Exhibit 4.2







_________________________


 


THE ROYAL
BANK OF SCOTLAND GROUP PLC


 


as Company


 


and


 


THE BANK
OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH


 


as Trustee 


_________________________


 




SIXTH
SUPPLEMENTAL INDENTURE


 


dated as
of May 22, 2020


 


to the


 


AMENDED
AND RESTATED INDENTURE


 


dated as
of December 13, 2017


 


$1,000,000,000
3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028


 


$600,000,000
2.359% Senior Callable Fixed-to-Fixed Reset Rate Green Notes due 2024


 






     


     


    

This SIXTH
SUPPLEMENTAL INDENTURE, dated as of May 22, 2020, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland
with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through
its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the
“Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.


 


WITNESSETH:


 


WHEREAS,
the Company and the Trustee have executed and delivered an amended and restated Indenture dated as of December 13, 2017 (the “Base
Indenture”) to provide for the issuance of the Company’s Senior Debt Securities from time to time;


 


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


 


WHEREAS,
the Company desires to issue, as two series of Senior Debt Securities under the Base Indenture, $1,000,000,000 3.073% Senior Callable
Fixed-to-Fixed Reset Rate Notes due 2028 (the “2028 Notes”) and $600,000,000 2.359% Senior Callable Fixed-to-Fixed
Reset Rate Green Notes due 2024 (the “Green Notes” and together with the 2028 Notes, the “Senior Notes”)
to be issued pursuant to this Sixth Supplemental Indenture dated as of May 22, 2020 (the “Sixth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”);


 


WHEREAS,
this Sixth Supplemental Indenture shall amend and supplement the Base Indenture except where this Sixth Supplemental Indenture
only applies to the Senior Notes; to the extent that the terms of the Base Indenture are inconsistent with the provisions of this
Sixth Supplemental Indenture, the terms of this Sixth Supplemental Indenture shall govern;


 


WHEREAS,
there are no debt securities outstanding of any series created prior to the execution of this Sixth Supplemental Indenture which
are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;


 


WHEREAS,
the entry into of this Sixth Supplemental Indenture has been authorized pursuant to a Board Resolution as required by Section
9.01 of the Base Indenture;


 




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WHEREAS,
the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture, and whereas all actions required
by it to be taken in order to make this Sixth 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 Sixth Supplemental Indenture has been duly
authorized in all respects; and


 


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 Sixth Supplemental Indenture:


 


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


 


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


 


(c)  
the singular includes the plural and vice versa;


 


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


 


(e)  
for purposes of this Sixth Supplemental Indenture and the Base Indenture, the term “series” shall mean
the series of securities designated as the Senior Notes.


 


Article
2

THE SENIOR DEBT SECURITIES


 


Section
2.01.   Terms
of the 2028 Notes. The following terms relating to the 2028 Notes are hereby established pursuant to Section 3.01 of the Base
Indenture:


 


(a)  
The title of the 2028 Notes shall be the “$1,000,000,000 3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due
2028”;


 


(b)  
The aggregate principal amount of the 2028 Notes that may be authenticated and delivered under the Indenture shall not
initially exceed $1,000,000,000 (except as otherwise provided in the Indenture);


 




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(c)  
Principal on the 2028 Notes shall be payable on May 22, 2028 (the “Maturity Date”), unless earlier redeemed
in accordance with the provisions set forth in Article 11 of the Indenture;


 


(d)  
The 2028 Notes shall be issued in global registered form on or about May 22, 2020;


 


(e)  
The 2028 Notes shall bear interest from (and including) May 22, 2020 to (but excluding) May 22, 2027 (the “2028
Notes Reset Date”), at a rate of 3.073% per annum, and from (and including) the Reset Date to (but excluding) the Maturity
Date (the “2028 Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined
below) as determined by the Calculation Agent on the 2028 Notes Reset Determination Date (as defined below), plus 2.550%. Interest
on the 2028 Notes will be paid semi-annually in arrear on May 22 and November 22 of each year (each, an “Interest Payment
Date”), beginning on November 22, 2020, to (and including) the Maturity Date.


 


Section
2.02.   Terms
of the Green Notes. The following terms relating to the Green Notes are hereby established pursuant to Section 3.01 of the
Base Indenture:


 


(a)  
The title of the Green Notes shall be the “$600,000,000 2.359% Senior Callable Fixed-to-Fixed Reset Rate Green Notes
due 2024”;


 


(b)  
The aggregate principal amount of the Green Notes that may be authenticated and delivered under the Indenture shall not
initially exceed $600,000,000 (except as otherwise provided in the Indenture);


 


(c)  
Principal on the Green Notes shall be payable on May 22, 2024 (the “Maturity Date”), unless earlier
redeemed in accordance with the provisions set forth in Article 11 of the Indenture;


 


(d)  
The Green Notes shall be issued in global registered form on or about May 22, 2020;


 


(e)  
The Green Notes shall bear interest from (and including) May 22, 2020 to (but excluding) , May 22, 2023 (the “Green
Notes Reset Date”), at a rate of 2.359% per annum, and from (and including) the Reset Date to (but excluding) the Maturity
Date (the “Green Notes Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined
below) as determined by the Calculation Agent on the Green Notes Reset Determination Date (as defined below), plus 2.150%. Interest
on the Green Notes will be paid semi-annually in arrear on May 22 and November 22 of each year (each, an “Interest Payment
Date”), beginning on November 22, 2020, to (and including) the Maturity Date.


