ROYAL BANK OF SCOTLAND GROUP PLC (Form: 6-K, Received: 09/14/2011 17:13:18)

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

13 September 2011

The Royal Bank of Scotland Group plc

Gogarburn

PO Box 1000

Edinburgh EH12 1HQ

Scotland

United Kingdom

________________________________________________

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):__

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):__

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

This report on Form 6-K shall be deemed incorporated by reference into the company's Registration Statement on Form F-3 (File No. 333-162219) and to be a part thereof from the date which it was filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXPLANATORY NOTE

The Royal Bank of Scotland Group plc hereby incorporates by reference the following exhibits to this report on Form 6-K into its Registration Statement on Form F-3 (File No. 333-162219):

Exhibit		Document
1.1		U.S. Distribution Agreement dated as of September 13, 2011 with respect to Series A Senior Notes between The Royal Bank of Scotland Group plc, as issuer, and agents listed on the signature pages therein.
4.1		Amended and Restated Indenture dated as of September 13, 2011 with respect to Senior Debt Securities between The Royal Bank of Scotland Group plc, as issuer, and The Bank of New York Mellon, London Branch, as trustee.
4.2		First Supplemental Indenture dated as of September 13, 2011 with respect to Series A Senior Notes between The Royal Bank of Scotland Group plc, as issuer, and the Bank of New York Mellon, London Branch, as trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Royal Bank of Scotland Group plc
(Registrant)


By:	/s/ Jan Cargill
	Name:	Jan Cargill
	Title:	Deputy Group Secretary

September 13, 2011

Exhibit 1.1

THE ROYAL BANK OF SCOTLAND GROUP PLC

Series A Senior Notes

U.S. DISTRIBUTION AGREEMENT

September 13, 2011

To the Agents listed on the

signature pages hereof and

each person that shall

have become an Agent as

provided in Section 3(f)

hereof:

Dear Sirs and Mesdames:

The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of Scotland, United Kingdom (the “ Issuer ”), confirms its agreement with each of you (individually an “ Agent ” and collectively the “ Agents ”) with respect to the issue and sale from time to time by the Issuer (each, an “ offering ”) of its senior notes designated as Series A Senior Notes (the “ Notes ”).

The Notes will be issued as senior indebtedness of the Issuer pursuant to the provisions of an Amended and Restated Indenture dated as of September 13, 2011 (the “ Amended and Restated Indenture ”), as supplemented by a supplemental indenture with respect to the Series A Senior Notes dated as of September 13, 2011 (the “ First Supplemental Indenture ”), each among the Issuer 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. We refer to the Amended and Restated Indenture and the First Supplemental Indenture collectively, as may be amended from time to time, as the “ Indenture ”.

The Notes will have the maturities, interest rates, and other terms as set forth in supplements to the Base Prospectus referred to below.

For each offering of the Notes, the Issuer will appoint, pursuant to a Selling Agency Invitation (substantially in the form of Exhibit A) or other reasonable means as agreed between the parties, some or all of the Agents as their exclusive Agents for the purposes of soliciting and receiving offers to purchase

Notes by others. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree, upon such appointment, to use reasonable efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Issuer at such times and in such amounts as the Issuer shall from time to time specify. In addition, you may also purchase Notes as principal pursuant to the terms of a terms agreement relating to such sale (a “ Terms Agreement ”) in accordance with the provisions of Section ‎ 3(b) hereof.

The Issuer has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (Registration Statement No. 333-162219), including a prospectus, relating to the Notes that became automatically effective under the Securities Act of 1933, as amended (the “ Securities Act ”). Such registration statement, including the exhibits thereto, as amended or supplemented from time to time, is hereinafter referred to as the “ Registration Statement ”. The Issuer has filed with the Commission a prospectus dated September 30, 2009, that describes certain terms of the Notes which is hereinafter referred to as the “ Base Prospectus .” The Issuer has filed with the Commission pursuant to Rule 424 under the Securities Act a supplement to the Base Prospectus dated September 13, 2011 that describes certain terms of the Notes, which is hereinafter referred to as the “ Prospectus Supplement .” The Issuer proposes to file with the Commission from time to time, pursuant to Rule 424 under the Securities Act further supplements to the Base Prospectus that will describe specific terms of the Notes. The term “ Preliminary Prospectus ” means the Base Prospectus, together with the Prospectus Supplement, any product supplement, any underlying supplement and any preliminary pricing supplement specifically relating to a particular offering of Notes as filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act. The term “ Prospectus ” means the Base Prospectus together with the Prospectus Supplement, any product supplement, any underlying supplement and the final pricing supplement or supplements specifically relating to a particular offering of Notes, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424. As used herein, the terms “ Base Prospectus, ” “ Prospectus Supplement ,” “ Preliminary Prospectus, ” “ Time of Sale Information ” (as defined below) and “ Prospectus ” shall include in each case the documents, if any, incorporated by reference therein.

The term “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act and the term “ Permitted Free Writing Prospectus ” means (i) a free writing prospectus that is not distributed by an Agent in a manner reasonably designed to lead to its broad unrestricted dissemination and that includes no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in a previously filed free writing prospectus or in the Prospectus, (ii) a free writing prospectus prepared in the form of a term sheet or preliminary pricing supplement with respect to such Notes (a “ Term Sheet ”) reviewed and approved by the Issuer in advance in writing, or (iii) any issuer free writing prospectus approved by the Issuer in advance in writing.

“ Time of Sale Information ” in connection with an offering means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any. The terms “ supplement, ” “ amendment ” and “ amend ” as used herein shall include all documents deemed to be incorporated by reference that are filed subsequent to the date of the Base Prospectus by the Issuer and with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

1. Representations and Warranties of the Issuer . The Issuer represents and warrants to and agrees with you as of the Commencement Date, as of each date on which you solicit offers to purchase Notes following your appointment as an Agent pursuant to a Selling Agency Invitation, or other reasonable means as agreed by the parties, as of each date on which the Issuer accepts an offer to purchase Notes (including any purchase by you as principal pursuant to a Terms Agreement) and as of each date the Issuer issues and delivers Notes, as follows:

(a) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that (1) the representations and warranties set forth in this Section ‎ 1(a) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to you furnished to the Issuer in writing by you expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), of the Trustee and (2) the representations and warranties set forth in clauses (ii), (iii) and (iv) above, when made as of the Commencement Date or as of any date on which you solicit offers to purchase Notes or on which the Issuer accepts an offer to purchase Notes, shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Base Prospectus (other than the Prospectus Supplement).

(b) The Time of Sale Information immediately prior to the time of each sale of the Notes in connection with an offering, as then amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact necessary or required in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Time of Sale Information based upon information relating to you furnished to the Issuer in writing by you expressly for use therein.

(c) Any free writing prospectus that the Issuer is required to file pursuant to Rule 433(d) under the Securities Act will be filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Issuer is required to file pursuant to Rule 433(d) under the Securities Act will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. In connection with each offering of notes, except for Permitted Free Writing Prospectuses, the Issuer has not prepared, used or referred to, and will not, without the prior written consent of each Agent acting in such capacity in respect of a such offering, use or refer to, any free writing prospectus with respect to such offering of Notes.

(d) The Issuer is duly incorporated in, and is validly registered under the laws of, Scotland, and has the power and authority (corporate and other) to own, lease, and operate their properties and conduct their businesses as described in the Time of Sale Information and Prospectus.

(e) Each material subsidiary of the Issuer has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (where such legal concept has relevance), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Information and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires qualification, except to the extent that the failure to be so qualified or be in good standing or the failure to have such power and authority would not have a material adverse effect on the Issuer and their subsidiaries, taken as a whole.

(f) Each of this Agreement and any applicable Written Terms Agreement (as hereinafter defined) has been duly authorized, executed and delivered by the Issuer.

(g) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Issuer and is a valid and binding agreement of the Issuer, enforceable in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(h) [Reserved]

(i) The forms of Notes have been duly authorized and established in conformity with the provisions of the Indenture and, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof, the legal holders of the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Issuer, each enforceable in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(j) The execution and delivery by the Issuer of this Agreement, the Notes, the Indenture, and any applicable Written Terms Agreement, and the performance by the Issuer of its obligations under this Agreement, the Notes, the Indenture, and any applicable Terms Agreement, will not contravene any provision of applicable law or the memorandum and articles of association of the Issuer or any agreement or other instrument binding upon the Issuer or any of their subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations under this Agreement, the Notes, the Indenture, and any applicable Terms Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes; provided, however, that no representation is made or warranty given as to whether the purchase of the Notes constitutes a “ prohibited transaction ” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the

condition, financial or otherwise, or in the earnings, business or operations of the Issuer and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information.

(l) There are no legal or governmental proceedings pending or, to the Issuer’s knowledge, threatened to which the Issuer, or any of its subsidiaries is a party or to which any of the properties of the Issuer or any of its subsidiaries are subject that are required to be described in the Registration Statement or the Prospectus and are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required. The Time of Sale Information contains in all material respects the same description of the foregoing matters contained in the Prospectus.

(m) Each of the Issuer and its subsidiaries have all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and have made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use their properties and assets and to conduct their business in the manner described in the Time of Sale Information and Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Issuer and its subsidiaries, taken as a whole.

(n) The Issuer is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be required to register as, an “ investment company ” as such term is defined in the Investment Company Act of 1940, as amended.

(o) Immediately after any sale of Notes by the Issuer hereunder or under any Terms Agreement, the aggregate amount of Notes outstanding at any one time will not exceed any limitation thereon which may then be in effect by action of the Board of Directors of the Issuer.

(p) The Registration Statement has become effective and constitutes an “automatic shelf registration statement” (as defined in Rule 405 of the Securities Act) filed within three years of the date hereof; the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act; no notice of objection of the Commission with respect to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer; the Issuer is a “well-known seasoned issuer” as defined in Rule 405, and is not an “ineligible issuer,” as defined in Rule 405 at the “determination dates” relevant to the offering and sale of Notes

under the Registration Statement (as described in such definition); no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding, to the knowledge of the Issuer, for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission.

(q) The Issuer hereby acknowledges that the Agents will be acting pursuant to a contractual relationship on an arm’s length basis and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Issuer, its management, stockholders, creditors or any other person. Each of the Issuer and the Agents hereby expressly disclaim any fiduciary relationship and agree they are each responsible for making their own independent judgments with respect to any transactions entered into between them.

Notwithstanding the foregoing, it is understood and agreed that the representations and warranties set forth in Section 1(a)(ii), (iii) and (iv ), 1(b), ‎ 1(i) (except as to due authorization of the Notes) and ‎ 1(j) , when made as of the Commencement Date, or as of any date on which you solicit offers to purchase Notes, with respect to any Notes the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodity prices, securities of entities unaffiliated with either the Issuer or its subsidiaries, baskets of such securities, equity indices or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

2. Representations and Warranties of Agents. Each of the Agents represents and warrants to and agrees with the Issuer, as of each date on which you solicit offers to purchase Notes following your appointment as an Agent pursuant to a Selling Agency Invitation or other reasonable means as agreed by the parties, as of each date on which the Issuer accepts an offer to purchase Notes (including any purchase by you as principal pursuant to a Terms Agreement) and as of each date the Issuer issues and delivers Notes:

(a) You represent and warrant that you are actually engaged in the investment banking or securities business and that you are either (i) a member in good standing of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or (ii) a foreign bank, dealer or institution not eligible for membership in FINRA and not registered under the Exchange Act (a “ non-member foreign dealer ”). If you are a member of FINRA, you will comply with all applicable rules of FINRA, including, without limitation, the requirements of FINRA Rules 5121 and 5141 or any successor FINRA rule thereto, and you will not grant any concessions, discounts, or other allowances which are not permitted by that Rule. If you are a non-member foreign dealer, you will not make any sales of the Notes in, or to nationals or residents of, the United States, its territories, or its

possessions, except to the extent permitted by Rule 15a-6 or any successor rule thereto, and that in making any sales of the Notes you will comply, as though you are a member of FINRA with the requirements of the following rules (including any FINRA successor rules thereto): (i) FINRA Rules 5121 and 5141, and (ii) NASD Conduct Rule 2420 as that Rule applies to a non-FINRA member broker or dealer in a foreign country. You represent and warrant that you are fully familiar with the above provisions of the Rules. You further represent, by your participation in any offering of Notes, that you have filed all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to Section (b)(6) of FINRA Rule 5110 (the “ Financing Rule ”) as such requirements relate to such offering, including, but not limited to information with respect to (x) any arrangement during the period beginning 180 days immediately preceding the required filing date of an offering and through the pricing date (the “ Survey Period ”), which arrangement provides for the receipt of any item of value or the transfer of any warrants, options, or other securities from the Issuer to you or your related person(s), (y) any acquisitions of unregistered equity securities of the Issuer by you or your related person(s) during the Survey Period, or (z) any new arrangement that provides for the receipt of any additional item of value by you or your related person(s) between the pricing date of an offering and the date ending 90 days immediately thereafter. Terms used in clauses (x), (y) and (z) of the previous sentence and not otherwise defined shall have the respective meanings given to them in the Financing Rule.

(b) You acknowledge that you are familiar with the requirements of NASD Notice-to-Members 88-101 relating to participation by FINRA members in shelf offerings, NASD Notice-to-Members 05-59 concerning FINRA members’ obligations when selling structured products, NASD Notice and FINRA Notice-to-Members 10-52 applying rules regarding communication with the public and institutional sales material and correspondence to certain free-writing prospectuses and Notice-to-Members 05-26 recommending best practices for reviewing new products. You agree to comply with all obligatory provisions set forth therein in connection with any offering of Securities.

(c) You agree that in selling Notes you will comply with all applicable laws, rules and regulations regarding suitability, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of FINRA and the applicable rules and regulations of any securities exchange having jurisdiction over the offering of the Notes, including NASD Rule 2310, New York Stock Exchange Rule 405, NASD Notice-to-Members 03-71, FINRA Notices-to-Members 09-73, 10-09, and 10-51, and any other laws, rules or regulations regarding suitability or diligence of accounts.

(d) You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 of the Securities Act) concerning the Notes or the Issuer (including without limitation any free writing prospectus and any information furnished by the Issuer but not incorporated by reference into the Preliminary Prospectus or Prospectus) other than (i) any Preliminary Prospectus or Prospectus, or (ii) any Permitted Free Writing Prospectus.

(e) [Reserved]

(f) You agree that you will not offer or sell the Notes within the European Economic Area unless (i) you have obtained the Issuer’s prior written consent and (ii) you comply with the selling restrictions set forth in Exhibit D hereto and those other restrictions as the Issuer may inform you of from time to time.

(g) You represent and warrant that you will not sell Notes to or through any dealer unless you reasonably believe it is in compliance with the substance of the representations and warranties set forth in this Section 2 upon which the Issuer is also entitled to rely.

3. Solicitations as Agents; Purchases as Principal .

(a) Solicitations as Agents . In connection with your actions as Agents upon appointment pursuant to a Selling Agency Invitation or other reasonable means as agreed by the parties, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Time of Sale Information as then amended or supplemented.

The Issuer reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Issuer, you will forthwith suspend solicitations of offers to purchase Notes from the Issuer until such time as the Issuer has advised you that such solicitation may be resumed. While such solicitation is suspended, the Issuer shall not be required to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however, that if the Registration Statement, Prospectus, or Prospectus Supplement is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Issuer has delivered such certificates, opinions and letters as you may request.

If the Issuer agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase

received by you in connection with an offering in which you were appointed as a Agent under a Selling Agency Invitation or other reasonable means as agreed by the parties, a commission or other discount, such arrangement will be specified in the Preliminary Prospectus and Prospectus relating to such Note.

Subject to compliance with any applicable laws and regulations, including the rules of FINRA, you may use all or a portion of the commission paid to you by the Issuer in connection with an offering of the Notes as contemplated by this Section ‎ 3 to pay other dealers you have appointed in connection with such offering in the form of selling concessions, additional fees payable upon maturity of the Notes based on the performance of the Notes sold and/or additional fees payable annually based on the amount of Notes sold by such dealer in a particular calendar year; provided that the aggregate amount of such selling concessions and additional fees paid to all dealers for an offering shall not exceed 8% of the offering proceeds from such offering.

You shall communicate to the Issuer, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Issuer. The Issuer shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part, and any such rejection will not be deemed a breach of the Issuer’s agreements contained herein. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

(b) Purchases as Principal . Each sale of Notes to you as principal shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Issuer will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Issuer, which may be substantially in the form of Exhibit A hereto (a “ Written Terms Agreement ”), or (ii) an oral agreement between you and the Issuer confirmed in writing by you to the Issuer.

Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Issuer herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date of such Notes, the price to be paid to the Issuer for such Notes, the interest rate and interest rate formula, if

any, applicable to such Notes and any other terms of such Notes. Each such Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Issuer pursuant to Section 6 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes, as the case may be, by you.

Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by you as principal pursuant to a Terms Agreement, as the case may be, is referred to herein as a “ Settlement Date. ”

Unless otherwise specified in a Terms Agreement, if you are purchasing Notes, as principal you may resell such Notes to other dealers, at a discount or discounts such as you may determine provided that each such discount, shall not exceed the amount set forth in the Time of Sale Information relating to such Notes.

(c) Administrative Procedures . Unless otherwise agreed between the Issuer and the relevant Agent in connection with a particular offering:

(i) you and the Issuer agree to perform the respective duties and obligations specifically provided to be performed in the Administrative Procedures (attached hereto as Exhibit C) (the “ Administrative Procedures ”), as amended from time to time, and such Administrative Procedures may be amended only by written agreement of the Issuer and the applicable Agent;

(ii) if such offering requires the services of a calculation agent and you agree to provide such services, you and the Issuer agree to execute a calculation agency agreement substantially in the form of Exhibit F hereto, and to perform the respective duties and obligations provided for thereunder.

(d) Delivery . The documents required to be delivered by Section 5 of this Agreement as a condition precedent to your obligation to begin soliciting offers to purchase Notes as agent of the Issuer upon receipt of a Selling Agency Invitation, or pursuant to other reasonable means as agreed by the parties, shall be delivered at the office of Davis Polk & Wardwell llp , not later than 4:00 p.m., New York time, on the date hereof, or at such other time and/or place as you and the Issuer may agree upon in writing, but in no event later than the day prior to the earlier

of (i) the date on which you begin soliciting offers to purchase Notes pursuant to such Offering and (ii) the first date on which the Issuer accepts any offer by you to purchase Notes as principal. The date of delivery of such documents is referred to herein as the “ Commencement Date .”

(e) Free Writing Prospectuses . In connection with your actions hereunder, you covenant that, unless you obtain the prior consent of the Issuer, you will not make any offer relating to the Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, or that would otherwise constitute a free writing prospectus required to be filed with the Commission, other than a Permitted Free Writing Prospectus.

(f) The Issuer may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the Notes (each such additional institution herein referred to as an “ Additional Agent ”) as agent(s) hereunder pursuant to a letter (an “ Agent Accession Letter ”) substantially in the form attached hereto as Exhibit E to this Agreement, whereupon each such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent Accession Letter, become a party to this Agreement as an agent, vested with all the authority, rights and powers and subject to all the duties and obligations of an Agent as if originally named as an Agent hereunder.

(g) In connection with (i) your actions as Agents and (ii) each sale of Notes to you as principal, as the case may be, you agree to provide the Issuer upon the Issuer’s request with such information as the Issuer may reasonably require in order for the Issuer to determine the tax treatment of the Notes, including, without limitation, information necessary to determine the “issue price” and whether all the Notes form part of the same “issue” for U.S. federal income tax purposes; provided that you shall be required to deliver such information only to the extent that such information is in your possession or is reasonably available to you, it being understood that you will take commercially reasonable steps to obtain such information from any other dealers to which you resell such Notes.

4. Agreements . The Issuer on the one hand, and you on the other hand, agree that:

(a) Prior to the termination of any offering of the Notes pursuant to any Terms Agreement, the Issuer will not file any pricing supplement or free writing prospectus relating to the Notes or any amendment to the Registration Statement unless the Issuer has previously furnished to you a copy thereof for your review and will not file any such proposed supplement, amendment or free writing prospectus to which you reasonably object; provided, however , that the foregoing requirement shall

not apply to any of the Issuer’s periodic filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Issuer will cause to be delivered to you promptly after being transmitted for filing with the Commission. Subject to the foregoing sentence, the Issuer will promptly cause each pricing supplement to be filed with or transmitted for filing to the Commission in accordance with Rule 424(b) under the Securities Act. The Issuer will notify you promptly (i) of the filing of any amendment or supplement to the Base Prospectus or Prospectus Supplement, (ii) on becoming aware of any request by the Commission for any amendment to the Registration Statement (or any such replacement registration statement) or any amendment or supplement to the Base Prospectus or Prospectus Supplement or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement (or any such replacement registration statement) or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order or notice of suspension of qualification and, if issued, to obtain as soon as practicable the withdrawal thereof. If the Base Prospectus or Prospectus Supplement is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, you shall not be obligated to solicit offers to purchase Notes so long as you are not reasonably satisfied with such document.

(b) If any event occurs or condition exists as a result of which the Preliminary Prospectus, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus, as then amended or supplemented, is delivered to a purchaser, not misleading, or if, in your opinion or in the opinion of the Issuer, it is necessary at any time to amend or supplement the Prospectus, as then amended or supplemented, to comply with applicable law, the Issuer will immediately notify you by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Notes and, if so notified by the Issuer, you shall forthwith suspend such solicitation and cease using the Prospectus, as then amended or supplemented. If the Issuer shall decide to amend or supplement the Registration Statement or Prospectus, as then amended or supplemented, it shall so advise you promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory in all respects to you, that will correct such statement or omission or effect such

compliance and will supply such amended or supplemented Prospectus to you in such quantities as you may reasonably request. If any documents, certificates, opinions and letters furnished to you pursuant to paragraph (g) below and Sections ‎ 6(a) , ‎ 6(b) and ‎ 6(c) in connection with the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, you will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section ‎ 4(b) , until the distribution of any Notes you may own as principal has been completed, if any event described above in this paragraph (b) occurs, the Issuer will, at its own expense, forthwith prepare and cause to be filed as soon as practicable with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory in all respects to you, will supply such amended or supplemented Prospectus to you in such quantities as you may reasonably request and shall furnish to you pursuant to paragraph (g) below and Sections ‎ 6(a) , ‎ 6(b) and ‎ 6(c) such documents , certificates, opinions and letters as you may request in connection with the preparation and filing of such amendment or supplement.

