Common use of Law and Submission to Jurisdiction Clause in Contracts

Law and Submission to Jurisdiction. The Trust Deed, the Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law. The Issuer has submitted to the jurisdiction of the English courts in the Trust Deed. SCHEDULE 2 FORMS OF GLOBAL NOTES AND DEFINITIVE NOTES, COUPONS AND TALONS PART 1 FORM OF TEMPORARY GLOBAL NOTE (OTHER THAN IN RESPECT OF CMU NOTES) NATWEST MARKETS PLC (Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC090312) TEMPORARY GLOBAL NOTE representing [Specified Currency and Nominal Amount of Tranche] NOTES [DUE [Year of Maturity]] (the Notes) SERIES NO: COMMON CODE: ISIN: This Note is a Temporary Global Note in respect of a duly authorised issue of the Notes of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto, of NatWest Markets Plc (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed (and/or, in the case of Exempt Notes only, modified and/or supplemented) by the information set out in the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words and expressions defined in the Conditions and the Final Terms shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a trust deed dated 21 November 2018 as further amended and/or supplemented and/or restated from time to time (the Trust Deed) made between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes. Reference is made to the Trust Deed, the Notes and the Conditions for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the trustee for the time being thereof, the Issuer and the holders of the Notes, Coupons and Talons (as applicable). For value received the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such other date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided herein. If the Final Terms indicates that this Global Note is intended to be a NGN, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and, together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a NGN, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto. On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note, the Issuer shall procure that:

Law and Submission to Jurisdiction. The Trust Deed, the Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law, except that the provisions of (i) Condition 2(a)(ii) (and related provisions of the Trust Deed) relating to set-off of the Ordinary Notes and (ii) Condition 2(b) (and related provisions of the Trust Deed) relating to subordination and set-off of the Tier 2 Notes, are governed by, and shall be construed in accordance with, Scots law. The Issuer has submitted to the jurisdiction of the English courts in the Trust Deed. SCHEDULE 2 FORMS OF GLOBAL NOTES AND DEFINITIVE NOTES, COUPONS AND TALONS PART 1 FORM OF TEMPORARY GLOBAL NOTE (OTHER THAN IN RESPECT OF CMU NOTES) NATWEST MARKETS PLC THE ROYAL BANK OF SCOTLAND GROUP plc (Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC09031245551) TEMPORARY GLOBAL NOTE representing [Specified Currency and Nominal Amount of Tranche] [SUBORDINATED] NOTES [DUE [Year of Maturity]] (the Notes) SERIES NO: COMMON CODE: ISIN: This Note is a Temporary Global Note in respect of a duly authorised issue of the Notes of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto, of NatWest Markets Plc The Royal Bank of Scotland Group plc (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed (and/or, in the case of Exempt Notes only, modified and/or supplemented) by the information set out in the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words and expressions defined in the Conditions and the Final Terms shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a trust deed (the Original Trust Deed) dated 21 November 2018 22 February 1994 as further amended and/or supplemented and/or restated from time to time (the Original Trust Deed, as so modified, restated and amended, the Trust Deed) made between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes. Reference is made to the Trust Deed, the Notes and the Conditions for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the trustee for the time being thereof, the Issuer and the holders of the Notes, Coupons and Talons (as applicable). For value received the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such other date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided herein. If the Final Terms indicates that this Global Note is intended to be a NGN, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and, together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a NGN, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto. On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note, the Issuer shall procure that:

Law and Submission to Jurisdiction. The Trust Deed, the Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law, except that the provisions of (i) Condition 2(a)(ii) (and related provisions of the Trust Deed) relating to set-off of the Ordinary Notes (if specified in the Final Terms to be applicable) and (ii) Condition 2(b) (and related provisions of the Trust Deed) relating to subordination and set-off of the Tier 2 Notes, are governed by, and shall be construed in accordance with, Scots law. The Issuer has submitted to the jurisdiction of the English courts in the Trust Deed. SCHEDULE 2 FORMS OF GLOBAL NOTES AND DEFINITIVE NOTES, COUPONS AND TALONS PART 1 FORM OF TEMPORARY GLOBAL NOTE (OTHER THAN IN RESPECT OF CMU NOTES) NATWEST MARKETS PLC THE ROYAL BANK OF SCOTLAND GROUP plc (Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC09031245551) TEMPORARY GLOBAL NOTE representing [Specified Currency and Nominal Amount of Tranche] [SUBORDINATED] NOTES [DUE [Year of Maturity]] (the Notes) SERIES NO: COMMON CODE: ISIN: This Note is a Temporary Global Note in respect of a duly authorised issue of the Notes of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) specified in the Final Terms or Pricing Supplement, as the case may be, applicable to the Notes (the Final Terms), a copy of which is annexed hereto, of NatWest Markets Plc The Royal Bank of Scotland Group plc (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Trust Deed (as defined below) as completed (and/or, in the case of Exempt Notes only, modified and/or supplemented) by the information set out in the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words and expressions defined in the Conditions and the Final Terms shall bear the same meanings when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and a trust deed (the Original Trust Deed) dated 21 November 22 February 1994 as subsequently modified and restated, most recently by a Thirty-Eighth Supplemental Trust Deed dated 14 December 2018 (the Thirty-Eighth Supplemental Trust Deed) (the Original Trust Deed, as so modified, restated and amended and as further amended and/or supplemented and/or restated from time to time (time, the Trust Deed) made between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes. Reference is made to the Trust Deed, the Notes and the Conditions for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the trustee for the time being thereof, the Issuer and the holders of the Notes, Coupons and Talons (as applicable). For value received the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or on such other date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States, its territories and possessions (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided herein. If the Final Terms indicates that this Global Note is intended to be a NGN, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg and, together with Euroclear, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a NGN, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto. On any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note, the Issuer shall procure that: