Obligation NatWestCorp PLC 6.125% ( US780099CE50 ) en USD

NatWestCorp PLC

99.89 % ▼

Royaume-uni

US780099CE50 ( en USD )

6.125% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation NatWest Group PLC US780099CE50 en USD 6.125%, échue

2 000 USD

2 250 000 000 USD

780099CE5

NatWest Group PLC est une banque britannique offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant les services de banque de détail, de gestion de patrimoine, de banque d'investissement et de marchés de capitaux.

L'Obligation émise par NatWestCorp PLC ( Royaume-uni ) , en USD, avec le code ISIN US780099CE50, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022

Filed pursuant to Rule 424(b)(2)
Registration No. 333-184147

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)
6.125% Subordinated Tier 2 Notes due 2022
$2,250,000,000
$306,900
Total
$2,250,000,000
$306,900
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended
PROSPECTUS SUPPLEMENT
(to prospectus dated September 28, 2012 )

The Royal Bank of Scotland Group plc

$2,250,000,000
6.125% Subordinated Tier 2 Notes due 2022

The 6.125% Subordinated Tier 2 Notes due 2022 (the "Subordinated Notes") will be due on December 15, 2022 and will bear interest at a rate
of 6.125% per year from (and including) the date of issuance through to the maturity of the Subordinated Notes on December 15, 2022. Interest will
be paid on the Subordinated Notes on June 15 and December 15 of each year, commencing on June 15, 2013.

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 payments on the Subordinated Notes will be subordinated to, and subject in right of payment to the prior
payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated to the
claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the
manner provided in the subordinated indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon, as trustee, to be
dated on or around December 4, 2012 (the "Base Subordinated Indenture"), as supplemented by a supplemental indenture to be dated on or around
December 4, 2012 (the "Supplemental Subordinated Indenture" and, together with the Base Subordinated Indenture, the "Subordinated Indenture").

We may redeem the Subordinated Notes, in whole but not in part, at 100% of their principal amount plus accrued but unpaid interest (i) upon the
occurrence of certain tax events or (ii) upon the occurrence of certain regulatory events, provided, in each case, that upon CRD IV (as defined
herein) taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV and (in
any such case) if, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the
date of issuance, as described in this prospectus supplement or the accompanying prospectus. Any such redemption shall be subject to a requirement
to give notice to or obtain the consent of the U.K. Financial Services Authority and/or such other body having supervisory authority with respect to
us (the "FSA"), as described in this prospectus supplement.

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-4 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.

Per
Subordinated

Note

Total

Price to the public

99.923% $2,248,267,500
Underwriting discounts

0.400% $
9,000,000
Proceeds, before expenses, to us

99.523% $2,239,267,500

The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from
December 4, 2012 and must be paid by the purchaser if the Subordinated Notes are delivered thereafter.

We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its
participants on or about December 4, 2012.

Sole Structuring Advisor, Joint Senior Bookrunner and Joint Lead Manager
RBS

Joint Senior Bookrunner and Joint Lead Manager
Morgan Stanley

Joint Bookrunner and Joint Lead Manager
Citigroup

Co-Managers

ABN AMRO
Banca IMI
BMO Capital Markets
BNY Mellon Capital Markets,
LLC
CIBC
COMMERZBANK
Danske Markets Inc.
Lloyds Bank
nabSecurities, LLC
Natixis
RBC Capital Markets
Santander
TD Securities

Prospectus Supplement dated November 27, 2012

TABLE OF CONTENTS
Page

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF INFORMATION BY REFERENCE
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-4
RECENT DEVELOPMENTS
S-8
USE OF PROCEEDS
S-9
CAPITALIZATION OF THE GROUP
S-9
RATIO OF EARNINGS TO FIXED CHARGES
S-10
DESCRIPTION OF THE SUBORDINATED NOTES
S-11
U.K. AND U.S. FEDERAL TAX CONSEQUENCES
S-17
UNDERWRITING/CONFLICTS OF INTEREST
S-20
LEGAL OPINIONS
S-24
EXPERTS
S-24

Prospectus
About this Prospectus
1
Use of Proceeds
1
The Royal Bank of Scotland Group plc
2
The Royal Bank of Scotland plc
2
Description of Debt Securities
2
Description of Dollar Preference Shares
16
Description of American Depositary Receipts
23
Plan of Distribution
27
Legal Opinions
28
Experts
28
Enforcement of Civil Liabilities
29
Where You Can Find More Information
29
Incorporation of Documents by Reference
29
Cautionary Statement on Forward-Looking Statements
30