(c) If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Information in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of the Issuer, it is necessary to amend or supplement the Time of Sale Information to comply with applicable law, forthwith to prepare, file with the Commission, if necessary, and furnish, at its own expense, to the Agents and to any dealer upon request, either amendments or supplements to the Time of Sale Information so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Information is delivered to a prospective purchaser, be misleading or so that the Time of Sale Information, as amended or supplemented, will comply with law.

(d) The Issuer will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning, in each case, on the earlier of January 1, or July 1 with respect to each sale of Notes.

(e) The Issuer will furnish to each Agent, without charge, (i) a signed copy of the Registration Statement, including exhibits and all amendments thereto, and as many copies of the Prospectus, the Time of Sale Information and any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request

and (ii) in connection with any purchase of Notes pursuant to a Terms Agreement or solicitation of an offer to purchase Notes that is accepted by the Issuer, prior to 10:00 a.m. New York City time on the business day next succeeding the date of such Terms Agreement or the acceptance of such offer, as many copies of the Prospectus and the Time of Sale Information as then amended or supplemented (including the pricing supplement relating to the Notes to be purchased pursuant to such Terms Agreement or accepted offer), as you may reasonably request.

(f) The Issuer will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to maintain such qualifications for as long as you shall reasonably request.

(g) During the term of this Agreement, the Issuer shall furnish to you such relevant documents and certificates of officers of the Issuer relating to their business, operations and affairs, the Registration Statement, the Base Prospectus, any amendments or supplements thereto, the Indenture, the Notes, the Administrative Procedures, any Terms Agreement, and the performance by the Issuer of its obligations hereunder or thereunder as you may from time to time reasonably request.

(h) The Issuer shall notify you promptly in writing of any downgrading that occurs on or following the date hereof, or of its receipt of any notice on or following the date hereof of any intended or potential downgrading or of any review for possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or any of its securities by any “ nationally recognized statistical rating organization, ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(i) The Issuer will, whether or not any sale of Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the fees and disbursements of the Issuer’s counsel and accountants, and of the Trustee and its counsel, (iv) the qualification of the Notes under securities or Blue Sky laws in accordance with the provisions of Section ‎ 4(f) , including filing fees and the fees and disbursements of your counsel in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to you of copies of the Indenture, and any Blue Sky or Legal Investment Memoranda, (vii) any fees charged by rating agencies

for the rating of the Notes, (viii) the fees and expenses, if any, incurred with respect to any filing with FINRA, and (ix) the fees and disbursements of Davis Polk & Wardwell llp .

5. Conditions of the Obligations of the Agents . Your obligation to solicit offers to purchase Notes as agent of the Issuer in connection with any offering of Notes with respect to which you have received a Selling Agency Invitation, or been appointed as an Agent pursuant to other reasonable means as agreed by the parties, and your obligation to purchase Notes as principal pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Issuer herein, to the accuracy of the statements of the Issuer’s officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Issuer of all covenants and agreements herein contained on their part to be performed and observed (in the case of your obligation to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of your obligation to purchase Notes, at the time the Issuer accepts the offer to purchase such Notes and at the time of issuance and delivery) and (in each case) to the following additional conditions precedent when and as specified below:

(a) Prior to such solicitation or purchase, as the case may be:

(i) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission;

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated by the Time of Sale Information;

(iii) there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the London Stock Exchange; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or on commercial banking activities in the United Kingdom declared by UK authorities; and (c) any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which shall be such as to make it, in your judgment, impracticable or inadvisable to proceed with the

purchase of the Notes by you on the terms and in the manner contemplated in the Time of Sale Information; and

(iv) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or any of the Issuer’s securities by any “ nationally recognized statistical rating organization ,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(A) except, in each case described in paragraph (i), (ii) or (iii) above, as disclosed to you in writing by the Issuer prior to such solicitation or, in the case of a purchase of Notes, before the offer to purchase such Notes was made or (B) in such case where the relevant event shall have occurred and been known to you prior to such solicitation or, in the case of a purchase of Notes, before the offer to purchase such Notes was made.

(b) On the Commencement Date, you shall have received:

(i) The opinion, dated as of such date, of Dundas & Wilson CS LLP, Scottish solicitors to the Issuer, or of other counsel satisfactory to you and who may be an officer of the Issuer, with respect to the matters set forth in Annex I hereto;

(ii) The opinion, dated as of such date, of Linklaters LLP, English Solicitors for the Issuer, or of other counsel satisfactory to you and who may be an officer of the Issuer, with respect to the matters set forth in Annex II hereto;

(iii) The opinion and letter, each dated as of such date, of Davis Polk & Wardwell LLP, special U.S. counsel to the program, to be delivered to the Agents at the request of the Issuer, with respect to the matters set forth in Annex III and Annex IV, respectively, hereto.

(c) On the Commencement Date, you shall have received a certificate of the Issuer, dated the Commencement Date and signed by an authorized signatory of the Issuer to the effect set forth in subparagraphs (a)(i) and (a)(ii) above, and to the effect that the representations and warranties of the Issuer contained in this Agreement are true and correct as of such date, that the Issuer has complied with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on

or before such date and as to such other matters as you shall reasonably request.

(d) On the Commencement Date, the Issuer’s independent auditors shall have furnished to you a letter or letters, dated as of the Commencement Date, in form and substance satisfactory to you containing statements and information of the type ordinarily included in accountants’ “ comfort letters ” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus, as then amended or supplemented, and the Time of Sale Information, provided that each letter so furnished shall use a “ cut-off date ” no more than five business days prior to the date of such letter.

(e) On the Commencement Date the Issuer shall have furnished to you such appropriate further information, certificates and documents as you may reasonably request. On each Settlement Date with respect to any applicable Terms Agreement, if such Terms Agreement require the delivery of an opinion or a letter from counsel to the Agents, counsel to the Agents shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Issuer in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to the Agents and to counsel to the Agents.

6. Additional Agreements of the Issuer .

(a) Unless the Issuer has suspended the solicitation of offers to purchase Notes pursuant to Section 3(a), the Issuer will deliver or cause to be delivered forthwith to you a certificate signed by an authorized signatory of the Issuer, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(c) in the following circumstances:

(i) at the time of the filing of the annual report on Form 20-F by the Issuer, or

(ii) at the time of the filing of any interim financial statements on Form 6-K by the Issuer that are incorporated by reference in the Registration Statement or Prospectus; or

(iii) at any time the Registration Statement or Prospectus is amended or supplemented to provide for a material

change directly relating to the offering of the Notes (other than by means of a pricing supplement), which shall not include a change providing for specific terms of the Notes or any change resulting from the merger of any of the Agents, or

(iv) on the Commencement Date if the Issuer shall determine to file a new registration statement to replace the Registration Statement,

(b) Each time the Issuer furnishes a certificate pursuant to Section 6(a), the Issuer will furnish or cause to be furnished forthwith to you a letter of counsel for the Issuer, substantially in the form of Annex IV hereto. Any such opinions or letter shall be dated the date of such filing, amendment or supplement on the Commencement Date, as the case may be, and shall be in a form satisfactory to you and shall be of the same tenor as the opinions referred to in Section 5(b), but modified to relate to the Registration Statement which incorporates the annual report on Form 20-F, the replacement registration statement, or the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such letter, as the case may be. In lieu of such opinion or letter, counsel last furnishing such an opinion or letter to you may furnish to you a letter to the effect that you may rely on such last opinion or letter to the same extent as though it were dated the date of such letter (except that statements in such last opinion or letter will be deemed to relate to the Registration Statement which incorporates the annual report on Form 20-F, such replacement registration statement or the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such letter).

(c) Each time the Issuer furnishes a certificate pursuant to Section 6(a), the Issuer shall cause its independent auditors forthwith to furnish you with a letter, dated the date of such filing, amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 5(d), with regard to the amended, supplemental or new financial information included or incorporated by reference in the Registration Statement (or the replacement registration statement) or the Prospectus as amended or supplemented to the date of such letter; provided that each letter so furnished shall use a “ cut-off date ” no more than five business days prior to the date of such letter.

(d) The Issuer will pay the required Commission filing fees related to the Notes within the time required by Rule 456(b)(1) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

(e) For purposes of the certificate to be delivered pursuant to Section 6(a)(iv) and the documents to be delivered pursuant to Sections

6(b) and 6(c) in connection with the delivery of such certificate, the term (i) “Registration Statement” shall be deemed to refer to such replacement registration statement, (ii) “Base Prospectus” means the prospectus included in such replacement registration statement that relates to the Notes, (iii) “Prospectus Supplement” means a prospectus supplement filed with the Commission pursuant to Rule 424 under the Securities Act as a supplement to the Base Prospectus that describes generally the terms of the Notes (other than a product supplement, underlying supplement, preliminary pricing supplement or final pricing supplement), and (iv) “Commencement Date” means a date as agreed between the parties that in no event will be later than the day prior to the earlier of (1) the date on which you begin solicit offers to purchase Notes offered under such replacement registration statement and (2) the first date on which the Issuer accepts any offer by you to purchase Notes offered under such replacement registration statement as principal. As of and after the certificate pursuant to Section 6(a)(iv) and the related documents pursuant to Sections 6(b) and 6(c) have been delivered, the foregoing terms shall be deemed to be so amended for all purposes of this Agreement.

7. Indemnification and Contribution .

(a) The Issuer agrees to indemnify and hold harmless you, your affiliates, directors, officers, and employees and each person, if any, who controls you within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “ Losses ”), as incurred, caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Time of Sale Information or the Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to you furnished to the Issuer in writing by you expressly for use therein.

(b) Each of you severally and not jointly agrees to indemnify and hold harmless the Issuer, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to you, but only with reference to information relating to you furnished to the Issuer in writing by you expressly for use in the

Registration Statement or the Prospectus (or any amendments or supplements thereto) or the Time of Sale Information.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraphs (a) and (b) above, such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by you, in the case of parties indemnified pursuant to paragraph (a) above, and by the Issuer, in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there were to be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder

by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, and (ii) does not include a statement as to an admission of fault, culpability, or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in paragraphs (a) and (b) of this Section ‎ 7 is unavailable to an indemnified party or insufficient in respect of any Losses, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and you on the other hand from the offering of such Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer on the one hand and you on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Issuer on the one hand and you on the other hand in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Issuer bear to the total discounts and commissions received by you in respect thereof. The relative fault of the Issuer on the one hand and of you on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand and you on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Issuer on the one hand and you on the other hand agree that it would not be just or equitable if contribution pursuant to this Section ‎ 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section ‎ 7, you shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in paragraph (d) above that were offered and sold to the public through you

exceeds the amount of any damages that you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section ‎ 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section ‎ 7 and the representations, warranties and other statements of the Issuer, their officers and you set forth in or made pursuant to this Agreement or any Terms Agreement will remain operative and in full force and effect regardless of any termination of this Agreement or any such Terms Agreement, any investigation made by or on behalf of you or any person controlling you or by or on behalf of the Issuer, their officers or directors or any person controlling the Issuer and acceptance of and payment for any of the Notes.

The Agents’ obligations to contribute pursuant to this Section 7 are several, and not joint, in proportion to their respective purchase obligations. For the purposes of this Section 7, each affiliate, director, officer, and employee of an Agent, and each person, if any, who controls an Agent within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Agent, and each person, if any, who controls the Issuer, within the meaning of the Securities Act and the Exchange Act, shall have the same rights to contribution as the Issuer.

8. Position of the Agents . In acting under this Agreement and in connection with the sale of any Notes by the Issuer (other than Notes sold to you pursuant to a Terms Agreement), you are acting solely as agents of the Issuer and do not assume any obligation towards or relationship of agency or trust with any purchaser of Notes. You shall make reasonable efforts to assist the Issuer in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by you and accepted by the Issuer, but you shall not have any liability to the Issuer in the event any such purchase is not consummated for any reason. If the Issuer shall default in its obligations to deliver Notes to a purchaser whose offer the Issuer has accepted, the Issuer shall hold you harmless against any loss, claim, damage or liability arising from or as a result of such default and shall, in particular, pay to you the commission you would have received had such sale been consummated.

9. Offering Restrictions . If any Notes are to be offered outside the United States, you will not offer or sell any such Notes in any jurisdiction if such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such offer or sale by you or for or on behalf of the Issuer unless such consent, approval or permission has

been previously obtained. Subject to the obligations of the Issuer set forth in Section ‎ 4 of this Agreement, the Issuer shall not have any responsibility for, and it shall by your responsibility to obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Notes, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

10. Entire Agreement; Termination . This Agreement, as may be amended from time to time, constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior oral or written agreements between the parties hereto or their predecessors with regard to the subject matter hereof. This Agreement may be terminated at any time by the Issuer or by you upon the giving of written notice of such termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of either parties hereto accrued or incurred prior to such termination. The termination of this Agreement shall not require termination of any Terms Agreement, and the termination of any such Terms Agreement shall not require termination of this Agreement. If this Agreement is terminated, the third paragraph of Section ‎ 3(a) , the last sentence of Section ‎ 4(b) , and the entirety of Sections ‎ 3(c) and 4(i) and Sections ‎ 7 , ‎ 8 , ‎ 11 , ‎ 12 , 14, 15, 16, and 17 shall survive; provided that if at the time of termination an offer to purchase Notes has been accepted by the Issuer but the time of delivery to the purchaser or its agent of such Notes has not occurred, the provisions of Sections ‎ 1 , 2, ‎ 3(b) , ‎ 4(a) , ‎ 4(e) , ‎ 4(f) , ‎ 4(g) , ‎ 4(h) , ‎ 5 and ‎ 6 shall also survive until such delivery has been made.

11. Advertisements . You agree not to publish or cause to be published or use any written notice, circular, advertisement, letter or communication relating to any offering or proposed offering of the Notes, including, without limitation, any communications within the meaning of Rule 134 under the Securities Act, other than the Prospectus or Time of Sale Information relating to the particular Notes without the prior written consent of the Issuer.

12. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to any of the Agents, at the address beneath such Agent’s signature on the signature page hereof; or, if sent to the Issuer, will be mailed, delivered or telefaxed and confirmed to the Issuer at RBS Gogarburn, PO Box 1000, Edinburgh, EH12 1HQ, United Kingdom, Attention: Group Secretariat (telefax number: +44 (0) 131-626-3081), with copies to Linda Simpson, Esq., Davis Polk & Wardwell llp , 450 Lexington Avenue, New York, New York 10017 (telefax number: 212-450-3800), and Nigel Wilson, Esq., Davis Polk & Wardwell llp , 99 Gresham Street, London EC2V 7NG, United Kingdom (telefax number: +44 20-7710-4986).

13. Successors . This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in

Section ‎ 7 and the purchasers of Notes (to the extent expressly provided in Section ‎ 5), and no other person will have any right or obligation hereunder.

14. Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15. Applicable Law . This Agreement will be governed by and construed in accordance with the internal laws of the State of New York.

16. Submission to Jurisdiction . The Issuer agrees that any legal suit, action or proceeding brought by any Agent or by any person controlling any Agent, arising out of or based upon this Agreement may be instituted in any State or federal court in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such court in any suit, action or proceeding. The Issuer has appointed John Fawcett, Chief Financial Officer, Citizens Financial Group, Inc., 600 Washington Boulevard, Stamford, Connecticut, 06901, as its authorized agent (the “ Authorized Agent ”) upon which process may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York by any Agent and the Issuer expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable unless and until a successor authorized agent shall have been appointed by the Issuer and such appointment shall have been accepted by such successor authorized agent. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer.

17. Judgment Currency . The Issuer, on the one hand, and the Agents severally, on the other hand, agree, to indemnify the other against loss incurred as a result of any judgment or order being given or made for any amount due hereunder or under the Notes and such judgment or order being expressed and paid in a currency (the “ Judgment Currency ”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified party would have been able to purchase United States dollars with the amount of the Judgment Currency actually received by it if such indemnified party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Issuer, on the one hand, and the Agents, on the other hand, and shall continue in full force and effect

notwithstanding any such judgment or order as aforesaid. The term “ rate of exchange ” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

18. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuer and you.

Very truly yours, THE ROYAL BANK OF SCOTLAND GROUP PLC
By:	/s/ Liam Coleman
Name: Liam Coleman
Title: Deputy Group Treasurer

[Signature pages to U.S. Distribution Agreement]

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

BARCLAYS CAPITAL INC.
By:	/s/ Travis H. Barnes
Name: Travis H. Barnes
Title: Managing Director


Notices hereunder shall be sent to:
745 Seventh Avenue
New York, NY 10019
Attention:		Syndicate Registration
Telefax:		(646) 834-8133

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Jack D. McSpadden, Jr.
Name: Jack D. McSpadden, Jr.
Title: Managing Director


Notices hereunder shall be sent to:
388 Greenwich Street
New York, NY 10013
Attention:		Transaction Execution Group
Telefax:		(646) 291-5209

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Suzanne Buchta
Name: Suzanne Buchta
Title: Director


Notices hereunder shall be sent to:
50 Rockefeller Plaza, NY1-050-12-01
New York, NY 10020
Attention:		High Grade Transaction Management/Legal
Telefax:		(646) 855-5958

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

MORGAN STANLEY & CO. LLC
By:	/s/ Yurij Slyz
Name:Yurij Slyz
Title:Executive Director


Notices hereunder shall be sent to:
1585 Broadway, 4th Floor
New York, NY 10036
Attention:		Michael Borut
Telefax:		(212) 761-2209

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

RBS SECURITIES INC.
By:	/s/ Robert Hammer
Name:Robert Hammer
Title:Head of Equities and Structured Retail, Americas


Notices hereunder shall be sent to:
600 Washington Boulevard
Stamford, CT 06901
Attention:		General Counsel
Telefax:		(203) 873-4072

The foregoing U.S. Distribution Agreement

is hereby confirmed and accepted as of the

date first above written.

UBS SECURITIES LLC
By:	/s/ John B. Corcoran
	Name:	John B. Corcoran
	Title:	Managing Director Debt Syndicate - Americas UBS Investment Bank


By:	/s/ Christopher Fernando
	Name:	Christopher Fernando
	Title:	Director Debt Capital Markets UBS Securities LLC



Notices hereunder shall be sent to:
677 Washington Boulevard
Stamford, CT 06901
Attention:		Fixed Income Syndicate
Telefax:		(203) 719-0495

EXHIBIT A

THE ROYAL BANK OF SCOTLAND GROUP PLC

SELLING AGENCY INVITATION

Date: [ ]

To: [Agents]

Reference is made to the U.S. Distribution Agreement dated September 13, 2011 among The Royal Bank of Scotland Group plc (the “ Issuer ”) and the Agents named therein (the “ Distribution Agreement ”). Terms not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agreement.

You are hereby invited to participate in the offering of the Securities described below for the purposes of soliciting and receiving offers to purchase the Securities from the Issuer by others.

By your acceptance of this Selling Agency Invitation, you hereby reaffirm the representations and warranties contained in Section 2 of the Distribution Agreement.

The Securities

Issuer:	The Royal Bank of Scotland Group plc
Title:	[ ]
Issue Size:	[ ]
Coupon:	[ ]
Denominations:	[ ]
Issue Price:	[ ]
Sales Commission:	[ ]
Proposed Issue Date:	[ ]
Maturity Date:	[ ]
Start of Selling Period/Launch Date:	[ ]
Closing Date:	[ ]
Start of Selling Period:	[ ]

The terms and conditions of the Securities are set out in the pricing supplement to be used in connection with the offering of the Securities. The Issuer will supply you with, or otherwise make available, a reasonable number of copies of the Time of Sale Information upon request.

A-1

THE ROYAL BANK OF SCOTLAND GROUP PLC
By:
Name:
Title:

A-2

EXHIBIT B

THE ROYAL BANK OF SCOTLAND GROUP PLC

Series A Senior Notes

NOTES TERMS AGREEMENT

_______________, 2011

THE ROYAL BANK OF SCOTLAND GROUP PLC

Re: [Descriptive Name of Note]

This letter agreement “ Agreement ” is entered into pursuant to the U.S. Distribution Agreement dated as of September 13, 2011 (the “ U.S. Distribution Agreement ”), and constitutes a “Terms Agreement” (as such term is defined therein) thereunder. Capitalized terms used in this Terms Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Distribution Agreement.

Pursuant to Section 3(b) of the U.S. Distribution Agreement, the undersigned hereby agrees to purchase the Notes described in the preliminary pricing supplement attached hereto, and having the final terms indicated below:

Principal Amount:	$[ ]
Purchase Price:	$[1000] per security
Settlement Date:	[ ]
Maturity Date:	[ ]
Interest Payment Dates:	[ ]
Early Redemption Date:	[ ]
[Fixed Rate Interest Determination Period:]	[ ] to [ ]
[Floating Rate Interest Determination Period:]	[ ] to [ ]
Maximum Interest Rate:	[ ]
Minimum Interest Rate:	[ ]
Spread:	[ ]
Spread Multiplier:	[ ]

B-1

The provisions of the U.S. Distribution Agreement are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. This Agreement is also subject to termination on the terms incorporated by reference herein.

Agreed:

[AGENT] as Agent
By:
Name:
Title:

THE ROYAL BANK OF SCOTLAND GROUP PLC as Issuer
By:
Name:
Title:

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EXHIBIT C

THE ROYAL BANK OF SCOTLAND GROUP PLC

Series A Senior Notes

ADMINISTRATIVE PROCEDURES

Explained below are the administrative procedures and specific terms of the offering from time to time of senior notes designated as Series A Senior Notes (the “ Notes ”), on a continuous basis by The Royal Bank of Scotland Group plc (the “ Issuer ”) pursuant to the U.S. Distribution Agreement, dated as of September 13, 2011 (as may be amended from time to time, the “ Distribution Agreement ”) among the Issuer, and the Agents listed on the signature pages therein (collectively or individually, the “ Agent ”).

The Senior Notes will be issued as senior unsecured indebtedness of the Issuer pursuant to an Amended and Restated Indenture (the “ Indenture ”), dated as of September 13, 2011 among the Issuer and The Bank of New York Mellon as trustee (the “ Trustee ”).

