CITIZENS FINANCIAL GROUP INC/RI (Form: S-8, Received: 09/26/2014 13:48:58)

As filed with the Securities and Exchange Commission on September 26, 2014

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		05-0412693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	Citizens Financial Group, Inc. One Citizens Plaza Providence, RI 02903 401-456-7000 (t)
(Address of Principal Executive Offices, Including Zip Code)

Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan (Full title of the plan)

	Stephen T. Gannon General Counsel and Chief Legal Officer Citizens Financial Group, Inc. One Citizens Plaza Providence, RI 02903 (401) 456-7000
(Name, address and telephone number, including area code, of agent for service)

With a copy to:
	Jean McLoughlin Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (4)
Common Stock, par value $0.01 per share
- Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan, Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan	57,679,827 (2)	$22.29	$1,285,683,343.83	$165,596.01
- Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan	1,679,995	$22.29	$37,447,088.55	$4,823.19
- Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan	7,839,977	$22.29	$174,753,087.33	$22,508.20
Total	67,199,799		$1,497,883,519.71	$192,927.40

(1)

This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of common stock, $0.01 par value per share (“Common Stock”), of Citizens Financial Group, Inc. (the “Company” or “Registrant”) (i) authorized for issuance under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “CFG OIP”) and the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “CFG Directors Plan”), (ii) underlying awards granted pursuant to the Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan (the “CFG LTIP”) and the Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan (the “CFG Deferral Plan”), (iii) authorized for sale under the Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (the “CFG ESPP”, and together with the CFG OIP, the CFG Directors Plan, the CFG LTIP and the CFG Deferral Plan, the “Plans”), and (iv) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that may become issuable or available for sale, as applicable, under the Plans by reason of any stock dividend, stock split or other similar transaction.

(2)

This amount includes (i) shares of Common Stock authorized for issuance under the CFG OIP and (ii) shares of Common Stock subject to awards outstanding under the CFG LTIP and the CFG Deferral Plan. Following the closing of the Company’s initial public offering, no new awards can be made under the CFG LTIP or the CFG Deferral Plan. However, outstanding awards granted under each of the CFG LTIP and the CFG Deferral Plan will continue to be governed by the terms of the CFG LTIP and CFG Deferral Plan, respectively. To the extent outstanding awards under the CFG LTIP or CFG Deferral Plan are released or lapse or are settled in cash or bonds, in whole or in part, the shares of Common Stock subject to such awards will become available for future issuance under the CFG OIP.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The Proposed Maximum Offering Price Per Share represents the average of the high and low prices of shares of Common Stock of the Registrant on the New York Stock Exchange on September 24, 2014.

(4)	Rounded up to the nearest penny.

PART I

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a) The Company’s prospectus, dated September 24, 2014, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act, in connection with the Company’s Registration Statement on Form S-1 (Registration No. 333-195900), as originally filed by the Registrant on May 12, 2014, and subsequently amended.

(b) The description of the Company’s share capital which is contained in the Company’s Registration Statement on Form 8-A (Registration No. 001-36636), dated September 19, 2014, including any amendments or supplements thereto.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant.

The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Certificate of Incorporation and Bylaws provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains policies of insurance under which coverage is provided (a) to its directors and officers, in their respective capacities as such, against loss arising from a claim made for any actual or alleged wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

In addition, the underwriting agreement filed as Exhibit 1.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-195900), as originally filed by the Registrant on May 12, 2014, and subsequently amended, provides for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

The Registrant has entered into indemnification agreements with its directors and executive officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
4.2		Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
4.3		Form of Registration Rights Agreement between the Registrant and The Royal Bank of Scotland Group plc (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
5.1		Opinion of Davis Polk & Wardwell LLP (filed herewith)
23.1		Consent of Deloitte & Touche LLP (filed herewith)
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included in the signature pages hereof)
99.1		Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (filed herewith)
99.2		Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (filed herewith)
99.3		Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (filed herewith)
99.4		Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan (filed herewith)

99.5

Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan (filed herewith)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and

(iii) To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on the 26 th day of September, 2014.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ Bruce Van Saun
	Name:	Bruce Van Saun
	Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Bruce Van Saun, John Fawcett and Stephen T. Gannon and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Citizens Financial Group, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Bruce Van Saun	Chairman and Chief Executive Officer (principal executive officer)	September 26, 2014
Bruce Van Saun		September 26, 2014

/s/ Anthony Di Iorio	Director	September 26, 2014
Anthony Di Iorio	Director	September 26, 2014

/s/ Mark Casady	Director	September 26, 2014
Mark Casady	Director	September 26, 2014

/s/ Robert Gillespie	Director	September 26, 2014
Robert Gillespie	Director	September 26, 2014

/s/ William P. Hankowsky	Director	September 26, 2014
William P. Hankowsky	Director	September 26, 2014

/s/ Howard W. Hanna III	Director	September 26, 2014
Howard W. Hanna III	Director	September 26, 2014

/s/ Charles J. Koch	Director	September 26, 2014
Charles J. Koch	Director	September 26, 2014

/s/ Robert D. Matthews, Jr.	Director	September 26, 2014
Robert D. Matthews, Jr.	Director	September 26, 2014


/s/ Arthur F. Ryan	Director	September 26, 2014
Arthur F. Ryan	Director	September 26, 2014

/s/ Shivan S. Subramaniam	Director	September 26, 2014
Shivan S. Subramaniam	Director	September 26, 2014

/s/ Wendy A. Watson	Director	September 26, 2014
Wendy A. Watson	Director	September 26, 2014

/s/ Marita Zuraitis	Director	September 26, 2014
Marita Zuraitis	Director	September 26, 2014

/s/ Leo I. Higdon	Director	September 26, 2014
Leo I. Higdon	Director	September 26, 2014

/s/ John Fawcett	Executive Vice President and Chief Financial Officer (principal financial officer)	September 26, 2014
John Fawcett		September 26, 2014

/s/ Ronald S. Ohsberg	Executive Vice President and Controller (principal accounting officer)	September 26, 2014
Ronald S. Ohsberg		September 26, 2014

EXHIBIT INDEX

Exhibit Number
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
4.2		Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
4.3		Form of Registration Rights Agreement between the Registrant and The Royal Bank of Scotland Group plc (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended, dated September 8, 2014 (Commission File No. 333-195900))
5.1		Opinion of Davis Polk & Wardwell LLP (filed herewith)
23.1		Consent of Deloitte & Touche LLP (filed herewith)
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included in the signature pages hereof)
99.1		Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (filed herewith)
99.2		Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (filed herewith)
99.3		Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan (filed herewith)
99.4		Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan (filed herewith)
99.5		Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan (filed herewith)

		New York Menlo Park Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong


Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

September 26, 2014

Citizens Financial Group, Inc.

One Citizens Plaza

Providence, RI 02903

Ladies and Gentlemen:

We have acted as special counsel to Citizens Financial Group, Inc., a Delaware corporation (the “Company ”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 67,199,799 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share, issuable pursuant to the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan , the Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan, the Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan and the Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan (each, a “Plan”).

We have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering this opinion.

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to any applicable Plan upon receipt by the Company of the payment therefor, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 2014 (except for notes 24, 26, and 27, as to which the date is May 12, 2014, and except for notes 25 and 29, as to which the date is September 8, 2014) related to the consolidated financial statements of Citizens Financial Group, Inc. as of the years ended December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013, and contained in Registration Statement No. 333-195900 of Citizens Financial Group, Inc. on Form S-1.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

CITIZENS FINANCIAL GROUP, INC.

2014 OMNIBUS INCENTIVE PLAN

Section 1. Purpose . The purpose of the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “ Plan ”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Citizens Financial Group, Inc. (together with its subsidiaries and any and all successor entities, the “ Company ”), thereby furthering the best interests of the Company and its shareholders.

Section 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ Award ” means any Option, SAR, Restricted Stock, RSU, Performance Award, Deferred Award, Other Cash-Based Award or Other Share-Based Award granted under the Plan.

(b) “ Award Agreement ” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d) “ Beneficiary ” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such Person can be named or is named by the Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(e) “ Board ” means the board of directors of the Company.

(f) “ Change of Control ” means the occurrence of any one or more of the following events, except as otherwise provided in the Participant’s Award Agreement:

(i) any Person, other than an employee benefit plan or trust maintained by the Company, becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors;

office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; or

(iii) the consummation of (A) a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer to any Person of assets of the Company, in one transaction or a series of related transactions, having an aggregate fair market value of more than 50% of the fair market value of the Company and its subsidiaries (the “ Company Value ”) immediately prior to such transaction(s), but only to the extent that, in connection with such transaction(s) or within a reasonable period thereafter, the Company’s shareholders receive distributions of cash and/or assets having a fair market value that is greater than 50% of the Company Value immediately prior to such transaction(s).

Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change of Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code and the regulations thereunder), if the event that constitutes such Change of Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change of Control but instead shall vest as of the date of such Change of Control and shall be paid on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(h) “ Committee ” means the compensation committee of the Board unless another committee is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board.

(i) “ Consultant ” means any individual, including an advisor, who is providing services to the Company or any Subsidiary, other than as an Employee

or non-employee Director, or who has accepted an offer of service or consultancy from the Company or any Subsidiary.

(j) “ Converted Award ” means an award granted under The Royal Bank of Scotland Group plc 2010 Long Term Incentive Plan or The Royal Bank of Scotland Group plc 2010 Deferral Plan to any Employee or any other individual who provides services to the Company that is converted into an award underlying Shares upon the Company’s initial public offering, subject to the terms of applicable governing plan documents.

(k) “ Covered Employee ” means an individual who is, for a given fiscal year of the Company, (i) a “covered employee” within the meaning of Section 162(m) of the Code or (ii) designated by the Committee by not later than 90 days following the start of such year (or such other time as may be required or permitted by Section 162(m) of the Code) as an individual whose compensation for such fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

(l) “ Deferred Award ” shall mean an Award granted pursuant to ‎ Section 10.

(m) “ Director ” means any member of the Company’s Board.

(n) “ Effective Date ” means the effective date of the Company’s initial public offering.

(o) “ Employee ” means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or the applicable laws.

(p) “ Employment Agreement ” means any employment, severance, consulting or similar agreement (including any offer letter) between the Company or any Subsidiary and the Participant.

(q) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(r) “ Fair Market Value ” means (i) with respect to Shares, the closing price of a Share on the day prior to the grant date or vesting, settlement or exercise date, as applicable (or, if there is no reported sale on such prior day, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value of a Share as determined by the

Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(s) “ Incentive Stock Option ” means an option representing the right to purchase Shares from the Company, granted pursuant to the provisions of ‎ Section 6, that meets the requirements of Section 422 of the Code.

(t) “ Intrinsic Value ” with respect to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in a Change of Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered by such Award.

(u) “ Non-Qualified Stock Option ” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎ Section 6, that is not an Incentive Stock Option.

(v) “ Option ” means an Incentive Stock Option or a Non-Qualified Stock Option.

(w) “ Other Cash-Based Award ” means a cash Award granted pursuant to ‎ Section 11, including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan.

(x) “ Other Share-Based Award ” means an Award granted pursuant to ‎ Section 11 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.

(y) “ Participant ” means the recipient of an Award granted under the Plan.

(z) “ Performance Award ” means an Award granted pursuant to ‎ Section 9.

(aa) “ Performance Period ” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.

(bb) “ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof.

(cc) “ Restricted Stock ” means any Share granted pursuant to ‎ Section 8.

(dd) “ Returning Shares ” means any Converted Award that is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of Shares, subject to the terms of applicable governing plan documents.

(ee) “ RSU ” means a contractual right granted pursuant to ‎ Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.

(ff) “ SAR ” means any right granted pursuant to ‎ Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.

(gg) “ SEC ” means the Securities and Exchange Commission.

(hh) “ Section 162(m) Compensation ” means “qualified performance-based compensation” under Section 162(m) of the Code.

(ii) “ Shares ” means shares of the Company’s common stock, $0.01 par value per Share.

(jj) “ Subsidiary ” means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Committee and (iii) any other company which the Committee determines should be treated as a “Subsidiary.”

(kk) “ Substitute Award ” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.

Section 3. Eligibility .

(a) Any Employee, Consultant or any other individual who provides services to the Company or any Subsidiary shall be eligible to be selected to receive an Award under the Plan, to the extent an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(b) Holders of options and other types of awards granted by a company acquired by the Company or with which the Company combines are

eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.

Section 4. Administration .

(a) Administration of the Plan . The Plan shall be administered by the Committee, which shall be appointed by the Board. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

(b) Composition of Committee . To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock market or exchange on which the Shares are quoted or traded; (ii) a non-employee Director within the meaning of Rule 16b-3 under the Exchange Act; and (iii) an outside Director pursuant to Section 162(m) of the Code. The Board may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate to one or more officers of the Company the authority to grant Options and SARs or other Awards in the form of Share rights, except that such delegation shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act, and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director) the authority to grant all types of Awards, in accordance with applicable law.

(c) Authority of Committee . Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards, including without limitation, to accelerate the time or times

at which the Award becomes vested, unrestricted or may be exercised; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Section 5. Shares Available for Awards .

(a) Subject to adjustment as provided in ‎ Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 1 Shares plus any Returning Shares.

(b) If any Award is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for grant under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes and (ii) any Shares tendered or withheld to pay the exercise price of Options.

(c) In the event that the Committee determines that, as a result of any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment

1 This number to equal 10.3% of Shares issued and outstanding, less the amount of Shares subject to awards outstanding under the Citizens Financial Group, Inc. Converted Equity 2010 Long Term Incentive Plan and the Citizens Financial Group, Inc. Converted Equity 2010 Deferral Plan.

is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code, adjust equitably (including, without limitation, by payment of cash) any or all of:

(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limit specified in ‎ Section 5(a) and the individual limit specified in ‎ Section 5 ‎ (e);

(ii) the number and type of Shares (or other securities) subject to outstanding Awards; and

(iii) the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;

provided , however , that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(e) The following limits shall apply to the amount that may be awarded to any Participant during any calendar year, subject to adjustment as provided in ‎ Section 5(c): (i) Options and SARs that relate to no more than 1,000,000 Shares; (ii) Restricted Stock and RSUs that relate to no more than 1,000,000 Shares; (iii) Share-based Performance Awards and Other Share-Based Awards that relate to no more than 1,000,000 Shares; (iv) Share-based Deferred Awards that relate to no more than 1,000,000 Shares; (v) cash-based Deferred Awards that relate to no more than $15,000,000; and (vi) cash-based Performance Awards and Other Cash-Based Awards that relate to no more than $15,000,000.

Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided , however , that, except in the case of Substitute Awards, and subject to ‎ Section 6(f), such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option; provided that the Committee may (but shall not be required to) provide in an Award Agreement for

an extension of such 10-year term in the event the exercise of the Option would be prohibited by law on the expiration date.

(c) The Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.

(d) The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the exercise price with respect thereto may be made or deemed to have been made.

(e) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options.

(f) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424(a) of the Code). Notwithstanding any designation as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of Shares subject to a Participant’s Incentive Stock Options that become exercisable for the first time during any calendar year exceeds $100,000, such excess Options shall be treated as Non-Qualified Stock Options. For purposes of the foregoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant. No Incentive Stock Options may be issued more than ten years following the earlier of (i) the date of adoption of this Plan by the Board or (ii) the date of approval of this Plan by the Company’s shareholders. In the case of a 10% shareholder, the exercise price per Share under an Incentive Stock Option shall not be less than 110% of the Fair Market Value on the date of grant of such Incentive Stock Option and the term of such Incentive Stock Option shall not exceed five years from the date of grant of such Incentive Stock Option.

Section 7. Stock Appreciation Rights . The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under ‎ Section 6.

(b) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided , however , that, except in the case of

Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.

(d) The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.

(e) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.

(f) No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs.

Section 8. Restricted Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The Award Agreement shall specify the vesting schedule and, with respect to RSUs, the delivery schedule (which may include deferred delivery later than the vesting date) and whether the Award of Restricted Stock or RSUs is entitled to voting rights or any other rights.

(b) Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c) The Committee may specify in the applicable Award Agreement that any or all dividends, dividend equivalents or other distributions, as applicable, paid on Awards of Restricted Stock or RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends, dividend equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards; provided , however , that dividends, dividend equivalents or other distributions, as applicable, on Awards of Restricted Stock and RSUs with restrictions that lapse as a result of the achievement of performance conditions shall be deferred until and paid contingent upon the achievement of the applicable performance conditions.

(d) Any Share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.

(e) If, and to the extent the Committee intends that an Award granted under this ‎ Section 8 shall constitute or give rise to Section 162(m) Compensation, such Award shall be structured in accordance with the requirements of ‎ Section 9, including the performance criteria set forth therein and the Award limitation set forth in ‎ Section 5(e), and any such Award shall be considered a Performance Award for purposes of the Plan.

(f) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

(g) The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.

