THE ROYAL BANK OF SCOTLAND GROUP plc $ [ ] [ ]% Subordinated Notes Due _____ Underwriting Agreement*Underwriting Agreement • April 8th, 2005 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
From time to time The Royal Bank of Scotland Group plc, a public limited company organized under the laws of Great Britain and registered in Scotland (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to [Names of Representatives and] the several firms named in Schedule I, if any, to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
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 Amended and...Deposit Agreement • April 8th, 2005 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
THE ROYAL BANK OF SCOTLAND GROUP plc [ ] American Depositary Shares, Series [ ] Representing [ ] Non-Cumulative Dollar Preference Shares, Series [ ] (Nominal Value $.01 each) Underwriting AgreementUnderwriting Agreement • April 8th, 2005 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
From time to time The Royal Bank of Scotland Group plc, a public limited company organized under the laws of Great Britain and registered in Scotland (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to [Names of Representatives and] the several firms named in Schedule I, if any, to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) an aggregate number of American depositary shares representing non-cumulative preference shares as specified in Schedule II to the Pricing Agreement. It is contemplated hereby that a Pricing Agreement will be entered into on the date hereof with respect to [ ] authorized but unissued Category II Non-cumulative Dollar Pref
