrar notify the Holders of the Subordinated Notes of the Company’s exercise of its option to redeem the Subordinated Notes, the Company will
provide to the Trustee and the Security Registrar a draft notice of a potential exercise of such option with respect to the Subordinated Notes on such date. After receipt of final notice that the Company is exercising its option to redeem the
Subordinated Notes, the Security Registrar will deliver notice to each Holder of Subordinated Notes in accordance with Article XIII of the Base Indenture, as modified by this Section 203. 

  
 8 












 Section 204    Reports and Other Information. 

Section 1206 of the Base Indenture shall be replaced in its entirety with the following: 

“So long as Subordinated Notes remain Outstanding, the Company shall file with, or make available to, the Trustee, within 15 days after
the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports that the Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange or pursuant to Section 314 of the Trust Indenture Act; provided that any document publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system shall satisfy the
requirements hereof if the Company provides the Trustee with written notice when any such document is filed with the Commission” 

Section 205    Transfer and Exchange. 

(a)    Transfer and Exchange of Global Notes. Except as otherwise set forth in this
Section 205, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may
not be exchanged for a Definitive Note of the same series unless (i) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (2) has ceased to be a clearing agency
registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Company within 90 days of such notice or becoming aware that the Depositary is no longer so registered, (ii) the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (iii) upon the request of the Depositary if there shall have occurred and be continuing an Event of Default with respect to the Subordinated Notes. Upon
the occurrence of any of the preceding events in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depositary (in accordance with the Applicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Article III of the Base Indenture. Every
Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 205 or Article III of the Base Indenture, as modified by
Section 201(c) hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in clause (i), (ii) or (iii) above
and pursuant to Section 205(c) hereof. A Global Note may not be exchanged for another Subordinated Note other than as provided in this Section 205(a); provided that beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 205(b) or (c) hereof. 

(b)    Transfers and Exchanges of Beneficial Interests in Global Notes. The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of the Subordinated Indenture and the Applicable Procedures. In connection with all transfers and exchanges of beneficial interests, the
transferor of such beneficial interest must deliver to the Security Registrar either (1) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing
information 

  
 9 












 
regarding the Participant account to be credited with such increase, or (2) (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given by the Depositary to the Security
Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in this subclause (2)(A); provided that in no event shall Definitive Notes be issued
other than upon the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 205(a). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes
contained in the Subordinated Indenture and the Subordinated Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 205(g) hereof. 

(c)    Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in
a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in
clauses (i), (ii) or (iii) of Section 205(a) hereof and satisfaction of the conditions set forth in Section 205(b) hereof, the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 205(g) hereof, and the Company shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in
the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 205(c) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Security Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Subordinated Notes are so registered. 
 (d)    Transfer and Exchange of Definitive Notes
for Beneficial Interests. A Holder of a Definitive Note may exchange such Subordinated Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and authenticate or, if already issued, increase or cause to be increased the
aggregate principal amount of the applicable Global Note. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected at a time when the applicable Global Note has not yet been issued, the Company shall issue and,
upon receipt of a Company Order for the authentication of one or more Global Notes in accordance with Section 303 of the Base Indenture, the Trustee shall authenticate one or more Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so exchanged or transferred. 
 (e)    Transfer and Exchange of Definitive Notes
for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 205(e) the Security Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Security Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Security Registrar duly executed by such Holder or by its attorney, duly authorized in writing. 

  
 10 












 (f)    Global Note Legend. Each Global Note shall bear a legend
in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary): 
 “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(g) OF THE FIFTEENTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 205(a) OF THE FIFTEENTH
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.” 

(g)    Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance
with Section 308 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in 

  
 11 












 
another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such increase. 
 (h)    General Provisions Relating to Transfers and Exchanges. 