We have not authorized 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 or on behalf of us or to which we have referred
you. We 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 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

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:
· "we", "us", "our" and "RBSG" mean The Royal Bank of Scotland Group plc;
· "Group" means RBSG together with its subsidiaries consolidated in accordance with International Financial Reporting Standards;
· "RBS plc" means The Royal Bank of Scotland plc;
· "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

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, we file reports and other information with the SEC. You may read and copy any document that we file with the SEC at the SEC's Public
Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC on 1-800-SEC-0330 for further information about 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 (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 +44 131 626 0000.

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

Table of Contents

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, "Cautionary Statement on Forward-Looking Statements" in the accompanying prospectus and "Forward-Looking
Statements" in our restated annual report for the year ended December 31, 2011 on Form 6-K filed with the SEC on August 10, 2012 (the "Restated
2011 Annual Report"), our interim results for the half year ended June 30, 2012 on Form 6-K filed with the SEC on August 31, 2012 and our interim
results for the quarter ended September 30, 2012 on Form 6-K filed with the SEC on November 9, 2012, which are incorporated by reference herein.

We 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 and the
accompanying prospectus or any information incorporated by reference, might not occur.

S-iii

Table of Contents

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 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
$2,250,000,000 aggregate principal amount of the 6.125% subordinated Tier 2 notes due 2022 (the
"Subordinated Notes").
Issue Date
December 4, 2012
Maturity Date
We will pay the Subordinated Notes at 100% of their principal amount plus accrued and unpaid interest on
December 15, 2022, subject to any early redemption as described in "Description of the Subordinated Notes
--Redemption".
Interest Rate
The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 6.125% per
annum.
Interest Payment Dates
June 15 and December 15 in each year commencing on June 15, 2013. The first interest payment period will
be a long first coupon.
Regular Record Dates
Every June 1 and December 1 of each year commencing on June 1, 2013.
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 been appointed in respect of us and notice has been given that it intends to
declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and
subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims
in respect of any liability that is, or is expressed to be, subordinated to the claims of all or any of our
creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set
out in the manner provided in the Subordinated Indenture.
Additional Issuances
We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional
notes under the Subordinated Indenture, having the same ranking and same interest rate, maturity date,
redemption terms and other terms, except for the price to the public and issue date. Any such additional
notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single
series of Subordinated Notes under the Subordinated Indenture, provided that if such additional notes have
the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional
notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes.
Tax Redemption
We may redeem the Subordinated Notes at any time, in whole but not in part, at 100% of their principal
amount plus accrued but unpaid interest, in the event of certain changes in the tax laws of the United
Kingdom and in

S-1

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other limited circumstances as described under "Description of the Subordinated Notes--Redemption--
Tax Redemption" in this prospectus supplement and "Description of Debt Securities--Redemption" in the
accompanying prospectus, provided that upon CRD IV (as defined herein) taking effect in the United
Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV and
(in any such case) if, in our opinion, the circumstance that entitles us to exercise such right of redemption
was not reasonably foreseeable to us at the Issue Date. Any such redemption will be subject to a requirement
to give notice to or obtain the consent of the FSA, as set forth below under "Description of the Subordinated
Notes--Redemption--FSA" in this prospectus supplement.
Regulatory Redemption
We may redeem the Subordinated Notes at any time, in whole but not in part, at 100% of their principal
amount plus accrued and unpaid interest, in the event of certain regulatory changes that result in the principal
amount of the Subordinated Notes being fully excluded from inclusion in our Tier 2 Capital, as described
under "Description of the Subordinated Notes--Redemption--Redemption due to a Capital Disqualification
Event" in this prospectus supplement, provided that upon CRD IV (as defined herein) taking effect in the
United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD
IV and (in any such case) if, in our opinion, the circumstance that entitles us to exercise such right of
redemption was not reasonably foreseeable to us at the Issue Date. Any such redemption will be subject to a
requirement to give notice to or obtain the consent of the FSA, as set forth below under "Description of the
Subordinated Notes--Redemption --FSA" in this prospectus supplement.
Book-Entry Issuance,
We will issue the Subordinated Notes in fully registered form in denominations of $2,000 and integral
Settlement and Clearance
multiples of $1,000 in excess thereof. The Subordinated Notes will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company ("DTC"). You will hold
beneficial interests in the Subordinated Notes through DTC and its direct and indirect participants, including
Euroclear S.A./NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Banking") and
DTC and its direct and indirect participants will record your beneficial interest on their books. We will not
issue certificated notes except as described in the accompanying prospectus. Settlement of the Subordinated
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.
Business Day Convention
Following unadjusted.
Day Count Fraction
30/360
ISIN
US780099CE50
CUSIP
780099CE5
Conflicts of Interest
RBS Securities Inc. ("RBSSI"), 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 FINRA Rule 5121. Accordingly, this offering will be made in compliance with the applicable provisions
of FINRA Rule 5121. RBSSI is not permitted to sell Subordinated Notes in this offering to an account over
which it exercises

