Obligation NatWest Markets Ltd 6.125% ( US78010XAK72 ) en USD

NatWest Markets Ltd

100 % ▼

Royaume-Uni

US78010XAK72 ( en USD )

6.125% par an ( paiement semestriel )

11/01/2021 - Obligation échue

Prospectus brochure de l'obligation Natwest Markets plc US78010XAK72 en USD 6.125%, échue

2 000 USD

1 500 000 000 USD

78010XAK7

N/A

NatWest Markets plc est la division de marchés de gros de NatWest Group, offrant des services de banque d'investissement, de négociation et de gestion des risques à une clientèle institutionnelle mondiale.

L'Obligation émise par NatWest Markets Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US78010XAK72, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/01/2021

424B2 1 dp20563_424b2.htm FORM 424B2
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-162219 and 333-162219-01

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee(1)
3.250% Senior Notes due 2014

$500,000,000

$58,050
Guarantees of 3.250% Senior Notes due 2014

(2)
6.125% Senior Notes due 2021

$1,500,000,000

$174,150
Guarantees of 6.125% Senior Notes due 2021

(2)
Total

$2,000,000,000

$232,200
(1) Calculated in accordance with Rule 457(r)
(2) Pursuant to Rule 475(n), no separate fee is payable with respect to the guarantees

PROSPECTUS SUPPLEMENT
(to prospectus dated May 18, 2010)

The Royal Bank of Scotland plc
fully and unconditionally guaranteed by
The Royal Bank of Scotland Group plc
$500,000,000 3.250% Senior Notes due 2014
$1,500,000,000 6.125% Senior Notes due 2021

From and including the date of issuance, interest will be paid on the notes on January 11 and July 11 of each year, beginning on July 11, 2011. The notes
due 2014 (the "2014 Senior Notes") will bear interest at a rate of 3.250% per year and the notes due 2021 (the "2021 Senior Notes") will bear interest at a rate
of 6.125% per year. In this prospectus supplement, we refer to the 2014 Senior Notes and the 2021 Senior Notes collectively as the "Senior Notes".

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among
themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation
of law. The Senior Notes are fully and unconditionally guaranteed by The Royal Bank of Scotland Group plc.

We may redeem the Senior Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the occurrence of
certain tax events described in this prospectus supplement and accompanying prospectus.

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

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-3 and as incorporated by reference herein.

Neither the Securities and Exchange Commission 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.

Underwriting

Price to Public
Discounts
Proceeds to us
Per 2014 Senior Note
99.697%
0.300%
99.397%
Total for 2014 Senior Notes
$498,485,000
$1,500,000
$496,985,000
Per 2021 Senior Note
99.631%
0.450%
99.181%
Total for 2021 Senior Notes
$1,494,465,000
$6,750,000
$1,487,715,000
Total
$1,992,950,000
$8,250,000
$1,984,700,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from January 11, 2011
and must be paid by the purchaser if the Senior Notes are delivered thereafter.

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We expect that the Senior Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants on or
about January 11, 2011.

Sole Bookrunner and Lead Manager
RBS
Co-Managers
BMO Capital Markets
HSBC
BNY Mellon Capital Markets, LLC
J.P. Morgan
CIBC
Morgan Stanley
Citi
TD Securities

Prospectus Supplement dated January 4, 2011

TABLE OF CONTENTS
Prospectus Supplement
Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF INFORMATION BY REFERENCE
S-iii
FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
RISK FACTORS
S-3
USE OF PROCEEDS
S-4
CAPITALIZATION OF THE GROUP
S-4
RATIO OF EARNINGS TO FIXED CHARGES
S-5
DESCRIPTION OF THE SENIOR NOTES
S-6
CERTAIN U.K. AND U.S. FEDERAL TAX CONSEQUENCES
S-9
UNDERWRITING/CONFLICTS OF INTEREST
S-12
LEGAL OPINIONS
S-14
EXPERTS
S-14
Prospectus