Section 9. Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) Performance Awards may be denominated as a cash amount, number of Shares or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(b) If the Committee intends that a Performance Award should constitute Section 162(m) Compensation for purposes of this Plan, such Performance Award shall include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more of the following performance measures or any other performance measure reasonably determined by the Committee, with respect to the Company:

(i) return measures (including, but not limited to, total shareholder return; return on equity; return on tangible common equity; return on tier 1 common equity; return on assets or net assets; return on risk-weighted assets; and return on capital (including return on total capital or return on invested capital));

(ii) revenues (including, but not limited to, total revenue; gross revenue; net revenue; revenue growth; and net sales);

(iii) income/earnings measures (including, but not limited to, earnings per share; earnings or loss (including earnings before or after interest, taxes, depreciation and amortization); gross income; net income after cost of capital; net interest income; non-interest income; fee income; net interest margin; operating income (before or after taxes); pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus); pre- or after-tax operating income; net earnings; net income or loss (before or after taxes); operating margin; gross margin; and adjusted net income);

(iv) expense measures (including, but not limited to, expenses; operating efficiencies; non-interest expense and operating/efficiency ratios; and improvement in or attainment of expense levels or working capital levels (including cash and accounts receivable));

(v) balance sheet/risk management measures (including, but not limited to, loans; deposits; assets; tangible equity; charge-offs; net charge-offs; non-performing assets or loans; risk-weighted assets; classified assets; criticized assets; allowance for loans and lease losses; loan loss reserves; asset quality levels; year-end cash; investments; interest-sensitivity gap levels; regulatory compliance; satisfactory internal or external audits; financial ratings; shareholders’ equity; tier 1 capital; and liquidity);

(vi) cash flow measures (including, but not limited to, cash flow or cash flow per share (before or after dividends); and cash flow return on investment);

(vii) share price measures (including, but not limited to, share price; appreciation in and/or maintenance of share price; and market capitalization);

(viii) strategic objectives (including, but not limited to, market share; debt reduction; operating efficiencies; customer satisfaction; customer growth; employee satisfaction; research and development achievements; branding; mergers and acquisitions; succession management; people development; management retention; dynamic market response; expense reduction initiatives; reductions in costs; risk management; regulatory compliance and achievements; implementation, completion or attainment of measurable objectives with respect to research, development, commercialization, products or projects, production volume levels, acquisitions and divestitures; factoring transactions; and recruiting and maintaining personnel); and

(ix) other measures (including, but not limited to, economic value-added models or equivalent metrics; economic profit added; gross profits; economic profit; comparisons with various stock market indices; financial ratios (including those measuring liquidity, activity, profitability or leverage); cost of capital or assets under management; and financing and other capital raising transactions (including sales of the Company’s equity or debt securities; factoring transactions; sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions)).

Performance criteria may be measured on an absolute ( e.g. , plan or budget) or relative basis, may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments, may be based on a ratio or separate calculation of any performance criteria and may be made relative to an index or one or more of the performance goals themselves. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices. Except in the case of an Award intended to qualify as Section 162(m) Compensation, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this ‎ Section 9(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Section 162(m) Compensation or requirements of any applicable law, stock market or exchange

rules and regulations or accounting or tax rules and regulations. Notwithstanding any provision of the Plan to the contrary, with respect to any Award intended to be Section 162(m) Compensation, the Committee shall not be authorized to increase the amount payable under any Award to which this ‎ Section 9(b) applies upon attainment of such pre-established formula.

(c) Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee. The Committee shall specify the circumstances in which, and the extent to which, Performance Awards shall be paid or forfeited in the event of a Participant’s termination of service.

(d) Unless otherwise provided in the applicable Award Agreement, the Committee may provide for the payment of dividend equivalents on Performance Awards either in cash or in additional Shares, subject in all cases to payment on a deferred and contingent basis based on the Participant’s earning of the Performance Shares upon achievement or satisfaction of performance conditions specified by the Committee with respect to which such dividend equivalents are paid.

(e) Performance Awards shall be settled only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award but, to the extent required by Section 162(m) of the Code, may not exercise discretion to increase any amount payable to a Covered Employee in respect of a Performance Award intended to qualify as Section 162(m) Compensation. Any settlement that changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as Section 162(m) Compensation.

Section 10. Deferred Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants Deferred Awards, which maybe a right to receive Shares or cash under the Plan (either independently or as an element of or supplement to any other Award under the Plan), including, as may be required by any applicable law or regulations or determined by the Committee, in lieu of any annual bonus that may be payable to a Participant under any applicable bonus plan or arrangement. The Committee shall determine the terms and conditions of such Deferred Awards, including, without limitation, the method of converting the amount of annual bonus into a Deferred Award, if applicable, and the form, vesting, settlement, forfeiture and cancellation provisions or any other criteria, if any, applicable to such Deferred Awards. Shares underlying a Share-denominated Deferred Award, which is subject to a vesting schedule or other conditions or criteria, including forfeiture or cancellation provisions, set by the Committee shall not be issued until or following the date that those conditions and criteria have been satisfied. Deferred Awards shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share underlying a Deferred Award or the right to receive any dividend, dividend

equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any Deferred Award may be made.

Section 11. Other Cash-Based Awards and Other Share-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Share-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this ‎ Section 11 shall be purchased for such consideration, paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price therefore shall not be less than the Fair Market Value of such Shares on the date of grant of such right.

Section 12. Effect of Termination of Service or a Change of Control on Awards .

(a) The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of the Participant’s termination of service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.

(b) In the event of a Change of Control, except as otherwise provided in an Award Agreement, the Committee may provide for: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving corporation) or by the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards with substantially the same terms and value for such outstanding Awards (in the case of an Option or SAR Award, the Intrinsic Value at grant of such Substitute Award shall equal the Intrinsic Value of the Award); (iii) acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or other performance conditions deemed met at target) or right to exercise such outstanding Awards immediately prior to or as of the date of the Change of Control, and the expiration of such outstanding Awards to the extent not timely exercised by the date of the Change of Control or other date thereafter designated by the Committee; or (iv) in the case of an Option or SAR Award, cancelation in consideration of a payment in cash or other consideration to the Participant who holds such Award in an amount equal to the Intrinsic Value of such Award (which may be equal to but not less than zero), which, if in excess of zero, shall be payable upon the effective date of such Change of Control. For the avoidance of doubt, in the event of a Change of Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal to or exceeds the per Share

value of the consideration to be paid in the Change of Control transaction without payment of consideration therefor.

Section 13. General Provisions Applicable to Awards .

(a) Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Except as may be permitted by the Committee (except with respect to Incentive Stock Options) or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to ‎ Section 13(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this ‎ Section 13(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.

under the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate in its sole discretion.

Section 14. Amendments and Terminations .

(a) Amendment or Termination of the Plan . Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however , that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to ‎ Section 5(c) and ‎ Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards in accordance with ‎ Section 18. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b) Dissolution or Liquidation . In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee.

(c) Terms of Awards . The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided , however , that, subject to ‎ Section 5(c) and ‎ Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards in accordance with ‎ Section 18; provided further , that the Committee’s

authority under this ‎ Section 14(c) is limited in the case of Awards subject to ‎ Section 9(b), as provided in ‎ Section 9(b). Except as provided in ‎ Section 9, the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in ‎ Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d) No Repricing . Notwithstanding the foregoing, except as provided in ‎ Section 5(c), no action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any Award established at the time of grant thereof without approval of the Company’s shareholders.

Section 15. Miscellaneous .

(a) No Employee, Consultant, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

(b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.

(c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to the Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes; provided

that if the Committee allows the withholding or surrender of Shares to satisfy the Participant’s tax withholding obligations, the Company shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

(e) If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 16. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to its approval by the Board and the shareholder(s) of the Company.

Section 17. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the tenth-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with ‎ Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Section 18. Cancellation or “Clawback” of Awards . The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable

Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

Section 19. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in the Plan, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

Section 20. Successors and Assigns . The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by ‎ Section 12.

Section 21. Governing Law . The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.

CITIZENS FINANCIAL GROUP, INC.

2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

Section 1. Purpose . The purpose of the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “ Plan ”) is to attract and retain the services of experienced non-employee directors for Citizens Financial Group, Inc. (together with its subsidiaries and any and all successor entities, the “ Company ”) by providing them with compensation for their services in the form of cash and/or shares of the Company’s common stock, thereby promoting the long-term growth and financial success of the Company and furthering the best interests of its shareholders.

Section 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ Affiliate ” means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Board and (iii) any other company which the Board determines should be treated as an “Affiliate.”

(b) “ Award ” means any Option, Restricted Stock, RSU, Other Share-Based Award or Retainer granted under the Plan.

(c) “ Award Agreement ” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d) “ Beneficial Owner ” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

(e) “ Beneficiary ” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such Person can be named or is named by the Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(f) “ Board ” means the board of directors of the Company.

(g) “ Change of Control ” means the occurrence of any one or more of the following events, except as otherwise provided in the Participant’s Award Agreement:

(ii) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; or

(h) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(i) “ Effective Date ” means the effective date of the Company’s initial public offering.

(j) “ Employee ” means any individual, including any officer, employed by the Company or any Affiliate or any prospective employee or officer who has accepted an

offer of employment from the Company or any Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Board (or a committee thereof, as applicable) in its discretion, subject to any requirements of the Code or the applicable laws.

(k) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(l) “ Fair Market Value ” means (i) with respect to Shares, the closing price of a Share on the day prior to the grant date or vesting, settlement or exercise date, as applicable (or, if there is no reported sale on such prior day, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(m) “ Intrinsic Value ” with respect to an Option Award means (i) the excess, if any, of the price or implied price per Share in a Change of Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered by such Award.

(n) “ Non-Employee Director ” means a regular, active director or a prospective director of the Company, in either case who is not an Employee of the Company or any Affiliate, as determined by the Board, in its sole discretion.

(o) “ Option ” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎ Section 6.

(p) “ Other Share-Based Award ” means an Award granted pursuant to ‎ Section 8.

(q) “ Participant ” means the recipient of an Award granted under the Plan.

(r) “ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including “ group ” as defined in Section 13(d) thereof.

(s) “ Restricted Stock ” means any Share granted pursuant to ‎ Section 7.

(t) “ Retainer ” means an annual cash retainer payable pursuant to ‎ Section 10 for service as (i) a member of the Board or a committee of the Board or (ii) chair or lead director of the Board or chair of any such committee.

(u) “ RSU ” means a contractual right granted pursuant to ‎ Section 7 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or

a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.

(v) “ Shares ” means shares of the Company’s common stock, $0.01 par value per Share.

(w) “ Substitute Award ” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.

Section 3. Eligibility . (a) Each Non-Employee Director shall be eligible to be selected to receive an Award under the Plan, to the extent an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(b) Holders of options and other types of awards granted by a company acquired by the Company or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.

Section 4. Administration . (a) The Plan shall be administered by the Board. The Board may issue rules and regulations for administration of the Plan. All decisions of the Board shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Board shall meet at such times and places as it may determine.

(b) Subject to the terms of the Plan and applicable law, the Board (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Board; (vii) amend terms or conditions of any outstanding Awards, including without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate

for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

Section 5. Shares Available for Awards . (a) Subject to adjustment as provided in ‎ Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 1,679,995 Shares.

(c) In the event that the Board determines that, as a result of any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, subject to compliance with Section 409A of the Code, adjust equitably (including without limitation, by payment of cash) any or all of:

(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limit specified in ‎ Section 5(a);

(ii) the number and type of Shares (or other securities) subject to outstanding Awards; and

(iii) the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;

provided , however , that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

Section 6. Options . The Board is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Board shall determine:

(a) The exercise price per Share under an Option shall be determined by the Board at the time of grant; provided , however , that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option;

(b) The term of each Option shall be fixed by the Board but shall not exceed 10 years from the date of grant of such Option; provided that the Board may (but shall not be required to) provide in an Award Agreement for an extension of such 10-year term, in the event the exercise of the Option would be prohibited by law on the expiration date;

(d) The Board shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the exercise price with respect thereto may be made or deemed to have been made.

Section 7. Restricted Stock and RSUs . The Board is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Board shall determine:

(b) Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Board may impose (including any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board may deem appropriate.

(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.

(d) The Board may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If the Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

(e) The Board may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.

Section 8. Other Share-Based Awards. The Board is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Board or a committee of the Board. The Board shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this ‎ Section 8 shall be purchased for such consideration, paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Board shall determine; provided that the purchase price therefore shall not be less than the Fair Market Value of such Shares on the date of grant of such right. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this ‎ Section 8.

Section 9. Automatic Grants . The Board or a committee of the Board may institute, by resolution, automatic Award grants to new and to continuing members of the Board, with the number and type of such Awards, the terms and conditions of such Awards, and the criteria for the grant of such Awards, as is determined by the Board or a committee of the Board, in its sole discretion.

Section 10. Retainers . The Board is authorized, subject to limitations under applicable law, to grant Retainers to Participants. The Board shall determine the terms and conditions of such Retainers, including without limitation (i) the amounts payable, (ii) the payment dates (including whether payment is made in a lump sum or installments and whether payment is made in advance or arrears), (iii) whether such Retainers may be electively received in Shares and (iv) whether such Retainers may be electively deferred, subject to such rules and procedures as it may establish in accordance with Section 409A of the Code, and, if so, whether such deferred Retainers may be distributed in cash and/or Shares. Shares issued to Participants pursuant to ‎ (iii) or ‎ (iv) above shall not count against the aggregate Share limit specified in ‎ Section 5(a). The number of Shares that shall be issued to the Participant who elects to receive a Retainer in Shares shall equal the amount

of cash that otherwise would have been paid to such Participant on the payment date of such Retainer divided by the Fair Market Value of a Share as of such payment date.

Section 11. Effect of Separation From Service or a Change of Control on Awards .

(a) The Board may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of the Participant’s separation from service from the Board prior to vesting, exercise or settlement of such Award.

(b) In the event of a Change of Control, except as otherwise provided in an Award Agreement, the Board may provide for: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving corporation) or by the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards with substantially the same terms and value for such outstanding Awards (in the case of an Option Award, the Intrinsic Value at grant of such Substitute Award shall equal the Intrinsic Value of the Award); (iii) acceleration of the vesting (including the lapse of any restrictions) or right to exercise such outstanding Awards immediately prior to or as of the date of the Change of Control, and the expiration of such outstanding Awards to the extent not timely exercised by the date of the Change of Control or other date thereafter designated by the Board; or (iv) in the case of an Option Award, cancelation in consideration of a payment in cash or other consideration to the Participant who holds such Award in an amount equal to the Intrinsic Value of such Award (which may be equal to but not less than zero), which, if in excess of zero, shall be payable upon the effective date of such Change of Control. For the avoidance of doubt, in the event of a Change of Control, the Board may, in its sole discretion, terminate any Option Awards for which the exercise or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the Change of Control transaction without payment of consideration therefor.

Section 12. General Provisions Applicable to Awards . (a) Awards shall be granted for such cash or other consideration, if any, as the Board determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Board, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

determined by the Board in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Board. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Except as may be permitted by the Board or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by the Participant otherwise than by will or pursuant to ‎ Section 12(e) and (ii) during the Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this ‎ Section 12(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e) The Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Board, in its sole discretion, and only by using forms and following procedures approved or accepted by the Board for that purpose.

(f) All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 13. Amendments and Terminations . (a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided , however , that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to ‎ Section 5(c) and ‎ Section 11, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards in accordance with ‎‎ Section 17. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its

stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Board.

(c) Terms of Awards. The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided , however , that, subject to ‎ Section 5(c) and ‎ Section 11, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards in accordance with ‎ Section 17. The Board shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in ‎ Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d) No Repricing. Notwithstanding the foregoing, except as provided in ‎ Section 5(c), no action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any Award established at the time of grant thereof without approval of the Company’s shareholders.

Section 14. Miscellaneous . (a) No Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

(b) The grant of an Award shall not be construed as giving the Participant the right to be retained in the service of the Board or the Company or any Affiliate. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.

(e) If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 15. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to its approval by the Board and the shareholder(s) of the Company.

Section 16. Term of the Plan . No Award shall be granted under the Plan after the earliest to occur of (i) the tenth-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with ‎ Section 13(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Board to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Section 17. Cancellation or “Clawback” of Awards . The Board shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, the Board may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

Section 18. Section 409A of the Code . With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in the Plan, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to an Award as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

Section 19. Successors and Assigns . The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by ‎ Section 11.

Section 20. Governing Law . The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.

CITIZENS FINANCIAL GROUP, INC.

2014 EMPLOYEE STOCK PURCHASE PLAN

Section 1. Purpose . The purpose of the Plan (as defined below) is to facilitate Employee participation in the ownership and economic progress of the Company and its Subsidiaries by providing Employees with an opportunity to purchase Shares of the Company. It is the intention of the Company to have the Plan qualify as an “ Employee Stock Purchase Plan ” under Section 423 of the Code. The provisions of the Plan shall, accordingly, be administered, interpreted and construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code.

Section 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ AAA ” shall have the meaning specified in ‎ Section 33.

(b) “ Beneficiary ” shall mean a person or entity entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s death. If no such person or entity is named by a Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(d) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(e) “ Committee ” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder.

(f) “ Company ” shall mean Citizens Financial Group, Inc., and any and all successor entities.

(g) “ Continuous Status as an Employee ” shall mean the absence of any interruption or termination of service as an Employee. Continuous status as an Employee shall not be considered interrupted in the case of a leave of absence except as provided in ‎ Section 11(b).