S-2

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discretionary authority without the prior specific written approval of the account holder.
Listing and Trading
We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its
rules.
Trustee and Principal Paying The Bank of New York Mellon, acting through its London office, a banking corporation duly organized and
Agent
existing under the laws of the state of New York, as trustee (the "Trustee"), having its Corporate Trust
Office at One Canada Square, London E14 5AL, United Kingdom, will act as the trustee and initial principal
paying agent for the Subordinated Notes.
Timing and Delivery
We currently expect delivery of the Subordinated Notes to occur on December 4, 2012.
Use of Proceeds
We intend to use the net proceeds of the offering for general corporate purposes.
Governing Law
The Subordinated Indenture and the Subordinated Notes are governed by, and construed in accordance with,
the laws of the State of New York except that, as the Subordinated Indenture specifies, the subordination
provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the
holders with respect to the Subordinated Notes will be governed by and construed in accordance with the
laws of Scotland.

S-3

Table of Contents

RISK FACTORS

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 Subordinated 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 RBSG and cause RBSG's future results to be materially different from expected results. 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 RBSG faces. RBSG has described only those risks relating to its operations that it considers to be
material. There may be additional risks that RBSG currently considers not to be material or of which it is 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 RBSG is not in a position to express a
view on the likelihood of any such contingency occurring. Investors should note that they bear 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 Subordinated Notes. In
addition, each of the highlighted risks could adversely affect the trading price of the Subordinated Notes or the rights of investors under the
Subordinated Notes and, as a result, investors could lose some or all of their investment. You should consult your own financial, tax and legal
advisers regarding the risks of an investment in the Subordinated Notes.
Risks relating to RBSG

For a description of risks associated with RBSG as well as certain risks associated with investments in RBSG's securities, see the section
entitled "Risk Factors" in our Restated 2011 Annual Report, which is incorporated by reference herein.
Risks relating to the Subordinated Notes
RBSG's obligations under the Subordinated Notes are subordinated

The obligations of RBSG under the Subordinated Notes will be unsecured and subordinated and will rank junior in priority of payment to the
current and future claims of RBSG's creditors, other than claims in respect of any liability that is, or is expressed to be, subordinated. We expect
from time to time to incur additional indebtedness or other obligations that will constitute senior indebtedness, and the Subordinated Indenture does
not contain any provisions restricting our ability to incur senior indebtedness. Although the Subordinated Notes may pay a higher rate of interest than
comparable notes which are not so subordinated, there is a real risk that an investor in such Subordinated Notes will lose all or some of its
investment should RBSG become insolvent since the assets of RBSG would be available to pay such amounts only after all the senior creditors of
RBSG have been paid in full.
The Subordinated Notes are obligations exclusively of RBSG

The Subordinated Notes are obligations exclusively of RBSG. RBSG is a holding company and conducts substantially all of its operations
through its subsidiaries. RBSG's subsidiaries are separate and distinct legal entities, and have no obligation to pay any amounts due or to provide
RBSG with funds to meet any of its payment obligations. RBSG's rights to participate in the assets of any subsidiary if it is liquidated will be subject
to the prior claims of its creditors.
The Subordinated Notes may be subject to write off or conversion on the occurrence of a Non-Viability Event or if RBSG becomes subject to
resolution

The Basel Committee on Banking Supervision (the "Basel Committee") has proposed a number of fundamental reforms to the regulatory capital
framework for internationally active banks which are designed, in part, to ensure that capital instruments issued by such banks fully absorb losses
before tax payers are exposed to loss (the "Basel III Reforms"). The principal elements of the Basel III Reforms are set out in Basel Committee
papers dated December 16, 2010 (as revised in June 2011) and its press release dated January 13, 2011. The implementation of the Basel III
Reforms by relevant authorities in the European Union could be as early as January 1, 2013; however, the requirements are subject to a series of
transitional arrangements and are expected to be phased in over a period of time and be fully effective by 2019. The European Union's legislation to
implement the Basel III Reforms has not yet been finalized and it is unclear whether they will be implemented in their current draft form.