About this Prospectus
1
Use of Proceeds
1
The Royal Bank of Scotland plc
1
The Royal Bank of Scotland Group plc
2
Description of Debt Securities
3
Plan of Distribution (Conflicts of Interest)
12
Legal Opinions
13
Experts
13
Enforcement of Civil Liabilities
14
Where You Can Find More Information
14
Incorporation of Documents by Reference
14
Cautionary Statement on Forward-Looking Statements
15
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
(including any free writing prospectus issued or authorized by us). We have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should assume that the information contained
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

· "we," "us," "our" and "RBS" mean The Royal Bank of Scotland plc;

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· "RBSG" means The Royal Bank of Scotland Group plc;

· "Group" means The Royal Bank of Scotland Group plc together with its subsidiaries consolidated in accordance with International Financial
Reporting Standards;

· "Issuer Group" means The Royal Bank of Scotland plc together with its subsidiaries consolidated in accordance with International Financial
Reporting Standards;

S-ii

· "SEC" refers to the Securities and Exchange Commission;

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

· "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

The Group files annual, semiannual and special reports and other information with the Securities and Exchange Commission. You may read and copy any
document that the Group files with the SEC at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC on
1-800-SEC-0330 for further information on the Public Reference Room. The SEC's website, at http://www.sec.gov, contains reports and other information in
electronic form that we have filed. You may also request a copy of any filings referred to below (excluding exhibits) at no cost, by contacting us at 42 St
Andrew Square, Edinburgh EH2 2YE, Scotland, telephone +44-131-556-8555.

The SEC allows us and the Group to incorporate by reference much of the information the Group files with them. This means:

·incorporated documents are considered part of this prospectus supplement;

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

·information that we and the Group file with the SEC will automatically update and supersede this prospectus supplement.

In addition to the documents listed in the accompanying prospectus, we incorporate by reference:

·RBSG's report on Form 6-K furnished with the SEC on December 3, 2010 announcing the signing of a share sale agreement between RBS N.V. and
Korea Development Bank for the sale of RBS Uzbekistan;

·RBSG's report on Form 6-K furnished with the SEC on December 1, 2010 announcing the completion of the sale of substantial assets of its
commodities trading North American Power and Gas business to J.P. Morgan Ventures Energy Corporation;

·RBSG's report on Form 6-K furnished with the SEC on December 1, 2010 announcing the completion of the sale of its interest in Global Merchant
Services to a consortium of Advent International and Bain Capital;

·RBSG's report on Form 6-K furnished with the SEC on November 1, 2010 announcing the completion of the sale of its Sempra Energy Solutions
business to Noble Americas Gas and Power Corporation;
·RBSG's report on Form 6-K furnished with the SEC on October 7, 2010 announcing the sale of substantial assets of its commodities trading North
American Power and Gas business to J.P. Morgan Ventures Energy Corporation;

·RBSG's report on Form 6-K furnished with the SEC on August 6, 2010 announcing RBSG and Aviva plc's plans to renew their strategic partnership;

S-iii

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·RBSG's report on Form 6-K furnished with the SEC on August 6, 2010 announcing the sale of its 80.01% interest in Global Merchant Services to a
consortium of Advent International and Bain Capital;

·RBSG's report on Form 6-K furnished with the SEC on August 4, 2010 announcing the sale of RBS England and Wales and NatWest Scotland
branch based business to Santander UK plc; and

·RBSG's report on Form 6-K furnished with the SEC on August 3, 2010 announcing the settlement with the Financial Services Authority.
We also incorporate by reference in this prospectus supplement and accompanying prospectus any future documents the Group 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 the Group 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.

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 "Presentation
of information--Forward-Looking statements" and "Forward-Looking Statements" in our Annual Report on Form 20-F for the year ended December 31,
2009, which is incorporated by reference.

We and the Group undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement or any information
incorporated by reference, might not occur.

S-iv

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 therein. You should base your investment decision on a
consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a whole. Words and
expressions defined in "Description of the Senior Notes" below shall have the same meanings in this summary.

General

Issuer

The Royal Bank of Scotland plc

Guarantor

The Royal Bank of Scotland Group plc

Senior Notes

$500,000,000 aggregate principal amount of 3.250% Senior Notes due 2014.
$1,500,000,000 aggregate principal amount of 6.125% Senior Notes due 2021.

