The Royal Bank of Scotland plc as Issuer The Royal Bank of Scotland Group plc as Guarantor Citibank, N.A. as Securities Administrator and Wilmington Trust Company as Trustee Administration Agreement Dated as of August 25, 2010Administration Agreement • August 25th, 2010 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
THIS ADMINISTRATION AGREEMENT, dated as of August 25, 2010 (this “Agreement”), is made by and among THE ROYAL BANK OF SCOTLAND PLC, a corporation incorporated in Scotland with registered number SC090312, as issuer (the “Company”), THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as guarantor (the “Guarantor”), CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States, as Securities Administrator (in such capacity, the “Securities Administrator”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (not in its individual capacity, the “Trustee”).
THE ROYAL BANK OF SCOTLAND PLC THE ROYAL BANK OF SCOTLAND GROUP PLC RBS NotesSM U.S. DISTRIBUTION AGREEMENTu.s. Distribution Agreement • August 25th, 2010 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
the Issuer, the Guarantor, the Trustee and the Securities Administrator, the Securities Administrator will be the Authenticating Agent, Paying Agent, Senior Debt Securities Registrar and Transfer Agent for the Notes. The Securities Administrator will perform the duties specified herein. Each Note will be represented by either (i) a Global Note (as defined below) and delivered to the Securities Administrator, as agent for The Depository Trust Bank (“DTC”), and recorded in the book-entry system maintained by DTC (in the case of a Note, a “Book-Entry Note” or (ii) a certificate delivered to the holder thereof or a person designated by such holder, a “Certificated Note”. Except as set forth in the Indenture, an owner of a Book-Entry Note, as the case may be, will not be entitled to receive a Certificated Note.
THE ROYAL BANK OF SCOTLAND PLC as Issuer, THE ROYAL BANK OF SCOTLAND GROUP PLC as Guarantor, THE BANK OF NEW YORK MELLON, acting through its London Branch as Original Trustee WILMINGTON TRUST COMPANY as Trustee solely for RBS NotesSM and CITIBANK,...First Supplemental Indenture • August 25th, 2010 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of August 25, 2010, among THE ROYAL BANK OF SCOTLAND PLC, a corporation incorporated in Scotland with registered number SC090312, as issuer (the “Company”), THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045951, as guarantor (the “Guarantor”), THE BANK OF NEW YORK MELLON, acting through its London Branch, as the Trustee originally named in the Senior Indenture (as defined below) (the “Original Trustee”), WILMINGTON TRUST COMPANY, as trustee solely for RBS NotesSM issuable under the Senior Indenture (the “Trustee”), and Citibank, N.A., as securities administrator (the “Securities Administrator”) for the RBS NotesSM.