In the Distribution Agreement each Agent has agreed to use reasonable efforts to solicit purchases of the Notes, and the administrative procedures explained below will, unless otherwise agreed, govern the issuance and settlement of any Notes sold through each Agent, as agent of the Issuer. Each Agent, as principal, may also purchase Notes for its own account, and if requested by the relevant Agents, the Issuer, on the one side, and the relevant Agents, on the other side, will enter into a terms agreement (a “ Terms Agreement ”), as contemplated by the Distribution Agreement. The administrative procedures explained below will govern the issuance and settlement of any Notes purchased by one or more Agents, as principal, unless otherwise specified in the applicable Terms Agreement or otherwise agreed.

The Trustee will be the Paying Agent, Registrar and Transfer Agent for the Notes and the Issuer or an agent appointed by us will act as Calculation Agent and/or Exchange Agent in respect of the Notes, and in each case will perform the duties specified herein. Each Note will be represented by either (i) a Global Note (as defined below) and delivered to the Trustee, as agent for The Depository Trust Company (“ DTC ”), and recorded in the book-entry system maintained by DTC

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(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 applicable Indenture, an owner of a Book-Entry Note, as the case may be, will not be entitled to receive a Certificated Note.

Book-Entry Notes, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.

Unless otherwise defined herein, terms defined in the applicable Indenture or any Prospectus Supplement relating to the Notes shall be used herein as therein defined.

The Issuer will advise the relevant Agent(s) in writing of the employees of the Issuer with whom the relevant Agent(s) is to communicate regarding offers to purchase Notes and the related settlement details.

PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below.

Issuance:

On any date of settlement (as defined under “ Settlement ” below) for one or more Book-Entry Notes, the Issuer will issue, in the case of the Notes, a single global Note in fully registered form without coupons (a “ Global Note ”), if applicable, representing up to U.S. $500,000,000 principal amount of all such Notes that have the same Original Issue Date, Maturity Date and other terms. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an “ Interest Accrual Date ,” which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date and (ii) with respect to any Global Note (or any portion thereof) issued subsequently upon exchange of a Global Note, or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note), regardless of the date of authentication of such subsequently issued Global Note. Book-Entry Notes may be payable in either U.S. dollars or other

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		specified currencies. No Global Note will represent any Certificated Note. If the Pricing Supplement (as defined herein) provides for an extended offering period beyond the Original Issue Date, then on any subsequent date of settlement for Notes having the same Original Issue Date, Maturity Date and other terms as the Notes represented by such Global Note, the Trustee will annotate the Global Note to indicate the change in aggregate principal amount. [ For FAST closing ][Upon such annotation, the Trustee, by means of an instruction originated through DTC’s Deposit/Withdrawal at Custodian (DWAC) system, will inform DTC to reflect an increase to the aggregate principal amount of the Notes.]
		[ For MMI closing ][Upon such annotation, the Trustee, by means of a delivery versus free trade instruction to DTC, will inform DTC to reflect an increase in the aggregate principal amount of the Notes.]
		[ For MMI closing, if DVP ][Upon such annotation, the Trustee, by means of a delivery versus payment trade instruction to DTC, will inform DTC to reflect an increase to the aggregate principal amount of the Note in exchange for the issuance proceeds.]
Denominations		Unless otherwise specified in the applicable Pricing Supplement, Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Notes are issued in a currency other than U.S. dollars, principal amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency), and, unless otherwise indicated in the applicable Pricing Supplement, will be denominated in principal amounts not in excess of U.S. $500,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000, would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each U.S. $500,000,000 principal amount of such Book-Entry Note or Notes and an additional Global Note, will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Notes representing such Book-Entry Note or Notes shall be assigned the same CUSIP

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		number.
Preparation of Pricing Supplement		If any order to purchase a Book-Entry Note is accepted by or on behalf of the Issuer, a pricing supplement (a “ Pricing Supplement ”) will be prepared by or on behalf of the Issuer and approved by the Issuer reflecting the terms of such Note. The Issuer will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act.
		In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.
Settlement		The receipt by the Issuer of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Note representing such Note shall constitute “settlement” with respect to such Note. All orders accepted by the Issuer will be settled on the fifth Business Day pursuant to the timetable for settlement set forth below unless the Issuer and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day.
Settlement Procedures:		Unless otherwise specified in any Prospectus or Disclosure Package, Settlement Procedures with regard to each Book-Entry Note sold by the Issuer to or through the Agent (unless otherwise specified pursuant to a Terms Agreement), shall be as follows:
A.		In the case of a Book-Entry Note, the Agent will advise the Issuer by electronic submission that such Note is a Book-Entry Note and of the following settlement information:
		1. Principal amount.
		2. Maturity Date.
		3. In the case of a Fixed Rate Book-Entry Note, the Interest Rate, whether such Note will pay interest annually, semiannually or quarterly or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment

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Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any).

		4. Redemption or repayment provisions, if any.
		5. Ranking.
		6. Settlement date and time (Original Issue Date).
		7. Interest Accrual Date.
		8. Price.
		9. Agent’s commission, if any, determined as provided in the Distribution Agreement.
		10. Whether the Note is an Original Issue Discount Note (an “ OID Note ”), and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price).
		11. Whether the Issuer has the option to reset the Spread or Spread Multiplier of the Note.
		12. Whether the Note is an Optionally Exchangeable Note, a Mandatorily Exchangeable Note, or any form of exchangeable Note.
		13. Any other applicable provisions.
B.		The Issuer will advise the Trustee by electronic transmission of the information set forth in “ Settlement Procedure ” “ A ” above. The Trustee will then assign a CUSIP number to the Global Note representing a Note and will notify the Issuer and the Agent of such CUSIP number(s) by electronic transmission as soon as practicable.
C.		The Trustee will enter a pending deposit message through DTC’s Participant Terminal System, providing the following settlement information to DTC:
		1. The information set forth in “ Settlement Procedure ” “ A ”

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		and “ B ” above. 2. The Initial Interest Payment Date for the Notes the number of days by which such date succeeds the related DTC Record Date and, if known, amount of interest payable on such Initial Interest Payment Date.
		3. The CUSIP number of the Global Note.
		4. [ For FAST closing ][The Agent will instigate a closing call with the Trustee and DTC to confirm the CUSIP number, aggregate principal amount and FAST closing number prior to execution of Global Note and settlement.]
D.		The Trustee will authenticate and deliver the Global Note representing the Note upon its receipt of a written Issuer order requesting authentication.
E.		The Trustee will enter a deliver order through DTC’s Participant Terminal System instructing DTC to create the Note and credit such Note to the Agent’s participant account [ For MMI Closing, if DVP ][and (ii) debit the Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note, less the Agent’s commission, if any.] The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that the Global Note representing a Book-Entry Note has been issued and authenticated.
F.		Unless the Agent or a person holding through the Agent is the end purchaser of the Note, the Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to the Agent’s participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Agent for an amount equal to the price of such Note.
G.		Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “ E ” and “ F ” will be settled in accordance with SDFS operating procedures in effect on the settlement date.
H.		[ For MMI closing, if DVP ][Upon credit to the account of the

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		Trustee, the Trustee will credit to the account of the Issuer maintained at.JPMorgan Chase Bank, N.A., New York, in funds available for immediate use in the amount transferred to the Trustee in accordance with “ Settlement Procedure ” “ E ”.]
I.		Unless the Agent is the end purchaser of the Note, the Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.
J.		Upon request, the Trustee will make available to the Issuer a statement setting forth the principal amount of Notes outstanding as of that date under the applicable Indenture, and setting forth a brief description of any sales of which the Issuer has advised the Trustee that have not yet been settled.
Settlement Procedures Timetable:		For sales by the Issuer of Book-Entry Notes to or through the Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures “ A ” through “ J ” set forth above shall be completed as soon as possible but not later than the respective times in New York City set forth below:
		Settlement Procedure Time A 11:00 A.M. on the sale date B 11:00 A.M. on the sale date C 12:00 Noon on the sale date D 2:00 P.M. on the sale date [ MMI ; DVP ][E 12:00 P.M. on the settlement date] F 12:00 P.M. on the settlement date G-H 2:00 P.M. on the settlement date [ MMI ; DVP ][I 5:00 P.M. on the settlement date] J 5:00 P.M. on the settlement date
		If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “ A ”, “ B ” and “ C ” shall be completed as soon as practicable but no later than 11:00 A.M., 11:00 A.M., 12 Noon and 2:00 P.M., respectively, on the first Business Day after the sale date.
		“ Settlement Procedure ” “ H ” is subject to extension in accordance with any extension of Fedwire closing deadlines

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		and in the other events specified in the SDFS operating procedures in effect on the settlement date. [ For MMI closing ][If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee, after receiving notice from the Issuer or the Agent, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.]
Failure to Settle:		If the Trustee fails to enter a deliver order with respect to a Book-Entry Note pursuant to “ Settlement Procedure ” “ F ”, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount or face amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note “canceled,” make appropriate entries in the Trustee’s records and send such canceled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note.
		If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedure “ G ”. Thereafter, the Trustee will deliver the withdrawal message and

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		take the related actions described in the preceding paragraph. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect.
		In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note the Trustee will provide, in accordance with Settlement Procedures “ C ” and “ D ”, for the authentication and issuance of a Global Note representing the Book-Entry Notes to be represented by such Global Note and will make appropriate entries in its records.
PART II:		ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
		The Trustee will serve as registrar in connection with the Certificated Notes.
Issuance:		Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Original Issue Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the original issuance date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note.
Preparation of Pricing Supplement:		If any order to purchase a Certificated Note is accepted by or on behalf of the Issuer, a pricing supplement (a “ Pricing Supplement ”) will be prepared by or on behalf of the Issuer and approved by the Issuer reflecting the terms of such Note. The Issuer will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note.
		In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior

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		to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.
Settlement:		The receipt by the Issuer of immediately available funds in exchange for an authenticated Certificated Note delivered to the Agent and the Agent’s delivery of such Note against receipt of immediately available funds shall constitute “settlement” with respect to such Note. All offers accepted by the Issuer will be settled on or before the fifth Business Day next succeeding the date of acceptance pursuant to the timetable for settlement set forth below, unless the Issuer and the purchaser agree to settlement on another date.
Settlement Procedures:		Settlement Procedures with regard to each Certificated Note sold by the Issuer to or through the Agent (unless otherwise specified pursuant to a Terms Agreement) shall be as follows:
A.		In the case of Certificated Notes, the Agent will advise the Issuer by electronic submission that such Note is a Certificated Note and of the following settlement information:
		1. Name in which such Note is to be registered (“ Registered Note Owner ”).
		2. Required KYC documentation for the holder
		3. Address of the Registered Note Owner and address for payment of principal and interest or standard payment instructions.
		4. Taxpayer identification number of the Registered Note Owner (if available) and an original copy of the W8/W9 tax form.
		5. Principal amount.
		6. Maturity Date.
		7. In the case of a Fixed Rate Certificated Note, the Interest Rate, whether such Note will pay interest annually or semiannually or, in the case of a Floating Rate Certificated Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date,

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		Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any). 8. Redemption or repayment provisions, if any.
		9. Ranking.
		10. Settlement date and time (Original Issue Date).
		11. Interest Accrual Date.
		12. Price.
		13. Agent’s commission, if any, determined as provided in the Distribution Agreement.
		13. Denominations.
		14. Specified Currency.
		15. Whether the Note is an OID Note, and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and if so, the Issue Price).
		16. Whether the Issuer has the option to reset the Spread or Spread Multiplier of the Note.
		17. Any other applicable provisions.
B.		The Issuer will advise the Trustee by electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure “ A ” and “ B ” above, as applicable.
C.		The Issuer will have delivered to the Trustee a pre-printed Note.
D.		The Trustee will with respect to a Note, authenticate such Note and deliver it (with the confirmation) upon receipt of a written authentication order from the Issuer to the investor or such party as instructed by the Issuer.
E.		The Agent will confirm receipt of payment in immediately available funds and instruct the Trustee by electronic

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		transmission to release the Note.
F.		The Trustee will send a copy of the Note register and the authenticated Note to the Issuer, evidencing that the issuance has been completed, the Note register formed and that the Note has been delivered.
Settlement Procedures Timetable:		For sales by the Issuer of Certificated Notes to or through the Agent (unless otherwise specified pursuant to a Terms Agreement), Settlement Procedures “ A ” through “ F ” set forth above shall be completed on or before the respective times in New York City set forth below:
		Settlement Procedure Time A 2:00 P.M. two days prior to settlement date B 2:00 P.M. on or before day before settlement date C 3:00 P.M. on day before settlement date D-E 2:15 P.M. on settlement date F 3:00 P.M. on settlement date
Failure to Settle:		If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Issuer and the Trustee by electronic transmission and return such Note to the Trustee. Upon receipt of such notice, the Issuer will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect to such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement, then the Issuer will reimburse the Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Issuer. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will mark such note “canceled,” make appropriate entries in the Trustee’s records and send such Note to the Issuer.

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EXHIBIT D

Selling Restrictions

Each agent has represented and agreed that, in connection with the distribution of the notes, it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “ FSMA ”)) received by it in connection with the issue or sale of such notes or any investments representing the notes in circumstances in which section 21(1) of the FSMA does not apply to us and that it has complied and will comply with all the applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ R elevant M ember State ”), each agent severally represents and agrees, and each further agent named on the applicable pricing supplements will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by the Prospectus Supplement and any pricing supplement to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such notes to the public in that Relevant Member State:

(i) if the applicable pricing supplement in relation to the notes specify that an offer of those notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “ Non-exempt Offer ”), following the date of publication of a prospectus in relation to such notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the pricing supplement contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or pricing supplement, as applicable, and we have consented in writing to its use for the purpose of that Non-exempt Offer;

(ii) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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(iii) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant agent or agents nominated by us for any such offer; or

(iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to in (ii) to (iv) above shall require us or any agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of n otes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression Prospectus D irective means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 P D A mending D irective means Directive 2010/73/EU.

D-2

EXHIBIT E

THE ROYAL BANK OF SCOTLAND GROUP PLC

Series A Senior Notes

FORM OF AGENT ACCESSION LETTER

_______________, 20__

[Name of Agent]

[Address of Agent]

Ladies and Gentlemen:

The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of Scotland, United Kingdom (the “ Issuer ”) previously entered into a U.S. Distribution Agreement dated as of September 13, 2011 (the “ Distribution Agreement ”), among the Issuer, and the other agents signatory thereto (the “ Existing Agents ”), with respect to the issue and sale from time to time by the Issuer (each, an “ offering ”) of its senior notes designated as Series A Senior Notes (the “ Notes ”). A copy of the Distribution Agreement, including the Administrative Procedures with respect to the issuance of the Notes attached thereto as Exhibit C, is attached hereto.

In accordance with Section 3(f) of the Distribution Agreement, we hereby confirm that, with effect from the date hereof, you shall become a party to, and an Agent under, the Distribution Agreement, vested with all the authority, rights and powers, and subject to all duties and obligations of an Agent as if originally named as such under the Distribution Agreement.

Except as otherwise expressly provided herein, all terms used herein which are defined in the Distribution Agreement shall have the same meanings as in the Distribution Agreement. Your obligation to act as Agent hereunder shall be subject to you having received copies of the most recent documents (including any prior documents referred to therein) previously delivered to the Existing Agents pursuant to Sections 5 and 6 of the Distribution Agreement. By your signature below, you confirm that such documents are to your satisfaction. For purposes of Section 12 of the Distribution Agreement, you confirm that your notice details are as set forth immediately beneath your signature.

E-1

Each of the parties to this letter agrees to perform its respective duties and obligations specifically provided to be performed by each of the parties in accordance with the terms and provisions of the Distribution Agreement and the Procedures, as amended or supplemented hereby.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

If the foregoing correctly sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose below.

E-2

THE ROYAL BANK OF SCOTLAND GROUP PLC
By:
Name:
Title:

CONFIRMED AND ACCEPTED, as of the

date first above written

[Insert name of Additional Agent and information pursuant

to Section 12 of the Distribution Agreement]

E-3

EXHIBIT F

FORM OF CALCULATION AGENCY AGREEMENT

THE ROYAL BANK OF SCOTLAND GROUP PLC

[ Descriptive Title of Notes ],

Series A Senior Notes (the “ Notes ”)

CALCULATION AGENT AGREEMENT dated as of [ ] between The Royal Bank of Scotland Group plc, a public limited company incorporated in Scotland (the “ Issuer ”), having its principal office at RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ, and [Calculation Agent]. (the “ Calculation Agent ,” which term shall, unless the context shall otherwise require, include its successors and assigns), having its principal office at [ ]

WHEREAS, the Issuer proposes to issue and sell from time to time its [Descriptive Title of Notes], Series A Senior Notes (the “ Notes ”), which are registered under the Registration Statement on Form F-3 file No. 333-162219 (the “ Registration Statement ”), as filed with the Securities and Exchange Commission under the Securities Act of 1933. The Notes will be issued pursuant to the provisions of an amended and restated indenture dated as of September 13, 2011, between the Company and The Bank of New York Mellon, acting through its London branch, as trustee (the “ Trustee ”) as supplemented by a supplemental indenture in respect of the Series A Senior Notes, dated as of September 13, 2011, between the Company and The Bank of New York Mellon (such documents, as may be supplemented or amended from time to time, the “ Indenture ”). Terms used but not defined herein shall have the meanings assigned to them in the Indenture, the Prospectus, and the Preliminary Pricing Supplement in respect of the Notes (“ Pricing Supplement ”) attached hereto as Exhibit A.

NOW IT IS HEREBY AGREED THAT:

1. The Issuer hereby appoints [ ], as Calculation Agent for the Notes, upon the terms and subject to the conditions herein set forth, and [ ] hereby accepts such appointment. The Calculation Agent shall act as an agent of the Issuer for the purpose of determining the relevant interest rates in respect of each

F-1

Interest Determination Period (each such rate in respect of an Interest Determination Period, a “ Relevant Rate ”) of the Notes..

2. The Issuer shall notify the Calculation Agent of the issuance of the Notes and, at the time of such issuance, shall deliver to the Calculation Agent all information in the possession of the Issuer relating to the calculation of any payments thereunder. The Calculation Agent shall calculate each Relevant Rate in respect of the Notes in accordance with the terms of such Notes, the Indenture and the provisions of this Agreement.

3. Promptly following the determination of any Relevant Rate, the Calculation Agent will promptly cause to be forwarded to the Issuer, the Trustee, and any paying agent for the Notes that may be specified by the Issuer or the Trustee information regarding such Relevant Rate.

4. The Issuer will pay such compensation as shall be agreed upon and the reasonable expenses, including reasonable counsel fees, properly incurred by the Calculation Agent in connection with its duties hereunder to the Calculation Agent upon receipt of such invoices as the Issuer shall reasonably require.

5. Notwithstanding any satisfaction or discharge of the Notes or the Indenture, the Issuer will indemnify the Calculation Agent against any losses, liabilities, costs, claims, actions or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable costs, including reasonable fees and expenses of counsel in defending any claim, action or demand, except such as may result from the negligence or willful misconduct of the Calculation Agent or any of its employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Issuer for, or in respect of, any actions taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the written opinion or advice of counsel or (ii) written instructions from the Issuer.

6. The Calculation Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees:

(i) in acting under this Agreement and in connection with the Notes, the Calculation Agent, acting solely as agent for the Issuer, does not assume any obligation towards, or any relationship of agency or trust for or with, any of the holders of the Notes;

(ii) unless herein otherwise specifically provided, any order, certificate, notice, request or communication from the

F-2

Issuer made or given under any provision of this Agreement shall be sufficient if signed or given by any person whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Issuer;

(iii) the Calculation Agent shall be obligated to perform only such duties as are expressly set forth herein and any duties necessarily incidental thereto;

(iv) the Calculation Agent shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered in good faith by it in reliance upon anything contained in the Notes, the Indenture or any information supplied to it by the Issuer pursuant to this Agreement, including the information to be supplied pursuant to Paragraph 2 above;

(v) the Calculation Agent or one of its affiliates, whether acting for itself or in any other capacity, may become the owner or pledgee of Notes with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and

(vi) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its own negligence or willful misconduct.

7. Except as provided below, the Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such notice shall be given not less than 60 days prior to the said effective date unless the Issuer and the Trustee otherwise agree in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Issuer, specifying such removal and the date on which shall become effective. Such resignation or removal shall take effect upon:

(a)

the appointment by the Issuer or the as hereinafter provided of a successor Calculation Agent, which shall be a responsible financial firm or institution having an established place of business in the City of New York, New York or London, England, and may be an affiliate of the Issuer;

(b)

the acceptance of such appointment by such successor Calculation Agent; and

F-3

(c)

the giving of notice of such appointment to the holders of the Notes, provided that if the Calculation Agent fails duly to establish the Relevant Rate in respect of any Interest Determination Date, such removal will take effect immediately upon such appointment of, and acceptance thereof by, a successor Calculation Agent, in which event notice of such appointment shall be given to the holders of the Notes as soon as practicable thereafter. Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of its compensation and the reimbursement of all expenses incurred by such retiring Calculation Agent pursuant to Paragraph 4 hereof.

If at any time the Calculation Agent shall resign or be removed, or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated or dissolved, or an order is made or an effective resolution is passed to wind up the Calculation Agent, or if the Calculation Agent shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver, administrator or other similar official of the Calculation Agent or of all or any substantial part of its property shall be appointed, or if any order of any court shall be entered approving any petition filed by or against the Calculation Agent under the provisions of any applicable bankruptcy or insolvency law, or if any public officer shall take charge or control of the Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then a successor Calculation Agent shall be appointed by the Issuer by an instrument in writing filed with the successor Calculation Agent and the Trustee. Upon the appointment as aforesaid of a successor Calculation Agent and acceptance by the latter of such appointment, the former Calculation Agent shall cease to be Calculation Agent hereunder.

Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder, and such predecessor, upon payment of its compensation, charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent.

F-4

Any corporation or other entity into which the Calculation Agent may be merged or converted or any corporation or other entity with which the Calculation Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing or any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer and the Trustee.

The provisions of Paragraph 5 of this Calculation Agent Agreement shall survive any resignation or removal of the Calculation Agent hereunder.

