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Free Writing Prospectus dated September 11, 2012
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Filed pursuant to Rule 433
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(to Prospectus dated September 30, 2009 and
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Registration Statement Nos. 333-162219
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Preliminary Prospectus Supplement dated September 11, 2012)
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TERMS AND CONDITIONS
USD $2,000,000,000 2.550% Senior Notes due September 18, 2015
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Issuer
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The Royal Bank of Scotland Group plc
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Expected Issuer Ratings*
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Baa1 / A- / A (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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99.943%
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Redemption Price
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100.000% 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 11, 2012
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Settlement Date
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September 18, 2012 (T+5), in accordance with DTC’s procedures
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Maturity
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September 18, 2015
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Call Option
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No
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Benchmark
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T 0.250% due August 15, 2015
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Benchmark Yield
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0.320%
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Re-Offer Yield
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2.570%
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Re-Offer Spread to UST
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T+225 bps
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Coupon
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2.550% (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 and London
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Sole Bookrunner and Lead Manager
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RBS Securities Inc.
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Senior Co-Managers
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Citigroup Global Markets Inc.
Wells Fargo Securities, LLC
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Co-Managers
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BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
HSBC Securities (USA) Inc.
nabSecurities, LLC
RBC Capital Markets, LLC
TD Securities (USA) LLC
UBS Securities LLC
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Underwriting Discount
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0.300%
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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 18th day of each March and September, commencing on March 18, 2013, up to and including September 18, 2015
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Interest Payment Record Date(s)
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On the 1st day of each March and September commencing on March 1, 2013
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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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780099CC9 / US780099CC94
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*Note: 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.
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