0000950103-19-014839 Sample Contracts

THE ROYAL BANK OF SCOTLAND GROUP PLC Underwriting Agreement Subordinated Debt Securities
Underwriting Agreement • November 1st, 2019 • 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)

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THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • November 1st, 2019 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

This FIFTH SUPPLEMENTAL INDENTURE dated as of November 1, 2019, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”), 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 (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.

Pricing Agreement
Pricing Agreement • November 1st, 2019 • Royal Bank of Scotland Group PLC • Commercial banks, nec
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