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Free Writing Prospectus dated September 13, 2010
(to Prospectus, dated May 18, 2010 and
Prospectus Supplement, dated September 13, 2010)
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Filed Pursuant to Rule 433
Registration Statement Nos. 333-162219 and 333-162219-01
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TERMS AND CONDITIONS
USD 3.95% Senior Notes due September 21, 2015
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Issuer
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The Royal Bank of Scotland plc
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Guarantor
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The Royal Bank of Scotland Group plc
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Issuer Ratings
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Aa3 / A+ / AA- (Moody’s / S&P / Fitch)
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Ranking
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Senior
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Principal Amount
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USD $2,000,000,000
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Price to the Public
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99.793%
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Redemption Price
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100.0000% of principal amount of the relevant Note
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Specified Currency
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USD
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Trade Date
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September 13, 2010
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Settlement Date
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September 20, 2010, in accordance with DTC’s procedures (T+5)
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Maturity
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September 21, 2015
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Call Option
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No
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Benchmark
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T 1.250% due August 31, 2015
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Benchmark Yield
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1.496%
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Re-Offer Yield
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3.996% (semi-annual)
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Re-Offer Spread to UST
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T+250 bps
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Coupon
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3.95% (semi-annual)
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Day Count
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30/360
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Convention
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Following, unadjusted
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Business Days
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New York & London
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Bookrunner
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RBS Securities Inc. (70%)
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Co-Managers
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Banc of America Securities LLC (10%)
BNY Mellon Capital Markets, LLC (1.667%)
CIBC World Markets Corp. (1.667%)
Citigroup Global Markets Inc. (1.667%)
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HSBC Securities (USA) Inc. (1.666%)
Morgan Stanley & Co. Incorporated (10%)
nabSecurities, LLC (1.666%)
TD Securities (USA) LLC (1.667%)
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Underwriting Discount
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0.350%
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Interest Payment Period
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Semi-Annual
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Interest Payment Date(s)
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On the 20th day of each March and September, commencing March 20th, 2011, up to and including September 21st, 2015
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Interest Payment Record Date(s)
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On the 6th day of each March and September commencing March 6th, 2011
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Format
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SEC-Registered
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Denominations
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USD $ 1,000 and integral multiples of USD $ 1,000 in excess thereof
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Listing
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An application will be made to list the notes on the New York Stock Exchange
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Clearing and Settlement
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DTC and Euroclear/Clearstream
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CUSIP / ISIN
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78010X AG6 / US78010XAG60
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The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, S&P or Fitch.
The issuer has filed a registration statement (including a base prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest in this offering, you should read the base prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus at no charge if you request it by calling RBS Securities Inc. 1-866-884-2071.
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