 




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Section
2.03.   Terms
specific to each series of Senior Notes. The following terms relating to both the 2028 Notes and the Green Notes are hereby
established pursuant to Section 3.01 of the Base Indenture:


 


The “2028
Notes Reset Determination Date” will be the second business day immediately preceding the 2028 Notes Reset Date.


 


The “Green
Notes Reset Determination Date” will be the second business day immediately preceding the Green Notes Reset Date.


 


A “business
day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorised or required by law or regulation to close in the City of New York or in the City of London.


 


Interest
on the Senior Notes will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case
of an incomplete month, the actual number of days elapsed in such period.


 


The “Regular
Record Dates” for each series of Senior Notes will be the 15th day of each May and November of each year, whether or
not a business day, immediately preceding the relevant Interest Payment Date.


 


If any scheduled
Interest Payment Date is not a business day, the Company will pay interest on the next day that is a business day, but interest
on such payment will not accrue during the period from and after such scheduled Interest Payment Date.


 


If the scheduled
Maturity Date or date of redemption or repurchase or repayment of the Senior Notes is not a business day, the Company may pay
interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from
and after the scheduled maturity date or date of redemption, repurchase or repayment;


 


(a)  
The Calculation Agent for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company,
pursuant to a calculation agent agreement entered into on May 22, 2020;


 


(b)  
The U.S. Treasury Rate shall be determined by the Calculation Agent in accordance with the following provisions:


 


“U.S.
Treasury Rate” means, with respect to the 2028 Notes Reset Date or the Green Notes Reset Date, as applicable, the rate
per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to


 




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constant maturity,
for one-year maturities, for the five business days immediately prior to the 2028 Notes Reset Determination Date or the Green
Notes Reset Determination Date, as applicable, and appearing under the caption “Treasury constant maturities” at 5:00
p.m. (New York City time) on the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as applicable,
in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication
that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of one
year; or (2) if such release (or any successor release) is not published during the week immediately prior to the 2028 Notes Reset
Determination Date or the Green Notes Reset Determination Date, as applicable, or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the 2028 Notes Reset
Date or the Green Notes Reset Date, as applicable.


 


If the U.S.
Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury
securities having a maturity of one year as set forth in the most recently published statistical release designated “H.15
Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of one year) at 5:00
p.m. (New York City time) on the 2028 Notes Reset Determination Date and/or the Green Notes Reset Determination Date, respectively,
on which such rate was set forth in such release (or any successor release).


 


“Comparable
Treasury Issue” means, with respect to the 2028 Notes Reset Period or the Green Notes Reset Period, as applicable, the
U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of the 2028 Notes Reset
Period or the Green Notes Reset Period, as applicable, and that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a
maturity of one year.


 


“Comparable
Treasury Price” means, with respect to the 2028 Notes Reset Date or the Green Notes Reset Date, as applicable, (i) the
arithmetic


 




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average of
the Reference Treasury Dealer Quotations for the 2028 Notes Reset Date or the Green Notes Reset Date, as applicable (calculated
on the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as applicable, preceding the 2028 Notes
Reset Date or the Green Notes Reset Date, as applicable), after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such
quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer
Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation
with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their
respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the 2028 Notes Reset Date and the
Green Notes Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the
applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York
City time), on the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as applicable.


 


All percentages
resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would
be rounded to the nearest cent, with one-half cent being rounded upward;


 


(c)  
No premium, upon redemption or otherwise, shall be payable by the Company on the Senior Notes; and


 


(d)  
The form of the Senior Notes shall be evidenced by one or more global notes in registered form substantially in the form
of Exhibit A attached to this Sixth Supplemental Indenture and made a part thereof.


 


(e)  
Principal of and any interest on the Senior Notes shall be paid to the Holder through The Bank of New York Mellon, as paying
agent of the Company having offices in London, United Kingdom;


 


(f)  
The Senior Notes shall not be redeemable except as provided in Article 11 of the Base Indenture as amended by ‎Section
3.08 and ‎Section 3.09 of


 




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this
Sixth Supplemental Indenture. The Senior Notes shall not be redeemable at the option of the Holders at any time. In connection
with any redemption of Senior Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be May
22, 2020.


 


(g)  
The Company shall have no obligation to redeem or purchase the Senior Notes pursuant to any sinking fund or analogous provision;


 


(h)  
The Senior Notes shall be issued only in denominations of $200,000 and integral multiples of $1,000 in excess thereof;


 


(i)  
The principal amount of, and any accrued interest on, the Senior Notes shall be payable upon the declaration of acceleration
thereof pursuant to Section 5.02 of the Base Indenture, as amended by ‎Section 3.05 of this Sixth Supplemental Indenture;


 


(j)  
Additional Amounts shall only be payable on the Senior Notes pursuant to Section 10.04 of the Base Indenture;


 


(k)  
The Senior Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of
the Company;


 


(l)  
The Senior Notes shall be denominated in U.S. Dollars;


 


(m)  
The payment of principal of and interest, if any, on the Senior Notes shall be payable in U.S. Dollars;


 


(n)  
The payment of principal of and interest, if any, on the Senior Notes shall be payable only in the coin or currency in
which the Senior Notes are denominated which, pursuant to ‎(l) above, shall be U.S. Dollars;


 


(o)  
The Senior Notes will be issued in the form of one or more global securities in registered form, without coupons attached,
and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;


 


(p)  
Except in limited circumstances, the Senior Notes will not be issued in definitive form;


 


(q)  
The Calculation Agent for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company,
pursuant to a calculation agent agreement expected to be entered into on May 22, 2020;


 




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(r)  
The Events of Default on the Senior Notes are as set forth in Section 5.01 of the Base Indenture as amended by ‎Section
3.04 of this Sixth Supplemental Indenture; and


 


(s)  
The Company may issue additional Senior Notes (“Additional Senior Notes”) after the date hereof having
the same ranking and same interest rate, Maturity Date, redemption terms and other terms as the Senior Notes except for the price
to the public and issue date, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the
Outstanding Senior Notes, such additional notes must be fungible with the Senior Notes for U.S. federal income tax purposes. Any
such Additional Senior Notes, together with the Senior Notes will constitute a single series of securities under the Indenture.
There is no limitation on the amount of notes or other debt securities that the Company may issue under the Indenture.