Issue Date

January 11, 2011

Maturity

We will pay the Senior Notes at 100% of their principal amount plus accrued interest on January 11, 2014 for the
2014 Senior Notes and on January 11, 2021 for the 2021 Senior Notes.

Interest Rate

The 2014 Senior Notes will bear interest at a rate of 3.250% per annum.
The 2021 Senior Notes will bear interest at a rate of 6.125% per annum.

Interest Payment Dates

Every January 11 and July 11, commencing on July 11, 2011.

Regular Record Dates

The June 27 and December 27 of each year immediately preceding the Interest Payment Dates on July 11 and January
11, respectively.

Ranking

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

Guarantee

The Senior Notes are fully and unconditionally guaranteed by RBSG. The guarantee will constitute RBSG's direct,
unconditional, unsecured and unsubordinated obligation ranking pari passu with all RBSG's other outstanding
unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of
law.

Tax Redemption

In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as
described under "Description of the Senior Notes--Tax Redemption " and "Description of Debt Securities--
Redemption" in the accompanying prospectus we may redeem all, but not less than all, of the Senior Notes prior to
maturity.

S-1

Book-Entry Issuance,

We will issue the Senior Notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in
Settlement and Clearance
excess thereof. The Senior Notes will be represented by one or more global securities registered in the name of a
nominee of DTC. You will hold beneficial interests in the Senior Notes through DTC and its direct and indirect
participants, including Euroclear and Clearstream Luxembourg, and DTC and its direct and indirect participants will
record your beneficial interest on their books. We will not issue certificated notes as described in the accompanying
prospectus. Settlement of the Senior Notes will occur through DTC in same day funds. For information on DTC's
book-entry system, see "Description of Debt Securities--Form of Debt Securities; Book-Entry System " in the
accompanying prospectus.

Conflicts of Interest

RBS Securities Inc., an affiliate of RBSG, is a Financial Industry Regulatory Authority ("FINRA") member and an
Underwriter in this offering and has a "conflict of interest" within the meaning of NASD Rule 2720, as administered
by FINRA. Accordingly, this offering will be made in compliance with the applicable provisions of NASD Rule 2720.
Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection with this
offering, as the offering is of a class of securities rated Baa or better by Moody's rating service or Bbb or better by
Standard & Poor's rating service or rated in a comparable category by another rating service acceptable to FINRA.
RBS Securities Inc. is not permitted to sell Senior Notes in this offering to an account over which it exercises
discretionary authority without the prior specific written approval of the account holder.

CUSIP

78010XAJ0 for the 2014 Senior Notes and 78010XAK7 for the 2021 Senior Notes.

ISIN

US78010XAJ00 for the 2014 Senior Notes and US78010XAK72 for the 2021 Senior Notes.

Listing and Trading

We intend to apply to list the Senior Notes on the New York Stock Exchange.

Trustee and Principal Paying

The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom, will act as the trustee and
Agent
initial principal paying agent for the Senior Notes.

Timing and Delivery

We currently expect delivery of the Senior Notes to occur on January 11, 2011.

Use of Proceeds

We intend to use the net proceeds of the offering for general corporate purposes.

Governing Law

The senior debt securities indenture, the Senior Notes and the guarantee are governed by, and construed in accordance
with, the laws of the State of New York.

S-2

RISK FACTORS
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Prospective investors should consider carefully the risk factors incorporated by reference into this Prospectus Supplement and as set out below as well as
the other information set out elsewhere in this Prospectus Supplement (including any other documents incorporated by reference herein) and reach their own
views prior to making any investment decision with respect to the Senior Notes.