8. Any notice required to be given hereunder shall be delivered in person, sent by letter or telex or telecopy or communicated by telephone to a person mutually agreed upon by the parties to such communication (subject, in the case of communication by telephone, to confirmation dispatched within two business days by letter, telex or telecopy), in the case of the Issuer, to it at the address set forth in the heading of this Agreement, Attention: [ ]; in the case of the Calculation Agent, to it at the address set forth in the heading of this Agreement, [ ]; and in the case of the Trustee, to it at One Canada Square, London E14 5AL Attention: Corporate Trust Administration; or, in any case, to any other address of which the party receiving notice shall have notified the party giving such notice in writing.

9. This Agreement may be amended only by a writing duly executed and delivered by each of the parties signing below.

10. The provisions of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument.

F-5

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date and year first above written.

The Royal Bank of Scotland Group plc
By:
Name:
Title:

[ ]
By:
Name:
Title:

F-6

EXHIBIT A

To the Form of Calculation Agency Agreement

[Relevant Pricing Supplement]

ANNEX I

FORM OF OPINION OF

DUNDAS & WILSON CS LLP, SCOTTISH SOLICITORS

TO THE ISSUER

Based upon and subject to the foregoing and to any matters not disclosed to us, and except as hereinafter qualified, we are of the opinion that so far as the present law of Scotland is concerned and as at the date hereof:

1.	Status and capacity : The Issuer has been duly incorporated in Scotland as a limited liability company and is validly registered under the law of Scotland, is not in liquidation, and has the corporate power and authority under such law to conduct its business as described in the Prospectus.

Corporate authority and execution : The creation and issuance of the Notes, and the execution, delivery and performance by the Issuer of the Distribution Agreement, any applicable Terms Agreement and the Indenture, is within the corporate power of the Issuer, and has been duly authorised by all necessary corporate action on the part of the Issuer, and, insofar as Scots law governs the formalities of execution and delivery thereof, each Document has been duly executed and delivered by the Issuer.

Documents binding : The obligations on the part of the Issuer under the Documents are, and the obligations on the part of the Issuer under any Terms Agreement will, on execution and delivery of the same, be, legal, valid and binding obligations of the Issuer enforceable against the Issuer in the Scottish courts.

Notes binding : The Notes (in global or definitive form) (when executed by the Issuer in accordance with the Indenture), insofar as Scots law governs the formalities of execution and delivery thereof, will have been duly executed by or on behalf of the Issuer, and (upon their issuance, authentication and delivery, and payment therefor, in accordance with the terms of the Distribution Agreement, any Terms Agreement and the Indenture) will have been duly issued and delivered and the obligations on the part of the Issuer under the Notes will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in the Scottish courts.

5.	Official consents : No authorisations, approvals, consents or licences of governmental, judicial or public bodies or authorities of or in Scotland (together consents ), except such consents as may be required under statutory provisions (other than the Companies Act 2006 as it applies to a

I-1

company having its registered office in Scotland) or regulations or practices applying in Great Britain as a whole, are required by the Issuer, as a result of being a Scottish registered company, for the execution, issue and delivery of the Notes.

Non-conflict with constitution, laws or litigation : Neither the execution, delivery and performance by the Issuer of the Distribution Agreement, any Terms Agreement and the Indenture, nor the execution, issue, delivery and performance by the Issuer of the Notes, will of itself result in any violation in any material respect of:

(a)

the Memorandum or Articles of Association of the Issuer; or

(b)

any existing applicable mandatory provision of Scots law or regulation; or

(c)

any existing judgment, order or decree of any Scottish court.

Enforcement and choice of law : The Agents would under current practice of the Scottish courts (assuming the effect of Section 16 of the Distribution Agreement and Section 1.14 of the Indenture is not to prorogate the exclusive jurisdiction of the courts in the Borough of Manhattan therein referred to (the New York Courts )) be permitted to commence proceedings in the Scottish courts for enforcement of the Distribution Agreement and the Scottish courts would accept jurisdiction in any proceedings for so long as the Issuer remained domiciled in Scotland and, upon proper averments being made in a Scottish court in any such proceedings, the choice of the law of the State of New York as the governing law of the Indenture and the Distribution Agreement would be upheld as a valid choice of law by that court.

Submission to jurisdiction : The submission by the Issuer in Section 16 of the Distribution Agreement and Section 1.14 of the Indenture to the jurisdiction of the New York Courts, and the designation, appointment and empowerment by the Issuer under the said Section 16 and Section 1.14 of an agent for service, would be upheld by the Scottish courts as valid and effective.

Recognition of foreign judgments : In relation to any Note, Terms Agreement or Document which is expressed to be governed by the law of the State of New York as its governing law, a judgment of the New York Courts as the relevant forum would be recognised in Scotland through an action of decree–conform under common law in the Court of Session in Scotland, assuming that (I) the court which issued the judgment had jurisdiction and acted judicially with no element of unfairness, (II) such

I-2

judgment was final, not obtained by fraud, or a revenue or penal action, remained capable of enforcement in the place it was pronounced and was not contrary to natural justice, and (III) enforcement of the judgment is not contrary to Scottish public policy.

10.

Enforcement by Holders : Each holder of a Note is (if and when a valid cause of action which is enforceable by a Holder (as defined in the Indenture) arises under the Notes) entitled to sue as claimant in the Scottish courts for the enforcement of its rights against the Issuer, as applicable, and such entitlement will not be subject to any conditions which are not applicable to residents of Scotland, save that a Scottish court may require a person who is not resident in Scotland to provide security for costs.

I-3

ANNEX II

FORM OF OPINION OF LINKLATERS LLP

ENGLISH SOLICITORS TO THE ISSUER

Based on the documents referred to, and assumptions made, in paragraphs 5 and 6 above and subject to any matters not disclosed to us, we are of the following opinion:

Assuming that the Notes do not carry and have not carried a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital, the statements in the Prospectus Supplement under the section headed “Taxation in the United Kingdom”, insofar as such statements constitute a general summary of both current United Kingdom tax law as applied in England and Wales and United Kingdom H.M. Revenue and Customs’ practice relevant to the issue of the Notes, if any, fairly and accurately summarise the matters referred to therein.

No United Kingdom stamp duty, stamp duty reserve tax, capital duty, registration or other issue or documentary taxes are payable by the Agents on the creation, issue and delivery of the Notes by the Company which comprise loan capital falling within the exemption in Section 79(4) and not within Sections 79(5) or 79(6) of the Finance Act 1986. Furthermore, even if the above exemption does not apply, there will nevertheless be no such United Kingdom stamp duty, stamp duty reserve tax, capital duty, registration or other issue or documentary taxes payable by the Agents on the creation, issue and delivery of the Notes provided that (i) such Agents are not persons falling within any of Sections 93(2), 93(3) or 96(1) of the Finance Act 1986 and (ii) any other person falling within any of Sections 93(2), 93(3) or 96(1) of the Finance Act 1986 to whom the Notes are issued or delivered does not seek to pass on the cost of any charge to United Kingdom stamp duty, stamp duty reserve tax or other issue or documentary taxes falling on them to the Agents.

No United Kingdom stamp duty, stamp duty reserve tax, capital duty, registration or other issue or documentary taxes should be payable in the United Kingdom on the creation, issue or delivery by, or on behalf of, the Company of the Notes in registered form which comprise loan capital falling within Section 79(4) and not within Sections 79(5) and (6) of the Finance Act 1986, or on the execution and delivery of any Terms Agreement, the Distribution Agreement or the consummation of the transactions contemplated thereby in respect of such Notes.

II-1

4.	No United Kingdom value added tax will be payable by the Agents in respect of their underwriting commissions under the Distribution Agreement.

Payments of interest by the Company in respect of the Notes may be made without withholding taxes or duties in the United Kingdom provided that (a) the effective term of the Notes is less than 365 days (and the Notes are not issued under arrangements the effect of which is to render such Notes part of a borrowing with a total term of 365 days or more), or (b) the Notes are listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007 at the time of the payment. The main market of the New York Stock Exchange is a “recognised stock exchange” for purposes of Section 1005.

II-2

ANNEX III

FORM OF OPINION OF

DAVIS POLK & WARDWELL LLP

Delivered pursuant to Section 5(b)(iii) of the Distribution Agreement

Based upon the foregoing, we are of the opinion that:

Assuming each of the Amended and Restated Indenture and the First Supplemental Indenture has been duly authorized, executed and delivered by the Issuer insofar as Scots law is concerned, each of the Amended and Restated Indenture and the First Supplemental Indenture has been duly executed and delivered by the Issuer, and the Indenture is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

Assuming the Notes have been duly authorized by the Issuer insofar as Scots law is concerned, when the terms of the Notes have been established in conformity with the provisions of the Indenture and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, the Notes will be valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and the Notes will be entitled to the benefits of the Indenture pursuant to which such Notes are to be issued.

3.	Assuming the Distribution Agreement has been duly authorized, executed and delivered by the Issuer insofar as Scots law is concerned, the Distribution Agreement has been duly executed and delivered by the Issuer.

4.	The Issuer is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

5.	Except as disclosed in the Prospectus, the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the

III-1

Distribution Agreement, the Indenture, and the Notes will not contravene any provision of the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated thereby, provided that we express no opinion as to federal or state securities laws.

No consent, approval, authorization or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Distribution Agreement, the Indenture, and the Notes is required for the execution, delivery and performance by the Issuer of its obligations under the Distribution Agreement, the Indenture, and the Notes, except such as may be required under federal or state securities or Blue Sky laws as to which we express no opinion and except that no opinion is expressed herein with respect to whether the purchase of any Notes constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any laws similar to those provisions.

III-2

ANNEX IV

FORM OF 10b-5 LETTER OF

DAVIS POLK & WARDWELL LLP

Delivered pursuant to Section 5(b)(iii) of the Distribution Agreement

On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above:

1.	the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and

2.	nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Notes:

a.	the Registration Statement as of its effective date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or

b.	the Prospectus as of the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

IV-1

Exhibit 4.1

THE ROYAL BANK OF SCOTLAND GROUP PLC

as Issuer

THE BANK OF NEW YORK MELLON,

acting through its London Branch

as Trustee

AMENDED AND RESTATED INDENTURE

Senior Debt Se c urities

Sep te mber 13, 2011

THE ROYAL BANK OF SCOTLAND GROUP plc

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Amended and Restated Indenture dated September 13 , 2011.

Trust Indenture Act Section		Amended and Restated Indenture Section
§310	(a)(1)	‎ 6.09
	(a)(2)	‎ 6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	‎ 6.08 , ‎ 6.10
	(c)	Not Applicable
§311	(a)	‎ 6.13
	(b)	‎ 6.13
	(b)(2)	‎ 7.03(a) , ‎ 7.03(b)
	(c)	Not Applicable
§312	(a)	‎ 7.01 , ‎ 7.02(a)
	(b)	‎ 7.02(b)
	(c)	‎ 7.02(c)
§313	(a)	‎ 7.03(a)
	(b)	‎ 7.03(a)
	(c)	‎ 1.06 , ‎ 7.03(a)
	(d)	‎ 7.03(b)
§314	(a)	‎ 7.04 , ‎ 10.06
	(b)	Not Applicable
	(c)(1)	‎ 1.02
	(c)(2)	‎ 1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	‎ 1.02
	(f)	Not Applicable
§315	(a)	‎ 6.01
	(b)	‎ 6.02 , ‎ 7.03(a)
	(c)	‎ 6.01
	(d)	‎ 6.01
	(d)(1)	‎ 6.01
	(d)(2)	‎ 6.01
	(d)(3)	‎ 6.01
	(e)	‎ 5.14
§316	(a)(1)(A)	‎ 5.02 , ‎ 5.12
	(a)(l)(B)	‎ 5.13
	(a)(2)	Not Applicable
	(a)(last sentence)	‎ 1.01

Trust Indenture Act Section		Amended and Restated Indenture Section
	(b)	‎ 5.08
§317	(a)(1)	‎ 5.03
	(a)(2)	‎ 5.04
	(b)	‎ 10.03
§318	(a)	‎ 1.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Amended and Restated Indenture.

TABLE OF CONTENTS

___________________

	Page

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions	9
Section 1.02. Compliance Certificates and Opinions	16
Section 1.03. Form of Documents Delivered to Trustee	17
Section 1.04. Acts of Holders	18
Section 1.05. Notices, Etc. to Trustee and Company	18
Section 1.06. Notice to Holders; Waiver	19
Section 1.07. Conflict with Trust Indenture Act	20
Section 1.08. Effect of Headings and Table of Contents	20
Section 1.09. Successors and Assigns	20
Section 1.10. Separability Clause	20
Section 1.11. Benefits of Amended and Restated Indenture	20
Section 1.12. Governing Law	20
Section 1.13. Saturdays, Sundays and Legal Holidays	21
Section 1.14. Appointment of Agent for Service	21
Section 1.15. Calculation Agent	22
Section 1.16. Waiver of Jury Trial	22

ARTICLE 2
SENIOR DEBT SECURITY FORMS

Section 2.01. Forms Generally	22
Section 2.02. Form of Trustee's Certificate of Authentication	22

ARTICLE 3
THE SENIOR DEBT SECURITIES

Section 3.01. Amount Unlimited; Issuable in Series	24
Section 3.02. Denominations	26
Section 3.03. Execution, Authentication, Delivery and Dating	27
Section 3.04. Temporary Senior Debt Securities	28
Section 3.05. Registration, Registration of Transfer and Exchange.	28
Section 3.06. Mutilated, Destroyed, Lost and Stolen Senior Debt Securities	33
Section 3.07. Payment; Interest Rights Preserved	33
Section 3.08. Persons Deemed Owners	35
Section 3.09. Cancellation	35
Section 3.10. Computation of Interest	35
Section 3.11. CUSIP Numbers	36
Section 3.12. Additional Senior Debt Securities	36

Section 3.13. Correction of Minor Defects in or Amendment of Senior Debt Securities	36

ARTICLE 4
SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Amended and Restated Indenture	36
Section 4.02. Application of Trust Money	38
Section 4.03. Repayment to Company	38

ARTICLE 5
REMEDIES

Section 5.01. Events of Default	38
Section 5.02. Acceleration of Maturity; Rescission and Annulment	39
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee	40
Section 5.04. Trustee May File Proofs of Claim	42
Section 5.05. Trustee May Enforce Claims Without Possession of Senior Debt Securities	42
Section 5.06. Application of Money Collected	42
Section 5.07. Limitation on Suits	43
Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest, If Any	44
Section 5.09. Restoration of Rights and Remedies	44
Section 5.10. Rights and Remedies Cumulative	44
Section 5.11. Delay or Omission Not Waiver	44
Section 5.12. Control by Holders	44
Section 5.13. Waiver of Past Defaults	45
Section 5.14. Undertaking for Costs	45

ARTICLE 6
THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities	46
Section 6.02. Notice of Defaults	46
Section 6.03. Certain Rights of Trustee	46
Section 6.04. Not Responsible for Recitals or Issuance of Senior Debt Securities	48
Section 6.05. May Hold Senior Debt Securities	48
Section 6.06. Money Held in Trust	49
Section 6.07. Compensation and Reimbursement.	49
Section 6.08. Disqualification; Conflicting Interests	50
Section 6.09. Corporate Trustee Required; Eligibility	50

Section 6.10. Resignation and Removal; Appointment of Successor	50
Section 6.11. Acceptance of Appointment by Successor.	52

Section 6.12. Merger, Conversion, Consolidation or Succession to Business	53
Section 6.13. Preferential Collection of Claims	54
Section 6.14. Appointment of Authenticating Agent	54

ARTICLE 7
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders	56
Section 7.02. Preservation of Information; Communication to Holders.	56
Section 7.03. Reports by Trustee.	57
Section 7.04. Reports by the Company	57

ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 8.01. Company May Consolidate, Etc. Only on Certain Terms	58
Section 8.02. Successor Corporation Substituted	59
Section 8.03. Assumption of Obligations	59

ARTICLE 9
SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures without Consent of Holders	60
Section 9.02. Supplemental Indentures with Consent of Holders	61
Section 9.03. Execution of Supplemental Indentures	63
Section 9.04. Effect of Supplemental Indentures	63
Section 9.05. Conformity with Trust Indenture Act	63
Section 9.06. Reference in Senior Debt Securities to Supplemental Indentures	63

ARTICLE 10
COVENANTS

Section 10.01. Payment of Principal, Premium, and Interest	64
Section 10.02. Maintenance of Office or Agency	64
Section 10.03. Money for Payments to be Held in Trust	65
Section 10.04. Additional Amounts	66
Section 10.05. Corporate Existence	68
Section 10.06. Statement as to Compliance	68
Section 10.07. Original Issue Document	68


ARTICLE 11
REDEMPTION OF SENIOR DEBT SECURITIES

Section 11.01. Applicability of Article	68
Section 11.02. Election to Redeem; Notice to Trustee	68
Section 11.03. Selection by Trustee of Senior Debt Securities to be Redeemed	69

iii

Section 11.04. Notice of Redemption	69
Section 11.05. Deposit of Redemption Price	70
Section 11.06. Senior Debt Securities Payable on Redemption Date	70
Section 11.07. Senior Debt Securities Redeemed in Part	71
Section 11.08. Optional Redemption Due to Changes in Tax Treatment	71

AMENDED AND RESTATED INDENTURE, dated as of September 13, 2011 between THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551 (the “ Company ”), and THE BANK OF NEW YORK MELLON (previously named The Bank of New York), 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.

WHEREAS, the Company and the Trustee previously entered into an indenture, dated as of October 21, 2009 (the “ Indenture ”) relating to its Senior Debt Securities, under which the only securities issued and outstanding on the date hereof are $1,500,000,000 of the Company’s 6.40% Senior Debt Securities due 2019 (the “ C urrently Outstanding Senior Debt Securities ” );

WHEREAS, Section 9.01(d) of the Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Indenture to add to, change or eliminate any of the provisions of the Indenture, or any supplemental indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Senior Debt Security of any series created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the benefit of such provision , and adversely affected by such addition, change or elimination;

WHEREAS, Section 9.01(i) of the Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Indenture to make certain provisions with respect to matters or questions arising under the Indenture, provided that any such action shall not adversely affect the interests of the Holders of Senior Debt Securities of any series in any material respect;

WHEREAS, the Company desires to make certain amendments to the Indenture, in accordance with Sections 9.01(d) and/or 9.01(i) of the Indenture, and to restate the Indenture to reflect such amendments, which amendments and Indenture as so amended and restated (the “ Amended and Restated Indenture ”) shall apply solely with respect to Senior Debt Securities issued hereunder after September 13, 2011;

WHEREAS, the Indenture as in effect prior to the date hereof (the “ Original Indenture ”) shall continue to apply to the Currently Outstanding Senior Debt Securities; and

NOW THEREFORE, the Company and the Trustee agree that the Indenture is hereby amended and restated in its entirety as follows, solely with respect to Senior Debt Securities issued hereunder after September 13, 2011:

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Amended and Restated Indenture to provide for the issuance from time to time of its senior debt securities (the “ Senior Debt Securities ”), to be issued in one or more series, represented by one or more Global Securities without coupons for payments attached, or represented by definitive Senior Debt Securities without coupons for payments attached, the amount and terms of each such series to be determined as hereinafter provided.

All things necessary to make this Amended and Restated Indenture a valid and binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS AMENDED AND RESTATED INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Senior Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Senior Debt Securities as follows:

ARTICLE 1

Definitions and Other Provisions of General Application

Section 1.01 . Definitions. For all purposes of this Amended and Restated Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Company;

(4) the words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Amended and Restated Indenture as a whole and not to any particular Article, Section or other subdivision; and

(5) any reference to an “ Article ” or a “ Section ” refers to an Article or Section of this Amended and Restated Indenture.

“ Act ”, when used with respect to any Holder, has the meaning specified in ‎ Section 1.04.

“ Additional Amounts ” shall have the meaning set forth in ‎ Section 10.04.

“ Additional Senior Debt Securities ” has the meaning set forth in ‎ Section 3.12

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control ” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Agent Member ” means a member of, or participant in, any Depositary.

“ Amended and Restated Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Senior Debt Securities established pursuant to Section 3.01.

“ Authenticating Agent ” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Senior Debt Securities. Initially the Trustee shall act as Authenticating Agent.

“ Authorized Newspaper ” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London, if practicable, and which, in the United States, will be the Wall Street Journal , if practicable, and which, in Luxembourg, will be the Luxemburger Wort , if practicable and for so long as and only with respect to any Senior Debt Securities listed on the Luxembourg Stock Exchange, and if it shall be impracticable in the opinion of the Company to make any publication of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given with the approval of the Company which may include through the means of DTC, Euroclear and Clearstream.

“ Board of Directors ” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, which board of directors or committee may, to the extent permitted by applicable law, delegate its authority.

“ Board Resolution ” means a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of the Company to have been duly adopted by the Board of Directors or duly authorized committee thereof and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Business Day ” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Senior Debt Securities of any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“ Calculation Agent ” means the Person, if any, authorized by the Company, to calculate the interest rate or other amounts from time to time in relation to any series of Senior Debt Securities.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Company Request” and “ Company Order ” mean, respectively, a written request or order signed in the name of the Company by an Executive Officer of the Company, and delivered to the Trustee.

“ Corporate Trust Office ” means the office of the Trustee in which its corporate trust business is principally administered, which, with respect to The Bank of New York Mellon, acting through its London Branch, is currently located at One Canada Square, London E14 5AL (Attention: Corporate Trust Administration, facsimile: +44 20 7964 2536).

The term “ corporation ” includes corporations, associations, companies and business trusts.

“ Default Interest ” has the meaning specified in ‎ Section 3.07.

“ Depositary ” means, with respect to any series of Senior Debt Securities, a clearing agency that is designated to act as Depositary for the Global Securities evidencing all or part of such Senior Debt Securities as contemplated by ‎ Section 3.05.

“ dollar ” or “ $ ” or any similar reference means the coin or currency of the United States which as at the time of payment is legal tender for the payment of public and private debts.

“ DTC ” means The Depository Trust Company or its nominee or its or their successor.

