Obbligazione NatWest Markets Ltd 0% ( XS0123062886 ) in USD

NatWest Markets Ltd

100 USD ⇌

Regno Unito

XS0123062886 ( in USD )

18/09/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Natwest Markets plc XS0123062886 in USD 0%, scaduta

1 000 USD

125 600 000 USD

NatWest Markets plc è la divisione di investimento bancario di NatWest Group, operante nei mercati finanziari globali fornendo servizi di trading, gestione di investimenti e consulenza a clienti istituzionali.

The Obbligazione issued by NatWest Markets Ltd ( United Kingdom ) , in USD, with the ISIN code XS0123062886, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 18/09/2020

PROSPECTUS
The Royal Bank of Scotland Group plc
(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number 45551)
The Royal Bank of Scotland plc
(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number 90312)
£35,000,000,000
Euro Medium Term Note Programme
On 22nd February, 1994, The Royal Bank of Scotland plc entered into a £1,500,000,000 (since increased from time
to time and further increased as at the date hereof to £35,000,000,000) Euro Medium Term Note Programme (the
"Programme") and issued a prospectus on that date describing the Programme. Further prospectuses describing the
Programme were issued by The Royal Bank of Scotland Group plc (an "Issuer"or"RBSG") and The Royal Bank of
Scotland plc (an "Issuer" or "Royal Bank"or"RBS" and together with RBSG the "Issuers" and each an "Issuer"), the
latest prospectus being issued on 22nd April, 2004, and a supplementary prospectus, supplementary to and to be read in
conjunction with the prospectus dated 22nd April, 2004 was issued by the Issuers, on 18th May, 2004. This Prospectus
supersedes any previous prospectus and supplementary prospectus. Any Notes (as defined below) issued under the
Programme on or after the date of this Prospectus are issued subject to the provisions described herein. This does not affect
any Notes issued before the date of this Prospectus.
Under the Programme each of RBSG and RBS may, subject to compliance with all relevant laws, regulations
and directives, from time to time issue notes (the "Notes") denominated in any currency agreed by the relevant Issuer
and the relevant Dealer(s) (as defined below). The maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed £35,000,000,000 (or its equivalent in other currencies, subject to increase as provided herein).
Notes to be issued under the Programme may comprise (i) unsubordinated Notes ("Ordinary Notes"), (ii) Notes which
are subordinated as described herein with a maturity date ("Dated Subordinated Notes") and (iii) Notes which are
subordinated as described herein with no maturity date ("Undated Subordinated Notes").
The Notes may be issued on a continuing basis to one or more of the Dealers specified below and any additional
Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an
ongoing basis (each a "Dealer" and together the "Dealers").
Application has been made to the Luxembourg Stock Exchange for Notes to be issued under the Programme
during the period of twelve months from the date of this Prospectus to be listed on the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes
and any other terms and conditions not contained herein which are applicable to each issue of Notes will be set forth in
a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to the Luxembourg Stock
Exchange (the "Listed Notes"), will be delivered to the Luxembourg Stock Exchange on or before the date of issue of
such Notes. The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be
agreed between the relevant Issuer and the relevant Dealer(s). In particular, Notes denominated in Australian dollars
and issued in the Australian domestic capital markets ("Australian Domestic Notes") may be listed on the Australian
Stock Exchange. The Issuers may also issue unlisted Notes.
The Programme will be rated by Moody's Investors Service Limited, by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. and by Fitch Ratings Limited. Notes issued under the Programme may
be rated or unrated (in each case as specified in the applicable Pricing Supplement). Where an issue of Notes is rated,
its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation
to buy, sell or hold securities and may be subject to change, suspension or withdrawal at any time by the assigning rating
agency.
Each of the Issuers may agree with any Dealer that Notes may be issued in a form not contemplated by the terms
and conditions of the Notes herein, in which event (in the case of Listed Notes only), if appropriate, a supplementary
prospectus will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
The Royal Bank of Scotland
Dealers
BNP PARIBAS
Citigroup
Goldman Sachs International
HSBC
JPMorgan Cazenove
Merrill Lynch International
Mizuho International plc
Nomura International
The Royal Bank of Scotland
UBS Investment Bank
29th April, 2005