(i)    To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Global Notes and Definitive Notes upon receipt of a Company Order for authentication thereof in accordance with Section 303 of the Base Indenture and Section 201(c) hereof or at the Security
Registrar’s request. 
 (ii)    No service charge shall be made to a holder of a beneficial interest
in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 304, 305, 306, 1106 and 1307 of the Base Indenture). 

(iii)    The Company shall not be required (1) to issue, to register the transfer of or to exchange
any Subordinated Notes during a period beginning at the opening of business 15 days before the day of any selection of Subordinated Notes for redemption under Section 203 hereof and ending at the close of business on the
day of selection or (2) to register the transfer of or to exchange a Subordinated Note between a Record Date (as defined in the Subordinated Notes) with respect to such Subordinated Note and the next succeeding Interest Payment Date with
respect to such Subordinated Note. 
 (iv)    Neither the Security Registrar nor the Company shall be
required to register the transfer of or exchange any Subordinated Note selected for redemption in whole or in part. 

(v)    All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Subordinated Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of
transfer or exchange. 
 (vi)    Prior to due presentment for the registration of a transfer of any
Subordinated Note, the Trustee, any Paying Agent and the Company may deem and treat the Person in whose name any Subordinated Note is registered as the absolute owner of such Subordinated Note for the purpose of receiving payment of principal of,
premium, if any, and interest on such Subordinated Notes and for all other purposes, and none of the Trustee, any Paying Agent or the Company shall be affected by notice to the contrary. 

  
 12 












 (vii)    Upon surrender for registration of transfer of
any Subordinated Note at the office or agency of the Company designated pursuant to Section 1202 of the Base Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or
transferees, one or more replacement Subordinated Notes of any authorized denomination or denominations of a like aggregate principal amount. 

(viii)    At the option of the Holder, Subordinated Notes may be exchanged for other Subordinated Notes of
any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Subordinated Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 303 of the Base Indenture
and Section 201(c) hereof. 
 (ix)    All certifications, certificates and
Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 205 to effect a registration of transfer or exchange may be submitted by facsimile or
e-mail. 
 (x)    Neither the Trustee nor any Paying Agent shall
have any responsibility or liability for any actions taken or not taken by the Depositary. 
 (xi)    The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Subordinated Indenture or under applicable law with respect to any transfer of any interest in any
Subordinated Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Subordinated Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements hereof. 
 (xii)    To the
extent the Trustee reasonably requests such information, a Holder of Subordinated Notes proposing to exchange or transfer such Subordinated Notes shall provide or cause to be provided to the Trustee sufficient information (but only to the extent
that such Holder has knowledge of such information) to allow the Trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Section 6045 of the Code. The Trustee
may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 

  
 13 












 Section 206    Acceleration of Maturity. 

The first paragraph of Section 502 of the Base Indenture shall be replaced in its entirety with the following: 

“If an Event of Default with respect to Subordinated Debt Securities of any series at the time Outstanding occurs, the principal of all
Outstanding Subordinated Debt Securities of such series, premium, if any, and any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders of such series of Subordinated
Debt Securities. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the Subordinated Debt Securities of such series shall terminate.” 

Section 207    Company May Consolidate, etc., Only on Certain Terms. 

Section 1001 of the Base Indenture is amended by adding the following sentence to the end of such Section: 

“The foregoing provisions and requirements set forth in clauses (1)-(3) of this Section 1001 shall not apply with respect to any
conveyance, transfer or lease of the Company’s properties and assets substantially as an entirety to one or more of the Company’s Subsidiaries.” 

Section 208    Supplemental Indentures Without Consent of Holders. 

