Bond NatWest Holdings 3.754% ( US780097BM20 ) in USD

NatWest Holdings

99.872 % ⇌

United Kingdom

US780097BM20 ( in USD )

3.754% per year ( payment 2 times a year)

31/10/2029

Prospectus brochure of the bond NatWest Group US780097BM20 en USD 3.754%, maturity 31/10/2029

780097BM2

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/11/2025 ( In 118 days )

NatWest Group is a British multinational banking and financial services corporation offering a range of products and services to personal, business, and corporate customers through its various brands, including NatWest, Royal Bank of Scotland, Ulster Bank, and Coutts.

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780097BM20, pays a coupon of 3.754% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/10/2029

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780097BM20, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780097BM20, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 dp114902_424b5.htm FORM 424B5

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)
$750,000,000 Fixed-to-Fixed Reset Rate Subordinated
$750,000,000
$97,350
Tier 2 Notes due 2029
Total
$750,000,000
$97,350
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-222022

PROSPECTUS SUPPLEMENT
(to prospectus dated December 13, 2017)

The Royal Bank of Scotland Group plc

$750,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2029

The Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2029 (the "Subordinated Notes") will bear interest from (and including) the
date of issuance to (but excluding) November 1, 2024 (the "Reset Date"), at a rate of 3.754% per annum, and from (and including) the Reset Date
to (but excluding) maturity, at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation
Agent (as defined herein) on the Reset Determination Date (as defined herein), plus 2.100%. Interest on the Subordinated Notes will be paid semi-
annually in arrear on May 1 and November 1 of each year, beginning on May 1, 2020, to (and including) maturity. The Subordinated Notes will
mature on November 1, 2029.

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu, without any
preference among themselves, and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to
declare and distribute a dividend, all amounts due in respect of or arising under the Subordinated Notes will be subordinated to, and subject in right
of payment to the prior payment in full of, all claims of all Senior Creditors (as defined herein). The ranking of our obligations shall be set out in
the manner provided in the Indenture (as defined herein), which is governed by the laws of the State of New York, except for the subordination and
waiver of right to set-off provisions relating to the Subordinated Notes, which are governed by the laws of Scotland. In addition, because we are a
holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors,
including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the
subsidiary. See "Description of the Subordinated Notes--General".

We may redeem the Subordinated Notes at our sole discretion, in whole but not in part, on the Optional Redemption Date (as defined herein),
at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, we may
redeem the Subordinated Notes at our sole discretion, in whole but not in part, at 100% of their principal amount together with any accrued but
unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in this prospectus
supplement and the accompanying prospectus. Any redemption or repurchase of the Subordinated Notes is subject to the provisions described
under "Description of the Subordinated Notes--Conditions to Redemption and Repurchase ".

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the
Subordinated Notes, by its acquisition of Subordinated Notes, each holder and

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beneficial owner of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in
power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or
interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated
Notes into ordinary shares or other securities or other obligations of RBSG (as defined herein) or another person and/or (iii) the
amendment or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated
Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power
may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant UK
authority of such UK bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the
rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any UK bail-in power by the relevant UK authority.

By its acquisition of Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes, to the extent
permitted by the Trust Indenture Act of 1939 as amended (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 UK bail-in power by the relevant UK authority with
respect to the Subordinated Notes.

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page S-8 and as incorporated by reference herein.

By its acquisition of Subordinated Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the exercise
of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with
respect to the Subordinated Notes and (ii) authorised, directed and requested The Depository Trust Company ("DTC") and any direct participant in
DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the
exercise of any UK bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part
of such holder.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Subordinated Note
Total
Price to the public
100.000%
$750,000,000
Underwriting discount
0.420%
$3,150,000
Proceeds, before expenses, to us
99.580%
$746,850,000

The initial price to the public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from
November 1, 2019 and must be paid by the purchaser if the Subordinated Notes are delivered thereafter.

The Subordinated Notes will be issued in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. We
expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of DTC and its participants on or about November 1,
2019.