The Issuers accept responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuers (having taken all reasonable care to ensure that such is the case)
the information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Each Issuer undertakes, in connection with the listing of the Notes on the Luxembourg Stock
Exchange that if, while any of the Notes are outstanding under the Programme, there shall occur any
material adverse change affecting such Issuer which is not reflected in the Prospectus or if the terms of
the Programme are modified or amended in such a manner which would make the Prospectus, as
supplemented, inaccurate or misleading in any material respect, such Issuer will prepare an amendment
or supplement to the Prospectus or prepare a new Prospectus.
Notes, other than Australian Domestic Notes, may only be issued in bearer form and Australian
Domestic Notes may only be issued in registered form (respectively, "Bearer Notes" and "Registered
Notes"). Each Tranche (as defined below) of Bearer Notes will initially be represented by a temporary
global Note or, if so specified in the applicable Pricing Supplement, a permanent global Note which,
in either case, will be deposited on the issue date thereof with a common depositary on behalf of
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") and/or any other agreed clearance system. A
temporary global Note will be exchangeable for either a permanent global Note or Notes in definitive
form, in each case as specified in the applicable Pricing Supplement, and in each case upon certification
as to non-US beneficial ownership as required by U.S. Treasury regulations. A permanent global Note
will be exchangeable for definitive Notes, in whole or, in the circumstances described in "Form of the
Notes" below, in part, upon either (a) 60 days' notice given at any time or (b) only upon the occurrence
of an Exchange Event (as defined in "Form of the Notes" on page 12). Registered Notes will take the
form of entries in a register.
Although Royal Bank is authorised as a foreign authorised deposit taking institution to carry on
banking business in Australia under the Banking Act 1959 of Australia, its present intention is that
Australian Domestic Notes will be issued by Royal Bank acting through a branch outside Australia as
specified in the relevant Pricing Supplement and, in such case, will constitute obligations of Royal Bank
to be performed through such branch. If, however, Royal Bank decides to issue Australian Domestic
Notes acting through a branch in Australia, appropriate amendments to the terms and conditions
applicable to such Notes and further disclosure in respect of the tax implications of such an issue of
Notes will be made in the relevant Pricing Supplement.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see
"Subscription and Sale" on page 73).
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" on page 4). This Prospectus shall be
read and construed on the basis that such documents are so incorporated and form part of this
Prospectus.
None of the Dealers, the Australian Registrar (as defined below) and the Trustee have separately
verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility is accepted by any of the Dealers, the Australian
Registrar or the Trustee as to the accuracy or completeness of the information contained in this
Prospectus or any financial statements or any other information provided by the Issuers in connection
with the Programme or the Notes.
No person has been authorised to give any information or to make any representation not contained
in or which is inconsistent with this Prospectus or any financial statements or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
2

representation must not be relied upon as having been authorised by the Issuers, any of the Dealers,
the Australian Registrar or the Trustee.
Neither this Prospectus nor any financial statements or any other information supplied in connection
with the Programme or the Notes (i) is intended to provide the basis of any credit or other evaluation
or (ii) should be considered as a recommendation or a statement of opinion (or a report of either of
those things) by the Issuers, any of the Dealers, the Australian Registrar or the Trustee that any
recipient of this Prospectus or any financial statements or any other information supplied in
connection with the Programme or the Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the relevant Issuer. Neither this Prospectus nor
any financial statements or any other information supplied in connection with the Programme or the
Notes constitutes an offer or invitation by or on behalf of the Issuers, any of the Dealers, the
Australian Registrar or the Trustee to any person to subscribe for or to purchase any Notes.
The delivery of this Prospectus does not at any time imply that the information contained in this
Prospectus concerning either Issuer is correct at any time subsequent to the date of this Prospectus or
that any other information supplied in connection with the Programme or the Notes is correct as of
any time subsequent to the date indicated in the document containing the same. The Dealers, the
Australian Registrar and the Trustee expressly do not undertake to review the financial condition or
affairs of the Issuers or any of their subsidiaries during the life of the Programme. Investors should
review, inter alia, the most recently published annual report and accounts of the Issuers when deciding
whether or not to purchase any Notes.
The Issuers, the Dealers, the Australian Registrar and the Trustee do not represent that this Prospectus
may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular,
no action has been taken by the Issuers, the Dealers, the Australian Registrar or the Trustee (save for
the submission of this Prospectus to the Luxembourg Stock Exchange) which would permit a public
offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations, and the Dealers have represented accordingly.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves
about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this
Prospectus and/or the offer or sale of Notes in the United States of America, the United Kingdom,
Australia, Japan, The Netherlands, Germany and France (see "Subscription and Sale" on page 73).
All references in this Prospectus to "euro" and "EUR" refer to the currency introduced at the start of
the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the
European Community as amended, those to "Japanese Yen", refer to the currency of Japan, those to
"Sterling", "£" and "pounds" refer to the currency of the United Kingdom, those to "Australian
dollars" and "A$" refer to the currency of Australia, those to "Canadian dollars" and "C$" refer to the
currency of Canada and those to "United States dollars" and "U.S.$" refer to the currency of the
United States of America.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Pricing Supplement or any person acting for it may, outside Australia
and on a market operated outside Australia, over-allot or effect transactions with a view to supporting the
market price of the Notes of the Series (as defined below) of which such Tranche forms part at a level
higher than that which might otherwise prevail for a limited period after the issue date. However, there
may be no obligation on the stabilising manager or its agent to do this. Such stabilising if commenced,
may be discontinued at any time, and must be brought to an end after a limited period.
3