(h) “ Designated Subsidiary ” shall mean each Subsidiary as may be designated by the Board or the Committee from time to time among a group consisting of the Company and its Subsidiaries, including corporations that become Subsidiaries after the Effective Date.

(i) “ Effective Date ” shall mean the effective date of the Company’s initial public offering.

(j) “ Eligible Compensation ” for an Offering Period shall mean (i) base salary received during such Offering Period by an Eligible Employee for services to the Employer and (ii) commissions or commission income received during such Offering Period by an Eligible Employee. For the avoidance of doubt, Eligible Compensation shall not include overtime, severance pay, hiring and relocation bonuses, pay in lieu of vacation, sick leave, any other bonus, incentive or other special payments (other than commissions described in clause (ii) above) or any other form of compensation that may be paid from time to time to the Employee from the Employer. Eligible Compensation for Participants shall be pro-rated based upon the Eligible Compensation which he or she receives on each pay date during such Offering Period.

(k) “ Eligible Employee ” shall have the meaning specified in ‎ Section 3(a).

(l) “ Employee ” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Employer.

(m) “ Employer ” shall mean, with respect to an Offering Period, the Company and each of its Designated Subsidiaries.

(n) “ Enrollment Date ” shall mean the first day of each Offering Period.

(o) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(p) “ Exercise Date ” shall mean the last day of each Offering Period.

(q) “ Exercise Price ” shall have the meaning specified in ‎ Section 7(b).

(r) “ Fair Market Value ” shall mean the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which such price is reported) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value of a Share as determined by the Committee.

(s) “ Offering Period ” shall mean the period described in ‎ Section 4.

(t) “ Parent ” shall mean any corporation which constitutes a “parent” of the Company, within the meaning of Section 424(e) of the Code.

(u) “ Participant ” shall mean an Eligible Employee who has elected to participate in the Plan.

(v) “ Participant Account ” shall mean that separate account maintained under the Plan to record the amount that a Participant has contributed to the Plan during an Offering Period.

(w) “ Plan ” shall mean the Citizens Financial Group, Inc. 2014 Employee Stock Purchase Plan.

(x) “ Share ” shall mean a share of the Company’s common stock, $0.01 par value.

(y) “ Stock Administrator ” shall mean the administrator appointed by the Board or the Committee pursuant to ‎ Section 15 to administer the Plan.

(z) “ Subscription Agreement ” shall have the meaning specified in ‎ Section 5.

(aa) “ Subsidiary ” shall mean a corporation, domestic or foreign, of which at the time of the granting of an option pursuant to ‎ Section 7, not less than 50% of the total combined voting power of all classes of stock are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

Section 3. Eligibility .

(a) General Rule . Any full or part time Employee (i) whose customary employment is at least 20 hours per week, (ii) who has completed 30 days of service with the Employer as of any Enrollment Date, (iii) whose customary employment is for more than five months in any calendar year and (iv) who satisfies any additional criteria that the Committee may determine, in its sole discretion, from time to time shall be eligible to participate as an “ Eligible Employee ” during the Offering Period beginning on such Enrollment Date, subject to the requirements of ‎ Section 5 and the limitations imposed by Section 423(b) of the Code; provided , however , that, subject to Section 423 of the Code, an Employee of a Designated Subsidiary who is a citizen or resident of a foreign jurisdiction shall not be an “ Eligible Employee ” if the grant of an option under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of an option to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Committee in its sole discretion.

(b) Exceptions . Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option to purchase Shares under the Plan if:

(i) Immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock (including for purposes of

this ‎ Section 3 ‎ (b) any stock he or she holds outstanding options to purchase) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any Parent or Subsidiary computed in accordance with Section 423(b)(3) of the Code, or

(ii) Such option would permit such Employee’s right to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company, its Parent and Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time, in accordance with the provisions of Section 423(b)(8) of the Code.

Section 4. Offering Periods . Each calendar quarter shall be an Offering Period, except the initial Offering Period shall, subject to shareholder approval of the Plan in accordance with ‎ Section 22, be the period beginning on the first subscription date following the Effective Date and ending on the earlier of the last day of the calendar quarter or the calendar year in which the Effective Date occurs.

Section 5. Participation . An Eligible Employee shall become a Participant by completing a subscription agreement in such form as shall be specified by the Company (“ Subscription Agreement ”), and returning it to the Stock Administrator prior to the Enrollment Date for the applicable Offering Period, unless a later time for filing the Subscription Agreement is set by the Committee for all Eligible Employees with respect to such Offering Period.

Section 6. Payment for Shares .

(a) At the time a Participant files his or her Subscription Agreement, such Participant shall designate the portion of his or her Eligible Compensation that he or she elects to have withheld during the applicable Offering Period. Payroll deductions shall be made on each pay date during the Offering Period at a whole percentage rate not to exceed 10% of the Eligible Compensation which a Participant receives on each pay date during the Offering Period, provided that for the initial Offering Period beginning on the Effective Date such whole percentage shall not exceed 50% of the Eligible Compensation which a Participant shall receive on each pay date during the initial Offering Period.

(b) All deductions during an Offering Period that are made from a Participant’s Eligible Compensation shall be credited to his or her Participant Account under the Plan on an after-tax basis. A Participant may not make any separate cash payment into his or her Participant Account.

(c) A Participant may discontinue his or her participation in the Plan as provided in ‎ Section 11, but no other change can be made during an Offering

Period and, for the avoidance of doubt, a Participant may not alter the amount of his or her Eligible Compensation deductions for that Offering Period.

(d) Unless otherwise specified by a Participant prior to the Enrollment Date of any subsequent Offering Period by completing a Committee-specified process, a Participant shall be deemed to have elected to participate in each subsequent Offering Period to the same extent and in the same manner as the prior Offering Period, subject to the terms and conditions of this Plan and the applicable Subscription Agreement.

Section 7. Grant of Option .

(a) On the Enrollment Date for each Offering Period, each Participant shall be granted an option to purchase on the applicable Exercise Date, a maximum number of 5,000 Shares; provided , however , that the number of Shares subject to such option shall be reduced, if necessary, to a number of Shares which would not exceed the limitations described in ‎ Section 3(b) and ‎ Section 13(a) hereof.

(b) The exercise price per Share offered in a given Offering Period (the “ Exercise Price ”) shall be 90% of the Fair Market Value of a Share on the Exercise Date of such Offering Period.

Section 8. Exercise of Option . The Participant’s option for the purchase of Shares will be exercised automatically on the Exercise Date of such Offering Period by purchasing the maximum number of Shares subject to such option which may be purchased at the Exercise Price with the funds in his or her Participant Account unless, prior to such Exercise Date, the Participant has withdrawn from the Offering Period pursuant to ‎ Section 11. During a Participant’s lifetime, a Participant’s option to purchase Shares hereunder is exercisable only by such Participant.

Section 9. Delivery . Unless otherwise provided by the Company, the Stock Administrator shall hold Shares issued pursuant to the exercise of the option until any such Shares are distributed to the Participant, transferred or sold in accordance with procedures established from time to time by the Company or the Stock Administrator. Shares shall be delivered as soon as reasonably practicable after termination of a Participant’s Continuous Status as an Employee or receipt of such request by the Participant for delivery of all Shares, subject to compliance with all applicable law.

Section 10. Dividends. Shares received upon exercise of an option shall be entitled to receive dividends on the same basis as other outstanding Shares. A Participant will not be entitled to any dividends with respect to options to purchase Shares under the Plan.

Section 11. Withdrawal; Termination of Employment .

(a) A Participant may withdraw all, but not less than all, of the payroll deductions credited to his or her Participant Account for the applicable Offering Period by delivery to the Stock Administrator of notice, in the form specified by the Company, on any date up to a certain number of days prior to the Exercise Date to be specified by the Stock Administrator or to be provided for in the applicable Subscription Agreement. All of the Participant’s payroll deductions credited to his or her Participant Account for such Offering Period will be paid to such Participant as soon as reasonably practicable after receipt of his or her notice of withdrawal. Such withdrawal shall permanently terminate the Participant’s participation for the Offering Period in which the withdrawal occurs.

(b) In the event of the termination on or before the Exercise Date of the Participant’s Continuous Status as an Employee for any reason, he or she will be deemed to have elected to withdraw from the Plan, and the Participant or his or her Beneficiary (in the event of such Participant’s death) shall receive any funds in his or her Participant Account as soon as reasonably practicable after the date of such withdrawal; provided , however , a Participant who goes on a leave of absence shall be permitted to remain in the Plan with respect to an Offering Period which commenced prior to the beginning of such leave of absence. Eligible Compensation deductions for a Participant who has been on a leave of absence will resume upon return to work at the same rate as in effect prior to such leave unless the leave of absence begins in one Offering Period and ends in a subsequent Offering Period, in which case the Participant shall not be permitted to re-enter the Plan until a new Subscription Agreement is filed with respect to an Offering Period which commences after such Participant has returned to work from the leave of absence.

(c) A Participant’s withdrawal from one Offering Period will not have any effect upon his or her eligibility to participate in a different Offering Period or in any similar Plan which may hereafter be adopted by the Company.

Section 12. Interest . No interest shall accrue on the Eligible Compensation deductions of a Participant or on any other amounts in his or her Participant Account.

Section 13. Shares .

(a) The maximum number of Shares which shall be made available for sale under the Plan shall be 7,839,977 Shares, subject to adjustment upon changes in capitalization of the Company as provided in ‎ Section 19. Either authorized and unissued Shares or issued Shares heretofore or hereafter reacquired by the Company may be made subject to purchase under the Plan, in the sole and absolute discretion of the Board or the Committee. Further, if for any reason any purchase of Shares pursuant to an option under the Plan is not consummated, the

Shares subject to the applicable Subscription Agreement may be made available for sale pursuant to a new Subscription Agreement under the Plan.

(b) If, on a given Exercise Date, the Shares with respect to which options are to be exercised exceed the Shares then available under the Plan, the Committee shall make a pro rata allocation of the remaining Shares that are available for purchase in as uniform a manner as shall be reasonably practicable and as it shall determine to be equitable. In such event, the Company shall give notice to each Participant of such reduction in the number of Shares which such Participant shall be allowed to purchase. Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue Shares hereunder if, in the opinion of the Company, such issuance would constitute a violation of federal or state securities laws or regulations, the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded or the laws of any country.

Section 14. No Rights as a Shareholder . Neither the Participant nor his or her Beneficiaries will have any interest or other right in, or dividend or voting rights with respect to, Shares covered by his or her option until such option has been exercised and the related Shares have been purchased under the Plan.

Section 15. Administration .

(a) The Plan shall be administered by the Committee, which shall be appointed by the Board; provided , however , that members of the Board who are Eligible Employees, if any, may not vote on any matter affecting the administration of the Plan or the grant of any option pursuant to the Plan. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders and Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

(b) Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have the full power and authority to: (i) subject to Section 423 of the Code, designate Participants; (ii) direct the administration of the Plan by the Stock Administrator in accordance with the provisions herein set forth; (iii) adopt rules of procedure and regulations necessary for the administration of the Plan, provided that such rules are not inconsistent with the terms of the Plan; (iv) determine, in its sole discretion, all questions with regard to rights of Employees and Participants under the Plan, including but not limited to, the eligibility of an Employee to participate in the Plan and the range of permissible percentages of Eligible Compensation an Eligible Employee may specify to be withheld and the maximum amount; (v) enforce the terms of the Plan and the rules and regulations it adopts; (vi) direct or cause the Stock Administrator to direct the distribution of the Shares purchased hereunder; (vii) furnish or cause the Stock Administrator to furnish the Employer with information which the Employer may require for tax or other purposes; (viii) engage the service of counsel (who may, if appropriate, be

counsel for the Employer) and agents whom it may deem advisable to assist it with the performance of its duties; (ix) prescribe procedures to be followed by Eligible Employees in electing to participate herein; (x) receive from each Employer and from Eligible Employees such information as shall be necessary for the proper administration of the Plan; (xi) maintain, or cause the Stock Administrator to maintain, separate accounts in the name of each Participant to reflect his or her Participant Account under the Plan; (xii) interpret and construe the Plan in its sole discretion; (xiii) correct any defect, supply any omission and reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry the Plan into effect; and (xiv) make any changes or modifications necessary to administer and implement the provisions of the Plan in any foreign country to the fullest extent possible. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Section 16. Transferability . Neither any monies credited to a Participant’s Participant Account nor any rights with regard to the exercise of an option to purchase Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company shall treat such act as an election to withdraw funds in accordance with ‎ Section 11.

Section 17. Use of Funds . All Eligible Compensation deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such funds.

Section 18. Reports . Individual Participant Accounts will be maintained for each Participant, and statements will be given to Participants promptly following an Exercise Date, which statements will set forth the amount of Eligible Compensation deductions for the applicable Offering Period, the per-Share purchase price, the number of Shares purchased, and the remaining cash balance, if any.

Section 19. Adjustments Upon Changes in Capitalization and Certain Transactions . Except as would cause the Plan to fail to satisfy the requirements of Section 423 of the Code: (a) in the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split (including a stock split in the form of a stock dividend), reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to outstanding options as the Committee, in its sole discretion, deems equitable or appropriate taking into consideration any applicable accounting and tax consequences, including such adjustments in the limitations in ‎ Section 7(a)

and ‎ Section 13 and in the class and number of Shares and Exercise Price with respect to outstanding options under the Plan; and (b) in the event of any transaction or event described in ‎ (a) above, or any unusual or nonrecurring transaction or events affecting the Company or any changes in applicable laws, regulations or accounting principles, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, is hereby authorized to: (i) provide for either (X) termination of any outstanding option in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon exercise of such option had such option been currently exercisable or (Y) the replacement of such outstanding option with other rights or property selected by the Committee in its sole discretion; (ii) provide that the outstanding options under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and exercise prices; (iii) make adjustments in the number and type of Shares (or other securities or property) subject to outstanding options under the Plan and/or in the terms and conditions of outstanding options and options which may be granted in the future; (iv) shorten the Offering Period then in progress and set a new Exercise Date, which shall be a date immediately prior to the date of any transaction or event described in ‎ (a) above and provide for any other necessary procedures to effectuate such actions; and/or (v) provide that all outstanding options shall terminate without being exercised.

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee, no issuance by the Company or shares of stock of any class, or securities convertible into stock of any class, shall affect, and no adjustment by reason thereof, shall be made with respect to, the number of Shares subject to an option or the grant or Exercise Price of any option.

Section 20. Amendment or Termination .

(a) The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time and for any reason; provided , however , that the Board (i) shall not, without the approval of the shareholders of the Company, increase the maximum number of Shares which may be issued under the Plan (except pursuant to ‎ Section 19) or (ii) shall otherwise obtain shareholder approval of any amendment, alteration, suspension, discontinuance or termination of the Plan, if, and to the extent, required by applicable law. Except as specifically provided in the Plan, as required to comply with Section 423 of the Code, or as required to obtain a favorable ruling from the Internal Revenue Service, no such amendment, alteration, suspension, discontinuation or termination of the Plan

pursuant to this ‎ Section 20 may make any change in any option theretofore granted which adversely affects the rights of any Participant without the consent of such Participant.

(b) The Plan shall automatically terminate on the Exercise Date that Participants become entitled to purchase a number of Shares greater than the number available for purchase under ‎ Section 13.

Section 21. Notices .

(a) All notices or other communications by an Eligible Employee or a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

(b) All notices or other communications by the Employer, the Company, the Board or the Committee under or in connection with the Plan shall be deemed to have been duly given when (i) personally delivered, including electronic transmission in such form as the Board or the Committee shall direct, or (ii) placed in the mail of the country of the sender in an envelope addressed to the last known address of the person to whom the notice is given.

Section 22. Shareholder Approval . The effectiveness of the Plan shall be subject to approval by the shareholders of the Company within 12 months before or after the date the Plan is adopted by the Board. Notwithstanding any provision to the contrary, failure to obtain such shareholder approval shall void the Plan, any options granted under the Plan, any Share purchases pursuant to the plan, and all rights of all Participants.

Section 23. Conditions Upon Issuance of Shares . Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated under both sets of laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

Section 24. Withholding; Disqualifying Disposition . Notwithstanding any other provision of the Plan, at the time a Participant’s option under the Plan is exercised, in whole or in part, or at the time some or all of the Shares issued under

the Plan are disposed of by a Participant, the Participant must make adequate provision for his or her Employer’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation, the amount necessary for the Company to meet applicable tax withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to a sale or early disposition of Shares by the Participant.

Section 25. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to its approval by the shareholders of the Company as described in ‎ Section 22.

Section 26. Term of Plan . The Plan shall continue in effect until the earliest to occur of (a) the tenth-year anniversary of the Effective Date; (b) the maximum number of Shares available for issuance under the Plan have been issued in accordance with ‎ Section 20(b); (c) the Board terminates the Plan in accordance with ‎ Section 20(a); or (d) the failure to obtain shareholder approval pursuant to ‎ Section 22.

Section 27. No Rights Implied . Nothing contained in the Plan, any modification or amendment to the Plan, or the creation of any Participant Account, the execution of any Subscription Agreement, or the issuance of any Shares, shall give any Employee or Participant any right to continue his or her employment, any legal or equitable right against the Employer or Company or any officer, director, or employee of the Employer or the Company, or interfere in any way with the Employer’s or the Company’s right to terminate or otherwise modify an Employee’s employment at any time, except as expressly provided by the Plan.

