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Free Writing Prospectus dated January 4, 2011
(to Prospectus dated May 18, 2010 and
Preliminary Prospectus Supplement dated January 4, 2011)
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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 1,500,000,000 6.125% Senior Notes due January 11th, 2021
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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 $1,500,000,000
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Price to the Public
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99.631%
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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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January 4th, 2011
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Settlement Date
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January 11th, 2011, in accordance with DTC’s procedures (T+5)
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Maturity
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January 11th, 2021
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Call Option
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No
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Benchmark
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T 2.625% due November 15th, 2020
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Benchmark Yield
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3.325%
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Re-Offer Yield
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6.175%
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Re-Offer Spread to UST
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T+285 bps
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Coupon
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6.125% (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.
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Co-Managers
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BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
Citigroup Global Markets Inc.
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HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
TD Securities (USA) LLC
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Underwriting Discount
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0.450%
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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 11th day of each July and January, commencing July 11th, 2011, up to and including January 11th, 2021
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Interest Payment Record Date(s)
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On the 27th day of each June and December commencing June 27th, 2011
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Format
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SEC-Registered
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Denominations
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USD $2,000 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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78010XAK7 / US78010XAK72
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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, RBS Securities Inc. will arrange to send you the base prospectus at no charge if you request it by calling 1-866-884-2071.