 


Article
3

AMENDMENTS TO THE BASE INDENTURE


 


Section
3.01.   Addition
of Definitions. With respect to the Senior Notes only, Section 1.01 of the Base Indenture is amended to include the following
definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):


 


“Beneficial
Owners” shall mean (a) if the Senior Debt Securities are in global form, the beneficial owners of the Senior Debt Securities
(and any interest therein) and (b) if the Senior Debt Securities are held in definitive form, the Holders in whose names the Senior
Debt Securities are registered in the Senior Debt Security Register and any beneficial owners holding an interest in such Senior
Debt Securities held in definitive form.


 


“business
day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorised or required by law or regulation to close in the City of New York or in the City of London.


 


“Calculation
Agent” shall mean National Westminster Bank Plc or its successor appointed by the Company, pursuant to a calculation
agent agreement expected to be entered into on May 22, 2020.


 


“Comparable
Treasury Issue” has the meaning set forth in Section 2.03 of the Sixth Supplemental Indenture.


 




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“Comparable
Treasury Price” has the meaning set forth in Section 2.03 of the Sixth Supplemental Indenture.


 


“Default”
has the meaning set forth in Section 5.03.


 


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


 


“Independent
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced
in the international capital markets, in each case appointed by the Company at its own expense.


 


“Interest
Payment Date” has the meaning set forth in Section 2.01 of the Sixth Supplemental Indenture with respect to the 2028
Notes and Section 2.02 of the Sixth Supplemental Indenture with respect to the Green Notes.


 


“Issue
Date” means May 22, 2020.


 


“Loss
Absorption Disqualification Event” shall be deemed to have occurred if:


 


(i)  
at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming
so effective, in each case with respect to the Company and/or the Regulatory Group, on or after the issue date of the Senior Notes,
the Senior Notes are or, in the Company’s opinion or in the opinion of the PRA are likely not to qualify in full towards
the Company’s and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity
instruments; or


 


(ii)  
as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official
interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior
Notes, the Senior Notes are or, in the Company’s opinion or in the opinion of the PRA are likely to be, fully or partially
excluded from the Company’s and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing
capacity instruments,


 




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in
each case as such minimum requirements are applicable to the Company and/or the Regulatory Group and determined in accordance
with, and pursuant to, the relevant Loss Absorption Regulations; provided that in the case of (i) and (ii) above, a Loss Absorption
Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due
to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for
such minimum requirements under the relevant Loss Absorption Regulations effective with respect to the Company and/or the Regulatory
Group on the issue date of the Senior Notes.


 


“Loss
Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United
Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or
of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the
foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and
any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible
liabilities and/or loss absorbing capacity instruments adopted by the PRA and/or the United Kingdom resolution authority from
time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or
specifically to the Company or to the Regulatory Group).


 


“Maturity
Date” has the meaning set forth in Section 2.01 of the Sixth Supplemental Indenture in respect of the 2028 Notes and
Section 2.02 of the Sixth Supplemental Indenture in respect of the Green Notes.


 


“PRA”
means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory
authority with respect to the Company’s business.


 


“Reference
Treasury Dealer” has the meaning set forth in Section 2.03 of the Sixth Supplemental Indenture.


 




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“Reference
Treasury Dealer Quotations” has the meaning set forth in Section 2.03 of the Sixth Supplemental Indenture.


 


“Regulatory
Group” means the Company, the Company’s subsidiary undertakings, participations, participating interests and any
subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of the Company’s
subsidiary undertakings from time to time and any other undertakings from time to time consolidated with the Company for regulatory
purposes, in each case in accordance with the rules and guidance of the PRA then in effect.


 


“Senior
Creditors” means creditors of the Company whose claims are admitted to proof in the winding up, liquidation, administration
or other insolvency procedure of the Company and who are unsubordinated creditors of the Company.


 


“Senior
Notes” has the meaning set forth in the recitals to the Sixth Supplemental Indenture.


 


“Sixth
Supplemental Indenture” means this Sixth Supplemental Indenture under the Amended and Restated Indenture, dated as of
May 22, 2020, among the Company and the Trustee.


 


“U.S.
Treasury Rate” has the meaning set forth in Section 2.03 of the Sixth Supplemental Indenture.


 


Section
3.02.   Satisfaction and
Discharge. With respect to the Senior Notes only, Section 4.01 of the Base Indenture is amended and restated in its entirety
and shall read as follows:


 


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 the Senior Debt Securities (except as to any surviving rights of registration
of transfer or exchange of the Senior Debt Securities 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 when:


 


		(a)	all Senior Debt Securities theretofore
                                         authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed,



 




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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;


 


		(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; 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 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 the last paragraph of Section 10.03, shall
survive such satisfaction and discharge, including any termination under any bankruptcy law.


