THE ROYAL BANK OF SCOTLAND GROUP plc Underwriting Agreement [ ]% Senior Debt Securities Due _____Underwriting Agreement • September 30th, 2009 • 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 incorporated and registered in Scotland, United Kingdom (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 the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
THE ROYAL BANK OF SCOTLAND plc THE ROYAL BANK OF SCOTLAND GROUP plc Underwriting Agreement [ ]% Senior Debt Securities Due _____Underwriting Agreement • September 30th, 2009 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
From time to time The Royal Bank of Scotland plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), and The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Group”), 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 the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
THE ROYAL BANK OF SCOTLAND PLC as Issuer THE ROYAL BANK OF SCOTLAND GROUP PLC as Guarantor TO THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee INDENTURE Senior Debt SecuritiesIndenture • September 30th, 2009 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Debt Securities Indenture.
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 • September 30th, 2009 • 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 incorporated and registered in Scotland, United Kingdom (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 the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, 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 Preference Shares, Se