Section 28. Severability . If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or entity, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, person or entity, and the remainder of the Plan shall remain in full force and effect.

Section 29. Waiver of Notice . Any person entitled to notice under the Plan may waive such notice.

Section 30. Successors and Assigns . The Plan shall be binding upon all persons entitled to purchase Shares under the Plan, their respective heirs, legatees, and legal representatives, including, without limitation, such person’s estate and the executors, any receiver, trustee in bankruptcy or representative of creditors of such person, and upon the Employer, its successors and assigns.

Section 31. Headings . The titles and headings of the sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

Section 32. Governing Law . The Plan shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Employer to sell and deliver Shares under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

Section 33. Dispute Resolution. Except as provided in the last sentence of this paragraph to the fullest extent permitted by law, the Company and each Participant agree to waive their rights to seek remedies in court, including but not limited to rights to a trial by jury. Each Participant hereby irrevocably waives the right to initiate or participate in any class or collective action with respect to any claim against the Company or any of its affiliates arising out of, relating to or in connection with this Plan. The Company and each Participant agree that any dispute between or among them and/or their affiliates arising out of, relating to or in connection with this Plan will be resolved in accordance with a confidential two-step dispute resolution procedure involving: (a) Step One: non-binding mediation, and (b) Step Two: binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder shall be under the auspices of the American Arbitration Association (“ AAA ”) pursuant to its then current AAA Commercial Arbitration Rules. No arbitration shall be initiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the Step One mediation. The mediation session(s) and, if necessary, the arbitration hearing shall be held in the city/location selected by the Company in its sole discretion. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single AAA arbitrator, selected by the Company in its sole discretion. Any award rendered by the arbitrator, including with respect to responsibility for AAA charges (including the costs of the mediator and arbitrator), will be final and binding, and judgment may be entered on it in any court of competent jurisdiction. In the unlikely event the AAA refuses to accept jurisdiction over a dispute, the Company and each Grantee agree to submit to JAMS mediation and arbitration applying the JAMS equivalent of the AAA Commercial Arbitration Rules. If AAA and JAMS refuse to accept jurisdiction, the parties may litigate in a court of competent jurisdiction.

CITIZENS FINANCIAL GROUP, INC.

CONVERTED EQUITY

2010 LONG TERM INCENTIVE PLAN

Table of Contents

Contents		Page
1	Meaning of words used	1
2	Operation of the Plan	4
3	Grant of Awards	5
4	Reduction of Award	7
5	Vesting of Awards	8
6	Leaving the CFG Group	10
7	Corporate events	12
8	General terms	13
Schedule A		A-1

Converted Equity 2010 Long Term Incentive Plan

Introduction

This Plan provides for the grant of conditional rights to receive Shares and/or Options to those Employees selected to participate.

Participants will generally only become entitled to the Shares if they are still an Employee on Vesting. An Award may also include the right to receive an amount, in cash or in Shares, equal in value to the dividends which were payable between the Award Date and Vesting on the number of Shares which Vest.

Further, Schedule A, annexed hereto, modifies certain provisions of the Plan with respect to awards granted after June 25, 2012 and March 5, 2014 .

This introduction does not form part of the Plan. It is an overview of how the Plan operates.

1	Meaning of words used

1.1	In these rules:

1.1.1

“ Acquiring Company ” means a Person described in rule ‎ 1.1.7(i) or rule ‎ 1.1.7(iii)(B), or the corporation or entity described in rule ‎ 1.1.7(iii)(A), in each case other than any Member of the CFG Group, in connection with a Change of Control;

1.1.2

“ Award ” means a Conditional Award or an Option;

1.1.3

“ Award Certificate ” means any agreement, contract, deed, certificate or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant;

1.1.4

“ Award Date ” means the date which the Committee sets for the grant of an Award;

1.1.5

“ Business Day ” means a day on which the New York Stock Exchange (or, if relevant and the Committee determines, any stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

1.1.6

“ CFG Bond ” means debt issued or to be issued by any Member of the CFG Group;

1.1.7

“ Change of Control ” means the occurrence of any one or more of the following events, except as otherwise provided in a Participant’s Award Certificate:

(i)

any Person, other than an employee benefit plan or trust maintained by the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s outstanding securities entitled to vote generally in the election of directors;

(ii)

at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Company’s board of directors and any new member of the board of directors whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the board of directors; or

(iii)

the consummation of (A) a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer to any Person of assets of the Company, in one transaction or a series of related transactions, having an aggregate fair market value of more than 50% of the fair market value of the Company and its subsidiaries (the “ Company Value ”) immediately prior to such transaction(s), but only to the extent that, in connection with such transaction(s) or within a reasonable period thereafter, the Company’s shareholders receive distributions of cash and/or assets having a fair market value that is greater than 50% of the Company Value immediately prior to such transaction(s).

Notwithstanding the foregoing or any provision of any Award Certificate to the contrary, for any Award that provides for accelerated distribution on a Change of Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change of Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change of Control but instead shall vest as of the date of such Change of Control and shall be paid on the scheduled payment date specified in the applicable Award Certificate, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.

1.1.8

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

1.1.9

“ Committee ” means the Compensation and Human Resources Committee of the Company and any individual or group of persons authorized by the Compensation and Human Resources Committee to exercise powers under the Plan;

1.1.10

“ Company ” means Citizens Financial Group, Inc. and any and all successor entities;

1.1.11

“ Conditional Award ” means a conditional right to acquire Shares under the Plan;

1.1.12

“ Dealing Restrictions ” means restrictions on dealing in Shares, imposed by any applicable law, the principal stock market or exchange on which the Shares are quoted or traded, if any, or otherwise, as varied from time to time;

1.1.13

“ Disciplinary Action ” for the purpose of rule ‎ 5.2, means any inquiry or investigation by any Member of the CFG Group into the conduct, capability or performance of a Participant that may potentially lead to disciplinary action being taken against that Participant, and/or any disciplinary procedure (whether in accordance with any relevant contractual obligation, policy or otherwise) that has been commenced by any Member of the CFG Group against a Participant;

1.1.14

“ Employee ” means any employee of any Member of the CFG Group including an executive director;

1.1.15

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto;

1.1.16

“ Member of the CFG Group ” means:

(i)

the Company and its Subsidiaries from time to time; and

(ii)

any other company which the Committee determines should be treated as a Member of the CFG Group;

1.1.17

“ Option ” means a right to acquire Shares granted under the Plan;

1.1.18

“ Option Period ” means a period starting on the grant of an Option and ending at the end of the day before the tenth anniversary of the grant, or such shorter period as may be specified under rule ‎ 3.2 on the grant of an Option;

1.1.19

“ Option Price ” means zero, or the amount payable on the exercise of an Option, as specified under rule ‎ 3.2.3;

1.1.20

“ Participant ” means a person holding an Award, or following the death of a Participant, his personal representatives;

1.1.21

“ Performance Condition ” means any performance condition imposed under rule ‎ 3;

1.1.22

“ Performance Period ” means the period in respect of which a Performance Condition is to be satisfied;

1.1.23

“ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, and used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof;

1.1.24

“ Plan ” means these rules (including Schedule A) known as the “ CFG Converted Equity 2010 Long Term Incentive Plan ” as amended from time to time;

1.1.25

“ RBS Group ” means The Royal Bank of Scotland Group plc and its subsidiaries (within the meaning of Section 1159 of the Companies Act 2006), other than any Member of the CFG Group;

1.1.26

“ Shares ” means shares of the Company’s common stock, $0.01 par value per Share;

1.1.27

“ Short-Term Deferral Period ” means the period beginning on the date of Vesting (or, if rule ‎ 6.2 applies to a Conditional Award that is subject to a Performance Condition, the date on which the Performance Condition is satisfied) and ending on March 15 after the end of the calendar year in which the Short-Term Deferral Period begins;

1.1.28

“ Subsidiary ” means (i) any entity that, directly or indirectly, is controlled by the Company or (ii) any entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Committee;

1.1.29

“ Vesting ” in relation to an Option, means the Option becoming exercisable and in relation to a Conditional Award, means a Participant becoming entitled to have the Shares transferred to him subject to the Plan.

2	Operation of the Plan

2.1	Timing of Operation

The Committee may operate the Plan at any time after its adoption and before its termination. Awards may only be granted within 42 days starting on any of the following:

2.1.1

the date of shareholder approval;

2.1.2

the day after the announcement of the Company’s results for any period;

2.1.3

any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards;

2.1.4

the day an Employee joins any Member of the CFG Group, where the Awards are granted as a replacement for an incentive that would otherwise have been provided by the Employee’s previous employer;

2.1.5

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

2.1.6

the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

2.2	Selection of Participants

In relation to any operation of the Plan, the Committee may select any Employee to participate in the Plan. However, a selected Employee who ceases to be an Employee before the Award Date will not receive an Award.

2.3	No Payment

A Participant is not required to pay for the grant of any Award.

2.4	No Grants of New Awards

No new Awards shall be granted under the Plan following the closing of the Company’s underwritten initial public offering (other than, for the avoidance of doubt, Awards received

upon conversion of Awards granted to employees of Members of the CFG Group by the RBS Group) .

3	Grant of Awards

3.1	Grant of Awards

The Committee may grant an Award to such Employees as it, in its sole discretion, considers appropriate.

3.2	Terms of Awards

Awards are subject to the rules of the Plan and any Performance Condition and must be granted in the form of an Award Certificate. The terms of the Award, as determined by the Committee, must be specified in the Award Certificate and must include:

3.2.1

whether the Award is:

(i)

a Conditional Award;

(ii)

an Option,

or a combination of these;

3.2.2

the Award Date;

3.2.3

the Option Price (if relevant);

3.2.4

the number of Shares subject to the Award or the basis on which the number of Shares subject to the Award will be calculated;

3.2.5

any Performance Condition or any other condition specified under rule ‎ 3.4;

3.2.6

the date or dates of Vesting for the Award, or any part of the Award, unless specified in a Performance Condition;

3.2.7

whether the Participant is entitled to receive any cash or Shares as a dividend equivalent under rule ‎ 5.4;

3.2.8

if relevant, whether an Option will be satisfied in cash, Shares or CFG Bonds under rule 5.5.2; and

3.2.9

if rule ‎ 4 (Reduction of Award) is disapplied in respect of the Award, or any part of the Award, a statement that the rule is so disapplied.

3.3	Performance Conditions

When granting an Award, the Committee may make its Vesting conditional on the satisfaction of one or more conditions linked to the strategic objectives of the Company, including team based conditions aligned to its corporate based strategy. A Performance Condition must be objective and specified at the Award Date and may provide that an Award will lapse if a Performance Condition is not satisfied. The Committee may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Committee reasonably to consider it appropriate.

3.4	Other conditions

When granting Awards, the Committee may impose other conditions. Those conditions must be set out in the Award Certificate and may be amended or waived by the Committee at any time in its discretion.

3.5	Award Certificate

Each Participant will receive an Award Certificate setting out the terms of the Award.

3.6	Individual limit for Awards

An Award must not be granted to an Employee if it would at the proposed Award Date, cause the market value of Shares subject to Awards that he has been granted in that financial year under the Plan to exceed 4 times his annual base salary from any Member of the CFG Group. For these purposes, market value may be determined by reference to the share price averaged over a period specified by the Committee.

This limit may be exceeded if the Committee determines that exceptional circumstances make it desirable that Awards should be granted in excess of that limit.

3.7	Plan limits

Subject to rule ‎ 3.8 and adjustment as provided in rule ‎ 7, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 1 Shares .

3.8	Scope of Plan limits

Where the right to acquire Shares is released or lapses or is satisfied in cash or CFG Bonds, in whole or in part, the Shares concerned will become available for grant under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, as amended from time to time.

For the purposes of rule ‎ 3.7, the number of Shares committed to be issued under that Conditional Award or Option will be based on the net number of Shares to be transferred on Vesting or exercise (as applicable), from the date of any Committee determination that:

3.8.1

under rule ‎ 5.3.3 any Conditional Award will be reduced by a sufficient number of Shares as may be necessary to discharge any liability under rule ‎ 8.4.1, in which case the net number will be calculated by reference to applicable tax rates on the date of the Committee’s determination;

3.8.2

under rule ‎ 5.5.2 an Option will be satisfied in Shares; and

3.8.3

under rule ‎ 5.5.1 a Conditional Award will be satisfied in cash or CFG Bonds.

1 This number to equal the number of Shares underlying converted LTIP awards at the time of the IPO.

3.9	Compliance with Applicable Law and Exchange Listing Rules

No Shares will be issued under the Plan if such issuance would be in violation of any applicable law or any rule of the principal stock market or exchange on which the Shares are quoted or traded, if any.

4	Reduction of Award

4.1	Review of Awards

The Committee may review Awards, or any individual Award, in the light of the performance of any Member of the CFG Group or the RBS Group, any business area or team and the conduct, capability or performance of the Participant, unless it specifies otherwise when granting the Award. The review may take place at any time determined by the Committee. In addition, the Committee may make any determination and take any action under this rule ‎ 4 in accordance with applicable law, including Section 10D of the Exchange Act.

4.2	Focus of Review

4.2.1

In carrying out a review the Committee will consider:

(i)

whether results have subsequently appeared materially inaccurate or misleading;

(ii)

whether a business unit or profit center in which the Participant worked has subsequently made a loss out of business written in the Performance Period or which could reasonably have been risk-managed in the Performance Period;

(iii)

any performance of a Participant, team, business area or profit center, if the Committee deems that the circumstances warrant a review; and

(iv)

any other matter which appears relevant.

4.3	Reduction of Award

Following a review under rule ‎ 4.1, the Committee may make any determination in respect of any part of an Award that has not Vested (or, in respect of an Option, that has not been exercised), including for example:

4.3.1

reduce the number of Shares in respect of an Award;

4.3.2

determine that no Shares, cash or CFG Bonds will Vest in respect of a Conditional Award or that an Option may not be exercised and will lapse in whole or in part; and

4.3.3

determine that no amount, or a reduced amount, will be paid in respect of any dividend equivalent.

5	Vesting of Awards

5.1	Determination of Performance Condition

As soon as reasonably practicable after the end of the Performance Period, the Committee will determine whether and to what extent any Performance Condition has been satisfied and the number of Shares and/or the amount of cash the Participant will receive under rule ‎ 5.3 .

5.2	Timing of Vesting

5.2.1

Where an Award is subject to a Performance Condition, subject to rules ‎ 3.4, ‎ 5.2.3 , ‎ 5.3.3, ‎ 5.5, ‎ 6 and ‎ 7, an Award Vests to the extent determined under rule ‎ 5.1, on the date on which the Committee makes its determination or, if on that date a Dealing Restriction applies to a Participant and the Committee so determines, it Vests in respect of that Participant on the first date on which the Dealing Restriction ceases to apply. To the extent any Performance Condition is not satisfied, the Award lapses, unless otherwise specified in the Performance Condition.

5.2.2

Subject to rules ‎ 3.4, ‎ 5.2.3, ‎ 5.3.3, ‎ 5.5, ‎ 6 and ‎ 7, an Award Vests on the date of Vesting specified at grant. However, if a Dealing Restriction applies to a Participant on the date of Vesting and the Committee so determines, Vesting is delayed in respect of that Participant’s Award until the Dealing Restriction ceases to apply to that Participant, subject to compliance with Section 409A of the Code.

5.2.3

Vesting is delayed in respect of a Participant’s Award, or any part of it, if any of the following circumstances apply on the anticipated date of Vesting:

(i)

if the Participant is subject to any Disciplinary Action; or

(ii)

if a matter which may otherwise involve or affect that Participant has been referred to the Committee for review under rule ‎ 4 .

In these cases, Vesting will not occur unless and until the Committee determines that the Award should Vest, subject to compliance with Section 409A of the Code.

5.3	Consequences of Vesting

5.3.1

In relation to a Conditional Award, as soon as practicable after Vesting, and in any event no later than the date on which the Short-Term Deferral Period ends or such earlier date as required to comply with Section 409A of the Code, the Participant, or a nominee for the Participant appointed by the Company, will receive the number of Shares in respect of which it has Vested, subject to rules ‎ 5.3.3, ‎‎ 5.5, ‎ 6.4, ‎‎ 8.4 and ‎‎ 8.10.

5.3.2

In relation to an Option, to the extent it has vested a Participant may exercise the Option at any time during the Option Period following Vesting by giving notice in the prescribed form to the Company or any person nominated by the Company and paying the Option Price (if any). The Option will lapse at the end of that period or, if earlier, on the earliest of:

(i)

if a Participant ceases to be an Employee of the Company or any Member of the CFG Group under rule ‎ 6.2, twelve months after it Vests in accordance with rule ‎ 6.3;

(ii)

six months after an event which gives rise to Vesting under rule ‎ 7; or

(iii)

if the Participant dies, the earlier of two years from his death or three months after the Participant’s personal representatives notify the Company that they have obtained a grant of representation,

and, subject to rules ‎ 5.3.3, ‎ 5.5, ‎ 6.4, ‎ 8.4 and ‎ 8.10, the Committee will arrange for Shares to be transferred to or issued to the Participant, or to a nominee for the Participant appointed by the Company, within 30 days of the date on which the Option is exercised. If an Option Vests under more than one provision of the rules of the Plan, the provision resulting in the shortest exercise period will prevail.