 


Section 3.03.   
Application of Trust Money. With respect to the Senior Notes only, Section
4.02 of the Base Indenture is amended and restated in its entirety and shall read as follows:


 


Section
4.02.[Reserved].


 


Section
3.04.   Events
of Default. With respect to the Senior Notes only, Section 5.01 of the Base Indenture is amended and restated in its entirety
and shall read as follows:


 


Section
5.01.Events of Default. “Event of Default”, wherever used herein with respect to each series of
Senior Debt Securities, means the making of an order by a court of competent jurisdiction which is not successfully appealed within
30 days of the making of such order, or 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 amalgamation or reconstruction not involving a bankruptcy
or insolvency). The exercise of any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event
of Default under this Section 5.01 or a Default under Section 5.03.


 




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Section
3.05.   Acceleration
of Maturity; Rescission and Annulment. With respect to the Senior Notes only, Section 5.02 of the Base Indenture is amended
by adding the following at the end of the section:


 


If
the Senior Debt Securities become due and payable and the Company fails to pay such amounts (or any damages awarded for breach
of any obligations in respect of the Senior Debt Securities or this Amended and Restated Indenture) forthwith upon demand, notwithstanding
the continuing right of any Holder to receive payment of the principal of and interest on the Senior Debt Securities, or to institute
suit for the enforcement of any such payment, each as provided for under Section 316(b) (Directions and Waivers by Bondholders;
Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee, in its own name and
as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding up of the
Company for all such due and payable amounts (including any damages awarded for breach of any obligations in respect of the Senior
Debt Securities or this Amended and Restated Indenture) but no other remedy shall be available to the Trustee or the Holders.


 


Section
3.06.   Defaults; Collection
of Indebtedness and Suits for Enforcement by Trustee. With respect to the Senior Notes only, Section 5.03 of the Base Indenture
is amended and restated in its entirety and shall read as follows:


 


Section
5.03.Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever
used herein with respect to the Senior Debt Securities of a particular series, means any one of the following events (subject
as provided below, whatever the reason for such 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):


 


		(a)	the Company fails to pay any
                                         installment of interest in respect of the Senior Debt Securities of such series on or
                                         before the relevant Interest Payment Date and such failure continues for 14 days; or



 


		(b)	the Company fails to pay all
                                         or any part of the principal amount of the Senior Debt Securities of such series when
                                         it otherwise becomes due and payable, whether upon redemption or otherwise, and such
                                         failure continues for 7 days.



 


If
a Default occurs and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the
Trustee


 




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may
not declare the principal amount of any Outstanding Senior Debt Securities of any series to be due and payable.


 


Subject
to applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Senior Debt Securities by their acceptance
thereof will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination
of accounts with respect to the Senior Debt Securities, the Sixth Supplemental Indenture or this Amended and Restated Indenture
(or between the Company’s obligations under or in respect of any Senior Debt Security and any liability owed by a Holder
to the Company) that they (or the Trustee acting on their behalf) might otherwise have against the Company, whether before or
during any winding-up, liquidation or administration of the Company. Notwithstanding the above, if any of such rights and claims
of any such Holder (or the Trustee acting on behalf of such Holders) against the Company are discharged by set-off, such Holder
(or the Trustee acting on behalf of such Holders) will immediately pay an amount equal to the amount of such discharge to the
Company or, in the event of any winding-up, liquidation or administration of the Company, the liquidator or administrator (or
other relevant insolvency official), as the case may be, to be held on trust for the Senior Creditors and until such time as payment
is made will hold a sum equal to such amount on trust for the Senior Creditors and accordingly such discharge shall be deemed
not to have taken place.


 


Notwithstanding
the foregoing and any other provisions, a failure to make any payment on the Senior Debt Securities of any series shall not be
a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with
any applicable fiscal or other law or regulation or order of any court of competent jurisdiction, provided, however, that the
Trustee may require the Company to take any action which, upon independent counsel’s advice delivered to the Trustee, is
appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case the Company shall
immediately take and expeditiously proceed with the action and shall be bound by any final resolution 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 payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the
Trustee gives written notice to the Company informing it of such determination.


 




    15 


     


    

Upon
the occurrence of any Event of Default or Default, the Company shall give prompt written notice to the Trustee. Except as otherwise
provided in this Article 5, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Senior
Debt Securities whether in connection with any breach by the Company of its obligations under the Senior Debt Securities, this
Amended and Restated Indenture or otherwise, including by judicial proceedings, provided that the Company shall not, as a result
of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest
on the Senior Debt Securities of any series prior to any date on which the principal of, or any interest on, the Senior Debt Securities
of any such series would have otherwise been payable.


 


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.


 


No
remedy against the Company, other than as referred to in Article 5 of this Amended and Restated Indenture, shall be available
to the Trustee or the Holders of the Senior Debt Securities whether for the recovery of amounts owing in respect of such Senior
Debt Securities or under this Amended and Restated Indenture or in respect of any breach by the Company of its obligations under
this Amended and Restated Indenture or in respect of the Senior Debt Securities, except that the Trustee and the Holders shall
have such rights and powers as they are entitled to have under the Trust Indenture Act, including the Trustee’s prior lien
on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided
that any payments on the Senior Debt Securities are subject to the ranking provisions set forth in this Amended and Restated Indenture.