“ euro ” or “ € ” means the single currency of the participating member states in the Third Stage of European economic and monetary union pursuant to the Treaty establishing the European Community (as amended from time to time). “ participating member states ” means those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the EMU legislation.

“ Event of Default ” has the meaning specified in ‎ Section 5.01.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Executive Officer ” means any Director, or the Group General Counsel, or the Group Secretary, or the Deputy Group Treasurer, or the Deputy Group Secretary, or any Assistant Secretary of the Company, or the Head of Markets, Group Treasury, or duly authorized Commissioner and Attorney of the Company in terms of the Commission and Power of Attorney from time to time in effect and registered in the Books of Council and Session, in Edinburgh and, in each case, any other person authorized by a Board Resolution, or a resolution of the Group Asset and Liability Management Committee or a subcommittee thereof, to carry out the functions such officer performs.

“ Foreign Currency ” means the euro or any currency issued by the government of any country (or a group of countries or participating member states) other than the United States which as at the time of payment is legal tender for the payment of public and private debts.

“ Foreign Government Securities ” means with respect to Senior Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes hereof, euro shall be deemed to have been issued by each participating member state from time to time.

“ Global Security ” means a global certificate evidencing all or part of a series of Senior Debt Securities, authenticated and delivered to the Holder and registered in the name of the Holder or its nominee.

“ Holder ” means a Person in whose name a Senior Debt Security in global or definitive form is registered in the Senior Debt Security Register.

The term “ interest ”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“ Interest Payment Date ”, when used with respect to any Senior Debt Security, means the Stated Maturity of any installment of interest on such Senior Debt Security.

“ Losses ” means any and all claims, losses, liabilities, damages, costs, expenses and judgments (including legal fees and expenses) sustained by the Company or the Trustee.

“ Maturity ”, when used with respect to any Senior Debt Security, means the date, if any, on which the principal of such Senior Debt Security becomes due and payable as therein or herein provided, whether by call for redemption, winding-up of the Company or otherwise.

“ Notice of Default ” shall have the meaning set forth in Section 5.07;

“ Officer’s Certificate ” means a certificate delivered to the Trustee and signed by any Executive Officer.

“ Opinion of Counsel ” means a written opinion of legal advisors, who may be an employee of or legal advisors for the Company or other legal advisors acceptable to the Trustee.

“ Original Issue Discount Security ” means any Senior Debt Security which provides for an amount less than the principal amount to be due and payable upon a declaration of the Maturity thereof.

“ Outstanding ”, when used with respect to Senior Debt Securities or any series of Senior Debt Securities means (except as otherwise specified pursuant to ‎ Section 3.01), as of the date of determination, all Senior Debt Securities or all Senior Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Amended and Restated Indenture, except :

(i) Senior Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Senior Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government Securities in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Senior Debt Securities; provided , that, if such Senior Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Amended and Restated Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii) Senior Debt Securities which have been paid pursuant to ‎ Section 11.06 or in exchange for or in lieu of which other Senior Debt Securities have been authenticated and delivered pursuant to this Amended and Restated Indenture, other than any such Senior Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Senior Debt Securities are held by a bona fide purchaser in whose hands such Senior Debt Securities are valid obligations of the Company;

provided, however , that in determining whether the Holders of the requisite principal amount of the Outstanding Senior Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Senior Debt Security denominated in a Foreign Currency shall be the dollar equivalent, determined on the date of original issuance of such Senior Debt Security, of the principal amount of such Senior Debt Security; and (ii) Senior Debt Securities beneficially owned by the Company, or any other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Senior Debt Securities for which a Responsible Officer of the Trustee has received an Officer’s Certificate stating that such Senior Debt Securities are so beneficially owned shall be so disregarded; provided , further , however , that Senior Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Senior Debt Securities and that the pledgee is not the Company, or any other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor.

“ Paying Agent ” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if any on any Senior Debt Securities on behalf of the Company.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Place of Payment ”, when used with respect to the Senior Debt Securities of any series, means the place or places where the principal of (and premium, if any) and interest, if any, on the Senior Debt Securities of that series are payable as specified pursuant to ‎ Section 3.01 or, if not so specified, as specified in ‎ Section 10.02.

“ Predecessor Security ” of any particular Senior Debt Security means every previous Senior Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Senior Debt Security; and, for the purposes of this definition, any Senior Debt Security authenticated and delivered under ‎ Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Senior Debt Security.

“ Redemption Date ”, when used with respect to any Senior Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Amended and Restated Indenture.

“ Redemption Price ”, when used with respect to any Senior Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Amended and Restated Indenture.

“ Regular Record Date ” for the interest payable on any Interest Payment Date on Senior Debt Securities of any series means the date specified for the purpose pursuant to ‎ Section 3.01.

“ Responsible Officer ”, when used with respect to the Trustee, means any officer of the Trustee assigned to or working in the corporate trust department of the Trustee or, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Amended and Restated Indenture.

“ Senior Debt Securities ” has the meaning set forth in the recitals herein and more particularly means any series of Senior Debt Securities issued, authenticated and delivered under this Amended and Restated Indenture.

“ Senior Debt Security ” means one of the Senior Debt Securities.

“ Senior Debt Security Register ” and “ Senior Debt Security Registrar ” have the respective meanings specified in ‎ Section 3.05.

“ Special Record Date ”, when used for the payment of any Default Interest on Senior Debt Securities of any series, means the date specified by the Company for the purpose pursuant to ‎ Section 3.07.

“ Stated Maturity ”, when used with respect to any Senior Debt Security or any installment of principal thereof or interest thereon, means the date or dates, if any, specified in, or determined in accordance with the terms of, such Senior Debt Security as the fixed date or dates on which the principal of such Senior Debt Security or such installment of principal or interest is due and payable.

“ Subsidiary ” has the meaning attributed thereto by Section 1159 of the Companies Act 2006 of Great Britain as in force at the date as of which this instrument was executed.

“ Taxing Jurisdiction ” has the meaning specified in ‎ Section 10.04.

“ Trustee ” means the Person named as the “ Trustee ” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Amended and Restated Indenture, and thereafter “ Trustee ” shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, “ Trustee ” shall mean and include each such Person; and “ Trustee ” as used with respect to the Senior Debt Securities of any series shall mean the Trustee with respect to the Senior Debt Securities of such series. For purposes of Section 6.07 herein, the term Trustee shall also include the Trustee acting in all other capacities.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this instrument was executed, except as provided in ‎ Section 9.05.

“ United Kingdom ” means the United Kingdom of Great Britain and Northern Ireland.

“ United States ” and “ U.S. ” mean the United States of America and, except in the case of Sections ‎ 6.09 and ‎ 6.14, its territories and possessions.

“ U.S. Government Obligations ” means noncallable (i) direct obligations of the United States for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

Section 1.02 . Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Amended and Restated Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Amended and Restated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Amended and Restated Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Amended and Restated Indenture (other than ‎ Section 10.06) shall include:

(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

Section 1.03 . Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations are based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates to factual matters,

upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representation with respect to such matters is erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Amended and Restated Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04 . Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Amended and Restated Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Amended and Restated Indenture and (subject to ‎ Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Senior Debt Security shall bind every future Holder of the same Senior Debt Security and the Holder of every Senior Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Senior Debt Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation

of such action is made upon such Senior Debt Security or such other Senior Debt Security.

Section 1.05 . Notices, Etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Amended and Restated Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile or email delivery of a copy of such document) to the Trustee at its Corporate Trust Office, and the Trustee agrees to accept and act upon facsimile or email transmission of written instructions pursuant to this Amended and Restated Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed

instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions; or

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class air mail postage prepaid, to the Company, to RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ (Attention: Group Secretariat) or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.06 . Notice to Holders; Waiver. When this Amended and Restated Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if given in writing and mailed, first-class postage prepaid, to each Holder of a Senior Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to ‎ Section 7.03(a).

For so long as the Senior Debt Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series to the Holder (if the address of such Holder is known to the Company).

When notice to Holders of Senior Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Amended and Restated Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any

action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 . Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Amended and Restated Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Amended and Restated Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so required or imposed (in whole or in part) if this Amended and Restated Indenture were executed at such future time, the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant to ‎ Section 9.01 to change or eliminate (in whole or in part) such provision or limitation of this Amended and Restated Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to Article Nine) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(l)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this Amended and Restated Indenture was executed may be so changed or eliminated.

Section 1.08 . Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 . Successors and Assigns. All covenants and agreements in this Amended and Restated Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.10 . Separability Clause. In case any provision in this Amended and Restated Indenture or in the Senior Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11 . Benefits of Amended and Restated Indenture. Nothing in this Amended and Restated Indenture or in the Senior Debt Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of Senior Debt Securities, any benefit or any legal or equitable right, remedy or claim under this Amended and Restated Indenture.

Section 1.12 . Governing Law. This Amended and Restated Indenture and the Senior Debt Securities shall be governed by and construed in accordance

with the laws of the State of New York, except that the authorization and execution of the Amended and Restated Indenture and the Senior Debt Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions of the Company and the Trustee, as the case may be.

Section 1.13 . Saturdays, Sundays and Legal Holidays. The terms of the Senior Debt Securities shall provide that, in any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, of a Senior Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Amended and Restated Indenture or the Senior Debt Securities other than a provision in the Senior Debt Securities that specifically states that such provision shall apply in lieu of this Section) payments of interest, if any (and premium, if any) or principal and the exchange of the Senior Debt Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment (or such other Business Day as shall be provided in such Senior Debt Security) with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, and provided, further, that if the Senior Debt Securities have a term of not more than one year (from but excluding the Original Issue Date to and including the Maturity Date), such payment shall be made on the immediately preceding Business Day and in no event will an Interest Payment Date or the Maturity Date occur more than one year after the Original Issue Date (excluding the Original Issue Date and including the Interest Payment Date or Maturity Date).

Section 1.14 . Appointment of Agent for Service. The Company has designated and appointed John Fawcett, Chief Financial Officer, Citizens Financial Group, Inc., 600 Washington Boulevard, Stamford, Connecticut, 06901, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Senior Debt Securities or this Amended and Restated Indenture, but for that purpose only, and agrees that service of process upon said John Fawcett shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said John Fawcett in full force and effect so long as any of the Senior Debt Securities shall be

Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Section 1.15 . Calculation Agent. If the Company appoints a Calculation Agent pursuant to ‎ Section 3.01 with respect to any series of Senior Debt Securities, any determination of the interest rate on, or other amounts in relation to, such series of Senior Debt Securities in accordance with the terms of such series of Senior Debt Securities by such Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the Company, the Trustee and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

Section 1.16 . Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDED AND RESTATED INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE 2

Senior Debt Security Forms

Section 2.01 . Forms Generally. The Senior Debt Securities of each series shall be issuable as registered securities without coupons and in such forms as shall be established by or pursuant to a Board Resolution, or an Officer’s Certificate, or in one or more indentures supplemental hereto, pursuant to ‎ Section 3.01, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Amended and Restated Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any such execution.

The Trustee’s certificates of authentication shall be in substantially the form set forth in ‎ Section 2.02 or ‎ Section 6.14.

The definitive Senior Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing such Senior Debt Securities, as evidenced by their execution thereof.

Section 2.02 . Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:

CERTIFICATE OF AUTHENTICATION

This is one of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Amended and Restated Indenture.

	Dated:

	THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee
	By:
		Authorized Signatory

ARTICLE 3

The Senior Debt Securities

Section 3.01 . Amount Unlimited; Issuable in Series. The aggregate principal amount of Senior Debt Securities which may be authenticated and delivered under this Amended and Restated Indenture is unlimited. The Senior Debt Securities may be issued in one or more series.

There shall be established by or pursuant to Board Resolutions of the Company, or established by an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Senior Debt Securities of any series:

(a) the title of the Senior Debt Securities of the series (which shall distinguish the Senior Debt Securities of the series from all other Senior Debt Securities);

(b) any limit upon the aggregate principal amount of the Senior Debt Securities of the series which may be authenticated and delivered under this Amended and Restated Indenture (except for Senior Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Debt Securities of the series pursuant to Section ‎ 3.04, ‎ 3.05, ‎ 3.06, ‎ 9.06 or ‎ 11.07 and except for any Senior Debt Securities which, pursuant to ‎ Section 3.03 are deemed never to have been authenticated and delivered hereunder);

(c) the date or dates, if any, on which the principal of (and premium, if any, on) the Senior Debt Securities of the series is payable;

(d) the rate or rates, if any, at which the Senior Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in ‎ Section 3.07, the terms applicable to deferred payments and, in the case of Senior Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, the Special Record Date for the payment of any Default Interest and any dates required to be established pursuant to ‎ Section 7.01;

(e) whether any premium, upon redemption or otherwise, shall be payable by the Company on Senior Debt Securities of the series;

(f) the place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Senior Debt Securities of such series, at least one

of such Paying Agents having an office or agency in the Borough of Manhattan, The City of New York;

(g) other than with respect to any redemption of the Senior Debt Securities pursuant to ‎ Section 11.08, whether or not such series of Senior Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the period or periods within which, the price or prices at which and the terms and conditions, including any required notice period, upon which, Senior Debt Securities of the series may be redeemed;

(h) the obligation, if any, of the Company to redeem or purchase Senior Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Senior Debt Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(i) if other than denominations of $1,000 and any multiple thereof, the denominations in which Senior Debt Securities of the series in each applicable form shall be issuable;

(j) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Senior Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to ‎ Section 5.02, upon redemption of Senior Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to ‎ Section 5.04;

(k) if Additional Amounts, pursuant to ‎ Section 10.04, will not be payable;

(l) the terms, if any, on which such Senior Debt Securities may or shall be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Senior Debt Securities may or shall be so converted or exchanged;

(m) if other than dollars, provisions, if any, for the Senior Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies and specifying the manner and Place of Payment thereon and any other terms with respect thereto;

(n) if other than the coin or currency in which the Senior Debt Securities of that series are denominated, the coin or currency in which payment

of the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series shall be payable;

(o) if the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Senior Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(p) whether the Senior Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial Holder with respect to such Global Security or Senior Debt Securities;

(q) if the Senior Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Senior Debt Security of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(r) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;

(s) any other Events of Default or covenants with respect to the Senior Debt Securities of such series and if other than as specified in this Amended and Restated Indenture, the terms thereof;

(t) the forms of Senior Debt Securities of the series; and

(u) any other terms of the series (which terms shall not be inconsistent with the provisions of this Amended and Restated Indenture, except as permitted by ‎ Section 9.01(d)).

If the forms of Senior Debt Securities of any series, or any of the terms thereof, are established by action taken pursuant to a Board Resolution, a copy of the Board Resolution in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to ‎ Section 3.03 for the authentication and delivery of such Senior Debt Securities.

Section 3.02 . Denominations. The Senior Debt Securities of each series shall be issuable in such denominations as shall be specified as contemplated by ‎ Section 3.01. In the absence of any such specification with respect to Senior Debt Securities of any series, the Senior Debt Securities of each series shall be issuable in denominations of $1,000 each and any integral multiple thereof. Unless otherwise specified in accordance with ‎ Section 3.01, any Global Security issued

and delivered to the Holder shall be issued in the form of units with each $1,000 principal amount of such Global Security constituting one unit.

Section 3.03 . Execution, Authentication, Delivery and Dating. The Senior Debt Securities shall be executed on behalf of the Company by any Executive Officer. The signature of any Executive Officer on the Senior Debt Securities may be manual or facsimile. Senior Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Senior Debt Securities.

At any time and from time to time after the execution and delivery of this Amended and Restated Indenture, the Company may deliver Senior Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Debt Securities.

In authenticating such Senior Debt Securities and accepting the additional responsibilities under this Amended and Restated Indenture in relation to such Senior Debt Securities, the Trustee shall be entitled to receive (in the case of subparagraph 3.03(b) below only at or before the time of the first request of the Company to the Trustee to authenticate the first Senior Debt Security of the series), and (subject to ‎ Section 6.01) shall be fully protected in relying upon:

(a) the Company Order (x) requesting such authentication and setting forth delivery instructions, and (y) attaching the form of Senior Debt Securities setting forth the terms thereof established pursuant to Section 3.01 of this Amended and Restated Indenture and stating the recitals contained in Section 1.02 of this Amended and Restated Indenture, including that all conditions precedent for the authentication of such Senior Debt Securities have been complied with; and

(b) an Opinion of Counsel stating that (x) the form and terms thereof have been established in conformity with the provisions of this Amended and Restated Indenture and (y) that such Senior Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor’s rights and by general principles of equity.

The Trustee shall not be required to authenticate such Senior Debt Securities if the issue of such Senior Debt Securities pursuant to this Amended and Restated Indenture will affect the Trustee’s own rights, duties or immunities

under the Senior Debt Securities and this Amended and Restated Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each Senior Debt Security shall be dated the date of its authentication.

No Senior Debt Security appertaining thereto shall be entitled to any benefit under this Amended and Restated Indenture or be valid or obligatory for any purpose unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Senior Debt Security shall be conclusive evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered hereunder and that such Senior Debt Security is entitled to the benefits of this Amended and Restated Indenture. Notwithstanding the foregoing, if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Debt Security to the Trustee for cancellation as provided in ‎ Section 3.09, for all purposes of this Amended and Restated Indenture, such Senior Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefit of this Amended and Restated Indenture.

Section 3.04 . Temporary Senior Debt Securities. Pending the preparation of definitive Senior Debt Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Senior Debt Securities substantially of the tenor of the definitive Senior Debt Securities in lieu of which they are issued, which Senior Debt Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Senior Debt Securities shall be issuable as Senior Debt Securities without coupons attached in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Senior Debt Securities may determine, all as evidenced by such execution.

If temporary Senior Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Senior Debt Securities, definitive Senior Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Senior Debt Securities of such series, the temporary Senior Debt Securities of such series shall be exchangeable for definitive Senior Debt Securities of such series containing identical terms and provisions upon surrender of the temporary Senior Debt Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Senior Debt Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Senior Debt Securities of the same series of authorized denominations containing identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Senior Debt Securities of

any series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of rights) under this Amended and Restated Indenture as definitive Senior Debt Securities of such series.

Section 3.05 . Registration, Registration of Transfer and Exchange.

(a) Global Securities. This ‎ Section 3.05 ‎ (a) shall apply to Global Securities unless otherwise specified, as contemplated by ‎ Section 3.01.

Except as otherwise specified, as contemplated by ‎ Section 3.01 hereof, the Senior Debt Securities shall be initially issued and represented by one or more Global Securities, without coupons attached thereto, which shall be authenticated as contemplated by this Amended and Restated Indenture.

Each Global Security authenticated under this Amended and Restated Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Senior Debt Security for all purposes of this Amended and Restated Indenture. Except as otherwise specified, as contemplated by ‎ Section 3.01 hereof, each Global Security authenticated under this Amended and Restated Indenture shall be initially registered in the name of DTC only.

Unless the Global Security is presented by an authorized representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of the Holder and any payment is made to such nominee, any transfer, pledge or other use of the Global Security for value or otherwise shall be wrongful since the registered owner of such Global Security, the nominee of the Holder, has an interest in such Global Security.

Except as otherwise specified, as contemplated by ‎ Section 3.01 hereof, any Global Security shall be exchangeable for definitive Senior Debt Securities only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the relevant Depositary notifies the Trustee that it is unwilling or unable to continue to act as Depositary, (ii) if, in the event of a winding-up of the Company, the Company fails to make a payment on the Senior Debt Securities when due, or (iii) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be exchanged for definitive Senior Debt Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by ‎ Section 3.01, definitive Senior Debt Securities bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and

other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Senior Debt Securities shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided by the Holder to the Trustee.

Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by ‎ Section 3.01, shall be exchangeable for Senior Debt Securities issuable in authorized denominations of a like aggregate principal amount and tenor.

No Global Security may be transferred except as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to a successor of the Holder or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Senior Debt Securities in definitive form and will not be considered the holders thereof for any purpose under this Amended and Restated Indenture.

In the event that a Global Security is surrendered for redemption or exchange for stock or other securities of the Company or another entity or other entities in part pursuant to ‎ Section 11.07, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the Global Security so surrendered.

The Agent Members and any other beneficial owners shall have no rights under this Amended and Restated Indenture with respect to any Global Security held on their behalf by a Holder, and such Holder may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between any such Holder or other clearance service and its Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Amended and Restated Indenture.

In connection with any exchange of interests in a Global Security for definitive Senior Debt Securities of another authorized form, as provided in this ‎ Section 3.05 ‎ (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Senior Debt Securities in aggregate principal

amount equal to the principal amount of such Global Security or the portion to be exchanged executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Senior Debt Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Senior Debt Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this ‎ Section 3.05 shall be exchangeable for Senior Debt Securities issuable in the denominations specified as contemplated by ‎ Section 3.01 and registered in such names as the Holder of such Global Security shall direct. If a definitive Senior Debt Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such definitive Senior Debt Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable.

A Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Amended and Restated Indenture with respect to the Senior Debt Securities.

(b) Except as otherwise specified pursuant to ‎ Section 3.01, Senior Debt Securities of any series may only be exchanged for a like aggregate principal amount of Senior Debt Securities of such series of other authorized denominations containing identical terms and provisions. Senior Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to ‎ Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Senior Debt Security or Senior Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.

Except as otherwise specified pursuant to ‎ Section 3.01, the Company shall cause to be kept in the principal corporate trust office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “ Senior Debt Security Register ” provided , no such Senior Debt Security Register shall be maintained in any office or agency in the United Kingdom other than in Scotland) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Senior Debt Securities and of transfers of such Senior Debt Securities. Except as otherwise specified pursuant to ‎ Section 3.01, the Trustee is hereby appointed “ Senior Debt Security Registrar ” for the purpose of registering Senior Debt Securities and transfers of Senior Debt Securities as herein provided.

Senior Debt Securities shall be transferable only on the Senior Debt Security Register. Upon surrender for registration of transfer of any Senior Debt Security of any series, together with the form of transfer endorsed on it, duly completed and executed at an office or agency of the Company designated pursuant to ‎ Section 10.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver to the address specified in the formal transfer, within three Business Days, in the name of the designated transferee or transferees, one or more new Senior Debt Securities of the same series of any authorized denominations containing identical terms and provisions, of a like aggregate principal amount.

