Pricing Agreement

 Exhibit 1.2

EXECUTION VERSION

Pricing Agreement

RBS Securities Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

As Representatives of the several
Underwriters named in Schedule I hereto,

September 7, 2016

Ladies and Gentlemen:

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 September 6, 2016 (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”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of themselves and on behalf of each of the Underwriters of the Notes pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to be filed with the Commission.

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Subject to the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us
one counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

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	Very truly yours THE ROYAL BANK OF SCOTLAND GROUP PLC
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title:  RBS Treasurer

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Accepted as of the date hereof:

RBS Securities Inc.

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Managing Director

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Managing Director

For themselves and as Representatives of the several Underwriters

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SCHEDULE I

		Principal Amount of Notes to be Purchased
RBS Securities Inc.		$768,500,000.00
BNP Paribas Securities Corp.		$583,000,000.00
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		$583,000,000.00
Xxxxxx Xxxxxxx & Co. LLC		$583,000,000.00
BNY Mellon Capital Markets, LLC		$26,500,000.00
CIBC World Markets Corp.		$26,500,000.00
Danske Markets Inc.		$26,500,000.00
Société Générale		$26,500,000.00
UniCredit Capital Markets LLC		$26,500,000.00
	Total:	$2,650,000,000.00

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SCHEDULE II

Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.

Title of Notes:

3.875% Senior Notes due 0000

Xxxxxxxxx principal amount of Notes:

$2,650,000,000 principal amount of the Notes

Price to Public:

99.970% of the principal amount of the Notes

Purchase Price by Underwriters:

99.595% of the principal amount of the Notes

Underwriting Commission:

0.375% for the Notes

Form of Securities:

Book-entry only form represented by one or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société anonyme, as the case may be.

Specified funds for payment of purchase price:

Wire transfer of immediately available funds

Applicable time:

5:05 p.m. (New York time), September 7, 2016

Time of Delivery:

9:30 a.m. (New York time), September 12, 2016

Indenture:

Amended and Restated Indenture dated as of September 13, 2011, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as amended and supplemented by the First Supplemental Indenture dated as of April 1,

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2014, the Second Supplemental Indenture dated as of April 5, 2016, and one or several supplemental indentures to be dated on or around September 12, 2016.

Maturity Date: September 12, 2023

Interest Rate:

3.875% for the Notes

Interest Payment Dates:

Interest will be paid on the Notes on March 12 and September 12 of each year, commencing on March 12, 2017.

Interest Record Dates:

Interest will be paid on the Notes to holders of record of each Note in respect of the principal amount thereof outstanding as of February 24 and August 24 of each year immediately preceding the Interest Payment Dates on March 12 and September 12, respectively.

Redemption Provisions:

The Notes may be redeemed as described in the Prospectus.

U.K. Bail-In Power:

The Notes may be subject to the U.K. bail-in power as described in the Prospectus.

Sinking Fund Provisions:

No sinking fund provisions.

Closing location for delivery of Notes:

Offices of Xxxxx Xxxx & Xxxxxxxx London LLP, 0 Xxxxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Names and addresses of Representatives:

Designated Representatives:     RBS Securities Inc.

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

Address for Notices:                 000 Xxxxxxxxxx Xxxx.

Xxxxxxxx, XX 00000

Xxxxxx Xxxxxx of America

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Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America

CUSIP: 780097 BD2

ISIN: US780097BD21

Stock Exchange Listing:

The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules.

Other Terms:

The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.

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