Joint Bookrunners and Joint Lead Managers

BofA Securities
Credit Suisse
NatWest Markets
RBC Capital Markets

Prospectus Supplement dated October 29, 2019

TABLE OF CONTENTS

Page

Prospectus Supplement
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ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF INFORMATION BY REFERENCE
S-ii
FORWARD-LOOKING STATEMENTS
S-iv
IMPORTANT INFORMATION
S-iv
SUMMARY
S-1
RISK FACTORS
S-8
RECENT DEVELOPMENTS
S-19
USE OF PROCEEDS
S-20
CAPITALIZATION OF THE GROUP
S-21
DESCRIPTION OF THE SUBORDINATED NOTES
S-22
UK AND U.S. FEDERAL TAX CONSEQUENCES
S-33
UNDERWRITING/CONFLICTS OF INTEREST
S-37
LEGAL OPINIONS
S-43
EXPERTS
S-44

Prospectus

ABOUT THIS PROSPECTUS
1
USE OF PROCEEDS
1
THE ROYAL BANK OF SCOTLAND GROUP PLC
1
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF DOLLAR PREFERENCE SHARES
10
DESCRIPTION OF DOLLAR PREFERENCE SHARE AMERICAN DEPOSITARY SHARES
18
DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES
23
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT CONVERTIBLE
29
SECURITIES
DESCRIPTION OF ORDINARY SHARES
35
DESCRIPTION OF ORDINARY SHARE AMERICAN DEPOSITARY SHARES
41
DESCRIPTION OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES
47
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
48
LEGAL OPINIONS
49
EXPERTS
49
ENFORCEMENT OF CIVIL LIABILITIES
50
WHERE YOU CAN FIND MORE INFORMATION
50
INCORPORATION OF DOCUMENTS BY REFERENCE
50
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
51

We have not, and the Underwriters have not, authorised anyone to provide any information other than that contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by us or on our
behalf or to which we have referred you. We and the Underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not, and the Underwriters are not, making an offer to sell these
securities in any state or jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein is accurate only as of their
respective dates.

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

·
"we", "us", "our", "Issuer" and "RBSG" refer to The Royal Bank of Scotland Group plc;

·
"Group" refers to RBSG together with its subsidiaries consolidated in accordance with International Financial Reporting Standards;

·
"SEC" refers to the U.S. Securities and Exchange Commission;
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·
"Indenture" refers to the Subordinated Debt Securities Indenture dated as of December 4, 2012, as amended by the first supplemental
indenture dated December 4, 2012 and the fourth supplemental indenture dated May 28, 2014 (collectively, the "Base Indenture") and as
further amended and supplemented by a fifth supplemental indenture to be dated as of November 1, 2019 (the "Supplemental Indenture")
governing the Subordinated Notes.

·
"pound sterling", "pounds", "sterling", "pence", "£" and "p" refer to the currency of the United Kingdom;

·
"U.S. dollar", "dollars" and "$" refer to the currency of the United States; and

·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in
accordance with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, we file reports and other information with the SEC. The SEC's website, at http://www.sec.gov, and our website, at
http://www.rbs.com, contain reports and other information in electronic form that we have filed. Except for SEC filings incorporated by reference
in this prospectus supplement and the accompanying prospectus, none of the information on or that can be accessed through our website is part of
this prospectus supplement or the accompanying prospectus. You may also request a copy of any filings referred to below (other than exhibits not
specifically incorporated by reference) at no cost, by contacting us at RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland, telephone
+44 (0)131 626 0000.

The SEC allows us to incorporate by reference much of the information we file with them. This means:

·
documents incorporated by reference are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
information that we file with the SEC will automatically update and modify or supersede some of the information included or
incorporated by reference into this prospectus supplement.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or in any document previously incorporated by reference have been modified or superseded. The accompanying prospectus
lists documents that are incorporated by reference into this prospectus supplement. In addition to the documents listed in the accompanying
prospectus, we incorporate by reference the following reports, except for any information contained on websites linked in such reports:

· our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on February 28, 2019 (File No. 001-10306), as
restated by the 2019 Restatement Document (as defined below) (the "2018 Annual Report");

· our interim report on Form 6-K announcing the resignation of Ross McEwan as Chief Executive Officer and Executive Director, filed with
the SEC on April 25, 2019 (File No. 001-10306);