If only part of a Senior Debt Security is transferred, a new Senior Debt Security of an aggregate principal amount equal to the amount not being transferred shall be executed by the Company, and authenticated and delivered by the Trustee to the transferor, in the name of the transferor, within three Business Days after the Trustee acting as Paying Agent pursuant to ‎ Section 10.02 receives the Senior Debt Security. The new Senior Debt Security will be delivered to the transferor by uninsured post at the risk of the transferor to the address of the transferor appearing in the Senior Debt Security Register. A new Senior Debt Security of an aggregate principal amount equal to the amount being transferred shall be delivered by the Trustee to the transferee, in the name of the transferee, within three Business Days after the Trustee acting as Paying Agent pursuant to ‎ Section 10.02 receives the Senior Debt Security. The new Senior Debt Security will be delivered to the transferee by uninsured post at the risk of the transferee to the address of the transferee specified in the form of transfer.

All Senior Debt Securities issued upon any registration of transfer or exchange of Senior Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Amended and Restated Indenture, as the Senior Debt Securities surrendered upon such registration of transfer or exchange.

Every Senior Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Senior Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Senior Debt Securities, other than exchanges pursuant to Section ‎ 3.04, ‎ 9.06 or ‎ 11.07 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange any Senior Debt Security of any series during a period beginning at the

opening of business 15 days before the day of the giving of a notice of redemption of Senior Debt Securities of such series selected for redemption under ‎ Section 11.03 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Senior Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Senior Debt Securities being redeemed in part.

Section 3.06 . Mutilated, Destroyed, Lost and Stolen Senior Debt Securities. If any mutilated Senior Debt Security (including any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Senior Debt Security, authenticate and deliver in exchange therefor a new Senior Debt Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Senior Debt Security (including any Global Security) and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Senior Debt Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Senior Debt Security a new Senior Debt Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Senior Debt Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Senior Debt Security, pay such Senior Debt Security.

Upon the issuance of any new Senior Debt Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Senior Debt Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Debt Security shall constitute an original additional contractual obligation of the Company whether or not the destroyed, lost or stolen Senior Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Amended and Restated Indenture equally and proportionately with any and all other Senior Debt Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt Securities.

Section 3.07 . Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by ‎ Section 3.01 with respect to any series of Senior Debt Securities, interest, if any, on any Senior Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid, to the Holder at the close of business on the Regular Record Date for such interest including through a Paying Agent of the Company designated pursuant to ‎ Section 3.01 outside the United Kingdom for collection by the Holder.

In the case of Senior Debt Securities where payment is to be made in dollars, payment at any Paying Agent’s office outside The City of New York will be made in dollars by check drawn on, or, at the request of the Holder, by transfer to a dollar account maintained by the payee with, a bank in The City of New York.

In the case of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to ‎ Section 3.01.

Any interest on any Senior Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called “ Default Interest ”. Default Interest on any Senior Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Default Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Default Interest to the Persons in whose names the Senior Debt Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Default Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Default Interest proposed to be paid on each Senior Debt Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Default Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Default Interest as in this clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such Default Interest in respect of such Senior Debt Securities of such series which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after it delivers to the Trustee notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Default Interest and the Special Record Date therefor to be given in the manner and to the extent provided in ‎ Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Default Interest on the Senior Debt Securities of such series and the Special Record Date therefor having been so

given, such Default Interest on the Senior Debt Securities of such series shall be paid in the case of Senior Debt Securities to the Persons in whose names such Senior Debt Securities (or their respective Predecessor Securities) are registered in the Senior Debt Security Register at the close of business on the Special Record Date, and such Default Interest shall no longer be payable pursuant to the following clause (b); or

(b) The Company may make payment of any Default Interest on the Senior Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Senior Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Senior Debt Security delivered under this Amended and Restated Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Senior Debt Security.

Section 3.08 . Persons Deemed Owners. Prior to due presentment of a Senior Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Senior Debt Security is registered as the owner of such Senior Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to ‎ Section 3.07) interest, if any, on such Senior Debt Security and for all other purposes whatsoever, whether or not such Senior Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.09 . Cancellation. All Senior Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Senior Debt Securities previously authenticated and delivered hereunder and all Senior Debt Securities so delivered shall be promptly cancelled by the Trustee. No Senior Debt Securities shall be authenticated in lieu of or in exchange for any Senior Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Senior Debt Securities of any series or pursuant to the provisions of this Amended and Restated Indenture. The Trustee shall deliver to the Company all cancelled Senior Debt Securities held by the Trustee.

Section 3.10 . Computation of Interest. Except as otherwise specified pursuant to ‎ Section 3.01 for Senior Debt Securities of any series, payments of

interest on the Senior Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11 . CUSIP Numbers. The Company in issuing any series of the Senior Debt Securities may use “CUSIP”, “ISIN” and/or “Common Code” numbers (if then generally in use) or any successor to such numbers and thereafter with respect to such series, the Trustee shall use “CUSIP”, “ISIN” and/or “Common Code” numbers or successor numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Senior Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP”, “ISIN” and/or “Common Code” numbers or successor numbers.

Section 3.12 . Additional Senior Debt Securities. The Company may, from time to time, without the consent of the Holders of the Senior Debt Securities of any series, issue additional Senior Debt Securities of one or more of the series of Senior Debt Securities issued under this Amended and Restated Indenture (“ Additional Senior Debt Securities ”); provided, however, that if such Additional Senior Debt Securities are not fungible with the Senior Debt Securities of the applicable series for U.S. federal income tax purposes, the Additional Debt Securities will have a separate CUSIP, ISIN and/or Common Code (as the case may be) from those used for the original Senior Debt Securities of such series. Any such Additional Senior Debt Securities, together with the Senior Debt Securities of the applicable series, will constitute a single series of Senior Debt Securities under this Amended and Restated Indenture and shall be included in the definition of “Senior Debt Securities” in this Amended and Restated Indenture where the context requires.

Section 3.13 . Correction of Minor Defects in or Amendment of Senior Debt Securities. If, after issuance of any Senior Debt Security (including any Global Security), the Company or the Trustee shall become aware of any ambiguity, defect or inconsistency in any term thereof, the Company and the Trustee agree to amend such Senior Debt Security as contemplated by Section 9.01(l), and the parties hereto shall provide for the execution, authentication, deliver and dating of one or more replacement Senior Debt Securities or Global Securities, as the case may be, pursuant to ‎ Section 3.03 hereto.

ARTICLE 4

Satisfaction and Discharge

Section 4.01 . Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company Request

cease to be of further effect with respect to Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of Senior Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series when

(a) either

(i) all Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎ Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in ‎ Section 10.03) have been delivered to the Trustee for cancellation; or

(ii) all such Senior Debt Securities not theretofore delivered to the Trustee for cancellation

(A) have become due and payable or will become due and payable at their Stated Maturity within one year, or

(B) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or

(C) are to be exchanged for stock or other securities of the Company or another entity or other entities and notice of exchange of such Senior Debt Securities for stock or other securities of the Company or another entity or other entities shall have been given,

and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations (with respect to Senior Debt Securities denominated in dollars) or Foreign Government Securities with respect to Senior Debt Securities denominated in the same Foreign Currency) maturing, in the case of (A) and (B) above, as to principal and interest, if any, and, in the case of (C) above, as to interest, if any, in such amounts and at such times as will ensure the availability of cash sufficient to pay and discharge all claims with respect to such Senior Debt Securities not theretofore delivered to the Trustee for cancellation, in the case of (A) and (B) above, for principal (and premium, if any) and accrued interest, if any, and, in the case of (iii) above, as to accrued interest,

if any, to the date of such deposit (in the case of Senior Debt Securities which have become due and payable) or to the Redemption Date;

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities of such series; and

(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series have been complied with.

Notwithstanding any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under ‎ Section 6.07, the obligations of the Trustee to any Authenticating Agent under ‎ Section 6.14 and, if cash, U.S. Government Obligations and/or Foreign Government Securities shall have been deposited with the Trustee pursuant to subclause 4.01(a)(ii) of clause 4.01(a) of this Section, the obligations of the Trustee under ‎ Section 4.02 and the last paragraph of ‎ Section 10.03 shall survive such satisfaction and discharge, including any termination under any bankruptcy law.

Section 4.02 . Application of Trust Money. Subject to the provisions of the last paragraph of ‎ Section 10.03, all cash, U.S. Government Obligations and Foreign Government Securities deposited with the Trustee pursuant to ‎ Section 4.01 shall be held in trust and such cash and the proceeds from such U.S. Government Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the provisions of the Senior Debt Securities of such series, and this Amended and Restated Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign Government Securities have been deposited with the Trustee.

Section 4.03 . Repayment to Company. The Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company upon Company Request any excess money, U.S. Government Obligations and/or Foreign Government Securities held by them at any time with respect to any series of Senior Debt Securities.

ARTICLE 5

Remedies

Section 5.01 . Events of Default. “ Event of Default ”, wherever used herein with respect to Senior Debt Securities of a particular series, means (i) that,

whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as otherwise provided as contemplated by ‎ Section 3.01 with respect to any series of Senior Debt Securities, the Company failed to pay any principal or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the Trustee to the Company or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-payment to be made good, (ii) the making of an order by an English court of competent jurisdiction which is not successfully appealed within 30 days of the making of such order, or the valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the Company (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency), (iii) any other Event of Default provided with respect to Senior Debt Securities of such series pursuant to ‎ Section 3.01 or (iv) the default in the performance, or breach, of any covenant or warranty of the Company in this Amended and Restated Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this ‎ Section 5.01 specifically dealt with) provided, that default or breach has not been remedied within 60 days of receipt by the Company and the Trustee from the Holders of at least 25% aggregate principal amount of the Outstanding Senior Debt Securities of that series of a written notice requiring the breach to be remedied or written notice from the Trustee to the Company certifying that in its opinion the default or breach is materially prejudicial to the interests of the Holders of the Senior Debt Securities of that series and requiring the breach to be remedied.

Section 5.02 . Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Senior Debt Securities of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series may declare the principal amount (or, in the case of Original Issue Discount Securities, the accreted face amount together with accrued interest, if any, on) of all the Senior Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice

to the Company and the Trustee, may rescind or annul such declaration of acceleration and its consequences (including any Event of Default under another series of Senior Debt Securities arising therefrom) but only if

(a) the Company has paid or deposited with the Trustee a sum sufficient to pay

(i) the principal of (and premium, if any, on) any Senior Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any due and payable interest, and overdue interest, if any, thereon at the rate or rates prescribed therefor in such Senior Debt Securities,

(ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b) all Events of Default with respect to Senior Debt Securities of such series have been cured or waived as provided by ‎ Section 5.13.

No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.

Section 5.03 . Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that, if the Company fails to pay any principal or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the Trustee to the Company or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-payment to be made good, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Debt Securities, the whole amount then due and payable on such Senior Debt Securities for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any), at the rate or rates prescribed therefor in such Senior Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Senior Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Senior Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Amended and Restated Indenture or in aid of the exercise of any power granted herein, or to enforce any

other proper remedy, including the institution of proceedings in Scotland (but not elsewhere) for the winding-up of the Company.

The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination of accounts with respect to the Senior Debt Securities or this Amended and Restated Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding up of the Company.

Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt Securities if such payment is withheld or refused (i) in order to comply with any law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment, or (ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of such period of 14 days by independent legal advisers acceptable to the Trustee, provided , however , that the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days after the Trustee gives written notice to the Company informing it of such resolution.

No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon and no recourse under or upon any obligation, covenant or agreement of the Company in this Amended and Restated Indenture, or in any Senior Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Amended and Restated Indenture and the issue of the Senior Debt Securities.

Notwithstanding any contrary provisions, nothing shall impair the right of a Holder, absent the Holder’s consent, to sue for any payments due but unpaid with respect to the Senior Debt Securities.

Section 5.04 . Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Senior Debt Securities of any series or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Senior Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys and other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Senior Debt Security to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under ‎ Section 6.07.

Subject to Article Eight and ‎ Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of any Senior Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting any Senior Debt Securities or the rights of any Holder of any Senior Debt Security or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding.

Section 5.05 . Trustee May Enforce Claims Without Possession of Senior Debt Securities. All rights of action and claims under this Amended and Restated Indenture or the Senior Debt Securities may be prosecuted and enforced by the Trustee without the possession of any of the Senior Debt Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders of the Senior Debt Securities in respect of which such judgment has been recovered.

Section 5.06 . Application of Money Collected. Any money collected by the Trustee pursuant to this Article in respect of any series of Senior Debt Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any, upon presentation of such Senior Debt Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts applicable to such series of Senior Debt Securities due and owing to the Trustee under ‎ Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Senior Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Senior Debt Securities for principal (and premium, if any) and interest, if any, respectively; and

THIRD: To the payment of the balance, if any, to the Company or any other Person or Persons legally entitled thereto.

Section 5.07 . Limitation on Suits. No Holder of any Senior Debt Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Amended and Restated Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Senior Debt Securities of the same series specifying such Event of Default and stating that such notice is a “ Notice of Default ” hereunder;

(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;

(c) such Holder of a Senior Debt Security has offered to the Trustee indemnity and/or security satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such series;

it being understood and intended that no one or more Holders of Senior Debt Securities of a particular series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Amended and Restated Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Amended and Restated Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Senior Debt Securities of such series.

Section 5.08 . Unconditional Right of Holders to Receive Principal, Premium and Interest, If Any. Notwithstanding any other provision in this Amended and Restated Indenture, the Holder of any Senior Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to ‎ Section 3.07) interest, if any, on such Senior Debt Security on the respective Stated Maturities as expressed in such Senior Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

Section 5.09 . Restoration of Rights and Remedies. If the Trustee or any Holder of any Senior Debt Security has instituted any proceeding to enforce any right or remedy under this Amended and Restated Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of Senior Debt Securities shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Senior Debt Securities shall continue as though no such proceeding had been instituted.

Section 5.10 . Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt Securities in the last paragraph of ‎ Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Senior Debt Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11 . Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Senior Debt Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Senior Debt Securities may be exercised from time to time, and as

often as may be deemed expedient, by the Trustee or by the Holders of Senior Debt Securities, as the case may be.

Section 5.12 . Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Senior Debt Securities of such series, provided that

(a) such direction shall not be in conflict with any rule of law or with this Amended and Restated Indenture;

(b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Senior Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and

Section 5.13 . Waiver of Past Defaults. The Trustee may without prejudice to its rights in respect of any subsequent Event of Default from time to time and at any time waive any Event of Default or authorize any proposed Event of Default by the Company, provided that in its opinion the interests of the Holders shall not be materially prejudiced thereby and, provided further, that the Trustee shall not exercise any powers conferred on it by this clause in contravention of any notice in writing to the Company and the Trustee made pursuant to ‎ Section 5.02 hereof but so that no such notice shall affect any waiver or authorization previously given or made. The Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series may on behalf of the Holders of all the Senior Debt Securities of such series waive any past Event of Default hereunder with respect to such series and its consequences, except an Event of Default:

(a) in the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security of such series, or

(b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Senior Debt Security of such series affected.

Upon any such waiver, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Amended and Restated Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Section 5.14 . Undertaking for Costs. All parties to this Amended and Restated Indenture agree, and each Holder of any Senior Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Amended and Restated Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Senior Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security on or after the respective Stated Maturities expressed in such Senior Debt Security (or, in the case of redemption, on or after the Redemption Date).

ARTICLE 6

The Trustee

Section 6.01 . Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Amended and Restated Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Amended and Restated Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this ‎ Section 6.01.

Section 6.02 . Notice of Defaults. Within 90 days after the occurrence of any Event of Default hereunder with respect to Senior Debt Securities of any series of which a Responsible Officer of the Trustee has written notice of such Event of Default the Trustee shall transmit in the manner and to the extent provided in ‎ Section 1.06 to Holders of Senior Debt Securities of such series notice of such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived; provided , however , that, the Trustee shall be protected in withholding such notice if it determines in good faith that the withholding of such notice is in the interest of the Holders of Senior Debt Securities of such series.

Section 6.03 . Certain Rights of Trustee. Subject to the provisions of ‎ Section 6.01:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Amended and Restated Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Amended and Restated Indenture at the request or direction of any of the Holders pursuant to this Amended and Restated Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the reasonable expense of the Company and shall incur no liability by reason of such inquiry or investigation; provided that the Trustee shall not be entitled to such information which the Company is prevented from disclosing as a matter of law or contract;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the

part of any agent (other than an officer or employee of the Trustee) or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable with respect to any Losses arising from action taken or omitted to be taken by it in good faith in accordance with any instruction or communication received by email from any person reasonably believed by the Trustee to be authorized by the Company to send such instruction or communication;

(i) the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee;

(j) the Trustee shall not be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action;

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and

(l) the Trustee shall not be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Amended and Restated Indenture.

Section 6.04 . Not Responsible for Recitals or Issuance of Senior Debt Securities. The recitals contained herein and in the Senior Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Amended and Restated Indenture or of the Senior Debt Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Amended and Restated Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Senior Debt Securities or the proceeds thereof.

Section 6.05 . May Hold Senior Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Senior Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any

other capacity, may become the owner or pledgee of Senior Debt Securities and, subject to Sections ‎ 6.08 and ‎ 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Senior Debt Security Registrar , Calculation Agent or such other agent.

Section 6.06 . Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.07 . Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed upon in writing by the Company from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence or bad faith;

(c) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense (including legal fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder but excluding any tax liabilities of the Trustee in respect of its net profits; and

(d) the fees, costs and expenses of the Trustee and its counsel incurred in connection with services rendered by the Trustee under Section 5.01(ii) hereof shall constitute administration expenses in any bankruptcy proceeding.

The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly after a Responsible Officer of the Trustee becomes aware of such commencement (provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense

thereof, including the employment of counsel reasonably satisfactory to the Trustee. If the Company and the Trustee are being represented by the same counsel and the Company has assumed the defense of the claim, the Trustee shall not be authorized to settle a claim without the written consent of the Company, which consent shall not be unreasonably withheld.

If the Trustee is represented by separate counsel due to a conflict of interest or its need for separate representation due to a need to assert defenses which are different from the Company’s in the Trustee’s sole discretion, the Trustee shall be entitled to enter into any settlement without the written consent of the Company and any and all fees, cost and expenses of such separate legal representation of the Trustee will be paid by the Company.

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a senior lien to which the Senior Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on the Senior Debt Securities.

Section 6.08 . Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Amended and Restated Indenture.

Section 6.09 . Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State or District of Columbia authority and, if there be such corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in the Borough of Manhattan, The City of New York, New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this ‎ Article 6.

Section 6.10 . Resignation and Removal; Appointment of Successor. (2) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of ‎ Section 6.11.

(b) The Trustee may resign at any time with respect to the Senior Debt Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by ‎ Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.

(c) The Trustee may be removed at any time with respect to the Senior Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by ‎ Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.

(d) If at any time:

(i) the Trustee shall fail to comply with ‎ Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest for at least six months, or

(ii) the Trustee shall cease to be eligible under ‎ Section 6.09 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or

(iv) the Trustee shall fail to perform its obligations to the Company under the Amended and Restated Indenture in any material respect,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to any or all series of Senior Debt Securities or (B) subject to ‎ Section 5.14 (and except in the case of subparagraph 6.10(d)(iv) above), any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months (and, in the case of ‎ Section 6.10(d)(i) above, who is a Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of

competent jurisdiction for the removal of the Trustee with respect to all Senior Debt Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Senior Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Senior Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Senior Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Senior Debt Securities of any particular series), and shall comply with the applicable requirements of ‎ Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Senior Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of ‎ Section 6.11, become the successor Trustee with respect to the Senior Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Senior Debt Securities of any series shall have been so appointed by the Company or the Holders of Senior Debt Securities of such series and accepted appointment in the manner hereinafter required by ‎ Section 6.11, any Holder who has been a bona fide Holder of a Senior Debt Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Senior Debt Securities of any series and each appointment of a successor Trustee with respect to the Senior Debt Securities of any series in the manner and to the extent provided in ‎ Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Senior Debt Securities of such series and the address of its Corporate Trust Office.

Section 6.11 . Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with respect to all Senior Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor

Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Senior Debt Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Senior Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Senior Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Senior Debt Securities of such series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this ‎ Section 6.11, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this ‎ Article 6. Notwithstanding anything to the contrary contained herein all of the rights, immunities and indemnities given to the retiring Trustee hereunder, including without limitation, those in Section 6.07 shall survive the resignation of the retiring Trustee and any other termination of this Amended and Restated Indenture.

Section 6.12 . Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Senior Debt Securities.

Section 6.13 . Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Senior Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.14 . Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of Senior Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Senior Debt Securities of such series upon original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Senior Debt Securities, and Senior Debt Securities so authenticated shall be entitled to the benefits of this Amended and Restated Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Amended and Restated Indenture to the authentication and delivery of Senior Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in

accordance with the provisions of this ‎ Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this ‎ Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this ‎ Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Senior Debt Securities in the manner and to the extent provided in ‎ Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this ‎ Section 6.14.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ‎ Section 6.14.

If an appointment with respect to one or more series is made pursuant to this Section, the Senior Debt Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantively the following form:

This is one of the Senior Debt Securities referred to in the within-mentioned Amended and Restated Indenture.

	THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee
	By:
		as Authenticating Agent

	By:
		as Authenticating Agent

ARTICLE 7

Holders Lists and Reports by Trustee and Company

Section 7.01 . Company to Furnish Trustee Names and Addresses of Holders. The Company, with respect to any series of Senior Debt Securities, will furnish or cause to be furnished to the Trustee

(a) quarterly, not more than 15 days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Senior Debt Securities and Senior Debt Securities on which interest is paid less frequently than quarterly as contemplated by ‎ Section 3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Senior Debt Securities as of such Regular Record Date or such specified date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

The Company need not furnish or cause to be furnished to the Trustee pursuant to this ‎ Section 7.01 the names and addresses of Holders of Senior Debt Securities so long as the Trustee acts as Senior Debt Security Registrar with respect to such series of Senior Debt Securities.

Section 7.02 . Preservation of Information; Communication to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in ‎ Section 7.01 and (ii) received by the

Trustee in its capacity as Paying Agent or Senior Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in ‎ Section 7.01 upon receipt of a new list so furnished.

(b) The rights of the Holders of Senior Debt Securities of any series to communicate with other Holders with respect to their rights under this Amended and Restated Indenture or under the Senior Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder, by receiving and holding a Senior Debt Security, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with ‎ Section 7.02 ‎ (b) or otherwise made pursuant to the Trust Indenture Act.

Section 7.03 . Reports by Trustee.

(a) On or before May 15 in each year following the date hereof, so long as any Senior Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act a brief report dated as of a date required by and in compliance with the Trust Indenture Act.

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee has been notified that the Senior Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Senior Debt Securities are listed on any securities exchange.

