exhibit 4. 4 registration and purchase agreement this registration and purchase agreement, dated as of november 23, 2015 ( this “ agreement ” ), is by and between citizens financial group, inc., a delaware corporation ( the “ company ” ), and the royal bank of scotland group plc, a public limited company organized under the laws of scotland ( company number sc045551 ) ( “ rbsg ” ). w i t n e s s e t h : whereas, pursuant to a purchase and sale agreement, dated as of the date hereof ( the “ purchase and sale agreement ” ), by and between the company and rbsg, rbsg has agreed to sell and the company has agreed to purchase ( 1 ) $ 333, 000, 000 aggregate principal amount of the company ’ s 4. 771 % subordinated notes due 2023 ( cusip no. usu7535rac08 ), ( 2 ) $ 334, 000, 000 aggregate principal amount of the company ’ s 4. 691 % subordinated notes due 2024 ( cusip no. us75524raf64 ), and ( 3 ) $ 83, 000, 000 aggregate principal amount of the company ’ s 4. 153 % subordinated notes due 2024 ( cusip no. us174610aa37 ) ( collectively, the “ repurchased notes ” ) pursuant to the terms and conditions of the purchase and sale agreement ; whereas, after giving effect to the purchase of the repurchased notes pursuant to the purchase and sale agreement, rbsg will continue to own the following subordinated notes issued by the company : ( 1 ) $ 250, 000, 000 aggregate principal amount of the company ’ s 4. 153 % subordinated notes due 2024 ( cusip no. us174610aa37 ), ( 2 ) $ 333, 000, 000 aggregate principal amount of the company ’ s 4. 023 % subordinated notes due 2024 ( cusip no. us174610ab10 ), ( 3 ) $ 334, 000, 000 aggregate principal amount of the company ’ s 4. 082 % subordinated notes due 2025 ( cusip no. us174610af24 ), and ( 4 ) $ 333, 000, 000 aggregate principal amount of the company ’ s 5. 158 % fixed to floating callable subordinated notes due 2023 ( cusip no.