· our interim report on Form 6-K containing a retrospective revision of certain sections of our annual report on Form 20-F for the year
ended December 31, 2018, to reflect changes to the Group's reportable segments

S-ii

and changes in a reporting standard, together with certain other information, filed with the SEC on April 30, 2019 (File No. 001-10306)
(the "2019 Restatement Document");

· our interim report on Form 6-K containing our unaudited condensed consolidated financial statements for the six-months ended and as at
June 30, 2019, together with certain other information, filed with the SEC on August 7, 2019 (File No. 001-10306) (the "H1 2019 Interim
Report");

· our interim report on Form 6-K containing an update on the charges related to Payment Protection Insurance, filed with the SEC on
September 4, 2019 (File No. 001-10306);

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· our interim report on Form 6-K containing an update on the appointment of Alison Rose as Chief Executive Officer and Executive
Director, filed with the SEC on September 20, 2019 (File No. 001-10306); and

· our interim report on Form 6-K containing our unaudited condensed consolidated financial statements for the three-months and nine-
months ended and as at September 30, 2019, together with certain other information, filed with the SEC on October 24, 2019 (File No.
001-10306) (the "Q3 2019 Interim Report").

We also incorporate by reference into this prospectus supplement and accompanying prospectus any future documents we may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this
prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions
thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it (or such portions) is
incorporated by reference in this prospectus supplement.

S-iii

FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions or beliefs
about future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of
1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results
will not differ materially from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk Factors"
in this prospectus supplement and in our 2018 Annual Report which is incorporated by reference herein, "Summary Risk Factors" in our H1 2019
Interim Report which is incorporated by reference herein, "Cautionary Statement on Forward-Looking Statements" in the accompanying
prospectus and "Forward-Looking Statements" in our 2018 Annual Report, the 2019 Restatement Document, the H1 2019 Interim Report and the
Q3 2019 Interim Report which are incorporated by reference herein.

Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made.
Except as required by the UK Financial Conduct Authority (the "FCA"), any applicable stock exchange or any applicable law, we expressly
disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this prospectus
supplement or the documents incorporated by reference herein to reflect any changes in expectations with regard thereto or any new information or
any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional
disclosures that we have made or may make in documents we have filed or may file with the SEC.

IMPORTANT INFORMATION

MiFID II product governance / Professional investors and ECPs only target market--Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Subordinated Notes has led to the conclusion that: (i) the target market for
the Subordinated Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II");
and (ii) all channels for distribution of the Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Subordinated Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Subordinated Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of sales to EEA retail investors--The Subordinated Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document
required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Subordinated Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Subordinated Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any Subordinated Notes under, the
offers to the public contemplated in this prospectus supplement, or to whom the Subordinated Notes are otherwise made available, will be deemed
to have represented, warranted, acknowledged and agreed to and with each Underwriter and the Issuer that it and any person on whose behalf it
acquires Subordinated Notes is not a "retail investor" as defined above.

European Economic Area--This prospectus supplement has been prepared on the basis that any offer of the Subordinated Notes in any
Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus
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for offers of the Subordinated Notes. The expression Prospectus Regulation means Regulation (EU) 2017/1129 (as amended or superseded), and
includes any relevant implementing measure in the Member State of the EEA concerned.

S-iv

Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a)
and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"), we have determined, and hereby notify all relevant
persons (as defined in Section 309A of the SFA) that the Subordinated Notes are "prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04- N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

S-v

SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder
of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein and therein. You should base
your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein, as a whole. Words and expressions defined in "Description of the Subordinated Notes" below shall have the same
meanings in this summary.

General

Issuer
The Royal Bank of Scotland Group plc.
Subordinated Notes
$750,000,000 aggregate principal amount of Fixed-to-Fixed Reset Rate Subordinated Tier
2 Notes due 2029 (the "Subordinated Notes").
Issue Date
November 1, 2019.
Maturity
We will repay the Subordinated Notes at 100% of their principal amount together with any
accrued and unpaid interest on November 1, 2029.
Interest Rate
From (and including) the Issue Date to (but excluding) November 1, 2024 (the "Reset
Date"), interest on the Subordinated Notes will be payable at a rate of 3.754% per annum.