5.3.3

The Participant will receive the number of Shares in respect of which the Award has Vested, unless the Committee determines that this is reduced by a sufficient number of Shares as may be necessary to discharge any liability under rule ‎ 8.4.1 .

5.4	Dividend Equivalent

An Award may include the right to receive an amount (known as a “dividend equivalent”) equal in value to the dividends which were payable on the number of Shares in respect of which an Award Vests between the Award Date and Vesting or, for Options, between the Award Date and exercise. This amount may be paid in cash or Shares (as determined from time to time by the Committee). Dividend equivalents will be paid to the Participant, or transferred to a nominee for the Participant appointed by the Company, subject to rule ‎ 8.4, as soon as practicable after Vesting, and in any event no later than the date on which the Short-Term Deferral Period ends.

5.5	Alternative ways to satisfy Awards

5.5.1

On the Vesting of a Conditional Award, the Committee may decide to satisfy the portion which Vests by paying an equivalent amount in cash or by transferring an equivalent value in CFG Bonds (subject to rule ‎ 8.4).

5.5.2

At the Award Date or at any time before exercise of an Option, the Committee may decide to satisfy the Option by paying an amount in cash equal to the amount by which the Market Value (as determined in rule ‎ 5.6) of the Shares in respect of which the Option is exercised exceeds the Option Price (if any) on the date of exercise, subject to rule ‎ 8.4. Alternatively, the Committee may decide to satisfy an Option by procuring the issue or transfer of Shares or CFG Bonds to the value of such cash amount. If the Committee decides to satisfy an Option in this way, the Participant need not pay the Option Price or, if he has paid it, the Company will repay it to him.

5.6	Market Value

For the purposes of rule ‎ 5.5.2, “ Market Value ” on any particular day means:

5.6.1

the price for the immediately preceding Business Day;

5.6.2

if the Committee decides, the average price for the five immediately preceding Business Days; or

5.6.3

such other price as the Committee may decide.

The “price” is the middle market price quoted on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value of a Share as determined by the Committee .

6	Leaving the CFG Group

6.1	General rule on leaving employment

6.1.1

Unless rule ‎ 6.2 applies or as otherwise provided in a Participant’s Award Certificate, an Award which has not Vested will lapse on the date the Participant ceases to be an Employee of any Member of the CFG Group.

6.1.2

The Committee may decide that an Award which has not Vested will lapse on the date on which the Participant gives or receives notice of termination of his employment with any Member of the CFG Group (whether or not such termination is lawful) , unless the reason for giving or receiving notice is one listed in rule ‎ 6.2.1 below or is otherwise provided in the Participant’s Award Certificate.

6.2	Leaving in exceptional circumstances

6.2.1

Unless otherwise provided in a Participant’s Award Certificate, if a Participant ceases to be an Employee of any Member of the CFG Group for any of the reasons set out below, his Award will Vest as described in rule ‎ 6.3 and lapse as to the balance. The reasons are:

(i)

ill-health, injury or disability, as established to the satisfaction of the Company;

(ii)

retirement with the agreement of the Participant’s employer;

(iii)

redundancy;

(iv)

the Participant’s employing company ceasing to be a Member of the CFG Group;

(v)

the business in which the Participant works being transferred to a Person which is not a Member of the CFG Group; or

(vi)

any other reason, if and to the extent the Committee so decides in any particular case.

6.2.2

If the Committee does not exercise any discretion provided for in rule ‎ 6.2.1 within 30 days after cessation of the relevant Participant’s employment, the Award will lapse on the date of cessation.

6.3

Vesting

6.3.1

With respect to a Conditional Award that is subject to a Performance Condition, where rule ‎‎ 6.2 applies, unless otherwise provided in a Participant’s Award Certificate, an Award which has not Vested will Vest on the date or dates originally set for Vesting (or on such earlier date or dates as the Committee may consider appropriate), subject to the following:

(i)

the satisfaction of any Performance Condition, as determined by the Committee in the manner specified in the Performance Condition or in such a manner as it considers reasonable;

(ii)

a pro rata reduction to reflect the proportion of the period between the Award Date and date originally set for Vesting which has not elapsed, unless the Committee decides otherwise.

6.3.2

With respect to a Conditional Award that is not subject to a Performance Condition, where rule ‎ 6.2 applies, unless otherwise provided in a Participant’s Award Certificate, an Award which has not Vested will Vest on the date of cessation of employment. The Committee may, in its sole discretion, reduce the portion of an Award that Vests under this rule ‎‎ 6.3 pro rata to reflect the proportion of the period between the Award Date and the date originally set for Vesting which has not elapsed.

6.4

Death

If a Participant dies, unless otherwise provided in the Participant’s Award Certificate, his Award will not lapse but will Vest in full on the date of death. The Committee will only arrange for Shares, cash and/or CFG Bonds to be delivered to the Participant’s personal representatives if they have produced a valid grant of probate (or local equivalent, if applicable, subject to the satisfaction of the Committee) and, in any case, no later than the date on which the Short-Term Deferral Period ends, or such later date as may be permitted under Section 409A of the Code.

6.5	Transfer outside of the United States

If a Participant remains an Employee but is transferred to work in a country other than the United States or changes tax residence status and, as a result he would:

6.5.1

suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the Committee); or

6.5.2

become subject to restrictions on his ability to exercise his Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the securities laws or exchange control laws of the country to which he is transferred,

then the Committee may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest and/or lapse to the extent they permit.

6.6	Meaning of “ceasing to be an Employee”

For the purposes of this rule ‎ 6, a Participant will not be treated as ceasing to be an Employee of a Member of the CFG Group until he ceases to be an Employee of all Members of the CFG Group, or if he recommences employment with any Member of the CFG Group within 7 days of so ceasing.

7	Corporate events

7.1	Change of Control

In the event of a Change of Control, Awards will Vest on the date of such Change of Control, subject to the following (unless the Committee decides otherwise or unless otherwise necessary to comply with Section 409A of the Code):

7.1.1

the satisfaction of any Performance Condition, as determined by the Committee in the manner specified in the Performance Condition or in such a manner as it considers reasonable;

7.1.2

a pro rata reduction to reflect the proportion of the period between the Award Date and Vesting which has not elapsed.

7.2	Rights issues, demergers and other corporate events

If the Committee becomes aware that the Company is or is expected to be affected by any variation in share capital, demerger, distribution (other than an ordinary dividend), delisting or other transaction which, in the opinion of the Committee could affect the current or future value of Shares, Awards are not affected unless and to the extent that the Committee determines to:

(i)

allow Awards to Vest, subject to any conditions the Committee may decide to impose including, in the case of Options, specifying a different Option Period;

(ii)

cause Awards to lapse wholly or in part;

(iii)

require Awards to be exchanged under rule ‎ 7.4;

(iv)

adjust the number of Shares comprised in an Award, and such other terms of the Award as appear appropriate; and/or

(v)

take any other appropriate action (which may include, for the avoidance of doubt, allowing Awards to be exchanged for new awards on equivalent terms (so far as practicable)) .

7.3

Committee

If rule ‎ 7.1 applies (except following an exchange under rule ‎ 7.4), “ Committee ” means the Committee as constituted immediately before the Change of Control, and includes those people who were authorized at that time.

7.4	Exchange of Awards

Where the Committee determines that an Award is to be exchanged for a new award, the terms of the new award will:

(i)

confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

(ii)

be subject to terms which are and have a value which is equivalent, as far as practicable, to the existing Award;

(iii)

be treated as having been acquired at the same time as the existing Award and, subject to paragraph ‎ (iv) below, Vest in the same manner and at the same time;

(iv)

be in respect of a number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule ‎ 7.1 or ‎ 7.2(i);

(v)

be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or another body corporate determined by the Acquiring Company.

8	General terms

8.1	Rights in respect of Awards

A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option or a Conditional Award unless and until the Shares are issued or transferred to the Participant, or transferred to a nominee for the Participant appointed by the Company.

8.2	Transfer of Awards

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. This rule ‎ 8.2 does not apply to the transmission of an Award on the death of a Participant to his personal representatives.

8.3	Company Documents

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

8.4	Tax withholding

8.4.1

The Company, any employing company, any Member of the CFG Group or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to taxation or social security contributions or other applicable taxes in respect of Awards.

8.4.2

The Company, any employing company, any Member of the CFG Group or trustee of any employee benefit trust operated by any Member of the CFG Group may withhold or offset any amounts or make such arrangements as it considers necessary to repay any outstanding liability of any Participant.

8.4.3

Subject to rule ‎ 5.3.1, any arrangements in this rule ‎ 8.4 may include the sale or reduction in number of Shares or value of CFG Bonds comprised in an Award.

8.5	Discretionary nature of the Plan

8.5.1

Nothing in this Plan or the operation of the Plan will form part of the contract of employment or other relationship with any Member of the CFG Group of any Employee, Participant or any other person. The fact that one or more Awards have been made to an Employee does not create any right to, or expectation of, continued employment.

8.5.2

No Employee is entitled to participate in, or be considered for participation in, the Plan at all or at a particular level. Participation in the Plan does not imply any right to participate, or to be considered for any future participation.

8.5.3

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favor.

8.5.4

No Employee will have any right to compensation or damages or any other sum or benefit in respect of the Plan, including, without limitation, in relation to:

(i)

his eligibility to participate, or ceasing to be eligible to participate, or ceasing to participate in the Plan;

(ii)

any exercise of a discretion or a decision taken in relation to the Plan or the Plan’s operation (whether or not this disadvantages the Employee concerned);

(iii)

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship); and

(iv)

any tax liability or any other fiscal detriment suffered in relation to the reduction or forfeiture of an Award.

8.5.5

Participation in the Plan is permitted only on the basis that any rights that are not expressly set out in this Plan are excluded. Each Participant will be deemed to waive any such excluded rights in consideration for, and as a condition to, participating in the Plan.

8.5.6

Nothing in this Plan confers any benefit, right, remedies, obligations, liabilities or expectation on any Person who is not an Employee. But this does not affect any other right or remedy of a third party which exists or is available.

8.5.7

For the avoidance of doubt, this rule applies throughout the employment of any Employee, after the termination of the employment, and during any period when the Employee has given or received notice to terminate his employment (whether such termination is lawful or unlawful).

8.6	Committee’s decisions final and binding

The decision of the Committee in connection with any interpretation of the rules of the Plan or in any dispute relating to any matter relating to the Plan will be final and conclusive.

8.7	Regulations

The Committee has power from time to time to make or vary rules or regulations for the administration and operation of the Plan.

8.8	Awards non-pensionable

Awards do not form part of a Participant’s remuneration for the purpose of determining entitlement to any benefit of employment including any pension or retirement benefit, life insurance, permanent health insurance or other similar benefit, whether existing or subsequently introduced.

8.9	Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares or other assets to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by applicable law.

8.10

Consents

All transfers of Shares and CFG Bonds will be subject to any necessary consents under any applicable law or regulations for the time being in force in the United States or elsewhere, and it will be the individual’s responsibility to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.

8.11	Share rights

Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, or to a nominee for the Participant appointed by the Company including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

8.12

Notices

8.12.1

Any notice or other document which has to be given to an Employee or Participant under or in connection with the Plan may be delivered or sent by mail to him at his home address according to the records of his employing company or sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company, or in either case such other address which the Company considers appropriate.

8.12.2

Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by mail to it at its respective registered office (or such other place as the Committee or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the sender.

8.12.3

Notices sent by mail will be deemed to have been given on the second day after the date of mailing. However, notices sent by or to a Participant who works outside the United States will be deemed to have been given on the seventh day after the date of mailing.

8.12.4

Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

8.13	Data protection

By participating in the Plan, each Participant consents to the holding and processing of personal data provided by such Participant to the Company, any Member of the CFG Group and any other persons or entities for all purposes relating to the operation of the Plan. These include, but are not limited to:

8.13.1

administering and maintaining Participants’ records;

8.13.2

providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

8.13.3

providing information to future purchasers of the Company or the business in which the Participant works; and

8.13.4

transferring information about the Participant to a country or territory outside the United States.

8.14

Amendment

8.14.1

Except as described in the rest of this rule ‎ 8.14, subject to (i) applicable law and the rules and regulations of the primary stock market or exchange on which the Shares are quoted or traded (if any) and (ii) the approval of the RBS Group Performance and Remuneration Committee of the Board of Directors, the Committee may at any time change the Plan in any way.

8.14.2

Except as described in rule ‎ 8.14.3, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:

(i)

the Participants;

(ii)

the limits on the number of Shares which may be issued under the Plan;

(iii)

the individual limit for each Participant under the Plan;

(iv)

the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalization issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

(v)

the terms of this rule ‎ 8.14.2 .

8.14.3

The Committee can change the Plan and need not obtain the approval of the Company in a general meeting for any minor changes:

(i)

to benefit the administration of the Plan;

(ii)

to comply with or take account of the provisions of, or changes to, any proposed or existing applicable law or rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded; or

(iii)

to obtain or maintain favorable tax, exchange control or regulatory treatment of the Company, any Member of the CFG Group or any present or future Participant.

8.15	Severability

By participating in the Plan, each Participant agrees and acknowledges that the restrictions contained in the Plan are reasonable and necessary to protect the business of each Member of the CFG Group (including, but not limited to, its confidential information, customer relations and goodwill and its employees) and that the benefits

each Participant receives under this Plan are sufficient compensation for these restrictions. Each of the obligations in the Plan is an entire, separate and independent restriction on each Participant, despite the fact that they may be contained in the same phrase and if any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. While the restrictions are considered to be fair and reasonable in the circumstances, each Participant agrees that if any of them should be judged to be void or ineffective for any reason, but would be treated as valid and effective if part of the wording was deleted or the period was reduced in scope, they shall apply with such modifications as necessary to make them valid and effective.

8.16	Effective Date and Termination

The Plan shall be effective as of the effective date of the Company’s underwritten initial public offering (the “ Effective Date ”) . The Committee may terminate the Plan at any time, and it will terminate on the date on which all Awards granted or issued under the Plan that are outstanding as of the closing of the Company’s underwritten initial public offering have been Vested, settled, delivered, forfeited, terminated, reduced or canceled or that have otherwise lapsed or expired, as applicable. The termination of the Plan will not affect existing Awards.

8.17	Section 409A of the Code

With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Certificate shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in the Plan, if the Committee considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code , any distribution that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Any payments to be made under this Plan upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Certificate is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.

8.18	Governing law and jurisdiction

The Plan and each Award Certificate shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof. Each Participant

waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with the Plan.

SCHEDULE A

This Schedule A modifies the Plan with respect to all Awards granted after June 25, 2012 and March 5, 2014, in each case as indicated below. To the extent section cross-references are modified or sections are renumbered as a result of the provisions included in this Schedule A, the Plan shall be read to give effect to the revised cross-references and section numbers, as applicable.

For All Awards granted after June 25, 2012

Section 5.2.3 is replaced with the following:

5.2.3

Vesting is delayed in respect of a Participant’s Award, or any part of it, if any of the following circumstances apply on the anticipated date of Vesting:

(i)

if the Participant is subject to any Disciplinary Action;

(ii)

if a matter which may otherwise involve or affect that Participant has been referred to the Committee for review under rule 4;

(iii)

if the Participant’s employment has terminated or is about to terminate in circumstances where it is not clear whether the Award should lapse under rule 6; or

(iv)

the Committee considers that it is necessary or appropriate to defer Vesting.

In these cases, Vesting will not occur unless and until the Committee determines that the Award should Vest, subject to compliance with Section 409A of the Code.

For All Awards granted after March 5, 2014

Section 1.1 is amended to include the following terms:

“ Approved Plan ” means any plan approved by HM Revenue & Customs under the Income Tax (Earnings and Pensions) Act 2003;

“ Clawback ” means the obligation to repay amounts to a Member of the CFG Group by an individual in accordance with rule 4 as the Committee considers appropriate;

“ Detrimental Activity ” means, as established to the satisfaction of the Committee, and without the prior written consent of the Company (which consent should not be unreasonably withheld):

(i)

using or communicating in a manner which is not authorized in writing by any Member of the CFG Group or the RBS Group or required by law, any secret, confidential or proprietary information which is not publicly available concerning any Member of the CFG Group or the RBS Group or their respective clients or customers;

(ii)

directly or indirectly persuading or attempting to persuade any employee of any Member of the CFG Group or the RBS Group to breach any of the terms of their employment with any Member of the CFG Group or the RBS Group;

A-1

(iii)

at any time on or during the 12 months after the Relevant Date, either on his own behalf or for or with any other person, whether directly or indirectly:

(1)

soliciting or inducing or endeavoring to solicit or induce to cease working for or providing services to any Member of the CFG Group or the RBS Group, any person with whom the Participant has had material dealings during the period of 2 years ending on the Relevant Date, including through any third party including recruitment intermediary, whether or not such person would thereby commit a breach of contract;

(2)

employing or otherwise engaging in any competitor any person with whom the Participant has had material dealings during the period of 2 years ending on the Relevant Date and who was during that period an employee of any Member of the CFG Group or the RBS Group;

(3)

enticing away, interfering with, soliciting or canvassing or endeavoring to entice away, interfere with, solicit or canvas the custom of any customer or client, or prospective customer or client, of any Member of the CFG Group or the RBS Group with whom the Participant had, at any time in the 2 years before the Relevant Date, business dealings, negotiations or discussions during the course of his duties;

(4)

having business dealings with any customer or client, or prospective customer or client, of any Member of the CFG Group or the RBS Group, or any business which has had a trading relationship with any Member of the CFG Group or the RBS Group, in relation to which business, by reason of the Participant’s dealings during the period of 2 years ending on the Relevant Date, the Participant is or may be able to influence the trading relationship between that business and any Member of the CFG Group or the RBS Group;

(5)

endeavoring to cause any person, firm, company, organization or other entity who or which is an investor with or an exclusive supplier of services to any Member of the CFG Group or the RBS Group, to either cease investing in or doing business with, or materially alter the terms of its investment in or business with, a Member of the CFG Group or the RBS Group in a manner detrimental to that company;

(iv)

engaging in any behavior which in the reasonable opinion of the Committee is deliberately prejudicial to the good name of any Member of the CFG Group or the RBS Group; or

(v)

leaving or resigning without notice (or with insufficient notice) without the permission of the person’s employing entity, or engaging in any activity which in the reasonable opinion of the Committee is not consistent with providing an orderly handover of the person’s responsibilities.