Set out below and incorporated by reference herein are certain risk factors which could have a material adverse effect on the business, operations,
financial condition or prospects of RBS and RBSG and cause RBS's and RBSG's future results to be materially different from expected results. RBS's and
RBSG's results could also be affected by competition and other factors. These factors should not be regarded as a complete and comprehensive statement of
all potential risks and uncertainties RBS and RBSG face. RBS and RBSG have described only those risks relating to their operations that they consider to be
material. There may be additional risks that RBS and RBSG currently consider not to be material or of which they are not currently aware, and any of these
risks could have the effects set forth above. All of these factors are contingencies which may or may not occur and RBS and RBSG are not in a position to
express a view on the likelihood of any such contingency occurring. Investors should note that they bear RBS's and RBSG's solvency risk. Each of the risks
highlighted could have a material adverse effect on the amount of principal and interest which investors will receive in respect of the Senior Notes. In addition,
each of the highlighted risks could adversely affect the trading price of the Senior Notes or the rights of investors under the Senior Notes and, as a result,
investors could lose some or all of their investment.

RBS is a principal operating subsidiary of RBSG and accounts for a substantial proportion of the consolidated assets, liabilities and operating profits of
RBSG. Accordingly, those risk factors incorporated by reference which relate to RBSG and the Group will also be of relevance to RBS.

Risks relating to RBS and RBSG

For a description of risk associated with RBS and RBSG, see the section entitled "Risk Factors" of the Form 6-Ks dated August 13, 2010 and December
23, 2010, which are incorporated by reference herein.

Risks relating to the Senior Notes

An active trading market may not develop for the Senior Notes

Prior to the offering, there was no existing trading market for the Senior Notes. We intend to apply for listing of the Senior Notes on the New York Stock
Exchange. If, however, an active trading market does not develop or is not maintained, the market price and liquidity of the Senior Notes may be adversely
affected. In that case, holders of the Senior Notes may not be able to sell Senior Notes at a particular time or may not be able to sell Senior Notes at a
favorable price. The liquidity of any market for the Senior Notes will depend on a number of factors including:

·the number of holders of the Senior Notes;

·our ratings published by major credit rating agencies;

·our financial performance;

·the market for similar securities;

·the interest of securities dealers in making a market in the Senior Notes; and

·prevailing interest rates.

We cannot assure you that an active market for the Senior Notes will develop or, if developed, that it will continue.

S-3

Our credit ratings may not reflect all risks of an investment in the Senior Notes and the guarantee.

RBS's and RBSG's credit ratings may not reflect the potential impact of all risks related to the market values of the Senior Notes and the
guarantee. However, real or anticipated changes in our credit ratings will generally affect the market values of the Senior Notes and the guarantee. A credit
rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Investors should be aware that the materialization of any of the above risks may adversely affect the value of the Senior Notes and the guarantee.

USE OF PROCEEDS

The net proceeds from the sale of the Senior Notes, less the underwriting compensation stated on the cover of this prospectus supplement and expenses
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payable by us estimated at $500,000, are estimated to be $1,984,200,000. These proceeds will be used for general corporate purposes. We have raised capital
in various markets from time to time and we expect to continue to raise capital in appropriate markets as and when required.

CAPITALIZATION OF THE GROUP

The following table shows the Group's issued and fully paid share capital, owners' equity and indebtedness on an unaudited consolidated basis in
accordance with IFRS as at September 30, 2010.

As at
September

30, 2010

£m

Share capital--allotted, called up and fully paid

Ordinary shares of 25p

14,492
B shares of £0.01

510
Dividend access share of £0.01

-
Non-voting deferred shares of £0.01

27
Additional value shares of £0.01

-
Non-cumulative preference shares of US$0.01

1
Non-cumulative convertible preference shares of US$0.01

-
Non-cumulative preference shares of 0.01

-
Non-cumulative convertible preference shares of 0.01

-
Non-cumulative convertible preference shares of £0.25

-
Non-cumulative convertible preference shares of £0.01

-
Cumulative preference shares of £1

-
Non-cumulative preference shares of £1.00

-

15,030
Retained income and other reserves

60,570
Owners' equity

75,600
Group indebtedness

Subordinated liabilities

27,890
Debt securities in issue

235,083
Total indebtedness

262,973
Total capitalization and indebtedness

338,573
________
Under IFRS, certain preference shares are classified as debt and are included in subordinated liabilities in the table above.
On November 19, 2010, the Group cancelled all of its outstanding non-voting deferred shares of £0.01 each.

S-4

On December 31, 2010, the Group converted 185,134 non-cumulative convertible preference shares of £0.01 each (included as Subordinated Liabilities
above) into ordinary shares resulting in 486,666,612 ordinary shares being issued.