Section 1101 of the Base Indenture is amended to: 

(i)    Replace Section 1101(2) in its entirety with the following: 

“(2)     to add to the covenants of the Company, for the benefit of the Holders of all or any series
of Subordinated Debt Securities (and, if such covenants are to be for the benefit of less than all such series, stating that such covenants are expressly being included solely for the benefit of such series), to surrender any right or power herein
conferred upon the Company, or to provide for guarantees of the Subordinated Notes; or” 

(ii)    Replace the period following “in any material respect” in Section 1101(10) with
“; or”; and 
 (iii)    Add the following immediately after Section 1101(10): 

“(11) , to reflect the occurrence of a Benchmark Substitution Event (as defined in the form of Note attached as
EXHIBIT A to the Fifteenth Supplemental Indenture) or the implementation of any Adjustments (as defined in the form of Note attached as EXHIBIT A to the Fifteenth Supplemental Indenture) following
a Benchmark Substitution Event; or 
 (12)     to make any change that does not materially adversely
affect the interests of the Holders of Outstanding Subordinated Debt Securities of any series; provided that solely with respect to this Section 1101(12), the Trustee shall be entitled to receive and may conclusively rely on an
Officer’s Certificate from the Company that any such modification, amendment or supplement does not materially adversely affect the interests of any Holder of Outstanding Subordinated Debt Securities of any series; or 

  
 14 












 (13)     to conform the terms of the Subordinated Debt
Securities or this Subordinated Indenture with the description set forth in any prospectus supplement or other similar document relating to such Subordinated Debt Securities.” 

Section 209    Corporate Trust Office. 

With respect to the Subordinated Notes, the principal corporate trust office of the Trustee named in the preamble of the Base Indenture as of
the date of executed hereof is located at 240 Greenwich Street, New York, New York 10286. 

Section 210    Notice of Defaults. 

Section 602 of the Base Indenture is amended to delete the following: 

“either (A) a Responsible Officer of the Trustee assigned to the Trustee’s Corporate Trust Administration Department shall have
actual knowledge of such default or (B)” 
 ARTICLE III 

MISCELLANEOUS 

Section 301    Effect of Headings. 

The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 

Section 302    Successors and Assigns. 

All covenants and agreements in this Fifteenth Supplemental Indenture by the parties hereto shall bind their respective successors and assigns
and inure to the benefit of their permitted successors and assigns, whether so expressed or not. 

Section 303    Separability Clause. 

In case any provision in this Fifteenth Supplemental Indenture or in the Subordinated Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 304    Governing Law. 

This Fifteenth Supplemental Indenture and the Subordinated Notes 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. 

  
 15 












 Section 305    U.S.A. PATRIOT Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Fifteenth Supplemental Indenture agree that they will provide the Trustee with such
information as the Trustee may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 

Section 306    FATCA. 

The Paying Agent and the Trustee shall be entitled to deduct or withhold from payments under this Fifteenth Supplemental Indenture to the
extent necessary to comply with an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof
(“FATCA”). The Company hereby covenants that it will provide the Trustee and Paying Agent with sufficient information (but only to the extent that the Company has knowledge of such information) so as to enable the Trustee and Paying
Agent to determine whether or not each of the Trustee and Paying Agent, respectively, is obliged, in respect of any payments to be made by it pursuant to this Fifteenth Supplemental Indenture, to make any withholding or deduction pursuant to an
agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to Section 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement
between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). 

Section 307    Electronic Communications. 

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Fifteenth Supplemental Indenture and the Base Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the
authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted
from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed
controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and, if the Trustee believes in good faith that such Instructions are genuine and from the person
purporting to be the sender of such Instructions, that the Trustee shall have the right to conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have
been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the
use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the


  
 16 












 
Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction, unless such losses, costs or
expenses were caused by the Trustee’s gross negligence, bad faith, fraud or willful misconduct. The Company agrees: (i) subject to the immediately preceding sentence, to assume all risks arising out of the use of Electronic Means to
submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be
followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any
material compromise or unauthorized use of the security procedures to be followed in connection with its transmission of Instructions. 

“Electronic Means” shall mean the following communications methods: e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its
services hereunder. 
 Section 308    Funds Held by the Trustee. 

Funds held by the Trustee are to be held uninvested unless otherwise agreed in writing; provided that no such written agreement shall be
required with respect to U.S. Government Obligations deposited with the Trustee in accordance with Article XIV of the Base Indenture. 