 




    16 


     


    

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
3.07.   With
respect to the Senior Notes only, Sections 5.07(a), 5.07(b), 5.11, 5.13, 6.02, 6.03(i), 8.03(c) of the Base Indenture shall be
amended to add the words “or Default” after each appearance of the words “Event of Default”.


 


Section
3.08.   Optional
Redemption Due to Changes in Tax Treatment. With respect to the Senior Notes only, Section 11.08 of the Base Indenture is
amended to replace in the first paragraph the word “Unless” with the words “Subject to Sections 11.04 and 11.11
and unless”.


 


Section
3.09.   Redemption
of Senior Debt Securities. With respect to the Senior Notes only, Article 11 of the Base Indenture is amended to amend and
restate Section 11.04 and to add a Section 11.09, Section 11.10 and Section 11.11, each of which shall read as follows:


 


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 (i) 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 and (ii) to Trustee at least 5 business days prior
to such date, unless a shorter notice period shall be satisfactory to the Trustee in the manner and to the extent provided in
Section 1.06.


 


Any redemption
notice will state:


 


a)
the Redemption Date;


 


b)
the Redemption Price;


 


c)
that, and subject to what conditions, the Redemption Price will become due and payable on the Redemption Date and that payments
will cease to accrue on such date;


 


d)
the place or places at which each Holder may obtain payment of the Redemption Price; and


 


e)
the CUFSIP, Common Code and/or ISIN number or numbers, if any, with respect to such series of Senior Debt Securities.


 




    17 


     


    

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
11.09.Optional Redemption. Subject to Section 11.11, the Company may, at the Company’s option and in its sole
discretion, redeem the 2028 Notes, in whole but not in part, on May 22, 2027, and the Company may, at the Company’s option
and in its sole discretion, redeem the Green Notes, in whole but not in part, on May 22, 2023, respectively, at a Redemption Price
equal to 100% of the principal amount of the Senior Debt Securities of any series together with any accrued but unpaid interest
to, but excluding, the Redemption Date.


 


Section
11.10. Loss Absorption Disqualification Event Redemption. Subject to Sections 11.04 and 11.11, the Company may, at the
Company’s option and in its sole discretion, redeem the Senior Debt Securities of any series, in whole but not in part,
at a Redemption Price equal to 100% of the principal amount of the Senior Debt Securities of any series together with any accrued
but unpaid interest to, but excluding, the Redemption Date, if the Company determines that a Loss Absorption Disqualification
Event has occurred and is continuing.


 


Before
the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, the Company shall deliver to
the Trustee a certificate signed by two authorised signatories of the Company stating that, in such signatories’ belief,
the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to
conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive
and binding on the Holders.


 


Section
11.11. Conditions to Redemption and Repurchase. Notwithstanding any other provision, the Company may only redeem Senior
Debt Securities of any series prior to their Maturity Date (as provided for in Section 11.08, Section 11.09 and Section 11.10)
or repurchase Senior Debt Securities of any series (and give notice thereof to the Holders of such series of Senior Debt Securities
in the case of redemption) if the Company has obtained the prior consent of the PRA, to the extent such consent is at the relevant
time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations
in effect in the United Kingdom.


 




    18 


     


    

Article
4

MISCELLANEOUS


 


Section
4.01.   Effect of Supplemental
Indenture. Upon the execution and delivery of this Sixth Supplemental Indenture by the Company and the Trustee, and the delivery
of the documents referred to in ‎Section 4.02 herein, the Base Indenture shall be amended and supplemented in accordance herewith,
and this Sixth Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of the Senior Notes.


 


Section
4.02.   Other
Documents to Be Given to the Trustee. As specified in Section 9.03 of the Base Indenture and subject to the provisions of
Section 6.03 of the Base 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 Base Indenture, and in the case of such Opinion of Counsel, that
this Sixth Supplemental Indenture is authorized or permitted by the Base Indenture, conforms to the requirements of the Trust
Indenture Act, and (subject to Section 1.03 of the Base Indenture) constitutes valid and binding obligations of the Company 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 may be subject to possible judicial
or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, as conclusive evidence
that this Sixth Supplemental Indenture complies with the applicable provisions of the Base Indenture.


 


Section
4.03.   Confirmation
of Indenture. The Base Indenture and this Sixth Supplemental Indenture with respect to the Senior Notes, is in all respects
ratified and confirmed, including without limitation Section 6.07 and Article 12 of the Base Indenture, and the Base Indenture,
this Sixth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Senior Notes, be read, taken
and construed as one and the same instrument. This Sixth Supplemental Indenture constitutes an integral part of the Base Indenture
with respect to the Senior Notes. In the event of a conflict between the terms and conditions of the Base Indenture and the terms
and conditions of this Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental Indenture shall prevail
with respect to the Senior Notes.


 


Section
4.04.   Concerning
the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Sixth Supplemental Indenture.
The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Sixth Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Base Indenture


 




    19 


     


    

relating to
the conduct of or affecting the liability of or affording protection to the Trustee.