TABLE OF CONTENTS
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of the Programme and Terms and Conditions of the Notes . . . . . . . . . . . . . .
6
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Description of the Royal Bank of Scotland Group . . . . . . . . . . . . . . . . . . . . . . . .
55
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Summary Consolidated Financial Information of The Royal Bank of Scotland Group plc . .
59
Capitalisation and Indebtedness of The Royal Bank of Scotland Group plc . . . . . . . . . .
60
Consolidated Financial Statements of The Royal Bank of Scotland Group plc . . . . . . . . .
65
Capitalisation and Indebtedness of The Royal Bank of Scotland plc . . . . . . . . . . . . . .
69
United Kingdom Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Australian Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a)
the most recently published annual report and accounts of the Issuers from time to time;
(b)
the most recently published interim financial statements of RBSG; and
(c)
all supplements to this Prospectus circulated by the Issuers from time to time in accordance with
the undertakings given by the Issuers in the Programme Agreement described in "Subscription
and Sale" on page 73 (the "Programme Agreement"),
save that any statement contained herein or in a document which is incorporated in whole or in part by
reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the
extent that a statement contained in any subsequent document which is deemed to be incorporated in
whole or in part by reference herein modifies or supersedes such earlier statement (whether expressly,
by implication or otherwise).
For the avoidance of doubt, Royal Bank does not publish any interim financial statements.
Each Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which
are incorporated in whole or in part herein by reference. Written or oral requests for such documents
should be directed to the Issuers at their principal office set out at the end of this Prospectus. In
addition, such documents will be available, free of charge, from the principal office in Luxembourg of
J.P. Morgan Bank Luxembourg S.A. in its capacity as paying agent (the "Luxembourg Paying Agent").
4