* * * * * 
 This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. As provided in the New York Electronic Signatures and
Records Act (N.Y. State Tech. §§ 301-309), this instrument may be executed by facsimile signature or other electronic signature complying with such Act. 

  
 17 












 IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Supplemental Indenture to
be duly executed as of the day and year first above written. 
  

			
	CITIZENS FINANCIAL GROUP, INC.
		
	By:	 	 /s/ David C. Lindenauer

	Name:David C. Lindenauer
	Title:Executive Vice President and Treasurer


  

			
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	 /s/ Francine Kincaid

	Name:Francine Kinkaid
	Title:Vice President


 [Signature Page to the Fifteenth Supplemental Indenture] 











 EXHIBIT A 

[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(g) OF THE FIFTEENTH SUPPLEMENTAL
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 205(a) OF THE FIFTEENTH 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) 

  
 A-1 












 
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] 

[ISIN] 
 [GLOBAL] NOTE 

representing up to 

$[                ] 

5.641% Fixed-Reset Subordinated Notes due 2037 

No.    $[                 ] 

Citizens Financial Group, Inc., a Delaware corporation, promises to pay to
                 or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                 United States Dollars] on May 21, 2037. 

Interest Payment Dates: Beginning on November 21, 2022, May 21 and November 21 of each year 

Record Dates: [The Business Day prior to the Interest Payment Date]*[May 6 and November 6] 

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

 
  

	*	 Applicable if the Subordinated Note is issued in global form. 



  
 A-2 












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

Dated: 
  

			
	CITIZENS FINANCIAL GROUP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 A-3 












 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: 

  
 A-4 












 [Back of Subordinated Note] 

5.641% Fixed-Reset Subordinated Notes due 2037 

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 May 23, 2022 to, but excluding, May 21, 2032 (the “Reset Date”), 5.641% and (b) from and including the Reset Date, to, but
excluding, May 21, 2037 (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 2.75%, 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 May 21
and November 21 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 [Business Day]*[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 May 23, 2022; provided that the first Interest Payment Date shall be November 21, 2022. 

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 

  
 A-5 












 
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 on the Reset Determination Date will be 2.891%. 
 For the
avoidance of doubt, any determination by the Company or a Designee pursuant to the preceding paragraph (including, without limitation, with respect to any Benchmark Substitution Event or any Adjustments) will not be subject to, and will become
effective without, the consent of the Holder of this Note or any other party. 
 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. 

  
 A-6 












 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 a Fifteenth Supplemental Indenture, dated as of May 23, 2022 (the “Fifteenth Supplemental Indenture,” and the Base Indenture, as amended and supplemented, including by
the Fifteenth 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
“5.641% Fixed-Reset Subordinated Notes due 2037,” and reference is hereby made to the Subordinated Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. 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 or from time to time, on or after November 22, 2036 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 Fifteenth Supplemental Indenture, any
redemption of the Subordinated Notes under Section 203 of the Fifteenth 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. 

  
 A-7 












 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. 

  
 A-8 












 12.    SUBORDINATION. The indebtedness evidenced by this Subordinated Note is, to the
extent provided in the Subordinated Indenture, subordinate and junior in right of payment to the Company’s obligations to the holders of Senior Indebtedness, and this Subordinated Note is issued subject to the provisions of the Subordinated
Indenture with respect thereto.    Each Holder of this Subordinated Note, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination so provided and (iii) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder of this Subordinated Note, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Subordinated Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. 

13.    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. 
 14.    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. 
 15.    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. 

 
  

	*Applicable	 if the Subordinated Note is issued in global form. 



  
 A-9 












 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 

  
 A-10 












 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). 

  
 A-11 












 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

	
                   
 
	  	                    	  	                    	  	                    	  	                    

  
  

* This schedule should be included only if the Subordinated Note is issued in global form. 

  
 A-12