 


Section
4.05.   Governing
Law. This Sixth Supplemental Indenture and the Senior Notes shall be governed by and construed in accordance with the laws
of the State of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Base Indenture,
and except that the authorization and execution by the Company of this Sixth Supplemental Indenture and the 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
4.06.   Reparability.
In case any provision contained in this Sixth 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
4.07.   Counterparts.
This Sixth 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
Page Follows]


 




    20 


     


    

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


 


	 	THE ROYAL BANK OF SCOTLAND GROUP PLC, as the Company
	 	 
	 	 
	 	By:	 /s/ Donal Quaid	 
	 	 	Name:	Donal Quaid	 
	 	 	Title:	RBS Group Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
	 	 
	 	 
	 	By:	/s/ Thomas Vanson	 
	 	 	Name:	Thomas Vanson	 
	 	 	Title:	Authorised Signatory	 


 


[Signature
Page to Sixth Supplemental Indenture]


 




     


     


    

EXHIBIT
A


 


FORM OF
SENIOR NOTES


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


CUSIP
No. [●]


ISIN
No. [●]


 


THE ROYAL
BANK OF SCOTLAND GROUP plc


 


[●]
[●]% SENIOR CALLABLE FIXED-TO-FIXED RESET RATE NOTES DUE 20[●]

(“SENIOR NOTES”)


 


	No. [●]	$[●]


 


THE ROYAL
BANK OF SCOTLAND GROUP plc (herein called the “Company,” 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 of $[●] ([●] million dollars) on [●], 20[●] (the “Maturity Date”),
or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon
in accordance with the terms set out below.


 


The Senior
Notes shall bear interest from (and including) [●], 2020 to (but excluding) [·]
(the “Reset Date”), at a rate of [●]% per annum, and from (and including) the Reset Date to (but excluding)
the Maturity Date (the “Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as
defined below) as determined by the Calculation Agent on the Reset Determination Date (as defined below), plus [●]%. Interest
on the Senior Notes will be paid semi-annually in arrear on [·] and [·]
of each year (each, an “Interest Payment Date”), beginning on [●], 2020, to (and including) the


 




    
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Maturity Date.
The Company’s obligation to pay the principal of and any interest on the Senior Notes shall not be deferrable.


 


The “Reset
Determination Date” will be the second business day immediately preceding the Reset Date.


 


A “business
day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorised or required by law or regulation to close in the City of New York or in the City of London.


 


The “Calculation
Agent” for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant to
a calculation agent agreement entered into on [●], 2020. The Calculation Agent shall determine the U.S. Treasury Rate in
accordance with the following provisions:


 


(i)  “U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the average of the yields on
actively traded U.S. Treasury securities adjusted to constant maturity, for one-year maturity, for the five business days immediately
prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m.
(New York City time) on the Reset Determination Date in the applicable most recently published statistical release designated
“H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve
System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury
Constant Maturities”, for the maturity of one year; or (2) if such release (or any successor release) is not published during
the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.


 


(ii)If
the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury
securities having a maturity of one year as set forth in the most recently published statistical release designated “H.15
Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of one year) at 5:00
p.m. (New York City time) on the Reset Determination Date on which such rate was set forth in such release (or any successor release).


 




    
(Face of Security continued on next page)


     


    

“Comparable
Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company
with a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and
having a maturity of one year.


 


“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date (calculated on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received,
the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received,
then such Reference Treasury Dealer Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation
with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their
respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic
average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed
in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.


 


All percentages
resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would
be rounded to the nearest cent, with one-half cent being rounded upward.


 


Interest
on the Senior Notes will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case
of an incomplete month, the actual number of days elapsed in such period.


 


The “Regular
Record Dates” for the Senior Notes will be the 15th day of each May and November of each year, whether or not a business
day, immediately preceding the relevant Interest Payment Date.


 


If (i) the
Company fails to pay any installment of interest in respect of this Senior Note on or before the relevant Interest Payment Date
and such failure continues for 14 days, or (ii) the Company fails to pay all or any part of the principal amount of this


 




    
(Face of Security continued on next page)


     


    

Senior Note when it otherwise
becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days (each of (i) and (ii), a
“Default”), the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee
may not declare the principal amount of any Outstanding Senior Notes to be due and payable.


 


Payment of
the principal amount of, and any interest on, this Senior 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.


 


Prior to
due presentment of this Senior Note for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Senior Note is registered as the owner of such Senior Note for the purpose of
receiving payment of principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not
such Senior Note 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.


 


Reference
is hereby made to the further provisions of this Senior 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
Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Notwithstanding
any other term of any Senior Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company
and any Holder or Beneficial Owner, by its acquisition of this Senior Note, each Holder (including each Beneficial Owner) of this
Senior Note acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant
U.K. authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest
on, this Senior Note; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Senior Note into
ordinary shares or other securities or other obligations of the Company or another person; and (iii) the amendment or alteration
of the maturity of this Senior Note, or amendment of the amount of interest due on this Senior Note, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of
variation of the terms of this Senior Note solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in
power. Each Holder (including each


 




    
(Face of Security continued on next page)


     


    

Beneficial Owner) of this Senior
Note further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under this Senior Note are subject
to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority.


 


For these
purposes, “U.K. bail-in power” means any write-down, conversion, transfer, modification or suspension power
existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group
companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United
Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements
which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament
and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (notwithstanding
that the U.K. is no longer a member state of the European Union) and/or within the context of a U.K. resolution regime under the
Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking
Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking
Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or
any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing
such obligations may be deemed to have been exercised, “relevant U.K. authority” means any authority with the
ability to exercise a U.K. bail-in power.


 




    
(Face of Security continued on next page)


     


    

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


 


Dated: [●], 2020


 


	 	Executed by
	 	 
	 	THE ROYAL BANK OF SCOTLAND GROUP PLC
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	Authorized Signatory	 


 


 


 






     


     


    

CERTIFICATE
OF AUTHENTICATION


 


This is one
of the Senior Notes of the series designated herein referred to in the within-mentioned Indenture.


