0001019155-05-000197 Sample Contracts

THE ROYAL BANK OF SCOTLAND GROUP plc AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of August 17, 1992 Amended and Restated as of February 8, 1999
Deposit Agreement • August 26th, 2005 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

DEPOSIT AGREEMENT dated as of August 17, 1992, as amended and restated as of February 8, 1999, and as further amended and restated as of November 2, 2001 among THE ROYAL BANK OF SCOTLAND GROUP plc, a public limited company incorporated in Great Britain and registered in Scotland (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as depositary hereunder and any successor as depositary hereunder (the "Depositary"), and all Holders from time to time of American Depositary Receipts issued hereunder.

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