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuers may, subject to compliance with all applicable laws, regulations and
directives, from time to time issue Notes denominated in any currency as may be agreed with the
relevant Dealer(s), subject as set out herein. A summary of the Terms and Conditions of the Notes and
of the Programme appears on pages 6 to 11. The applicable terms of any Notes will be agreed between
the relevant Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the
Terms and Conditions of the Notes endorsed on, or incorporated by reference into, the Notes, as
modified and supplemented by the applicable Pricing Supplement with respect to each Tranche of
Notes attached to, or endorsed on, such Notes, as more fully described under "Form of the Notes" and
"Form of Pricing Supplement" on pages 14 to 21. Each such Pricing Supplement will, in the case of a
Tranche of Notes which are to be admitted to the Luxembourg Stock Exchange, be delivered to the
Luxembourg Stock Exchange, where appropriate, on or before the date of issue of such Tranche.
Subject as set out herein, this Prospectus and any supplement hereto will only be valid for issuing and,
if applicable, admitting Notes to the Luxembourg Stock Exchange in an aggregate nominal amount
which, when added to the aggregate nominal amount then outstanding of all Notes previously or
simultaneously issued under the Programme (excluding for this purpose Notes due to be redeemed on
the relevant day of calculation), does not exceed £35,000,000,000 or its equivalent in other currencies.
For the purpose of calculating the Sterling equivalent of the aggregate nominal amount of Notes
outstanding at any one time under the Programme:
(a)
subject to paragraph (b) below, the Sterling equivalent of Notes denominated in another
Specified Currency shall be calculated, at the discretion of the relevant Issuer, either as of the
date of agreement to issue such Notes or on the day preceding such agreement on which
commercial banks and foreign exchange markets settle payments in London, on the basis of the
spot rate for the sale of Sterling against the purchase of such Specified Currency in the London
foreign exchange market quoted by RBS or any leading bank selected by the relevant Issuer on
the relevant day of calculation; and
(b)
the Sterling equivalent of Dual Currency Notes, Index Linked Notes, Zero Coupon Notes,
Partly Paid Notes (each as described under "Summary of the Programme and Terms and
Conditions of the Notes" on pages 6 to 11) or any other Notes issued at a discount or a premium
shall be calculated in the manner specified above by reference to the original nominal amount of
such Notes (in the case of Partly Paid Notes regardless of the amount paid up on such Notes).
As used herein, "Specified Currency" means the currency (including any national currency unit (being
a non-decimal denomination of the euro)) in which Notes are denominated and, in the case of Dual
Currency Notes, the currency or currencies in which payment in respect of Notes is to be or may be
made.
5

SUMMARY OF THE PROGRAMME AND TERMS
AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified by, the
remainder of this Prospectus and, in relation to the Terms and Conditions of any particular Tranche of
Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the Notes" and
"Terms and Conditions of the Notes" below shall have the same meanings in this summary, and references
to a numbered "Condition" shall be to the relevant Condition under "Terms and Conditions of the Notes"
below.
Issuers:
The Royal Bank of Scotland Group plc
The Royal Bank of Scotland plc
Description:
Euro Medium Term Note Programme
Arranger:
The Royal Bank of Scotland plc
Dealers:
BNP Paribas
Citigroup Global Markets Limited
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Merrill Lynch International
Mizuho International plc
Nomura International plc
The Royal Bank of Scotland plc
UBS Limited
and any other Dealers appointed in accordance with the Programme
Agreement.
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale" on
page 73).
Trustee:
The Law Debenture Trust Corporation p.l.c.
Agent:
JPMorgan Chase Bank, N.A.
Size:
Up to £35,000,000,000 (or its equivalent in other currencies calculated
as described herein) outstanding at any time. The Issuers may increase
the amount of the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the relevant Issuer and the
relevant Dealer(s), including, without limitation, euro, Japanese Yen,
Sterling, Australian dollars and United States dollars (as indicated in
the applicable Pricing Supplement).
Australian Domestic Notes:
Royal Bank may issue Australian Domestic Notes but only in
accordance with the following requirements.
6

Australian Domestic Notes:

will be issued in registered form, constituted by the Deed Poll to
be executed by Royal Bank and governed by the laws of New
South Wales, Australia (the "Deed Poll") and take the form of
entries on a register to be maintained by J.P. Morgan
Institutional Services Australia Limited (ABN 48 002 916 396)
or such other Australian registrar appointed by Royal Bank and
specified in the applicable Pricing Supplement (the "Australian
Registrar");

will provide for payments of principal and interest to be made in
Sydney;

will provide for Royal Bank to submit to the jurisdiction of the
courts of New South Wales;

if they are to be listed, will be listed on the Australian Stock
Exchange;

will be eligible for lodgment into the Austraclear System
operated by Austraclear Limited (ABN 94 002 060 773); and

