0000950103-17-004587 Sample Contracts

THE ROYAL BANK OF SCOTLAND GROUP PLC Underwriting Agreement Senior Debt Securities
Underwriting Agreement • May 15th, 2017 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

As Representatives of the several Underwriters (as defined below) named in Schedule I to the Pricing Agreement (as defined below)

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Pricing Agreement
Pricing Agreement • May 15th, 2017 • Royal Bank of Scotland Group PLC • Commercial banks, nec

The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 9, 2017 (the “Underwriting Agreement”) among the Company on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).

THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee FOURTH SUPPLEMENTAL INDENTURE dated as of May 15, 2017 to the AMENDED AND RESTATED INDENTURE dated as of September 13, 2011
Fourth Supplemental Indenture • May 15th, 2017 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

This FOURTH SUPPLEMENTAL INDENTURE, dated as of May 15, 2017, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.

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