On October 12, 2010, RBS issued GBP 125 million floating rate notes due October 12, 2011 guaranteed by RBSG.

On October 19, 2010, RBS issued JPY 362 million fixed rate notes due October 18, 2013 guaranteed by RBSG.

On October 19, 2010, RBS issued JPY 163 million fixed rate notes due October 19, 2015 guaranteed by RBSG.

On October 19, 2010, RBS issued EUR 1,759 million fixed rate notes due October 19, 2020 guaranteed by RBSG.

On November 2, 2010, RBS issued EUR 131 million floating rate notes due July 25, 2017 guaranteed by RBSG.

As of November 30, 2010, debt securities in issue were £225.2 billion.

Save as disclosed above, the information contained in the tables above has not changed materially since September 30, 2010.
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RATIO OF EARNINGS TO FIXED CHARGES

Nine Months
Ended
September

30,

Year Ended December 31,

2010

2009(3)

2008 (3)

2007

2006

2005

Ratio of earnings to combined fixed charges and
preference share dividends (1)(2)

--including interest on deposits

0.93

0.81

1.45

1.62

1.67

--excluding interest on deposits

0.34

5.73

6.12

6.05

Ratio of earnings to fixed charges only (1)(2)

--including interest on deposits

0.94

0.85

1.47

1.64

1.69

--excluding interest on deposits

0.40

6.53

6.87

6.50

__________
(1) For this purpose, earnings consist of income before tax and minority interests, plus fixed charges less the unremitted income of associated undertakings
(share of profits less dividends received). Fixed charges consist of total interest expense, including or excluding interest on deposits and debt securities in
issue, as appropriate, and the proportion of rental expense deemed representative of the interest factor (one third of total rental expenses).

(2) The earnings for the years ended December 31, 2009 and December 31, 2008, were inadequate to cover total fixed charges and preference share dividends
excluding interest on deposits and for December 31, 2008 only, total fixed charges including interest on deposits. The coverage deficiencies for total fixed
charges and preference share dividends including interest on deposits for the year ended December 31, 2008, were £26,287 million. The coverage
deficiencies for total fixed charges and preference share dividends excluding interest on deposits for the year ended December 31, 2009, and for the year
ended December 31, 2008 were £3,582 million and £26,287 million, respectively. The coverage deficiencies for fixed charges only including interest on
deposits for the year ended December 31, 2008 were £25,691 million. The coverage deficiencies for fixed charges only excluding interest on deposits for
the year ended December 31, 2009 and for the year ended December 31, 2008 were £2,647 million and £25,691 million, respectively.

(3) Negative ratios have been excluded.

S-5

DESCRIPTION OF THE SENIOR NOTES

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we
may issue contained in the accompanying prospectus under the heading "Description of Debt Securities." If there is any inconsistency between the following
summary and the description in the accompanying prospectus, the following summary governs.

The 2014 Senior Notes will be issued in an aggregate principal amount of $500,000,000 and will mature on January 11, 2014 and the 2021 Senior Notes
will be issued in an aggregate principal amount of $1,500,000,000 and will mature on January 11, 2021. From and including the date of issuance, interest will
accrue on the 2014 Senior Notes at a rate of 3.250% per annum and on the 2021 Senior Notes at a rate of 6.125% per annum. Interest will accrue from January
11, 2011. Interest will be payable semi-annually in arrears on January 11 and July 11 of each year, commencing on July 11, 2011. The regular record dates
for the Senior Notes will be the December 27 and June 27 of each year immediately preceding the interest payment dates on January 11 and July 11,
respectively.

If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue
during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day,
we 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 or repayment.

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 authorized or
required by law or regulation to close in the City of New York or in the City of London.

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

Tax Redemption

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We may redeem the Senior Notes in whole but not in part in the event of certain changes in the tax laws of the United Kingdom. In the event of such a
redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the
date of redemption.

If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the
payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying
prospectus under "Description of Debt SecuritiesRedemption."