 





Dated: [●], 2020


 


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




    
(Reverse of Security continued on next page)


     


    

[Reverse
of Note]


 


This
note is one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued
and to be issued in one or more series under an amended and restated Indenture dated as of
December 13, 2017 (the “Amended and Restated Indenture”), as amended and supplemented in respect of the Senior
Notes by the Sixth Supplemental Indenture dated as of [●], 2020 (the “Sixth Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), in
each case among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch as trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture). Reference is hereby made to
the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior
Notes are, and are to be, authenticated and delivered.


 


This Senior
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●].


 


The Company
may, from time to time, without the consent of the Holders of the Senior Notes, issue Additional Senior Debt Securities having
the same ranking and interest rate, Maturity Date, redemption terms and other terms as the Senior Notes of this series, except
for the price to the public and issue date. Any such Additional Senior Debt Securities, together with the Senior Notes of this
series, will constitute a single series of Senior Notes under the Indenture and shall be included in the definition of “Senior
Debt Securities” in the Indenture where the context requires; provided, however, that if such Additional Senior Debt Securities
are not fungible with the Outstanding Senior Notes of this series for U.S. federal income tax purposes, the Additional Senior
Debt Securities must have a CUSIP, ISIN and/or other identifying number (as the case may be) different from those used for the
Outstanding Senior Notes of this series.


 


The Senior
Notes will initially be issued in the form of one or more global Senior 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 Senior Notes.


 


The Senior
Notes of this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described
herein, ranking pari passu without any preference among themselves, and equally with all other outstanding unsecured and
unsubordinated obligations, present and future of the Company, except such obligations as are preferred by operation of law.


 


If an Event
of Default with respect to the Senior Notes of this series 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 Senior Notes of this series may declare the principal
amount of, and any accrued interest on, all the Senior Notes to be due and


 




    
(Reverse of Security continued on next page)


     


    

payable immediately, in the manner,
with the effect and subject to the conditions provided in the Indenture.


 


Except as
otherwise provided in Article 5 of the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of
the Holders of the Senior Notes whether in connection with any breach by the Company of its obligations under the Senior Notes,
the Indenture or otherwise, including by judicial proceedings, provided that the Company shall not, as a result of any such action
by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes
prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable.


 


If a Default
occurs and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may
not declare the principal amount of any Outstanding Senior Notes to be due and payable.


 


Notwithstanding
any other provisions of the Indenture, failure to make any payment on the Senior Notes shall not be a Default if it is withheld
or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or
other law or regulation or order of any court of competent jurisdiction, provided, however, that the Trustee may require the Company
to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the
circumstances (including proceedings for a court declaration), in which case the Company shall immediately take and expeditiously
proceed with the action and shall be bound by any final resolution 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 payment shall become
due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to the Company
informing it of such determination.


 


Subject to
applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Senior Notes by their acceptance thereof
will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts
with respect to the Senior Notes, the Sixth Supplemental Indenture or the Amended and Restated Indenture (or between the Company’s
obligations under or in respect of the Senior Notes and any liability owed by a Holder to the Company) that they (or the Trustee
acting on their behalf) might otherwise have against the Company, whether before or during any winding-up, liquidation or administration
of the Company. Notwithstanding the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf
of such Holders) against the Company are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holders)
will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of any winding-up, liquidation
or administration of the Company, the liquidator or administrator (or other relevant insolvency official), as the case may be,
to be held on trust for the Senior Creditors and until such time as payment is made will hold a sum equal to such


 




    
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amount on trust
for the Senior Creditors and accordingly such discharge shall be deemed not to have taken place.


 


No remedy
against the Company, other than as referred to in Article 5 of the Indenture, shall be available to the Trustee or the Holders
of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect
of any breach by the Company of its obligations under the Indenture or in respect of the Senior Notes, except that the Trustee
and the Holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act, including the Trustee’s
prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses,
and provided that any payments on the Senior Notes are subject to the ranking provisions set forth in the Indenture.


 


All amounts
of principal, premium, if any, and interest on the 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 any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”),
unless such deduction or withholding is required by law.


 


If deduction
or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required
by the U.K. Taxing Jurisdiction, the Company will pay such additional amounts with respect to the principal of and premium, if
any, and interest on the Senior Notes (“Additional Amounts”) as may be necessary in order that the net amounts
paid to the Holders of the Senior Notes, after such deduction or withholding, shall equal the amounts of such payments which would
have been payable in respect of such 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 that would not have been
payable or due but for the fact that:


 


(i) the Holder
or the beneficial owner of the Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a
permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K.
Taxing Jurisdiction other than the mere holding or ownership of a Senior Note, or the collection of the payment on any Senior
Note,


 


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


 


(iii) the
Senior Note 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


 




    
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Amount on presenting
(where presentation is required) the Senior Note for payment at the close of such 30 day period,


 


(iv) the
Holder or the beneficial owner of the Senior Note or the payment on such Senior Note failed to comply with a request by 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 U.K.
Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding,


 


(v) the withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any
Directive amending, supplementing or replacing such Directive, or any law implementing or complying with, or introduced in order
to conform to, such Directive or Directives,


 


(vi) the
withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986,
as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder
or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with
respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental
agreement,


 


(vii) the
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 Senior Note to another paying agent in
a Member State of the European Union, or


 


(viii) any
combination of subclauses (i) through (vii) above,


 


nor shall
Additional Amounts be paid with respect to a payment on the Senior Notes to any Holder who is a fiduciary or partnership or person
other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. 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 the Indenture there is mentioned, in the context of Senior Notes, the payment of the principal, premium, if any, or interest
on, or in respect of, any Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided
for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of the foregoing


 




    
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paragraph 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.