(c) The Company will furnish the Trustee with interim and annual reports and upon receipt thereof, the Trustee will mail such reports to all record holders of Senior Debt Securities. In addition, the Company will furnish the Trustee with all notices of meetings at which holders of Senior Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available to holders of Senior Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection by holders of Senior Debt Securities in such manner as the Company may determine and, in the case of any notice received by the Trustee in respect of any meeting at which holders of Senior Debt Securities of a particular series are entitled to vote, will mail to all such record holders of Senior Debt Securities, at the Company’s expense, a notice containing a summary of the information set forth in such notice of meeting.

Section 7.04 . Reports by the Company. The Company shall:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate);

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Amended and Restated Indenture as may be required from time to time by such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate); and

(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE 8

Consolidation, Merger, Conveyance or Transfer

Section 8.01 . Company May Consolidate, Etc. Only on Certain Terms. The Company may, without the consent of Holders of any Senior Debt Securities of any series Outstanding under this Amended and Restated Indenture, consolidate or amalgamate with or merge into any other corporation or convey or

transfer or lease its properties and assets substantially as an entirety to any Person, provided that :

(a) the corporation formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety (i) shall be a company organized and existing under the laws of the United Kingdom or any political subdivision thereof, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any), interest and Additional Amounts, if any, on all the Senior Debt Securities in accordance with the provisions of such Senior Debt Securities and this Amended and Restated Indenture and the performance of every covenant of this Amended and Restated Indenture on the part of the Company to be performed or observed; and

(b) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 8.02 . Successor Corporation Substituted. Upon any consolidation, amalgamation or merger by the Company into any other corporation or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with ‎ Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company, under this Amended and Restated Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Amended and Restated Indenture and the Senior Debt Securities.

Section 8.03 . Assumption of Obligations. With respect to the Senior Debt Securities of any series, a wholly-owned Subsidiary of the Company (a “ successor entity ”) may without the consent of any Holder assume the obligations of the Company (or any corporation which shall have previously assumed the obligations of the Company) for the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on any series of Senior Debt Securities in accordance with the provisions of such Senior Debt Securities and this Amended and Restated Indenture and the performance of every covenant of this Senior Debt Security Indenture and such series of Senior Debt Securities on the part of the Company to be performed or observed, provided that :

(a) the successor entity shall expressly assume such obligations by an amendment to the Amended and Restated Indenture, executed by the Company

and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to the Amended and Restated Indenture, unconditionally guarantee (such guarantee shall be given on a Senior basis) all of the obligations of such successor entity under the Senior Debt Securities of such series and the Amended and Restated Indenture as so modified by such amendment ( provided , however , that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable pursuant to ‎ Section 10.04 in respect of the Senior Debt Securities, references to such successor entity’s country of organization and tax residence will be added to references to the United Kingdom in the definition of “Taxing Jurisdiction”);

(b) such successor entity shall confirm in writing in such amendment to the Amended and Restated Indenture that such successor entity will pay all Additional Amounts, if any, payable pursuant to section 10.04 in respect of all the Senior Debt Securities ( provided, however, that for these purposes such successor entity’s country of organization and tax residence will be substituted for the references to the United Kingdom in the definition of “Taxing Jurisdiction”);

(c) immediately after giving effect to such assumption of obligations, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied with.

Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Amended and Restated Indenture with respect to any such Senior Debt Securities with the same effect as if such successor entity had been named as the Company in this Amended and Restated Indenture (provided, however, that if the successor entity’s jurisdiction of incorporation or tax residence is not the United Kingdom, the right of the successor entity to redeem the Senior Debt Securities of the relevant series pursuant to ‎ Section 11.08 shall only apply with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the successor’s jurisdiction of incorporation or tax residence which occurs after the date of assumption), and the Company or any legal and valid successor corporation which shall theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such Senior Debt Securities except as provided in clause (a) of this ‎ Section 8.03.

ARTICLE 9

Supplemental Indentures

Section 9.01 . Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Senior Debt Securities;

(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Senior Debt Securities (and, if such covenants are to be for the benefit of less than all series of Senior Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;

(d) to add to, change or eliminate any of the provisions of this Amended and Restated Indenture, or any supplemental indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Senior Debt Security of any series created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the benefit of such provision, and adversely affected by such addition, change or elimination;

(e) to secure the Senior Debt Securities;

(f) to establish the form or terms of Senior Debt Securities of any series as permitted by Section ‎ 2.01 or ‎ 3.01;

(g) to change any Place of Payment, so long as the Place of Payment as required by ‎ Section 3.01 is maintained;

(h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture;

(i) to make any other provisions with respect to matters or questions arising under this Amended and Restated Indenture, provided such action shall not adversely affect the interests of the Holders of Senior Debt Securities of any series in any material respect;

(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Debt Securities of one

or more series and to add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of ‎ Section 6.11(b);

(k) to change or eliminate any provision of this Amended and Restated Indenture as permitted by ‎ Section 1.07; or

(l) with respect to any Senior Debt Security (including a Global Security) issued on or after September 13, 2011, to amend any such Senior Debt Security to conform to the description of the terms of such Senior Debt Security in the prospectus, prospectus supplement, product supplement, pricing supplement or any other similar offering document related to the offering of such Senior Debt Security.

Section 9.02 . Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of each series affected by such supplemental Amended and Restated Indenture (voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Amended and Restated Indenture or of modifying in any manner the rights of the Holders of Senior Debt Securities of such series under this Amended and Restated Indenture; provided, however , that no such supplemental indenture may, without the consent of the Holder of each Outstanding Senior Debt Security affected thereby,

(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Senior Debt Security, reduce the principal amount thereof or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to ‎ Section 5.02, or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant to ‎ Section 10.04 (except as contemplated by ‎ Section 8.01(a) and permitted by ‎ Section 9.01(a)) on the Senior Debt Securities, or the currency of payment of the principal amount of, premium, if any, or interest on, any such Senior Debt Security, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

(b) reduce the percentage in aggregate principal amount of the Outstanding Senior Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Amended

and Restated Indenture or of certain defaults hereunder and their consequences) provided for in this Amended and Restated Indenture, or

(c) modify any of the provisions of this ‎ Section 9.02 or ‎ Section 5.13 except to increase any such percentage or to provide that certain other provisions of this Amended and Restated Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Senior Debt Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections ‎ 6.11(b) and ‎ 9.01(j), or

(d) change in any manner adverse to the interests of the Holders of any Senior Debt Securities the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on the Senior Debt Securities.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Amended and Restated Indenture which has expressly been included solely for the benefit of one or more particular series of Senior Debt Securities, or which modifies the rights of the Holders of Senior Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Amended and Restated Indenture of the Holders of Senior Debt Securities of any other series.

Section 9.03 . Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Amended and Restated Indenture, the Trustee shall be entitled to receive, and (subject to ‎ Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Amended and Restated Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company subject to customary exceptions. The Trustee may, but shall not be obliged to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Amended and Restated Indenture or otherwise.

Section 9.04 . Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Amended and Restated Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Amended and Restated Indenture for all purposes; and every Holder of Senior Debt Securities theretofore or thereafter

authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein.

Section 9.05 . Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06 . Reference in Senior Debt Securities to Supplemental Indentures. Senior Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Senior Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and such Senior Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Senior Debt Securities of such series.

ARTICLE 10

Covenants

Section 10.01 . Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benefit of each series of Senior Debt Securities that it will duly and punctually pay the principal of (and premium, if any) and (subject to ‎ Section 3.07) interest, if any, on the Senior Debt Securities of that series in accordance with the terms of the Senior Debt Securities and this Amended and Restated Indenture.

Section 10.02 . Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Senior Debt Securities an office or agency where Senior Debt Securities of that series may be presented or surrendered for payment, where Senior Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Senior Debt Securities of that series and this Amended and Restated Indenture may be served; provided, however , that at the option of the Company in the case of definitive Senior Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Senior Debt Security Register. With respect to the Senior Debt Securities of any series, such office or agency in each Place of Payment shall be specified as contemplated by ‎ Section 3.01, and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to ‎ Section 3.01, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of Senior Debt Securities of any series and this Amended and Restated Indenture may be served. The Company will give prompt written notice

to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York) where the Senior Debt Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Senior Debt Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 10.03 . Money for Payments to be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Senior Debt Securities of any series, it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if any, if any, on any of the Senior Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Senior Debt Securities, it will, prior to each due date for payment of the principal of (and premium, if any) or interest, if any, on any Senior Debt Securities of that series deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. Unless otherwise specified as contemplated by ‎ Section 3.01, the Trustee shall be the Company’s Paying Agent. The Company will cause each Paying Agent for any series of Senior Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Senior Debt Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any other obligor upon the Senior Debt Securities of that series) in the making of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Senior Debt Securities of that series; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Amended and Restated Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest, if any, on any Senior Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest, if any, have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Senior Debt Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published at least once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company.

Section 10.04 . Additional Amounts. Unless otherwise specified in any Board Resolution, or an Officer’s Certificate, establishing the terms of Senior Debt Securities of a series in accordance with ‎ Section 3.01, all amounts of principal, and premium, if any, and interest, if any, on any series of Senior Debt Securities will be paid by the Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. Unless otherwise specified in any Board Resolution, or an Officer’s Certificate, establishing the terms of Senior Debt Securities of a series in

accordance with ‎ Section 3.01, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholding shall at any time be required by the Taxing Jurisdiction, the Company will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest, if any, on any series of Senior Debt Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of Senior Debt Securities of the particular series, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such Senior Debt Securities had no such deduction or withholding been required; provided , however , that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that:

(i) the Holder or the beneficial owner of the Senior Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on any Senior Debt Security of the relevant series,

(ii) except in the case of a winding-up of the Company in the United Kingdom, the relevant Senior Debt Security is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant Senior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period,

(iv) the Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on such Senior Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge,

(v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to

European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directives,

(vi) the relevant Senior Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Senior Debt Security to another paying agent in a Member State of the European Union, or

(vii) any combination of subclauses (i) through (vi) above;

nor shall Additional Amounts be paid with respect to the principal of, or interest on, the Senior Debt Securities to any Holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder.

Whenever in this Amended and Restated Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or in respect of, any Senior Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Section 10.05 . Corporate Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 10.06 . Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.

Section 10.07 . Original Issue Document. The Company shall provide to the Trustee on a timely basis such information, if any, as the Trustee requires to enable the Trustee to prepare and file any form required to be submitted by the Company with the Internal Revenue Service and the Holders of the Senior Debt

Securities relating to any original issue discount, including, without limitation, Form 1099-OID or any successor form.

ARTICLE 11

Redemption of Senior Debt Securities

Section 11.01 . Applicability of Article. Senior Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to ‎ Section 3.01 for Senior Debt Securities of any series) in accordance with this ‎ Article 11.

Section 11.02 . Election to Redeem; Notice to Trustee. The election of the Company to redeem any Senior Debt Securities shall be evidenced by or pursuant to a Board Resolution. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, the Company shall not less than 5 business days nor more than 60 calendar days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Senior Debt Securities of such series to be redeemed and, if applicable, the tenor of the Senior Debt Securities to be redeemed. In the case of any redemption of Senior Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Senior Debt Securities or elsewhere in this Amended and Restated Indenture, the Company shall furnish the Trustee with respect to such Senior Debt Securities with an Officer’s Certificate evidencing compliance with or waiver of such provision.

Section 11.03 . Selection by Trustee of Senior Debt Securities to be Redeemed. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, if less than all the Senior Debt Securities of any series are to be redeemed, the particular Senior Debt Securities to be redeemed shall be selected not less than 5 business days nor more than 60 calendar days prior to the Redemption Date by the Trustee, from the Outstanding Senior Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Senior Debt Securities of that series or any multiple thereof) of the principal amount of Senior Debt Securities of such series of a denomination larger than the minimum authorized denomination for Senior Debt Securities of that series.

The Trustee shall promptly notify the Company in writing of the Senior Debt Securities selected for redemption and, in the case of any Senior Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Amended and Restated Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Debt Securities shall relate in the case of any Senior Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Senior Debt Security which has been or is to be redeemed.

Section 11.04 . Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, notice of redemption shall be given not less than 5 business days nor more than 60 calendar days prior to the Redemption Date to each Holder of Senior Debt Securities to be redeemed in the manner and to the extent provided in ‎ Section 1.06.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all the Outstanding Senior Debt Securities of any series are to be redeemed, the principal amount of the Senior Debt Securities to be redeemed,

(d) that on the Redemption Date the Redemption Price will become due and payable upon each such Senior Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,

(e) the place or places where such Senior Debt Securities are to be surrendered for payment of the Redemption Price, and

(f) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Senior Debt Securities.

Notice of redemption of Senior Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s Request, by the Trustee in the name and at the expense of the Company.

Section 11.05 . Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in ‎ Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the Senior Debt Securities which are to be redeemed on that date.

Section 11.06 . Senior Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Senior Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the

Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Senior Debt Securities shall cease to accrue interest. Upon surrender of any such Senior Debt Security for redemption in accordance with said notice, such Senior Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest to the Redemption Date; provided, however , that with respect to any Senior Debt Securities, unless otherwise specified as contemplated by ‎ Section 3.01, a payment of interest which is payable on a Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Senior Debt Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date or Special Record Date according to the terms of the Senior Debt Securities and the provisions of ‎ Section 3.07. Senior Debt Securities in definitive form shall be presented for redemption to the Paying Agent.

If any Senior Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Senior Debt Security shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions of ‎ Section 3.07.

Section 11.07 . Senior Debt Securities Redeemed in Part. Any Senior Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, only in the case of Senior Debt Securities, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Senior Debt Security without service charge, a new Senior Debt Security or Senior Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Debt Security so surrendered.

Section 11.08 . Optional Redemption Due to Changes in Tax Treatment. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, the Company will have the option to redeem the Senior Debt Securities of any series in whole as contemplated by ‎ Section 3.01 but not in part, on not less than 5 business days nor more than 60 calendar days’ notice, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such series of Senior Debt Securities to the date fixed for redemption (or, in the case of Original Issue Discount Securities, the accreted face amount thereof, together with accrued interest, if any), if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or

amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to ‎ Section 3.01:

(a) in making payment under the Senior Debt Securities in respect of principal or premium, if any, or interest, if any, it has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

(b) the payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or

(c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).

In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to exercise its right of redemption.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Indenture to be duly executed, all as of the day and year first above written.

THE ROYAL BANK OF SCOTLAND GROUP PLC


By:		/s/ Liam Coleman
	Name:	Liam Coleman
	Title:	Deputy Group Treasurer

[Signature Page to Amended and Restated Indenture]

THE BANK OF NEW YORK MELLON, LONDON BRANCH


By:		/s/ Paul Cattermole
	Name:	Paul Cattermole
	Title:	Vice President

[Signature Page to Amended and Restated Indenture]

Exhibit 4.2

____________________________

THE ROYAL BANK OF SCOTLAND GROUP PLC

as Issuer

and

THE BANK OF NEW YORK MELLON

acting through its London Branch

as Trustee

____________________________

FIRST SUPPLEMENTAL INDENTURE

SERIES A SENIOR NOTES

dated as of September 13, 2011

THE AMENDED AND RESTATED INDENTURE

dated as of September 13, 2011

____________________________

FIRST SUPPLEMENTAL INDENTURE (“ First Supplemental Indenture ”), dated as of September 13, 2011 between THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551 (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.

WITNESSETH

WHEREAS, the Company and the Trustee have executed and delivered an Amended and Restated Indenture dated September 13, 2011 (the “ Amended and Restated Indenture ,” and together with this First Supplemental Indenture, the “ Indenture ”) to provide for the issuance of the Company’s Senior Debt Securities, including Series A Senior Notes (as defined herein);

WHEREAS, the parties hereto desire to establish a series of Senior Debt Securities which shall be a series of medium-term notes referred to as a Series A Senior Notes (the “ Series A Senior Notes ”) and which may be issued from time to time in any number of tranches and any Series A Senior Notes issued as part of this series and any such tranches will constitute a single series of Senior Debt Securities under the Amended and Restated Indenture and shall be included in the definition of “Senior Debt Securities” where the context requires;

WHEREAS, the parties hereto desire to establish the form of the Series A Senior Notes to be endorsed thereon pursuant to Sections 2.01 and 3.01 of the Amended and Restated Indenture and attached hereto as Exhibit A ;

WHEREAS, the Series A Senior Notes shall have such terms as may be established from time to time in respect of any tranche pursuant to Section 3.01 of the Amended and Restated Indenture, including, if specified in the relevant Series A Senior Note, a “Survivor’s Option” for the beneficial holder of the relevant Series A Senior Note;

WHEREAS, Section 9.01(f) of the Amended and Restated Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms or terms of Senior Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Amended and Restated Indenture without the consent of holders;

WHEREAS, Section 9.01(d) of the Amended and Restated Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Amended and Restated Indenture, subject to certain conditions;

WHEREAS, there are no Series A Senior Notes outstanding created prior to the execution of this First Supplemental Indenture;

WHEREAS, the entry into this First Supplemental Indenture, as required by Section 9.01 of the Amended and Restated Indenture, has been authorized pursuant to a Board Resolution; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and whereas all actions required by it to be taken in order to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definition of Terms . For all purposes of this First Supplemental Indenture:

(a) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(b) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Amended and Restated Indenture;

(d) headings are for convenience of reference only and do not affect interpretation; and

(e) for purposes of this First Supplemental Indenture and the Amended and Restated Indenture, the term “series” shall mean the series of Senior Debt Securities designated as Series A Senior Notes and shall include any tranches of Series A Senior Notes issued as part of such series.

ARTICLE 2

FORM OF SERIES A SENIOR NOTES

Section 2.01. Form of Series A Senior Note . The form of any Security that is designated as a Series A Senior Note shall be substantially in the form of Exhibit A to this First Supplemental Indenture or as may be determined from time to time pursuant to Company Orders pursuant to Section 3.01 of the Amended and Restated Indenture and in accordance with Section 3.03 of this First Supplemental Indenture.

ARTICLE 3

THE SERIES A SENIOR NOTES

Section 3.01. Series A Senior Notes Issuable in Tranches . The Series A Senior Notes will be issued as part of the same series and may be issued in any number of tranches. For purposes of this First Supplemental Indenture references to "series" in the Amended and Restated Indenture shall be deemed to refer to a tranche of the Series A Senior Notes where the context so requires.

Section 3.02. Authentication of the Series A Senior Notes . Notwithstanding Section 1.02 of the Amended and Restated Indenture, for purposes of the Series A Senior Notes, including any tranche of Series A Senior Notes, issued under the Amended and Restated Indenture, Section 3.03 of the Amended and Restated Indenture is amended and restated in its entirety and shall read as follows:

Section 3.03 . Execution, Authentication, Delivery and Dating. The Series A Senior Notes shall be executed on behalf of the Company by any Executive Officer. The signature of any Executive Officer on the Series A Senior Notes may be manual or facsimile. Series A Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Series A Senior Notes.

At any time and from time to time after the execution and delivery of this First Supplemental Indenture, the Company may deliver Series A Senior Notes of any tranche executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Series A Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Series A Senior Notes.

In authenticating such Series A Senior Notes and accepting the additional responsibilities under the Amended and Restated Indenture in relation to such Series A Senior Notes, the Trustee shall be entitled to receive (in the case of subparagraph 3.03(b) below only at or before the time of the first request of the Company to the Trustee to authenticate the first Series A Senior Note of the Series A Senior Notes), and (subject to Section 6.01 of the Amended and Restated Indenture) shall be fully protected in relying upon:

(a) the Company Order (x) requesting such authentication and setting forth delivery instructions, and (y) attaching the form of Series A Senior Notes setting forth the terms of such Series A Senior Notes, or a tranche of Series A Senior Notes, established pursuant to Section 3.01 of the Amended and Restated Indenture and stating the recitals contained in

Section 1.02 of the Amended and Restated Indenture, including that all conditions precedent for the authentication of such Series A Senior Notes have been complied with; and

(b) an Opinion of Counsel stating that (x) the form and terms of the Series A Senior Notes have been established in conformity with the provisions of the Amended and Restated Indenture and (y) that such Series A Senior Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor’s rights and by general principles of equity.

The Trustee shall not be required to authenticate such Series A Senior Notes if the issue of such Series A Senior Notes pursuant to this First Supplemental Indenture will affect the Trustee’s own rights, duties or immunities under the Series A Senior Notes and the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each Series A Senior Note shall be dated the date of its authentication.

No Series A Senior Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Series A Senior Note a certificate of authentication substantially in the form provided for in the Amended and Restated Indenture executed by or on behalf of the Trustee by manual signature, and such certificate upon any Series A Senior Note shall be conclusive evidence, and the only evidence, that such Series A Senior Note has been duly authenticated and delivered hereunder and that such Series A Senior Note is entitled to the benefits of the Indenture. Notwithstanding the foregoing, if any Series A Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Series A Senior Note to the Trustee for cancellation as provided in Section 3.09 of the Amended and Restated Indenture, for all purposes of the Indenture, such Series A Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefit of the Indenture.

Section 3.03. Additional Securities; Additional Series A Senior Notes . For purposes of the Series A Senior Notes, including any tranche of Series A Senior Notes, issued under the Indenture, Section 3.12 of the Amended and Restated Indenture is amended and restated in its entirety and shall read as follows:

Section 3.12 . Additional Securities; Additional Series A Senior Notes . The Company may, from time to time, without the consent of the Holders of Senior Debt Securities of any series, issue additional Senior Debt Securities in a new tranche of the series known as Series A Senior Notes, and each such new tranche of Series A Senior Notes shall have a separate CUSIP, ISIN and/or Common Code number, as applicable. The Company may also, from time to time, issue additional Series A Senior Notes in respect of an existing tranche of Series A Senior Notes; provided, however , that such additional Series A Senior Notes must be fungible with any tranche of Series A Senior Notes to which they are being added for U.S. federal income tax purposes or must be issued under a different CUSIP, ISIN and/or Common Code number, as applicable.

Section 3.04. Series A Senior Notes Form a Single Series . Any Series A Senior Notes issued as part of the series of Senior Debt Securities designated as Series A Senior Notes, in as many tranches as may be constituted thereunder, together with any other Series A Senior Notes, will form a part of and constitute a single series of Senior Debt Securities under the Indenture and shall be included in the definition of “Senior Debt Securities” in the Indenture where the context requires.