will be issued with a minimum subscription amount of
A$500,000 (disregarding moneys lent by Royal Bank or its
associates) unless the offer otherwise does not require disclosure
to investors in accordance with Part 6D.2 of the Corporations
Act 2001 of Australia.
Maturities:
Any maturity (including undated Notes with no fixed redemption
date) as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Pricing Supplement subject
to such minimum or maximum maturities as may be allowed or
required from time to time by the relevant central bank (or equivalent
body, however called) or any laws or regulations applicable to the
relevant Issuer or the relevant Specified Currency. Notwithstanding
the foregoing, at the date of this Prospectus, in the case of Dated and
Undated Subordinated Notes (as described in Condition 2(b) and 2(c)
respectively) which qualify as Tier 2 or Tier 3 capital in accordance
with the requirements of the Financial Services Authority, the
minimum maturity will be five years and one day (Tier 2 capital) or
two years (Tier 3 capital).
Any Notes issued by RBSG and having a maturity of less than one
year from their date of issue must (a) have a minimum denomination
of £100,000 (or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses; or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent)
for the purposes of their businesses or (b) be issued in other
circumstances which do not constitute a contravention of Section 19 of
the Financial Services and Markets Act 2000 (the "FSMA") by RBSG.
Issue Price:
Notes may be issued on a fully paid or a partly paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
7

Form of Notes:
Each Tranche of Bearer Notes will initially be represented by a
temporary global Note or, if so specified in the applicable Pricing
Supplement, a permanent global Note which, in either case, will be
deposited on the relevant Issue Date with a common depositary for
Euroclear and Clearstream, Luxembourg and/or any other agreed
clearance system. A temporary global Note will be exchangeable,
either for a permanent global Note or definitive Notes, in each case as
specified in the applicable Pricing Supplement and in each case not
earlier than 40 days after the Issue Date upon certification of non-U.S.
beneficial ownership as required by U.S. Treasury regulations.
A permanent global Note may be exchanged in whole or, in the
circumstances described in "Form of the Notes" below, in part for
definitive Notes either (a) on 60 days' notice given at any time or (b)
only upon the occurrence of an Exchange Event (as defined in "Form
of the Notes" below). Any interest in a global Note will be transferable
only in accordance with the rules and procedures for the time being of
Euroclear, Clearstream, Luxembourg and/or any other agreed
clearance system, as applicable.
Registered Notes, being Australian Domestic Notes only, will take the
form of entries in a register maintained by the Australian Registrar.
Fixed Rate Notes:
Interest on Notes bearing interest on a fixed rate basis ("Fixed Rate
Notes") will be payable in arrear (unless otherwise specified in the
applicable Pricing Supplement) on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer(s) (as indicated in
the applicable Pricing Supplement) and on redemption.
Interest on Fixed Rate Notes will be calculated on the basis of the
Fixed Coupon Amount specified in the applicable Pricing Supplement,
or in the case of interest required to be calculated for a period of other
than a full year, on the basis of the Day Count Fraction specified in the
applicable Pricing Supplement.
Floating Rate Notes:
Notes bearing interest on a floating rate basis ("Floating Rate Notes")
will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2000 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at
the Issue Date of the first Tranche of the Notes of the relevant
Series);
(b)
or on the basis of a reference rate appearing on an agreed screen
page of a commercial quotation service; or
(c)
on such other basis as may be agreed between the relevant Issuer
and the relevant Dealer(s) (as indicated in the applicable Pricing
Supplement).
The margin (the "Margin") (if any) relating to such floating rate will
be agreed between the relevant Issuer and the relevant Dealer(s) for
each issue of Floating Rate Notes.
8