General

The Senior Notes will constitute separate series of senior debt securities issued under an indenture between us as Issuer, RBSG as Guarantor, and The
Bank of New York Mellon as trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $2,000 and in integral multiples of
$1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The principal corporate trust office of the trustee in the London, United Kingdom, is designated as the principal paying agent. We may at any time
designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

S-6

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities in the name of a nominee of The
Depository Trust Company (the "DTC"). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect
to deliver the Senior Notes through the facilities of the DTC on January 11, 2011. For a more detailed summary of the form of the Senior Notes and settlement
and clearance arrangements, you should read "Description of Debt SecuritiesForm of Debt Securities; Book-Entry System" in the accompanying
prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC's same-day funds settlement system
and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of
Euroclear and Clearstream, Luxembourg.

Definitive debt securities will only be issued in limited circumstances described under "Description of Debt SecuritiesForm of Debt Securities; Book-
Entry System" in the accompanying prospectus.

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately
available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading
activity in such interests will therefore settle in same-day funds.

We may, without the consent of the holders of the relevant Senior Notes, issue additional notes having the same ranking and same interest rate, maturity
date, redemption terms and other terms as the relevant Senior Notes described in this prospectus supplement except for the price to the public and issue date,
provided however that such further notes must be fungible with the relevant Senior Notes for U.S. federal income tax purposes. Any such additional notes,
together with the relevant Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the amended and restated
indenture relating to senior debt securities issued by us, dated as of August 13, 2010, between us, RBSG, and The Bank of New York Mellon. There is no
limitation on the amount of notes or other debt securities that we may issue under such indenture.

Payment of Additional Amounts

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Senior Notes, for
taxes or other governmental charges. If such a withholding or deduction is required, we may be required to pay additional amounts such that the net amount
paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction
been required. For more information on additional amounts and the situations in which we must pay additional amounts, see "Description of Debt Securities
-- Additional Amounts" in the accompanying prospectus.

Waiver of Right to Set-Off

By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such
Senior Note or the indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the trustee to us) that they
might otherwise have against us, whether before or during our winding up.

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Discharge

We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior
Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year
and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due
dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that
has occurred and not been cured, as described under "Description of Debt SecuritiesEvents of Default and Defaults; Limitation of RemediesSenior Debt
Security Event of Default" in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the
requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.

Listing

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

Guarantee

The Senior Notes are fully and unconditionally guaranteed by RBSG. The guarantee is set forth in, and forms part of, the indenture under which Senior
Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, RBSG will cause the payment
to be made to or to the order of the applicable trustee. The guarantee will constitute RBSG's direct, unconditional, unsecured and unsubordinated obligation
ranking pari passu with all RBSG's other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred
by operation of law. Holders of Senior Notes issued by us may sue RBSG to enforce their rights under the guarantee without first suing any other person or
entity. RBSG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such
assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.

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CERTAIN U.K. AND U.S. FEDERAL TAX CONSEQUENCES

The following is a summary of the material U.K. and U.S. federal tax consequences of the acquisition, ownership and disposition of the Senior Notes by a
"U.S. holder," described below, that is not connected with us for relevant tax purposes, that holds the Senior Notes as capital assets and that purchases them as
part of the initial offering of the Senior Notes at their "issue price," which will be equal to the first price to the public (not including bondhouses, brokers or
similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the Senior Notes is
sold for money. For purposes of this discussion, a "U.S. holder" is a beneficial owner of a Senior Note that is for United States federal income tax purposes (i)
a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in
or under the laws of the United States or of any state thereof or the District of Columbia, or (iii) an estate or trust the income of which is subject to United
States federal income taxation regardless of its source.

This discussion does not describe all of the tax consequences that may be relevant to U.S. holders in light of their particular circumstances or to holders
subject to special rules, such as:

·holders who are resident (or in the case of an individual, ordinarily resident) in the United Kingdom for U.K. tax purposes;

·certain financial institutions;

·insurance companies;

·dealers in securities or foreign currencies;

·persons holding notes as part of a hedge or other integrated transaction;

·persons whose functional currency is not the U.S. dollar;

·partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

·persons subject to the alternative minimum tax;
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Document Outline

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