Obligation NatWest Markets Ltd 5.625% ( US78010XAE13 ) en USD

NatWest Markets Ltd

100 % ⇌

Royaume-Uni

US78010XAE13 ( en USD )

5.625% par an ( paiement semestriel )

24/08/2020 - Obligation échue

Prospectus brochure de l'obligation Natwest Markets plc US78010XAE13 en USD 5.625%, échue

1 000 USD

1 500 000 000 USD

78010XAE1

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 US78010XAE13, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/08/2020

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424B2 1 dp18917_424b2-final.htm FORM 424B2

Filed pursuant to Rule 424(b)(2)

Registration Nos. 333-162219

333-162219-01

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee(1)
3.400% Senior Notes due 2013

$1,500,000,000

$106,950
Guarantees of 3.400% Senior Notes due 2013

(2)
5.625% Senior Notes due 2020

$1,500,000,000

$106,950
Guarantees of 5.625% Senior Notes due 2020

(2)
Floating Rate Notes due 2013

$600,000,000

$42,780
Guarantees of Floating Rate Notes due 2013

(2)
Total
$3,600,000,000

$256,680
(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
$1,500,000,000 3.400% Senior Notes due 2013
$1,500,000,000 5.625% Senior Notes due 2020
$600,000,000 Floating Rate Notes due 2013

From and including the date of issuance, interest will be paid on the 3.400% senior notes due 2013 (the "2013 Fixed Rate Senior Notes") semi-annually in
arrears on February 23 and August 23 of each year, commencing on February 23, 2011, and on the 5.625% senior notes due 2020 (the "2020 Fixed Rate Senior
Notes" and, together with the 2013 Fixed Rate Senior Notes, the "Fixed Rate Senior Notes") semi-annually in arrears on February 24 and August 24 of each year,
commencing on February 24, 2011. The 2013 Fixed Rate Senior Notes will bear interest at a rate of 3.400% per annum and the 2020 Fixed Rate Senior Notes
will bear interest at a rate of 5.625% per annum. Interest on the floating rate notes due 2013 (the "Floating Rate Notes") will be payable quarterly in arrears on
November 23, February 23, May 23 and August 23 of each year, commencing on November 23, 2010. In this prospectus supplement, we refer to the Fixed Rate
Senior Notes and the Floating Rate Notes collectively as the "Senior Notes".
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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 2013 Fixed Rate Senior Note
99.946%
0.300%
99.646%
Total for 2013 Fixed Rate Senior Notes
$1,499,190,000
$4,500,000
$1,494,690,000
Per 2020 Fixed Rate Senior Note
99.947%
0.450%
99.497%
Total for 2020 Fixed Rate Senior Note
$1,499,205,000
$6,750,000
$1,492,455,000
Per Floating Rate Note
100%
0.300%
99.700%
Total for Floating Rate Notes

$600,000,000
$1,800,000
$598,200,000
Total
$3,598,395,000
$13,050,000
$3,585,345,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from August 24, 2010 and
must be paid by the purchaser if the Senior Notes are delivered thereafter.

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 August 24, 2010.

Sole Bookrunner and Lead Manager
RBS

Co-Managers
BMO Capital Markets
HSBC
BNY Mellon Capital Markets, LLC
J.P. Morgan
CIBC
Mitsubishi UFJ Securities
Citi
TD Securities

Prospectus Supplement dated August 17, 2010

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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
RECENT DEVELOPMENTS
S-5
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
3
Use of Proceeds
3
The Royal Bank of Scotland plc
3
The Royal Bank of Scotland Group plc
4
Description of Debt Securities
5
Plan of Distribution (Conflicts of Interest)
14
Legal Opinions
15
Experts
15
Enforcement of Civil Liabilities
16
Where You Can Find More Information
16
Incorporation of Documents by Reference
16
Cautionary Statement on Forward-Looking
17
Statements

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
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In this prospectus supplement, we use the following terms:

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

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

· "Group" means The Royal Bank of Scotland Group plc together with its subsidiaries and associated undertakings;

S-ii
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· "Issuer Group" means The Royal Bank of Scotland plc together with its subsidiaries and associated undertakings;