Floating Rate Notes may also have a maximum rate of interest (the
"Maximum Rate of Interest"), a minimum rate of interest (the
"Minimum Rate of Interest") or both.
Interest on Floating Rate Notes in respect of each Interest Period (as
defined in Condition 3(b)(i)), as selected prior to issue by the relevant
Issuer and the relevant Dealer(s), will be payable on the first day of the
next Interest Period and will be calculated on the basis of the Day
Count Fraction specified in the applicable Pricing Supplement.
Specified Periods for Floating Such period(s) as the relevant Issuer and the relevant Dealer(s) may
Rate Notes:
agree (as indicated in the applicable Pricing Supplement).
Change of Interest/Payment
Notes may be converted from one interest and/or payment basis (the
Basis:
"Interest/Payment Basis") to another if so provided in the applicable
Pricing Supplement.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Notes, the principal and/or
interest in respect of which is or may be payable in one or more
Specified Currencies other than the Specified Currency in which they
are denominated ("Dual Currency Notes") will be made in such
currencies, and based on such rates of exchange, as the relevant Issuer
and the relevant Dealer(s) may agree (as indicated in the applicable
Pricing Supplement).
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes
or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula or to changes in
the prices of securities or commodities or to such other factors as the
relevant Issuer and the relevant Dealer(s) may agree (as indicated in the
applicable Pricing Supplement).
Zero Coupon Notes:
Notes issued on a non-interest bearing basis (the "Zero Coupon
Notes") will be offered and sold at a discount to their nominal amount
and will not bear interest (other than interest due after the Maturity
Date in the case of late payment).
Partly Paid Notes:
Notes may be issued on a partly paid basis in which case interest will
accrue on the paid-up amount of such Notes (or as otherwise indicated
in the applicable Pricing Supplement).
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate
either that the Notes of that Tranche cannot be redeemed prior to their
stated maturity (other than in the case of Instalment Notes or for
taxation reasons or following an Event of Default) or that such Notes
will be redeemable prior to such stated maturity at the option of the
relevant Issuer and/or the holders of such Notes upon giving not less
than 45 nor more than 60 days' irrevocable notice (or such other notice
period (if any) as is indicated in the applicable Pricing Supplement) to
the holders of such Notes or the relevant Issuer, as the case may be, on
a date or dates specified prior to such stated maturity and at a price or
prices and on such terms as are indicated in the applicable Pricing
Supplement.
No redemption of
Dated Subordinated Notes or Undated
Subordinated Notes for taxation reasons or otherwise at the option of
the relevant Issuer, or any purchase of such Notes by the relevant
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Issuer, may be made with the prior consent of the Financial Services
Authority.
There is no fixed redemption date for Undated Subordinated Notes,
and the relevant Issuer may only redeem them in accordance with the
terms indicated in the applicable Pricing Supplement.
The applicable Pricing Supplement may provide that Notes may be
redeemed in two or more instalments of such amounts, on such dates
and on such other terms as are indicated in such Pricing Supplement.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer(s) and as indicated in the
applicable Pricing Supplement save that the minimum denomination of
each Note will be such as may be allowed or required from time to time
by the relevant central bank (or equivalent body, however called) or
any laws or regulations applicable to the relevant Issuer or the relevant
Specified Currency. Although there is no minimum denomination for
Australian Domestic Notes, the minimum subscription price for
Australian Domestic Notes will be A$500,000 (disregarding moneys
lent by Royal Bank or its associates) unless the offer otherwise does not
require disclosure to investors in accordance with Part 6D.2 of the
Corporations Act 2001 of Australia. The minimum denomination of
Notes issued by RBSG which have a maturity of less than one year
from their issue date shall be £100,000 (or its equivalent in other
currencies).
Redenomination,
The applicable Pricing Supplement may provide that certain Notes
Renominalisation and/or
may be redenominated into euro. The relevant provisions applicable to
Reconventioning:
such redenomination, renominalisation and/or reconventioning will be
set out in full in the applicable Pricing Supplement.
Variation of Terms and
The relevant Issuer may agree with any Dealer(s) that Notes may be
Conditions:
issued in a form not contemplated under "Terms and Conditions of
the Notes". The applicable Pricing Supplement will describe the effect
of the agreement reached in relation to such Notes.
Taxation:
All payments in respect of the Notes will be made without deduction
for or on account of withholding taxes imposed within the United
Kingdom subject as provided in Condition 6.
Status of the Ordinary Notes: The Ordinary Notes (as described in Condition 2(a)) will constitute
direct, unconditional, unsecured and unsubordinated obligations of
the relevant Issuer and will rank pari passu and without any preference
among themselves and (save to the extent that laws affecting creditors'
rights generally in a bankruptcy or winding up may give preference to
any of such other obligations) equally with all other present and future
unsecured and unsubordinated obligations of the relevant Issuer.
Status of the Dated
The Dated Subordinated Notes will constitute unsecured and
Subordinated Notes:
subordinated obligations of the relevant Issuer and will rank pari passu
without any preference among themselves, and the rights of holders of
Dated Subordinated Notes will, in the event of the winding up of the
relevant Issuer, be subordinated and postponed in right of payment in
the manner provided in the Trust Deed and as specified in Condition
2(b).
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