THE ROYAL BANK OF SCOTLAND GROUP PLC Underwriting Agreement Contingent Capital NotesUnderwriting Agreement • August 15th, 2016 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
As Representatives of the several Underwriters (as defined below) named in Schedule I to the Pricing Agreement (as defined below)
THE ROYAL BANK OF SCOTLAND GROUP PLCThird Supplemental Indenture • August 15th, 2016 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of August 15, 2016, between, THE ROYAL BANK OF SCOTLAND GROUP PLC, a company incorporated in Scotland with registered number SC045551, as issuer (the “Company”), having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB, United Kingdom and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York as trustee under the Contingent Convertible Securities Indenture (the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
THE ROYAL BANK OF SCOTLAND GROUP PLC Pricing AgreementPricing Agreement • August 15th, 2016 • Royal Bank of Scotland Group PLC • Commercial banks, nec
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 August 8, 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 “Contingent Capital Notes”).