From (and including) the Reset Date to (but excluding) maturity (the "Reset Period"),
interest on the Subordinated Notes will be payable at a rate per annum equal to the
applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent
(as defined herein) on the Reset Determination Date (as defined herein), plus 2.100%.
Interest Payment Dates
Interest on the Subordinated Notes will be payable semi-annually in arrear on May 1 and
November 1 of each year, beginning on May 1, 2020 (each an "Interest Payment Date").
Reset Date
November 1, 2024.
Reset Determination Date
The second business day immediately preceding the Reset Date (the "Reset Determination
Date").

"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.
U.S. Treasury Rate
"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
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constant maturity, for five-year maturities, 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
five years; 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

S-1

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.

The U.S. Treasury Rate shall be determined by the Calculation Agent (as defined below).

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 Issuer equal to the yield on U.S. Treasury securities
having a maturity of five years 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 five years) 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).

"Comparable Treasury Issue" means, with respect to the Reset Period, the U.S. Treasury
security or securities selected by the Issuer with a maturity date on or about the last day of
the Reset Period and that would be utilised, 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 five years.

"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 Issuer
(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
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the Reset Determination Date.
Regular Record Dates
The regular record dates for the Subordinated Notes will be the 15th day of each April and
October of each year, whether or not a business day, immediately preceding the relevant
Interest Payment Date.
Ranking
The Subordinated Notes will constitute our direct, unconditional, unsecured and
subordinated obligations ranking pari passu, without any preference among themselves,
and ranking junior in right of payment to the claims of any existing and future unsecured
and unsubordinated indebtedness. In a winding up or in the event that an administrator has

S-2

been appointed in respect of us and notice has been given that it intends to declare and
distribute a dividend, all amounts due in respect of or arising under the Subordinated
Notes will be subordinated to, and subject in right of payment to the prior payment in full
of, all claims of all Senior Creditors (as defined herein). The ranking of our obligations
shall be set out in the manner provided in the Indenture. In addition, because we are a
holding company, our rights to participate in the assets of any subsidiary if it is liquidated
will be subject to the prior claims of its creditors, including in the case of bank
subsidiaries, their depositors, except to the extent that we may be a creditor with
recognized claims against the subsidiary.
Noteholder's Waiver of Right to Set-Off
By acquiring a Subordinated Note, each holder (and the Trustee acting on behalf of the
holders) 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 such Subordinated Note
or the Indenture (or between our obligations under or in respect of any Subordinated Note
and any liability owed by a holder) that they (or the Trustee acting on their behalf) might
otherwise have against us, whether before or during our winding-up, liquidation or
administration. Notwithstanding the above, if any such rights and claims of any such
holder (or the Trustee acting on behalf of such holders) against us 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 us or, in the event of a winding-up,
liquidation or administration, our liquidator or administrator (or other relevant insolvency
official), as the case may be, to be held on trust for senior creditors, and until such time as
payment is made will hold a sum equal to such amount on trust for senior creditors, and
accordingly such discharge shall be deemed not to have taken place.
Events of Default and Defaults; Limitation of
Events of Default
Remedies

An "Event of Default" with respect to the Subordinated Notes shall only result if:

·
a court of competent jurisdiction makes an order for our winding up which is not
successfully appealed within 30 days; or

·
an effective shareholders' resolution is validly adopted for our winding up,

in each case other than under or in connection with a scheme of amalgamation or
reconstruction not involving a bankruptcy or insolvency.

There are no other Events of Default under the Subordinated Notes. If an Event of Default
with respect to Subordinated Notes occurs and is continuing, the Trustee or the holder or
holders of at least 25% in aggregate principal amount of the outstanding Subordinated
Notes may declare the principal amount of, and any accrued but unpaid interest on such
Subordinated Notes to be due and payable immediately in accordance with the terms of
the Indenture. There are no other circumstances in which holders of Subordinated Notes or
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the Trustee may accelerate amounts to be paid in respect of the Subordinated Notes.