· "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 August 6, 2010 announcing RBSG and Aviva plc's plans to renew their strategic partnership;

· 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;

· RBSG's report on Form 6-K furnished with the SEC on August 3, 2010 announcing the settlement with the Financial Services Authority; and

· RBSG's report on Form 6-K furnished with the SEC on July 2, 2010 announcing the completion of the sale of Sempra Commodities, Metals, Oil and
European Energy Business.
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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

S-iii
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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
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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
$1,500,000,000 aggregate principal amount of 3.400% Senior Notes due 2013 (the "2013 Fixed Rate Senior Notes")
$1,500,000,000 aggregate principal amount of 5.625% Senior Notes due 2020 (the "2020 Fixed Rate Senior Notes")
$600,000,000 aggregate principal amount of Floating Rate Notes due 2013 (the "Floating Rate Notes")

In this prospectus supplement we refer to the 2013 Fixed Rate Senior Notes and the 2020 Fixed Rate Senior Notes collectively as
the "Fixed Rate Senior Notes", and we refer to the Fixed Rate Senior Notes and the Floating Rate Notes collectively as the
"Senior Notes".

Issue Date
August 24, 2010

PROVISIONS APPLICABLE TO THE FIXED RATE SENIOR NOTES
Maturity
We will pay the Senior Notes at 100% of their principal amount plus accrued interest on August 23, 2013 for the 2013
Fixed Rate Senior Notes and on August 24, 2020 for the 2020 Fixed Rate Senior Notes.

Interest Rate
The 2013 Fixed Rate Senior Notes will bear interest at a rate of 3.400% per annum.
The 2020 Fixed Rate Senior Notes will bear interest at a rate of 5.625% per annum.

Interest Payment Dates
Every February 23 and August 23, commencing on February 23, 2011 for the 2013 Fixed Rate Senior Notes.
Every February 24 and August 24, commencing on February 24, 2011 for the 2020 Fixed Rate Senior Notes.

Regular Record Dates
Every February 9 and August 9, commencing on February 9, 2011 for the 2013 Fixed Rate Senior Notes.
Every February 10 and August 10, commencing on February 10, 2011 for the 2020 Fixed Rate Senior Notes.

Business Day Convention Following,
unadjusted

Day Count Fraction
30/360

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PROVISIONS APPLICABLE TO THE FLOATING RATE NOTES
Maturity Date
August 23, 2013

Interest
The interest rate for the Floating Rate Notes for the first interest period will be 3-Month LIBOR (as defined herein) as
determined on August 19, 2010 plus the Spread. Thereafter, the interest rate for any Floating Rate Interest Period (as
defined below) will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the
Spread.

Spread
242 basis points

Interest Payment Dates
Interest on the Floating Rate Notes will be paid quarterly in arrears on November 23, February 23, May 23 and August
23 of each year, commencing November 23, 2010 (each, a "Floating Rate Interest Payment Date").

Regular Record Dates
Every November 9, February 9, May 9 and August 9, commencing on November 9, 2010

Interest Reset Dates
Interest on the Floating Rate Notes will have Interest Reset Dates of November 23, February 23, May 23 and August
23 of each year, commencing August 23, 2010.

Initial Interest Reset Date
August 23, 2010

Interest Periods
The first interest period for the Floating Rate Notes will be the period from and including August 24, 2010 to but
excluding the immediately succeeding Interest Reset Date. Thereafter, the interest periods for the Floating Rate Notes
will be the periods from and including an Interest Reset Date to but excluding the immediately succeeding Interest
Reset Date (together with the first interest period, each a "Floating Rate Interest Period"). However, the final Floating
Rate Interest Period will be the period from and including the Interest Reset Date immediately preceding the maturity
date to the maturity date.

Interest Determination Dates
Interest for the Floating Rate Notes will be determined two London business days prior to each Interest Reset Date.

First Interest Determination Date
August 19, 2010

Business Day Convention Modified
Following,
Adjusted

Day Count Fraction Actual/360

Calculation Agent
The Bank of New York Mellon

PROVISIONS APPLICABLE TO ALL OF THE SENIOR NOTES
Ranking
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.

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
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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

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