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Table of Contents
The Basel III Reforms provide that all non-common equity Tier 1 instruments and Tier 2 instruments, such as the Subordinated Notes, which do
not contain any contractual terms providing for their writing off or conversion into ordinary shares, at the option of the relevant authority, upon the
occurrence of a Non-Viability Event (as defined below), will cease to be eligible to count in full as Additional Tier 1 or Tier 2 Capital (as the case
may be) from January 1, 2013 unless, among other things, the jurisdiction of the relevant bank has in place laws that (i) require such instruments to
be written off upon the occurrence of a Non-Viability Event or (ii) otherwise require such instruments fully to absorb losses before tax payers are
exposed to loss.

As used above, "Non-Viability Event" means the earlier of (a) a decision that a write off, without which the relevant bank would become non-
viable, is necessary as determined by the relevant authority; and (b) the decision to make a public sector injection of capital, or equivalent support,
without which the relevant bank would have become non-viable, as determined by the relevant authority.

On June 6, 2012, the European Commission published a legislative proposal for a directive providing for the establishment of an EU-wide
framework for the recovery and resolution of credit institutions and investment firms, known as the Recovery and Resolution Directive (the "RRD").
The stated aim of the draft RRD is to provide supervisory authorities with common tools and powers to address banking crises pre-emptively in
order to safeguard financial stability and minimize taxpayers' exposure to losses. The powers proposed to be granted to supervisory authorities under
the draft RRD include a "bail-in" tool, which would give such authorities the power to write down or write off the claims (potentially including the
Subordinated Notes) of certain unsecured creditors of a failing institution and/or to convert certain debt claims to equity. Except for the general bail-
in tool, which is expected to be implemented by January 1, 2018, it is currently contemplated that the measures set out in the draft RRD (including
the power of authorities to write off Additional Tier 1 and Tier 2 instruments) will be implemented with effect from January 1, 2015. However, the
RRD is not in final form and changes may be made to it in the course of the legislative process.

Although the terms and conditions of the Subordinated Notes do not contain a provision which requires them to be converted into equity or
written off (whether on the occurrence of a Non-Viability Event or otherwise), it is possible that the powers which either currently exist under the
Banking Act 2009 or which may result from any future change to the Banking Act 2009 or the application of relevant laws, including those arising
from RRD, the Basel III Reforms (including the EU's implementation of the Basel III Reforms) or other similar regulatory proposals, could be used
in such a way as to result in the Subordinated Notes absorbing losses in the manner described above. The determination that all or part of the
principal amount of the Subordinated Notes will be subject to loss absorption is likely to be inherently unpredictable and may depend on a number of
factors which may be outside of RBSG's control. Because of this inherent uncertainty, it will be difficult to predict when, if at all, a principal write
off or conversion to equity will occur. Accordingly, trading behavior in respect of the Subordinated Notes is not necessarily expected to follow the
trading behavior associated with other types of securities. Potential investors in the Subordinated Notes should consider the risk that a holder may
lose all of its investment, including the principal amount plus any accrued interest, if such statutory loss absorption measures are acted upon.

Furthermore, there can be no assurance that, prior to their proposed implementation in 2013, the Basel Committee will not amend the Basel III
Reforms. Further, the European Union and/or relevant authorities in the United Kingdom may implement the Basel III Reforms, including the
provisions relating to terms which capital instruments are required to have, in a manner that is different from that which is currently envisaged or
may impose more onerous requirements on UK-incorporated banks. Until fully implemented, RBSG cannot predict the precise effects of the
changes that will result from the implementation of the Basel III Reforms on the pricing of the Subordinated Notes. In addition, further changes in
law after the date hereof may affect the rights of holders of the Subordinated Notes as well as the market value of the Subordinated Notes.
The Subordinated Notes may be redeemed prior to maturity if certain adverse tax or regulatory disqualification events occur

RBSG may, subject to certain conditions, opt to redeem all, but not some only, of the Subordinated Notes at their principal amount together with
accrued but unpaid interest:

S-5