“ Malus ” means the reduction of elements of an individual’s remuneration in accordance with rule 4 as the Committee considers appropriate;

A-2

“ Relevant Date ” means the date of termination of employment of the Participant or, if earlier, the date on which the Participant commenced garden leave;

Section 4.1 is replaced with the following:

Malus and Clawback

4.1

General

4.1.1

The Committee may decide at any time before an Award Vests, or for such period after an Award Vests that the Committee determines is appropriate, that any Participant will be subject to Malus and/or Clawback in the light of:

(i)

the performance of the Company, any Member of the CFG Group, the RBS Group and any business area or team, and the conduct, capability or performance of the Participant; and/or

(ii)

any legal or regulatory requirement on the Company or any Member of the CFG Group or the RBS Group to apply Malus and/or Clawback in relation to the Company, any Member of the CFG Group, the RBS Group or any business area or team or the Participant; and/or

(iii)

non-compliance with any legal or regulatory requirement relating to the Company, any Member of the CFG Group, the RBS Group and any business area or team or the Participant; and/or

(iv)

any other matter which the Committee considers relevant.

4.1.2

To give effect to Malus and/or Clawback in respect of a Participant the Committee may take any action, including but not limited to:

(i)

reducing (if appropriate, to zero) the amount of any bonus which would otherwise be payable; and/or

(ii)

reducing (if appropriate, to zero):

(a)

the number or amount of Shares; and/or

(b)

the number or amount of any assets relating to any awards (which have been granted to the Participant under any other employee share plan or incentive plan (other than an Approved Plan) operated by any Member of the CFG Group); and/or

(c)

the extent to which any Award held by the Participant Vests or becomes exercisable; and/or

(d)

the extent to which any award granted to the Participant under any other employee share plan or incentive plan (other than any Approved Plan) operated by any Member of the CFG Group vests or becomes exercisable,

in each case notwithstanding the extent to which any conditions imposed on such Awards or awards may be or have been satisfied; and/or

A-3

(iii)

reducing (if appropriate, to zero) any amount otherwise payable under rule 5.4;

(iv)

requiring the Participant to pay or repay any amounts as may be required for the Malus or Clawback to be satisfied in full (which, without limitation, may be deducted from the Participant's salary or any other payment to be made to the Participant by any Member of the CFG Group).

4.1.3

Where Clawback is proposed to be operated, account will be taken of any tax or social security actually paid (or due to be paid) by the Participant in respect of the amount proposed to be subject to Clawback, unless and to the extent that the Participant can claim relief in respect of such tax or social security.

Section 4.2 is replaced with the following:

4.2

Reduction in Awards to give effect to provisions in other plans

The Committee may decide to take any of the actions described in rule 4.1.2 to give effect to a malus or clawback provision contained in any other employee share plan, incentive plan or bonus plan operated by any Member of the CFG Group. Such action will be taken in accordance with the terms of the relevant plan or, in the absence of any such terms, on such basis as the Committee decides is appropriate.

Section 4.3 is replaced with the following:

4.3

Compliance with legal or regulatory provisions

The Company can alter or extend the range of circumstances in which Malus and/or Clawback may be operated if required by any legal or regulatory provision, including, for the avoidance of doubt, under Section 10D of the Exchange Act.

Section 5 is amended to include the following:

5.1

General

An Award will not Vest if any legal or regulatory requirement on the Company or any Member of the CFG Group would make Vesting unlawful, impossible or, in the opinion of the Committee, inappropriate or impractical.

Section 6.2.1 is replaced with the following:

6.2.1

Subject to rule 6.4, unless otherwise provided in a Participant’s Award Certificate, if a Participant ceases to be an Employee of any Member of the CFG Group for any of the reasons set out below, his Award will Vest as described in rule ‎ 6.3 and lapse as to the balance. The reasons are:

(i)

ill-health, injury or disability, as established to the satisfaction of the Company;

(ii)

retirement with the agreement of the Participant’s employer;

(iii)

redundancy;

(iv)

the Participant’s employing company ceasing to be a Member of the CFG Group;

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(v)

the business in which the Participant works being transferred to a Person which is not a Member of the CFG Group; or

(vi)

any other reason, if and to the extent the Committee so decides in any particular case.

Section 6 is amended to include the following language:

6.4

If a Participant ceases to be an employee of any Member of the CFG Group due to any reason set out in rule 6.2.1 above, his Award will lapse if he engages in Detrimental Activity, except to the extent the Committee may determine otherwise.

The following language is added to the end of Section 6.6:

Any Participant who takes voluntary unpaid leave from employment with a Member of the CFG Group should be treated as having ceased employment on the date the leave commences. However, the Committee may decide that a Participant should be treated as having ceased employment on the date notice of intention to take leave is given by the Participant, or on such later date as may be considered appropriate.

Section 8.4.3 is replaced with the following:

8.4.3

Any arrangements in this rule ‎ 8.4 may include the sale or reduction in number of Shares or value of CFG Bonds comprised in an Award.

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CITIZENS FINANCIAL GROUP, INC.

CONVERTED EQUITY

2010 DEFERRAL PLAN

Table of Contents

Contents		Page
1	Meaning of words used	1
2	Operation of the Plan	6
3	Grant of Deferred Awards	7
4	Reduction of Deferred Award	10
5	Vesting of Deferred Awards	11
6	Leaving the CFG Group before Vesting	14
7	Corporate events	17
8	General Terms	18
Schedule A		A-1

Converted Equity 2010 Deferral Plan

Introduction

Under this Plan, Participants defer all or part of a cash bonus which might otherwise have been paid under any cash bonus plan operated by any Member of the CFG Group, in return for the grant of a Deferred Award under the Plan.

Further, Schedule A, annexed hereto, modifies certain provisions of the Plan with respect to awards granted after March 5, 2014 .

1	Meaning of words used

1.1	In these Rules:

1.1.1

“ Acquiring Company ” means a Person described in rule ‎‎ 1.1.7(i) ‎ or rule ‎ 1.1.7(iii)(B), or the corporation or entity described in rule ‎ 1.1.7(iii)(A), in each case other than any Member of the CFG Group, in connection with a Change of Control;

1.1.2

“ Award Date ” means the date on which a Deferred Award is granted under rule ‎ 3.2;

1.1.3

“ Bond Awards ” means an instrument evidencing an obligation to pay an amount in accordance with its terms, as granted in accordance with rule 3;

1.1.4

“ Bonus ” means a bonus which might otherwise become payable under any bonus plan or arrangement operated by any Member of the CFG Group;

1.1.5

“ Cause ” means the Participant’s misconduct, capability, or any reason entitling the Participant’s employer to summarily terminate the Employee’s employment;

1.1.6

“ CFG Bonds ” means debt issued or to be issued by any Member of the CFG Group;

1.1.7

“ Change of Control ” means the occurrence of any one or more of the following events, except as otherwise provided in a Participant’s Deferred Award Certificate:

(i)

(ii)

(iii)

the consummation of (A) a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation which would

result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer to any Person of assets of the Company, in one transaction or a series of related transactions, having an aggregate fair market value of more than 50% of the fair market value of the Company and its subsidiaries (the “ Company Value ”) immediately prior to such transaction(s), but only to the extent that, in connection with such transaction(s) or within a reasonable period thereafter, the Company’s shareholders receive distributions of cash and/or assets having a fair market value that is greater than 50% of the Company Value immediately prior to such transaction(s).

Notwithstanding the foregoing or any provision of any Deferred Award Certificate to the contrary, for any Deferred Award that provides for accelerated distribution on a Change of Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change of Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change of Control but instead shall vest as of the date of such Change of Control and shall be paid on the scheduled payment date specified in the applicable Deferred Award Certificate, except to the extent that earlier distribution would not result in the Participant who holds such Deferred Award incurring interest or additional tax under Section 409A of the Code.

1.1.8

1.1.9

1.1.10

“ Company ” means Citizens Financial Group, Inc. and any and all successor entities;

1.1.11

“ Competitive Activity ” means, as determined in the Committee’s sole discretion, engaging in any activity, accepting an offer of employment with, being employed by, participating in or otherwise being interested in any business with a competitor;

1.1.12

“ Conditional Cash ” means a conditional right to be paid a cash amount granted in accordance with rule 3;

1.1.13

“ Conditional Securities ” means a conditional right to acquire securities other than Shares, granted in accordance with rule 3;

1.1.14

“ Conditional Shares ” means a conditional right to acquire Shares granted in accordance with rule 3;

1.1.15

“ Conditional CFG Bonds ” means a conditional right to acquire CFG Bonds granted in accordance with rule 3;

1.1.16

1.1.17

“ Deferred Award ” means Conditional Shares, Forfeitable Shares, Conditional Cash, Bond Awards, Conditional Securities, Phantom Conditional Securities, Phantom Options, Conditional CFG Bonds, or Options;

1.1.18

“ Deferred Award Certificate ” means any agreement, contract, deed, certificate or other instrument or document evidencing any Deferred Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant;

1.1.19

“ Detrimental Activity ” means, as established to the satisfaction of the Committee, and without the prior written consent of the Company (which consent should not be unreasonably withheld):

(i)

using or communicating in a manner which is not authorised in writing by any Member of the CFG Group or the RBS Group or required by law, any secret, confidential or proprietary information which is not publicly available concerning any Member of the CFG Group or the RBS Group or their respective clients or customers;

(ii)

(iii)

at any time on or during the 12 months after the Relevant Date, either on the Participant’s own behalf or for or with any other person, whether directly or indirectly:

(1)

soliciting or inducing or endeavouring to solicit or induce to cease working for or providing services to any Member of the CFG Group or the RBS Group, any person with whom the Participant has had material dealings during the period of 2 years ending on the Relevant Date, including through any third party including recruitment intermediary, whether or not such person would thereby commit a breach of contract;

(2)

(3)

enticing away, interfering with, soliciting or canvassing or endeavouring to entice away, interfere with, solicit or canvas the

custom of any customer or client, or prospective customer or client, of any Member of the CFG Group or the RBS Group with whom the Participant had, at any time in the 2 years before the Relevant Date, business dealings, negotiations or discussions during the course of his duties;

(4)

(5)

endeavoring to cause any person, firm, company, organization or other entity who or which is an investor with or an exclusive supplier of services to any Member of the CFG Group or the RBS Group, to either cease investing in or doing business with, or materially alter the terms of its investment in or business with, any Member of the CFG Group or the RBS Group, as applicable, in a manner detrimental to that company;

(iv)

engaging in any behavior which in the reasonable opinion of the Committee is deliberately prejudicial to the good name of any Member of the CFG Group or the RBS Group; or

(v)

1.1.20

“ Disciplinary Action ” for the purpose of rule ‎ 5.1, means any inquiry or investigation by any Member of the CFG Group into the conduct, capability or performance of a Participant that may potentially lead to disciplinary action being taken against that Participant, and/or any disciplinary procedure (whether in accordance with any relevant contractual obligation, policy or otherwise) that has been commenced by any Member of the CFG Group against a Participant;

1.1.21

“ Employee ” means any person who is an employee (whether full-time or part-time), including an executive director, of any Member of the CFG Group or who was an employee at any time from January 1 of the calendar year before the Award Date until the Award Date;

1.1.22

1.1.23

“ Expiry Date ” means the date on which all Bonus Awards and/or Deferred Awards granted or issued under the Plan that are outstanding as of the closing of the

Company’s underwritten initial public offering have been Vested, settled, delivered, forfeited, terminated, reduced or canceled or that have otherwise lapsed or expired, as applicable;

1.1.24

“ Forfeitable Shares ” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement and granted in accordance with rule 3;

1.1.25

“ Forfeitable Share Agreement ” means the agreement referred to in rule ‎ 3.6.2;

1.1.26

“ Member of the CFG Group ” means:

(i)

the Company and its Subsidiaries from time to time; and

(ii)

any other company which the Committee determines should be treated as a Member of the CFG Group;

1.1.27

“ Option ” means a right to acquire Shares or other instruments or securities, granted in accordance with rule 3, and exercisable between Vesting and the Option Expiry Date;

1.1.28

“ Option Expiry Date ” in relation to an Option, means the date on which an Option lapses and ceases to be exercisable, being the fifth anniversary of the Award Date, or such other date as may be specified under rule 3;

1.1.29

“ Participant ” means a person who has received a Deferred Award under rule 3 or, following the death of a Participant, his personal representatives;

1.1.30

“ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, and used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof;

1.1.31

“ Phantom Conditional Securities ” means a right to be paid a cash amount representing the value of notional Conditional Securities, granted in accordance with rule 3;

1.1.32

“ Phantom Option ” means a right to be paid a cash amount representing the value of notional Shares, granted in accordance with rule 3;

1.1.33

“ Plan ” means this plan (including Schedule A) known as the “CFG Converted Equity 2010 Deferral Plan”, as amended from time to time;

1.1.34

“ Relevant Date ” means the date of termination of employment of the Participant or, if earlier, the date on which the Participant commenced garden leave;

1.1.35

“ RBS Group ” means The Royal Bank of Scotland Group plc and its subsidiaries (within the meaning of Section 1159 of the Companies Act 2006), other than any Member of the CFG Group;

1.1.36

“ Retention Period ” means a period of time commencing on the date of Vesting and ending on the date specified under rule ‎ 3.2.10 in respect of a Deferred Award as described in rule ‎ 5.8;

1.1.37

“ Shares ” means shares of the Company’s common stock, $0.01 par value per Share;

1.1.38

1.1.39

“ Vesting ”, “ Vest ” and “ Vested ”, in relation to:

(i)

Conditional Shares, Conditional Securities and Conditional CFG Bonds, means a Participant becoming entitled to have the Shares, other securities or CFG Bonds transferred to him subject to the Plan;

(ii)

Forfeitable Shares, means the restrictions in the Forfeitable Share Agreement ceasing to have effect as described in rule ‎ 3.6.2(i);

(iii)

Conditional Cash, Bond Awards and Phantom Conditional Securities, means a Participant becoming entitled to payment of the amount due in accordance with the Plan; and

(iv)

an Option and a Phantom Option, means a Participant becoming entitled to exercise the Option or Phantom Option

without prejudice in all cases to the application of any restriction described in rule ‎ 5.8 (Retention Period) or any other condition imposed under rule ‎ 3.3.

2	Operation of the Plan

2.1	Timing of Operation

The Committee may operate the Plan at any time after its adoption and before its termination. Deferred Awards may only be granted within 42 days starting on any of the following:

2.1.1

the date of shareholder approval;

2.1.2

the day after the announcement of the Company’s results for any period;

2.1.3

any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Deferred Awards;

2.1.4

the day an Employee joins any Member of the CFG Group, where the Deferred Awards are granted as a replacement for an incentive that would otherwise have been provided by the Employee’s previous employer;

2.1.5

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

2.1.6

the lifting of Dealing Restrictions which prevented the granting of Deferred Awards during any period specified above.

2.2	Selection of Participants

In relation to any operation of the Plan the Committee may select any Employee to participate in the Plan. However, a selected Employee who ceases to be an Employee before the Award Date in circumstances described in rule ‎ 6.2 will not receive a Deferred Award.

2.3	No Payment

A Participant is not required to pay for the grant of any Deferred Award.

2.4	No Grants of New Awards

No new Deferred Awards shall be granted under the Plan following the closing of the Company’s underwritten initial public offering (other than, for the avoidance of doubt, Deferred Awards received upon the conversion of awards granted to Employees of Members of the CFG Group by the RBS Group).

3	Grant of Deferred Awards

3.1	Determination of Deferred Awards

The Committee will, as soon as practicable following the end of a financial year in which the Plan is operated, determine, in respect of each selected Employee:

3.1.1

the proportion, if any, of the Bonus which will be subject to mandatory deferral under the Deferral Plan in return for the grant of a Deferred Award;

3.1.2

the form which the Deferred Award will take (Conditional Shares, Forfeitable Shares, Conditional CFG Bonds, Conditional Securities, Conditional Cash, Bond Awards, Phantom Options, Phantom Conditional Securities or an Option); and

3.1.3

the method of converting the amount of the Bonus into the subject matter of the Deferred Award.