 


The Company
will have the option to redeem Senior Notes of this series, in whole but not in part, on not less than 5 business days nor more
than 60 calendar days’ notice, at any time, at a Redemption Price equal to 100% of the principal amount, together with accrued
but unpaid interest, if any, in respect of the 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 U.K. Taxing Jurisdiction (including any
treaty to which a U.K. 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 [●],
2020:


 


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


 


(b)  
payment of interest on the next Interest Payment Date in respect of any of the Senior Notes would be treated as a “distribution”
within the meaning of Section 1000 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 Senior Notes of this 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.


 


The Company
may, at the Company’s option and in its sole discretion, redeem Senior Notes of this series, in whole but not in part, on
[●], 20[●], at a Redemption Price equal to 100% of the principal amount of the Senior Notes of this series together
with any accrued but unpaid interest to, but excluding, the Redemption Date.


 


The Company
may, at the Company’s option and in its sole discretion, redeem Senior Notes of this series, in whole but not in part, at
any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at a Redemption Price
equal to 100% of the principal amount of the Senior Notes of this


 




    
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series together
with any accrued but unpaid interest to, but excluding, the Redemption Date, if the Company determines that a Loss Absorption
Disqualification Event has occurred and is continuing. Before the publication of any notice of redemption pursuant to a Loss Absorption
Disqualification Event, the Company shall deliver to the Trustee a certificate signed by two authorised signatories of the Company
stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of
the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence
of such occurrence, in which event it shall be conclusive and binding on the Holders.


 


Notwithstanding
any other provision, the Company may only redeem Senior Notes of this series prior to their Maturity Date or repurchase Senior
Notes (and give notice thereof to the Holders of this series of Senior Notes in the case of redemption) if the Company has obtained
the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if
at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.


 


If the Company
elects to redeem Senior Notes of this series, the Senior Notes will cease to accrue interest from the Redemption Date, 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, all of the Company’s obligations in respect of the payment
of the principal of, and accrued and unpaid interest on, the Senior Notes of this series shall terminate.


 


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 Notes 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 Notes 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 Notes of each series, on behalf of the Holders of all Senior Notes of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past Events of Default and Defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Senior Note.


 


No reference
herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay, if and when due and payable, the principal of, and interest on, this Senior Note
at the times, place and rate, and in the coin or currency, herein prescribed.


 




    
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As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right to institute
any proceeding with respect to the Indenture, this Senior 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.


 


Notwithstanding
any other term of any Senior Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company
and any Holder or Beneficial Owner, by its acquisition of Senior Notes, each Holder (including each Beneficial Owner) of the Senior
Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K.
authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on,
the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into
ordinary shares or other securities or other obligations of the Company or another person; and (iii) the amendment or alteration
of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of
variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in
power. Each Holder (including each Beneficial Owner) of the Senior Notes further acknowledges and agrees that the rights of the
Holders and/or Beneficial Owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect
to, the exercise of any U.K. bail-in power by the relevant U.K. authority.


 


For these
purposes, “U.K. bail-in power” means any write-down, conversion, transfer, modification or suspension power
existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group
companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United
Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements
which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament
and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (notwithstanding
that the U.K. is no longer a member state of the European Union) and/or within the context of a U.K. resolution regime under the
Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking
Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking
Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or
any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract


 




    
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governing such obligations may
be deemed to have been exercised, “relevant U.K. authority” means any authority with the ability to exercise
a U.K. bail-in power.


 


By its acquisition
of Senior Notes each Holder (including each Beneficial Owner) of the Senior Notes:


 


(a)  acknowledges
and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default
or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of
Default) of the Trust Indenture Act;


 


(b)  to
the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority
with respect to the Senior Notes; and


 


(c)  acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required
to take any further directions from Holders of the Senior Notes under Section 5.12 of the Base Indenture, and (b) neither the
Base Indenture nor this Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise
of any U.K. bail-in power by the relevant U.K. authority.


 


Notwithstanding
the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Senior
Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal
of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes
following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an
amendment to the Sixth Supplemental Indenture.


 


The exercise
of any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event of Default under Section 5.01
of the Indenture.


 


By its acquisition
of Senior Notes, each Holder and Beneficial Owner shall be deemed to have:


 


(i)  
consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K.
authority of its decision to exercise such power with respect to the Senior Notes and


 




    
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(ii)  
authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such
Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect
to the Senior Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner.


 


No repayment
of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the
exercise of any U.K. bail-in power by the relevant U.K. authority unless, at the time that such repayment or payment, respectively,
is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations
of the United Kingdom and the European Union applicable to the Company and the Group.


 


Upon the
exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Senior Notes, the Company shall provide
a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders
of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.


 


If the Company
has elected to redeem Senior Notes of this series but prior to the payment of the redemption amount with respect to such redemption
the relevant U.K. authority exercises its U.K. bail-in power with respect to any Senior Notes, the relevant redemption notices
shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and
payable.


 


Any Holder
(including each Beneficial Owner) that acquires Senior Notes in the secondary market shall be deemed to acknowledge and agree
to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial
Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect
to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.


 


This Senior
Note will be governed by the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.