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Defaults

A "Default" with respect to the Subordinated Notes shall result if:

·
any installment of interest in respect of the Subordinated Notes is not paid on or
before the relevant Interest Payment Date and such failure continues for 14 days;
or

·
all or any part of the principal amount of the Subordinated Notes is not paid 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 our
winding up, but the Trustee may not declare the principal amount of any outstanding
Subordinated Notes to be due and payable.

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
Subordinated Notes.

The provisions described under "Description of Debt Securities--Events of Default and
Defaults; Limitation of Remedies" in the accompanying prospectus do not apply to the
Subordinated Notes.

For further details, see "Description of the Subordinated Notes--Events of Default and
Defaults; Limitation of Remedies" and "Risk Factors--The Subordinated Notes contain
very limited Defaults and Events of Default provisions, and the remedies available
thereunder are limited".
Agreement with Respect to the Exercise of UK
Notwithstanding any other agreements, arrangements, or understandings between us and
Bail-in Power
any holder or beneficial owner of the Subordinated Notes, by its acquisition of
Subordinated Notes, each holder and beneficial owner of the Subordinated Notes
acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-
in power by the relevant UK authority which may result in (i) the reduction or cancellation
of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii)
the conversion of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes into ordinary shares or other securities or other obligations of RBSG
or another person; and/or (iii) the amendment or alteration of the maturity of the
Subordinated Notes, or amendment of the amount of interest due on the Subordinated
Notes, or the dates on which interest becomes payable, including by suspending payment
for a temporary period; which UK bail-in power may be exercised by means of variation
of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant
UK authority of such UK bail-in power. Each holder and beneficial owner of the
Subordinated Notes further acknowledges and agrees that the rights of the holders and/or
beneficial owners under the Subordinated Notes are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant
UK authority.

For these purposes, a "UK bail-in power" is 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
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applicable in the United Kingdom to RBSG or other members of the

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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
(whether or not the UK is a Member State of the European Union) and/or within the
context of a UK resolution regime under 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. A reference to the "relevant UK
authority" is to any authority with the ability to exercise a UK bail-in power.
Repayment of Principal and Payment of
No repayment of the principal amount of the Subordinated Notes or payment of interest on
Interest After Exercise of UK Bail-in Power
the Subordinated Notes shall become due and payable after the exercise of any UK bail-in
power by the relevant UK 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 us under the laws and regulations of the United Kingdom and the European
Union applicable to us and the Group.
Capital Disqualification Event Redemption
Subject to the provisions described under "Description of the Subordinated Notes--Notice
of Redemption" and "Description of the Subordinated Notes--Conditions to Redemption
and Repurchase", we may redeem the Subordinated Notes at our sole discretion, in whole
but not in part, at any time at 100% of their principal amount together with any accrued
but unpaid interest to, but excluding, the date of redemption, in the event we determine
that a Capital Disqualification Event (as defined herein) has occurred and is continuing.
See "Description of the Subordinated Notes Loss--Capital Disqualification Event
Redemption" and "Risk Factors--We may redeem the Subordinated Notes at our option
in certain situations, including as a result of certain tax law changes or the occurrence of
a Capital Disqualification Event or on the Optional Redemption Date".
Optional Redemption
Subject to the provisions described under "Description of the Subordinated Notes--Notice
of Redemption" and "Description of the Subordinated Notes--Conditions to Redemption
and Repurchase", we may redeem the Subordinated Notes at our sole discretion, in whole
but not in part, on November 1, 2024 (the "Optional Redemption Date"), at 100% of their
principal amount together with any accrued but unpaid interest to, but excluding, the date
of redemption. See "Risk Factors--We may redeem the Subordinated Notes at our option
in certain situations, including as a result of certain tax law changes or the occurrence of
a Capital Disqualification Event or on the Optional Redemption Date".
Tax Redemption
Subject to the provisions described under "Description of the Subordinated Notes--Notice
of Redemption" and "Description of the Subordinated Notes--Conditions to Redemption
and Repurchase", in the event of certain tax law changes that require us to pay Additional
Amounts (as defined herein) and other limited circumstances as described under
"Description of the Subordinated Notes--Tax Redemption " in this prospectus supplement
and "Description of Debt

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Document Outline

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