3.2	Terms of Deferred Awards

Deferred Awards must be granted in the form of a Deferred Award Certificate. The terms of each Deferred Award must be specified in the Deferred Award Certificate and must include:

3.2.1

the Award Date;

3.2.2

the form of the Deferred Award;

3.2.3

the number of Shares, securities or notional securities and/or the amount of Conditional Cash, Bond Awards or CFG Bonds subject to the Deferred Award, in accordance with rule ‎ 3.4 or ‎ 3.6.1, as appropriate, and the amount of Bonus this represents;

3.2.4

the date or dates of Vesting for the Deferred Award, or any part of the Deferred Award, which for the avoidance of doubt may, if the Committee so determines, be the same as the Award Date;

3.2.5

in the case of an Option or a Phantom Option, the Option Expiry Date;

3.2.6

where relevant, the currency in which the Deferred Award is made and the basis for determining the rate of exchange to be used in converting the amount of the Deferred Award to that currency;

3.2.7

the portion of the Deferred Award, if any, to which rule ‎ 4 applies;

3.2.8

whether the Participant is entitled to receive a dividend equivalent under rule ‎ 5.2.5;

3.2.9

whether the Participant is entitled to receive notional interest under rule ‎ 5.4 and, if appropriate, the basis for determining the calculation of the notional interest; and

3.2.10

if a Retention Period applies, the date on which it ends.

3.3	Other terms of Deferred Awards

When granting Deferred Awards, the Committee may impose conditions. Those conditions must be set out in the Deferred Award Certificate and may be amended or waived by the Committee at any time in its discretion.

3.4	Deferred Award Certificate

Each Participant will receive a Deferred Award Certificate setting out the terms of the Deferred Award. This may be the Deferred Award Certificate referred to in rule ‎ 3.2 or any other document and it may be sent by e-mail or any other electronic means.

3.5	Deferred Awards – Shares and other securities

3.5.1

The number of Shares or other securities subject to an award (including an award structured as an Option or a Phantom Option) of Conditional Shares, Conditional Securities or Phantom Conditional Securities, is equal to the amount of Bonus subject to mandatory deferral under rule ‎ 3.1.1, on a gross basis before any taxation and social security contributions are withheld under rule ‎ 8.3, calculated as determined under rule ‎ 3.1.3.

3.5.2

A Participant shall not be entitled to receive dividends or to have any other rights of a shareholder in respect of Shares or other securities subject to such an award or Option unless and until the Shares or other securities are transferred to the Participant.

3.5.3

A Participant shall not in any circumstances be entitled to receive dividends or have any rights of a shareholder in respect of securities under an award of Phantom Conditional Securities or a Phantom Option .

3.5.4

If an award of Conditional Shares, Conditional Securities or Phantom Conditional Securities, or an Option, or a Phantom Option, lapses under the Plan, it cannot Vest and a Participant has no rights in respect of it.

3.6	Forfeitable Shares

3.6.1

On or as soon as practicable after the grant of an award of Forfeitable Shares the Committee will procure that the amount of Bonus subject to mandatory deferral under rule ‎ 3.1.1, on a net basis after any taxation and social security contributions are withheld under rule ‎ 8.3, is applied in the purchase or subscription of Shares at the price determined under rule ‎ 3.1.3. The Shares will then be transferred to a nominee to be held for the benefit of the Participant under the terms of the Plan.

3.6.2

Where the Deferred Award is in the form of Forfeitable Shares, the Participant must:

(i)

enter into an agreement with the Company, that to the extent the Deferred Award lapses under the Plan, the Shares are forfeited and his interest in the Shares will be immediately transferred, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Company;

(ii)

enter into any elections required by the Committee, including elections under Section 83(b) of the Code, and elections to transfer any liability, or agreements to pay, social security contributions; and

(iii)

sign any documentation, including a power of attorney or blank stock transfer form, requested by the Committee.

3.6.3

Except to the extent specified in the Forfeitable Share Agreement a Participant will be entitled to vote, to receive dividends and to have all other rights of a shareholder in respect of Forfeitable Shares until the Award lapses.

3.6.4

On the lapse of an Award of Forfeitable Shares, a Participant must transfer his interest in the Shares in accordance with the Forfeitable Share Agreement.

3.7	Deferred Awards - Conditional Bonds etc.

3.7.1

The number or value of CFG Bonds subject to an award (including an award structured as an Option or a Phantom Option) of Conditional CFG Bonds and the amount payable under an award of Conditional Cash or Bond Awards is determined under rule ‎ 3.1.3.

3.7.2

A Participant shall not be entitled to receive interest or to have any other rights of a bondholder in respect of CFG Bonds subject to an award or Option over Conditional CFG Bonds unless and until the CFG Bonds are transferred to the Participant.

3.7.3

If an award (including an award structured as an Option or a Phantom Option) of Conditional CFG Bonds, Conditional Cash or Bond Awards lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.

3.8	Individual limit

A Deferred Award must not be granted to an Employee if it would, at the proposed Award Date, cause the market value of Shares subject to Deferred Awards that he has been granted in that financial year under the Plan to exceed the value of his Bonus or, where the Deferred Awards are granted as a replacement for an incentive that would otherwise have been provided by the Employee’s previous employer, the value of that incentive.

3.9	Plan limits

Subject to adjustment as provided in rule 7, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 1 Shares. Where the right to acquire Shares is released or lapses or is satisfied in cash or CFG Bonds, in whole or

1 This number to equal the number of Shares underlying converted deferred awards at the time of the IPO.

in part, the Shares concerned will become available for grant under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan, as amended from time to time.

For the purposes of this rule ‎ 3.9, if the Committee determines that the number of Shares subject to a Deferred Award will be reduced by a sufficient number of Shares as may be necessary to discharge any liability under rule ‎ 8.3.1, the number of Shares committed to be issued under that Deferred Award will be based on the net number of Shares to be transferred on Vesting, calculated by reference to applicable tax rates on the date of the Committee’s determination.

To the extent required by applicable law, Shares transferred from treasury will be counted as part of the ordinary share capital of the Company, and as Shares issued by the Company.

3.10	Compliance with Applicable Law and Exchange Listing Rules

4	Reduction of Deferred Award

4.1	Review of Deferred Awards

To the extent this rule ‎ 4 applies to a Deferred Award, the Committee may review Deferred Awards, or any individual Deferred Award, in the light of the performance of any Member of the CFG Group or the RBS Group and any business area or team, and the conduct, capability or performance of the Participant. The review may take place at any time determined by the Committee. In addition, the Committee may make any determination and take any action under this rule 4 in accordance with applicable law, including Section 10D of the Exchange Act.

4.2	Focus of Review

In carrying out a review, the Committee will consider:

4.2.1

in respect of the financial year in relation to which the Deferred Award was made:

(i)

whether the results announced for that financial year have subsequently appeared materially inaccurate or misleading;

(ii)

whether a business unit or profit center in which the Participant worked has subsequently made a loss out of business written in that year or from circumstances that could reasonably have been risk-managed in that year; and/or

(iii)

any other matter which appears relevant, and

4.2.2

the conduct, capability or performance of a Participant, and the performance of any team, business area or profit center, if the Committee deems that the circumstances warrant a review.

4.3	Reduction of Deferred Award

Following a review under rule ‎ 4.1, the Committee may make any determination in respect of any part of a Deferred Award that has not Vested, including for example:

4.3.1

reduce the number of Shares or other securities and/or the amount or value of CFG Bonds, Conditional Cash or Bond Awards subject to a Deferred Award;

4.3.2

determine that a Deferred Award will not Vest or will only Vest in part; and

4.3.3

determine that no amount, or a reduced amount, will be paid in respect of any dividend equivalent or notional interest.

5	Vesting of Deferred Awards

5.1	Timing of Vesting

Subject to rules ‎ 5.5.3, ‎ 6.3 and ‎ 7 a Deferred Award Vests on the date of Vesting specified at grant, or if on that date a Dealing Restriction applies to a Participant and the Committee so determines, it Vests in respect of that Participant on the first date on which the Dealing Restriction ceases to apply, but in no case will Vesting be delayed later than December 31 of the year in which Vesting would have occurred if not for such Dealing Restriction. However, Vesting is delayed in respect of a Participant’s Deferred Award, or any part of it, if any of the following circumstances apply on the anticipated date of Vesting:

5.1.1

if the Participant is subject to any Disciplinary Action;

5.1.2

if the Participant’s employment has terminated or is about to terminate in circumstances where it is not clear whether the Deferred Award should lapse under rule ‎ 6;

5.1.3

if a matter which may otherwise involve or affect that Participant has been referred to the Committee for review under rule ‎ 4; or

5.1.4

the Committee considers that it is necessary or appropriate to defer Vesting.

In these cases, Vesting will not occur unless and until the Committee determines that the Deferred Award should Vest. The Committee’s determination must be made before December 1 of the calendar year in which the date originally set for Vesting falls and any Shares or CFG Bonds that the Committee determines will Vest in accordance with this rule ‎ 5.1 shall be transferred to the Participant by December 31 of the calendar year in which the date originally set for Vesting falls. Any Deferred Award not transferred to the Participant by December 31 of the calendar year in which the date originally set for Vesting falls shall lapse .

5.2	Consequences of Vesting

Subject to any condition imposed under rule ‎ 3.3, the consequences of Vesting of a Deferred Award are as follows:

5.2.1

In relation to an award of Conditional Shares, Conditional Securities or Phantom Conditional Securities, as soon as practicable after Vesting (but in no event later than December 31 of the year in which Vesting occurs), the Participant will receive the

number of Shares or securities (or value in cash) in respect of which it has Vested, unless the Committee determines that this is reduced by a sufficient number of Shares or securities (or value in cash) as may be necessary to discharge any liability under rule ‎ 8.3.1 .

5.2.2

In relation to an award of Forfeitable Shares, to the extent it has Vested, the restrictions referred to in rule ‎ 3.6.2 and contained in the Forfeitable Shares Agreement between the Participant and the Company will cease to have effect. Any liability to taxation or social security contributions or other applicable taxes in respect of Deferred Awards will be dealt with in accordance with rule ‎ 8.3.

5.2.3

In relation to an award of Conditional CFG Bonds, as soon as practicable after Vesting (but in no event later than December 31 of the year in which Vesting occurs), the Participant will receive the number or value of CFG Bonds in respect of which it has Vested, including in relation to any notional interest under rule ‎ 5.4. CFG Bonds may be sold on the Participant’s behalf, either pursuant to rule ‎ 8.3 or in other circumstances which the Committee considers appropriate.

5.2.4

In relation to an award of Conditional Cash, Bond Awards, and Phantom Conditional Securities, the amount of cash payable in accordance with the terms of the award will be paid to the Participant in the next practicable payroll (but in no event later than December 31 of the year in which Vesting occurs), subject to deduction of tax under rule ‎ 8.3.

5.2.5

In relation to an Option or a Phantom Option, the provisions of this rule apply at the time of exercise in the same way as they would apply to an award that is not an Option or a Phantom Option at the time of Vesting.

5.3	Dividend equivalent

This rule applies if:

5.3.1

an award of Conditional Shares includes the right to receive an amount (known as a “dividend equivalent”) equal in value to the dividends which were payable on the number of Vested Shares during the period between the Award Date and the Vesting date. The right to a dividend equivalent may be granted under rule ‎ 3.2.8 at the time of grant, or by the Committee at any later time in its discretion. The dividend equivalent may be paid in cash or Shares (as determined from time to time by the Committee). Dividend equivalents will be paid to the Participant as soon as practicable after Vesting (but in no event later than December 31 of the year in which Vesting occurs), subject to rule ‎ 8.3;

5.3.2

an award of Conditional Securities includes the right to receive an amount (known as a “dividend equivalent”) equal in value to the dividends or other income payable on the Vested securities during the period between the Award Date and the Vesting date. The right to a dividend equivalent may be granted under rule ‎ 3.2.8 at the time of grant, or by the Committee at any later time in its discretion and may relate to all or some only of the Vested securities. Dividend equivalents will be paid to the Participant as soon as practicable after Vesting (but in no event later than December 31 of the year in which Vesting occurs), subject to rule ‎ 8.3; and

5.3.3

an Option over Shares or other securities includes the right to receive an amount (known as a “dividend equivalent”) equal in value to the dividends or other income payable on the Vested Shares or other Vested securities during the period between the Award Date and the Vesting date. The right to a dividend equivalent may be granted under rule ‎ 3.2.8 at the time of grant, or by the Committee at any later time in its discretion and in the case of other securities, may relate to all or some only of the Vested securities. The dividend equivalent may be paid in cash or Shares (as determined from time to time by the Committee). Dividend equivalents will be paid to the Participant as soon as practicable after Vesting (but in no event later than December 31 of the year in which Vesting occurs), subject to rule ‎ 8.3.

5.4	Notional interest

5.4.1

An award of Conditional CFG Bonds may include the right to receive additional CFG Bonds on Vesting of the Conditional CFG Bonds to which they relate. The value of the additional CFG Bonds will be equal to interest on the value of the CFG Bonds in respect of which the related Conditional CFG Bonds have Vested, calculated at such rate or rates as the Committee may determine from time to time.

5.4.2

An award of Conditional Cash or Bond Awards may include the right to receive an additional amount on Vesting, equal to interest on the amount payable on Vesting, calculated at such rate or rates as the Committee may determine from time to time.

5.5	Cash, Share or CFG Bond alternative

On Vesting, the Committee may decide:

5.5.1

in respect of an award of Conditional Shares, to satisfy the portion which Vests by paying an equivalent amount in cash or by transferring an equivalent value in CFG Bonds (subject to rule ‎ 8.3); or

5.5.2

in respect of an award of Conditional CFG Bonds, to satisfy the portion which Vests by paying an equivalent amount in cash or by issuing or transferring an equivalent value in Shares (subject to rule ‎ 8.3); or

5.5.3

in respect of an Option over Shares or CFG Bonds, to satisfy the exercise by paying an equivalent amount in cash (subject to rule ‎ 8.3).

5.6	No double-dipping

5.6.1

It is intended that any Deferred Award is in substitution for, and not in addition to, any Bonus for the financial year in respect of which the Deferred Award was made.

5.6.2

In the event any Participant files any claim or demand in any court or tribunal of competent jurisdiction for a determination that the Participant was or is entitled, in addition to or in substitution for any Deferred Award, to be paid any Bonus (including, without limitation, a cash bonus) or any amount in lieu of any Bonus in respect of the financial year to which the Deferred Award relates, then to the extent the Deferred Award may not be Vested at the time the claim or demand is filed, the Vesting of that Deferred Award will be delayed, unless and to the extent that the Committee

determines otherwise, until the court or tribunal makes its determination, whereupon rule ‎ 5.6.3 will apply.

5.6.3

In the event any court or tribunal of competent jurisdiction determines that the Participant was or is entitled, in addition to or in substitution for any Deferred Award, to be paid any Bonus (including, without limitation, a cash bonus) or any amount in lieu of any Bonus in respect of the financial year to which the Deferred Award relates, then that Deferred Award will, unless and to the extent that the Committee determines otherwise, no longer be capable of Vesting and, to the extent that it has already Vested, it will be forfeited and any amount received by the Participant, whether in cash and/or Shares and/or CFG Bonds (or their value) must be repaid or returned to the Company.

5.6.4

No Deferred Award that Vests under rule ‎ 5.5.3 shall Vest prior to the date originally set for Vesting except to the extent such early Vesting and payment is in accordance with Treasury Regulation Section 1.409A-3(j)(4)(xiv). Any delayed Vesting under rule ‎ 5.5.3 shall be only as in accordance with Treasury Regulation Section 1.409A-3(g) .

5.7	Income tax before Vesting

If a Participant is liable for income tax in relation to a Deferred Award before it Vests, the liability may be discharged by the Participant’s employer (by making a payment to the relevant taxing authorities or to the Participant personally), provided the value of the Deferred Award is reduced by a corresponding amount or, in respect of an award of Forfeitable Shares, Shares to the value of that liability are transferred and/or sold as the Committee may direct.

5.8	Retention Period

If a Retention Period applies to a Deferred Award, the Participant must not dispose of the Shares or other assets which are acquired on the Vesting of the Deferred Award until the end of the Retention Period, except so far as is necessary to discharge any tax liability arising on the Vesting, in accordance with rule ‎ 8.3.

6	Leaving the CFG Group before Vesting

6.1	General rule on leaving employment

6.1.1

If a Participant ceases to be an employee of any Member of the CFG Group, unless otherwise provided in a Participant’s Deferred Award Certificate, a Deferred Award which has not Vested will not lapse but will Vest on the date or dates originally set for Vesting, subject to:

(i)

any reduction which may be applied under rule ‎ 4;

(ii)

rule ‎ 5.1 (timing of Vesting);

(iii)

rule ‎ 5.5.3 (no double-dipping);

(iv)

rule ‎ 6.2 (termination for Cause);

(v)

rule ‎ 6.3 (death);

(vi)

rule ‎ 6.3.3 (Competitive Activity and Detrimental Activity);

(vii)

any determination which the Committee may make under rule ‎ 7 (corporate events); and

(viii)

any other conditions or restrictions which the Committee may consider appropriate; however, no conditions or restrictions under this rule ‎ 6.1.1 shall affect the timing of Vesting or payment as set forth in the Plan to the extent it would cause the Plan to fail to meet the requirements of Section 409A of the Code.