Section 3.05. Additional Amounts. For purposes of the Series A Senior Notes, including any tranches of Series A Senior Notes, issued under the Indenture, Section 10.04 of the Amended and Restated Indenture is amended and restated in its entirety and shall read as follows:

Section 10.04. Additional Amounts. Unless otherwise provided as contemplated by Section 3.01 of the Amended and Restated Indenture with respect to any tranche of Series A Senior Notes, all amounts of principal, and premium, if any, and interest, if any, on any tranche of Series A Senior Notes will be paid by the Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. Unless otherwise provided as contemplated by Section 3.01 of the Amended and Restated Indenture with respect to any tranche of Series A Senior Notes, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholding shall at any time be required by the Taxing Jurisdiction, the Company will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest, if any, on any tranche of Series A Senior Notes (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of Series A Senior Notes of the particular tranche, after such deduction or withholding, shall equal the respective amounts of

principal, premium, if any, and interest, if any, which would have been payable in respect of such Series A Senior Notes had no such deduction or withholding been required; provided , however , that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that:

(i) the Holder or the beneficial owner of the Series A Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on any Senior Debt Security of the relevant series,

(ii) except in the case of a winding-up of the Company in the United Kingdom, the relevant Series A Senior Note is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant Series A Senior Note is presented (where presentation is required) for payment more than 30 calendar days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 calendar day period, or

(iv) the Holder or the beneficial owner of the relevant Series A Senior Note or the beneficial owner of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on such Series A Senior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directives;

(vi) the relevant Series A Senior Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Series A Senior Note to another paying agent in a Member State of the European Union; or

(vii) any combination of subclauses (i) through (vi) above;

nor shall Additional Amounts be paid with respect to the principal of, or interest on, the Series A Senior Notes to any Holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder.

Whenever in this Amended and Restated Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or in respect of, any Series A Senior Note of any tranche of Series A Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

If at any time Additional Amounts are owed by the Issuer to the owners of beneficial interest in one or more tranches of the Series A Senior Notes, the Issuer shall provide the Trustee with an Officer's Certificate detailing the Additional Amount owed per $1,000 in aggregate principal amount of Series A Senior Notes no later than 3 business days prior to any payment date with respect to such Series A Senior Notes.

Section 3.06. Optional Redemption Due to Tax Treatment . For purposes of the Series A Senior Notes, including any tranches of Series A Senior Notes, issued under the Indenture, Section 11.08 of the Amended and Restated Indenture is amended and restated in its entirety and shall read as follows:

Section 11.08. Optional Redemption Due to Tax Treatment . Unless otherwise provided as contemplated by Section 3.01 of the Amended and Restated Indenture with respect to any tranche of Series A Senior Notes, the Company will have the option to redeem the Series A Senior Notes of any tranche, as a whole but not in part, on not less than 5 business days nor more than 60 calendar days’ notice, on the next Interest Payment Date,

at a redemption price equal to 100% of the principal amount or, in the case of Original Issue Discount Series A Senior Notes, the accreted face amount thereof, together with accrued interest, if any, or, in the case of any other Series A Senior Notes the Company may issue, at the redemption price specified in such Series A Senior Note (and premium, if any, thereon), in each case, together with accrued but unpaid interest, if any, in respect of such tranche of Series A Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such Series A Senior Notes pursuant to Section 3.01:

(a) in making payment under the Series A Senior Notes, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

(b) the payment of interest on the next Interest Payment Date in respect of any of the Series A Senior Notes would be treated as “ a distribution ” within the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or

(c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).

ARTICLE 4

SURVIVOR’S OPTION

Section 4.01. Survivor’s Option . Unless otherwise provided with respect to any series of Series A Senior Notes, if the terms of any Series A Senior Notes established in accordance with Section 3.01 of the Series A Senior Notes Indenture provide that the representative of a beneficial owner of such Series A Senior Notes shall have the option to elect repayment of such Series A Senior Notes following the death of the beneficial owner of such Note (a “ Survivor’s Option ”), so long as such Series A Senior Note was acquired by the beneficial owner of such Series A Senior Note at least six months prior to the date of death, the exercise of the Survivor’s Option shall be subject to the terms of this Article 4; provided , however , that if the terms of any such Series A Senior Note conflicts with any provision of this Article 4, the terms of such Series A Senior Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, as determined in the sole discretion of the Company which shall be evidenced by a written

confirmation to the Trustee, the Company shall repay any Series A Senior Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the “ Representative ”) that has authority to act on behalf of the deceased beneficial owner of a Series A Senior Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Series A Senior Note plus accrued and unpaid interest to the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Series A Senior Notes on the date of such repayment), subject to any limitations set forth in the terms of the applicable Series A Senior Note with respect to such Survivor’s Option with respect to aggregate exercises of Survivor’s Options in any year or on behalf of any one deceased beneficial owner (each, a “ Put Limitation ”). Any Series A Senior Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn.

The death of a person holding a beneficial interest in a Series A Senior Note as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased holder’s spouse, will be deemed to be the death of the beneficial owner of the Series A Senior Note, and the entire principal amount of the Series A Senior Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Series A Senior Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Series A Senior Note, and only the deceased beneficial owner's percentage interest in the principal amount of the Series A Senior Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the person who has authority to act on behalf of the deceased beneficial owner.

The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Series A Senior Note will be deemed to be the death of the beneficial owner of such Series A Senior Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Series A Senior Note, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Series A Senior Note during his or her lifetime.

Tenders of Series A Senior Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Series A

Senior Notes are received by the Trustee on behalf of the Company who will forward on all such Survivor’s Option Documentation (as defined below) to the Company for review and acceptance by the Company which shall be the final determination regarding whether the Survivor's Option Documentation (as defined below) is in acceptable form, except for any Series A Senior Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if any. If, as of the end of any calendar year, the aggregate principal amount of Series A Senior Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, if any, any exercise(s) of the Survivor’s Option with respect to Series A Senior Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Series A Senior Notes (or portions thereof) were originally tendered. Any Series A Senior Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 20 or more calendar days after the date of acceptance, unless otherwise specified pursuant to Section 3.01 of the Amended and Restated Indenture. In the event that a Series A Senior Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the registered holder thereof at its last known address as indicated in the Survivor’s Option Documentation (as defined below), that states the reason such Series A Senior Note (or portion thereof) has not been accepted for payment.

For any Series A Senior Note that is a Global Security, the Depositary or its nominee shall be the holder of such Series A Senior Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Series A Senior Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Series A Senior Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Series A Senior Note is held by the deceased beneficial owner (i) a written request for repayment signed by the Representative, including the address of the Representative and account details to which the repayment pursuant to exercise of the Survivor’s Option shall be made, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or a commercial bank or trust company having an office or correspondent in the United States or medallion guaranteed by a savings bank or credit union; (ii) tender of a Series A Senior Note (or portion thereof) to be repaid; (iii) a certification that (A) the deceased was the beneficial owner of the Series A Senior Note at the time of death and the interest in such Series A Senior Note was acquired by the deceased beneficial holder at least six months prior to the date of such death and, (B) the death of such beneficial owner has occurred and the date of such death and (C) the Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in

such Series A Senior Note is held by a nominee, trustee, custodian or other person in a similar capacity, of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Series A Senior Note; (vi) tax certificates and such other instruments or documents that the Trustee reasonably requires in order to establish the validity of the beneficial ownership of the Series A Senior Notes and the claimant’s entitlement to payment; (vii) any additional information the Trustee requires to evidence satisfaction of any conditions to the exercise of the Survivor’s Option or to document beneficial ownership or authority to make the election and to cause the repayment of the Series A Senior Notes; and (viii) instructions to such broker or other entity to notify the Depositary of such Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option (collectively, the “ Survivor’s Option Documentation ”). Such broker or other entity shall provide to the Trustee and the Trustee will forward to the Company for a final determination that it is in proper form and has been accepted (i) the Survivor’s Option Documentation received from the Representative and (ii) a certificate satisfactory to the Company from such broker or other entity stating that it represents the deceased beneficial owner.

The Company shall confirm in writing (including by e-mail or facsimile) to the Trustee that each such tender of Survivor's Option Documentation has been accepted. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the Survivor’s Option Documentation is in fact received by the Company, the Trustee shall be entitled to fully and conclusively rely on the Company's written acceptance, and shall have no liability whatsoever for the information supplied by a broker or other entity delivering the Survivor’s Option Documentation, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor's Option. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s Option to the appropriate Representative.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Effect of Supplemental Indenture . Upon the execution and delivery of this First Supplemental Indenture by each of the Company and the Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Amended and Restated Indenture shall be supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Amended and Restated Indenture for all purposes in respect of any Series A Senior Notes.

Section 5.02. Other Documents to be Given to the Trustee . As specified in Section 9.03 of the Amended and Restated Indenture and subject to the provisions of Section 6.03 of the Amended and Restated Indenture, the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel

stating the recitals contained in Section 1.02 of the Amended and Restated Indenture, and in the case of such Opinion of Counsel, that this First Supplemental Indenture is permitted by the Amended and Restated Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to Section 1.03 of the Amended and Restated Indenture) valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor’s rights and by general principles of equity as conclusive evidence that this First Supplemental Indenture complies with the applicable provisions of the Amended and Restated Indenture.

Section 5.03. Confirmation of Indenture . The Amended and Restated Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Amended and Restated Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall, in respect of any Series A Senior Notes, be read, taken and construed as one and the same instrument. This First Supplemental Indenture constitutes an integral part of the Amended and Restated Indenture with respect to the Series A Senior Notes. In the event of a conflict between the terms and conditions of the Amended and Restated Indenture and the terms and conditions of this First Supplemental Indenture, the terms and conditions of this First Supplemental Indenture shall prevail with respect to the Series A Senior Notes.

Section 5.04. Concerning the Trustee . The Trustee does not make any representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Amended and Restated Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 5.05. Governing Law . This First Supplemental Indenture, the Series A Senior Notes shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution by the Company of this First Supplemental Indenture and the Series A Senior Notes shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company and the Trustee, as the case may be.

Section 5.06. Separability . In case any provision contained in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.07. Counterparts . This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

THE ROYAL BANK OF SCOTLAND GROUP PLC


By:	/s/ Liam Coleman
	Name:	Liam Coleman
	Title:	Deputy Group Treasurer

[Signature Page to First Supplement Indenture]

THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee


By:	/s/ Paul Cattermole
	Name:	Paul Cattermole
	Title:	Vice President

[Signature Page to First Supplemental Indenture]

EXHIBIT A

FORM OF SERIES A SENIOR NOTE

[FORM OF FACE OF SECURITY]

REGISTERED NOTE	REGISTERED
No. [FXR] / [FLR]	[Principal Amount] CUSIP:

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

THE ROYAL BANK OF SCOTLAND GROUP PLC

SERIES A SENIOR NOTES

[Title of Securities]

ORIGINAL ISSUE DATE:	INITIAL REDEMPTION DATE:	INTEREST RATE:	MATURITY DATE:
INTEREST ACCRUAL DATE:	INITIAL REDEMPTION PERCENTAGE:	INTEREST PAYMENT DATES:	OPTIONAL REPAYMENT DATE:
SPECIFIED CURRENCY:		INTEREST PAYMENT PERIOD:	APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION:
IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN U.S. DOLLARS:	REDEMPTION NOTICE PERIOD:	APPLICABILITY OF ANNUAL INTEREST PAYMENTS:	IF YES, STATE ISSUE PRICE:
EXCHANGE RATE AGENT:	OPTIONAL REDEMPTION DATE:	TAX REDEMPTION:	ORIGINAL YIELD TO MATURITY:
BASE RATE:	SPREAD:	SPREAD MULTIPLIER	REPORTING SERVICE:
MINIMUM INTEREST:	MAXIMUM INTEREST:	SURVIVOR’S OPTION:

OTHER PROVISIONS:

The Royal Bank Of Scotland Group plc, a public limited company incorporated in Scotland, (the “ Issuer ,” which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to Cede & Co., or registered assignees, the [principal sum][Payment at Maturity] as provided herein, on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon, if provided for on the face of this Note, at the Interest Rate per annum specified above, from and including the Interest Accrual Date specified above weekly, monthly, quarterly, semiannually or annually in arrears as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing on the Interest Payment Date next succeeding the Interest Accrual Date specified above, and at the Maturity Date (or on any redemption or repayment date); provided , however , that if the Interest Accrual Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest Payment Date.

Interest on this Note, if any, will accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until, but excluding the date the principal hereof has been paid or duly made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the holder in whose name this Note is registered on

the date which is 15 calendar days prior to such Interest Payment Date (each such date a “ Record Date ”; provided that if such fifteenth day is not a Business Day, the Record Date will be the next succeeding Business Day).

Unless otherwise specified on the face of this Note, payment of the principal amount of (and premium, if any), and any interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder.

As used herein, “ Business Day ” means any weekday that is not a legal holiday in New York, New York, London, England, or any other place of payment of the note, and is not a date on which banking institutions in those cities are authorized or required by law or regulation to be closed.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

	THE ROYAL BANK OF SCOTLAND GROUP PLC


Dated:	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Series A Senior Notes referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON, as Trustee


Dated:	By:
		Authorized Signatory:

[FORM OF REVERSE OF SECURITY]

This note (the “ Note ”) is one of a duly authorized issue of Series A Senior Notes (the “ Series A Senior Notes ”) of the Issuer. The Notes are issuable under a Amended and Restated Indenture dated as of September 13, 2011 among the Issuer and The Bank of New York Mellon, as trustee (the “ Trustee ,” which term includes any successor trustee for the Notes under the Indenture), as supplemented by the First Supplemental Indenture dated as of September 13, 2011 among the Issuer and the Trustee (such Amended and Restated Indenture supplemented by such First Supplemental Indenture and as may be supplemented or amended from time to time, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

The Company may, from time to time, without the consent of the holders of the Notes or senior debt securities (the “ Senior Debt Securities ”) of any series issued under the Indenture, issue additional Senior Debt Securities in a new tranche of the series known as Series A Senior Notes, and each such new tranche of Series A Senior Notes will be issued under a separate CUSIP, ISIN and/or Common Code number, as applicable. The Company may also, from time to time, issue additional Series A Senior Notes in respect of an existing tranche of Series A Senior Notes; provided, however , that such additional Series A Senior Notes must be fungible with any tranche of Series A Senior Notes to which they are being added for U.S. federal income tax purposes or must be issued under a different CUSIP, ISIN and/or Common Code number, as applicable. Any Series A Senior Notes, together with this Note, issued under the Indenture as part of the series of Senior Debt Securities designated as Series A Senior Notes, in as many tranches as may be constituted under the Indenture, together with any other Series A Senior Notes, will form a part of and constitute a single series of Senior Debt Securities under the Indenture. The Notes will initially be issued in the form of one or more global Notes (each, a “ Global Senior Note ”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive Series A Senior Notes.

The Series A Senior Notes will constitute unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu without any preference among themselves.

If an Event of Default with respect to the Series A Senior Notes shall have occurred and be continuing, the Trustee or the holder or holders of not less than 25% in aggregate principal amount of the Outstanding Series A Senior Notes may declare the principal amount of, and any accrued interest on, all the Series A Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture.

If an Event of Default with respect to the Series A Senior Notes shall have occurred and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Series A Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise of any power granted thereon, or to enforce any other proper remedy, including the institution of proceedings in Scotland (but not elsewhere) for the winding up of the Company, respectively.

By acceptance of this Note, the holder will be deemed to have waived any right of set-off or counterclaim with respect to such Notes that they might otherwise have against the Company, whether before or during a winding-up of the Company.

The Bank of New York Mellon, at its corporate trust office in The City of New York, acts as the paying agent (the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Note.

Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Unless otherwise provided on the face hereof, interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months.

In the case where the Interest Payment Date or the Maturity Date (or any redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or on the Maturity Date (or any redemption or repayment date), and no interest on such payment shall accrue for the period from and after the Interest Payment Date or the Maturity Date (or any redemption or repayment date) to such next succeeding Business Day; provided that if this Note has a term of not more than one year (from but excluding the Original Issue Date to and including the Maturity Date), such payment shall be made on the immediately preceding Business Day and in no event will an Interest Payment Date or the Maturity Date occur more than one year after the Original Issue Date (excluding the Original Issue Date and including the Interest Payment Date or Maturity Date).

Except to the extent otherwise specified on the face of this Note, all payments on this Note will be made by the Issuer without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein

having the power to tax (the “ Taxing Jurisdiction ”), unless such deduction or withholding is required by law. Except to the extent otherwise specified on the face of this Note, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Issuer will pay such additional amounts with respect to such payments on this Note (“ Additional Amounts ”) as may be necessary in order that the net amounts paid to the holder of this Note, after such deduction or withholding, shall equal the amounts that would have been payable in respect of this Note had no such deduction or withholding been required; provided , however , that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

(i) the holder or the beneficial owner of this Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of this Note, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on, this Note;

(ii) except in the case of a winding up of the Issuer in the United Kingdom, this Note is presented (where presentation is required) for payment in the United Kingdom;

(iii) this Note is presented (where presentation is required) for payment more than 30 calendar days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 calendar day period;

(iv) the holder or the beneficial owner of this Note or the beneficial owner of any payment on this Note failed to comply with a request of the Issuer, or its liquidator or other authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusion of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive;

(vi) this Note is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) this Note to another paying agent in a Member State of the European Union; or

(vii) any combination of clauses (i) through (vi) above;

nor shall Additional Amounts be paid with respect to the principal of, or any payments on, or in respect of, this Note to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

References herein to the payment of the principal of or any payments on, or in respect of, this Note shall be deemed to include mention of the payment of Additional Amounts provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under the foregoing provisions.

Except to the extent otherwise specified on the face of this Note, this Note is redeemable, as a whole but not in part, at the option of the Issuer on not less than 5 Business Days nor more than 60 calendar days’ notice to the holders of this Note at any time before Maturity, at a redemption price equal to 100% of the principal amount or, if this Note is an Original Issue Discount Security, the accreted face amount thereof, or at a redemption price set forth on the face of this Note, in each case, together with accrued but unpaid interest to the date fixed for redemption, if, at any time, the Issuer shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after the date on which the pricing terms relating to such Notes are established:

(a) in making any payment on such Note, it has or will or would on the next payment date become obligated to pay Additional Amounts;

(b) the payment of interest on the next Interest Payment Date in respect of this Note would be treated as a “distribution” within the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re enactment thereof for the time being); or

(c) on the next Interest Payment Date the Issuer would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Issuer would be materially reduced).

If the Issuer elects to redeem this Note, such Note will cease to accrue interest, if any, from the date of redemption, provided the redemption price has been paid in accordance with the Indenture.

Upon payment of (i) the amount of principal so declared due and payable and (ii) accrued and unpaid interest, if any (or, if the relevant Notes are Original Issue Discount Senior Debt Securities, the accreted face amount thereof), all of the Issuer’s obligations in respect of the payment of the principal of, and accrued and unpaid interest, if any, on, this Note shall terminate.

If so indicated on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial Redemption Date specified on the face hereof on the terms set forth on the face hereof, together with interest accrued and unpaid hereon to the date of redemption. Notice of redemption shall be mailed to the registered holders of the Note designated for redemption at their addresses as the same shall appear on the Note register not less than 5 Business Days nor more than 60 calendar days prior to the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Indenture.

At such time as all interests in this Note have either been exchanged for definitive Notes, redeemed, repurchased or cancelled, this Note shall be cancelled by the Trustee. At any time prior to such cancellation, if any interest in this Note is exchanged for definitive Notes, redeemed, repurchased or cancelled, the principal amount of Series A Senior Notes represented by this Note shall be reduced and the Trustee shall cause an endorsement to be made on the schedule hereto and in its books and records to reflect such reduction. The amounts set forth in the books and records of the Trustee shall be conclusive evidence of the amount of Outstanding Series A Senior Notes. In the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.

If so indicated on the face of this Note, this Note will be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in the authorized minimum denominations specified on the face of this Note, and if not specified thereon, in increments of $1,000 or, if this Note is denominated in a Specified Currency other than U.S. dollars, in increments of 1,000 units of such Specified Currency (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder

hereof in the authorized minimum denominations specified on the face of this Note, and if not specified thereon, a price equal to 100% of the principal amount to be repaid, together with interest accrued and unpaid hereon to the date of repayment. For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at its corporate trust office in the Borough of Manhattan, The City of New York, at least 15 but not more than 30 days prior to the date of repayment, (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) e-mail or facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority or a commercial bank or a trust company in the United States setting forth the name of the holder of this Note, the principal amount hereof, the CUSIP number and certificate number of this Note or a description of this Note’s tenor and terms, the principal amount hereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly completed, will be received by the Paying Agent not later than the fifth Business Day after the date of such e-mail or facsimile transmission or letter; provided , that such facsimile transmission or letter shall only be effective if this Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.

In case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer may execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same tranche containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding, and, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

So long as this Note shall be outstanding, each of the Issuer will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency,

the Issuer shall keep the Paying Agent advised of the names and locations of such agencies, if any are so designated.

As set forth in, and subject to, the provisions of the Indenture, no holder of any Series A Senior Notes will have the right to institute any proceeding with respect to the Indenture, this Note or any remedy thereunder; provided , however, that such limitations do not apply to a suit instituted by the holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance with the terms hereof and the Indenture.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the holder of this Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any), and interest on, this Note when due and payable in accordance with the provisions of this Note and the Indenture.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and the Paying Agent and any agent of the Issuer, the Trustee or the Paying Agent may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or the Paying Agent or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Senior Debt Securities of each series to be affected thereby by the Company and the Trustee with the consent of the holders of not less than a majority in principal amount of the Senior Debt Securities at the time outstanding of each such series. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the outstanding Senior Debt Securities of each series, on behalf of the holders of all Senior Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor corporation to the Issuer, either directly or through the Issuer, as the case may be, or any such successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability

being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note will be governed by the laws of the State of New York.

Unless otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT – ______________ Custodian _____________

(Minor) (Cust)

Under Uniform Gifts to Minors Act ___________________________

(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

_______________________________________

[PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note on the books of the Issuer, with full power of substitution in the premises.

Dated: _____________________

NOTICE:

The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned at

(Please print or typewrite name and address of the undersigned)

If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the holder elects to have repaid: ____________; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): ________.

Dated: ______________________


	NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.