6.2	Termination for Cause

6.2.1

If a Participant ceases to be an employee of any Member of the CFG Group due to termination for Cause, or if the Participant resigns in circumstances which would entitle his employer to summarily terminate his employment, unless otherwise provided in the Participant’s Deferred Award Certificate, then subject to rule ‎ 6.2.2 his Deferred Award will lapse on the date the Participant ceases to be an employee of any Member of the CFG Group.

6.2.2

If a Participant receives notice that his employment with any Member of the CFG Group will be terminated for Cause, the Committee may decide that a Deferred Award which has not Vested will lapse on the date on which the Participant receives such notice of termination (whether or not such termination is lawful).

6.2.3

Any reference in this rule ‎ 6.2 to a termination for Cause shall include a termination where either (a) the primary reason or (b) any significant reason for the termination is Cause in the honest and reasonable opinion of the Participant’s employer.

6.3

Death

If a Participant dies, unless otherwise provided in the Participant’s Deferred Award Certificate, his Deferred Award will not lapse and the consequences will be as set out in rule ‎ 6.3.1 or ‎ 6.3.2 or ‎ 6.3.3 below, as appropriate:

6.3.1

An award of Conditional Shares, Conditional CFG Bonds, Conditional Securities, or Phantom Conditional Securities will be satisfied by paying a cash amount equivalent to their value on the date of death to the Participant’s personal representatives as soon as practicable after production of a valid grant of probate (or local equivalent subject to the satisfaction of the Committee) (but in no event later than the later of December 31 of the year of the Participant’s death or the 15th day of the third calendar month following the Participant’s death). The date of the Participant’s death will be treated as the Vesting of the award for the purposes of these rules .

6.3.2

In relation to an award of Forfeitable Shares, the restrictions referred to in rule 3.6.2 and contained in the Forfeitable Shares Agreement between the Participant and the Company will cease to have effect on the date of death. The Shares comprised in the award of Forfeitable Shares will be transferred to the Participant’s personal representatives as soon as practicable after production of a valid grant of probate (or local equivalent subject to the satisfaction of the Committee).

6.3.3

An award structured as an Option or a Phantom Option will become exercisable after production of a valid grant of probate (or local equivalent subject to satisfaction of the Committee), but in no event later than the later of December 31 of the year of the Participant’s death or the 15 th day of the third calendar month following the Participant’s death, and may be exercised by the Participant’s personal representatives within three months after becoming exercisable, and will lapse if not exercised within 18 months after the date of death. On exercise, the Option or Phantom Option will be satisfied by paying a cash amount equivalent to the market value of the relevant Shares, CFG Bonds or securities on the date of exercise less the exercise price, if any. The date of the Participant’s death will be treated as the date of Vesting of the award for the purposes of these rules.

6.4	Competitive Activity and Detrimental Activity

6.4.1

If a Participant voluntarily ceases to be an employee of any Member of the CFG Group, any portion of his Deferred Award which has not Vested will lapse if he engages in Competitive Activity or Detrimental Activity, except to the extent the Committee may determine otherwise.

6.4.2

If a Participant ceases to be an employee of any Member of the CFG Group due to redundancy, as determined by the Committee, any portion of his Deferred Award which has not Vested will lapse if he engages in Detrimental Activity, except to the extent the Committee may determine otherwise.

6.4.3

If requested, the Participant must certify that he has not engaged in Competitive Activity and/or Detrimental Activity, as appropriate, by the date or dates specified by the Committee. If the Participant does not certify this by the specified date, any portion of his Deferred Award which has not Vested will lapse on that date, except to the extent the Committee may determine otherwise.

6.4.4

This rule applies to an award structured as an Option or a Phantom Option which has Vested but has not been exercised, in the same way as it applies to a Deferred Award which has not Vested.

6.5	Meaning of “ceasing to be an employee”

6.5.1

For the purposes of this rule ‎ 6, a Participant will not be treated as ceasing to be an employee of a Member of the CFG Group until he ceases to be an employee of all Members of the CFG Group, or if he recommences employment with any Member of the CFG Group within 7 days of so ceasing. However, the Committee may decide that a Participant’s employment should be treated as ceasing on the date he gives or receives notice of termination of employment, whether or not such termination is lawful. A Participant who takes voluntary unpaid leave from employment with any Member of the CFG Group shall be treated as having ceased employment on the date the leave commences. However, the Committee may decide that a Participant should be treated as having ceased employment on the date notice of intention to take leave is given by the Participant, or on such later date as may be considered appropriate .

6.5.2

For the avoidance of doubt, rule ‎ 6.1 and ‎ 6.2 do not apply to a Participant whose employment had already terminated before the Award Date.

7	Corporate events

7.1	Rights issues, demergers and other corporate events

7.1.1

If the Committee becomes aware that the Company is or is expected to be affected by any variation in share capital, demerger, distribution (other than an ordinary dividend), Change of Control, delisting or other transaction which, in the opinion of the Committee could affect the current or future value of Shares or CFG Bonds, Deferred Awards are not affected unless and to the extent that the Committee determines to:

(i)

cause Deferred Awards to lapse;

(ii)

require Deferred Awards to be exchanged under rule ‎ 7.3;

(iii)

adjust the number of Shares comprised in an award of Conditional Shares, and such other terms of the Conditional Shares as appear appropriate, but only in accordance with Treasury Regulations Section 1.409A-1(b)(5)(v)(D); and/or

(iv)

take any other appropriate action, subject to Section 409A of the Code (which may include, for the avoidance of doubt, allowing Deferred Awards to be exchanged for new awards on equivalent terms (so far as practicable)) .

7.1.2

Subject to the Forfeitable Share Agreement, a Participant will have the same rights as any other shareholders in respect of Forfeitable Shares where there is a variation or other event of the sort described in rule ‎ 7.1.1. Any shares, securities or rights allotted to a Participant as a result of such an event, other than a Change of Control, will be:

(i)

treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and

(ii)

subject to the rules of the Plan and the terms of the Forfeitable Share Agreement.

7.2

Committee

If this rule applies on a Change of Control (except in relation to an exchange under rule ‎ 7.3), “ Committee ” means Committee as constituted immediately before the Change of Control, and includes those people who were authorized at that time.

7.3	Exchange of Deferred Awards

7.3.1

Where the Committee determines that an award of Conditional Shares or Option to acquire Shares is to be exchanged for a new award, the terms of the new award will:

(i)

confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

(ii)

be subject to terms which are and have a value which is equivalent, as far as practicable, to the existing award of Conditional Shares or Option;

(iii)

be treated as having been acquired at the same time as the existing award of Conditional Shares or Option and, subject to paragraph ‎ (iv) below, Vests in the same manner and at the same time;

(iv)

be in respect of a number of shares which is equivalent to the number of Shares comprised in the existing award of Conditional Shares or Option which would have Vested under rule ‎ 7.1.1(i); and

(v)

7.3.2

Where the Committee determines that an award of Forfeitable Shares is to be exchanged for a new award, the Participant may be required to exchange some or all of his Forfeitable Shares for other securities or to sell them and use the proceeds to buy other securities on such terms as the Committee may determine and these rules will apply to those other securities as if they were Forfeitable Shares.

7.3.3

Where rules ‎ 7.1.1(ii) and ‎ 7.3.1 apply, any exchange of Deferred Awards shall be in accordance with Treasury Regulations Section 1.409A-1(b)(5)(v)(D) to the extent necessary to maintain compliance with Section 409A of the Code.

8	General Terms

8.1	Transfer of Deferred Awards

A Participant may not transfer, assign or otherwise dispose of a Deferred Award or any rights in respect of it. This rule ‎ 8.1 does not apply to the transmission of a Deferred Award on the death of a Participant to his personal representatives.

8.2	Company documents

The Company is not required to send to any Participant holding an award of Conditional Shares or an Option to acquire Shares and/or Conditional CFG Bonds a copy of any documents which the Company is required to send to its shareholders or bondholders.

8.3	Withholding

8.3.1

8.3.2

8.3.3

Subject to rule ‎ 5.2.1, any arrangements in this rule ‎ 8.3 may include the sale or reduction in number of Shares or other securities, or the amount or value of CFG Bonds comprised in a Deferred Award.

8.3.4

Without limiting the generality of this rule ‎ 8.3, to the extent any taxes (e.g., Federal Insurance Contributions Act (FICA) taxes) are due with respect to a Deferred Award in any year(s) prior to the year(s) of Vesting, the Company may, to the extent permitted by applicable law, in its discretion withhold any or all of the amount due in respect of such taxes (i) from any compensation (including salary; bonus and other incentive awards; or special payments) otherwise payable to the Participant during such year or (ii) by reducing the amount of any deferred award by the amount of any such taxes.

8.4	Discretionary nature of the Plan

8.4.1

Nothing in this Plan or the operation of the Plan will form part of the contract of employment or other relationship with any Member of the CFG Group of any Employee, Participant or any other person. The fact that one or more Deferred Awards have been made to an Employee does not create any right to, or expectation of, continued employment.

8.4.2

8.4.3

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favor.

8.4.4

No Employee will have any right to compensation or damages or any other sum or benefit in respect of the Plan, including, without limitation, in relation to:

(i)

his eligibility to participate, or ceasing to be eligible to participate, or ceasing to participate in the Plan;

(ii)

any exercise of a discretion or a decision taken in relation to the Plan or the Plan’s operation (whether or not this disadvantages the Employee concerned);

(iii)

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship); and

(iv)

any tax liability or any other fiscal detriment suffered in relation to the reduction or forfeiture of a Deferred Award.

8.4.5

Participation in the Plan is permitted only on the basis that any rights that are not expressly set out in this Plan are excluded. Each Participant will be required to waive any such excluded rights in consideration for, and as a condition to, participating in the Plan.

8.4.6

8.4.7

8.5	Committee’s decisions final and binding

The decision of the Committee in connection with any interpretation of the rules of the Plan or in any dispute relating to any matter relating to the Plan will be final and conclusive.

8.6	Regulations

The Committee has power from time to time to make or vary rules or regulations for the administration and operation of the Plan. However, no such rule or regulation shall affect the timing of Vesting or payment as set forth in the Plan to the extent it would cause the Plan to fail to meet the requirements of Section 409A of the Code.

8.7	Deferred Awards non-pensionable

Deferred Awards do not form part of a Participant’s remuneration for the purpose of determining entitlement to any benefit of employment including any pension or retirement benefit, life insurance, permanent health insurance or other similar benefit, whether existing or subsequently introduced.

8.8	Employee trust

8.9

Consents

8.10

Notices

Any notice or other document which has to be given to an Employee or Participant under or in connection with the Plan may be delivered or sent by mail to him at his home address according to the records of his employing company or sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him, or in either case such other address which the Company considers appropriate.

Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

8.11	Data protection

By participating in the Plan each Participant consents to the holding and processing of personal data provided by such Participant to the Company, any Member of the CFG Group and any other persons or entities for all purposes relating to the operation of the Plan. These include, but are not limited to:

8.11.1

administering and maintaining Participants’ records;

8.11.2

providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

8.11.3

providing information to future purchasers of the Company or the business in which the Participant works; and

8.11.4

transferring information about the Participant to a country or territory outside the United States.

8.12

Amendment

8.12.1

Except as described in the rest of this rule ‎ 8.12, subject to (i) applicable law and the rules and regulations of the primary stock market or exchange on which the Shares are quoted or traded (if any) and (ii) the approval of the RBS Group Performance and Remuneration Committee of the Board of Directors, the Committee may at any time change the Plan in any way .

8.12.2

Except as described in rule ‎ 8.12.3, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:

(i)

the Participants;

(ii)

the limits on the number of Shares which may be issued under the Plan;

(iii)

the individual limit for each Participant under the Plan;

(iv)

(v)

the terms of this rule ‎ 8.12.1.

8.12.3

The Committee can change the Plan and need not obtain the approval of the Company in a general meeting for any minor changes:

(i)

to benefit the administration of the Plan;

(ii)

(iii)

to obtain or maintain favorable tax, exchange control or regulatory treatment of the Company, any Member of the CFG Group or any present or future Participant.

8.12.4

No amendment under this rule ‎ 8.12 shall affect the timing of Vesting or payment as set forth in the Plan to the extent it would cause the Plan to fail to meet the requirements of Section 409A of the Code.

8.12.5

Without limiting rules ‎ 8.6 and ‎ 8.12, the Committee expressly reserves the right to amend, prospectively or retroactively, the Plan and any outstanding Deferred Awards, to the extent necessary to maintain compliance with Section 409A of the Code.

8.13	Severability

By participating in the Plan, each Participant agrees and acknowledges that the restrictions contained in the Plan are reasonable and necessary to protect the business of the Company and all Subsidiaries (including, but not limited to, its confidential information, customer relations and goodwill and its employees) and that the benefits each Participant receives under this Plan are sufficient compensation for these restrictions. Each of the obligations in the Plan is an entire, separate and independent restriction on each Participant, despite the fact that they may be contained in the same phrase and if any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. While the restrictions are considered to be fair and reasonable in the circumstances, each Participant agrees that if any of them should be determined to be void or ineffective by a court or tribunal of competent jurisdiction for any reason, but would be treated as valid and effective if part of the wording was deleted or the period was reduced in scope, they shall apply with such modifications only as necessary to make them valid and effective.

8.14	Effective Date and Termination of the Plan

The Plan shall be effective as of the effective date of the Company’s underwritten initial public offering (the “ Effective Date ”). The Plan will terminate on the Expiry Date, but the Committee may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Deferred Awards.

8.15	Section 409A of the Code

With respect to Deferred Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Deferred Award Certificate shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Deferred Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in the Plan, if the Committee considers

a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution that otherwise would be made to such Participant with respect to a Deferred Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Deferred Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment and if the Deferred Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Deferred Award. Any payments to be made under this Plan upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Deferred Award Certificate is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.

8.16	Governing Law

The Plan and each Deferred Award Certificate shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof. Each Participant waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with the Plan.

SCHEDULE A

For All Deferred Awards Granted After March 5, 2014

This schedule modifies the Plan with respect to all Deferred Awards granted after March 5, 2014. To the extent section cross-references are modified or sections are renumbered as a result of the provisions included in this Schedule A, the Plan shall be read to give effect to the revised cross-references and section numbers, as applicable.

Section 1.1 is amended to include the following terms:

“ Approved Plan ” means any plan approved by HM Revenue & Customs under the Income Tax (Earnings and Pensions) Act 2003;

“ Clawback ” means the obligation to repay amounts to a Member of the CFG Group by an individual in accordance with rule 4 as the Committee considers appropriate;

“ Malus ” means the reduction of elements of an individual’s remuneration in accordance with rule 4 as the Committee considers appropriate;

Section 4.1 is replaced with the following:

Malus and Clawback

4.1

Review of Deferred Awards

4 . 1 . 1

The Committee may decide at any time before a Deferred Award Vests, or for such period after a Deferred Award Vests that the Committee determines is appropriate, that any Participant will be subject to Malus and/or Clawback in the light of:

(i)

the performance of the Company, any Member of the CFG Group, the RBS Group and any business area or team, and the conduct, capability or performance of the Participant; and/or

(ii)

(iii)

non-compliance with any legal or regulatory requirement relating to the Company, any Member of the CFG Group, the RBS Group and any business area or team or the Participant; and/or

(iv)

any other matter which the Committee considers relevant.

4 . 1 . 2

To give effect to Malus and/or Clawback in respect of a Participant the Committee may take any action, including but not limited to:

(i)

reducing (if appropriate, to zero) the amount of any Bonus which would otherwise be payable; and/or

(ii)

reducing (if appropriate, to zero):

(a)

the number or amount of Shares, or other securities and/or the amount or value of RBS Bonds, Conditional Cash or Bond Awards subject to a Deferred Award; and/or

A-1

(b)

(c)

the extent to which any Deferred Award held by the Participant Vests or becomes exercisable; and/or

(d)

in each case notwithstanding the extent to which any conditions imposed on such Awards or awards may be or have been satisfied; and/or

(iii)

reducing (if appropriate, to zero) any amount otherwise payable under rules 5.3 or 5.4.

(iv)

4 . 1 . 3

Section 4.2 is replaced with the following:

4.2

Reduction in Deferred Awards to give effect to provisions in other plans

Section 4.3 is replaced with the following:

4.3

Compliance with legal or regulatory provisions

Section 5 is amended to include the following:

5.1

General

A Deferred Award will not Vest if any legal or regulatory requirement on the Company or any Member of the CFG Group would make Vesting unlawful, impossible or, in the opinion of the Committee, inappropriate or impractical.

A-2

Section 8.3.3 is replaced with the following:

8.3.3

Any arrangements in this rule ‎ 8.3 may include the sale or reduction in number of Shares or value of CFG Bonds comprised in a Deferred Award.

A-3