| Free Writing Prospectus dated August 17, 2010 | Filed Pursuant to Rule 433 |
| (to Prospectus, dated May 18, 2010 and | Registration Statement Nos. 333-162219 and 333-162219-01 |
| Prospectus Supplement, dated August 17, 2010) |
TERMS AND CONDITIONS
USD 5.625% Senior Notes due August 24, 2020
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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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99.947%
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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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August 17, 2010
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Settlement Date
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August 24, 2010, in accordance with DTC’s procedures (T+5)
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Maturity
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August 24, 2020
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Call Option
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No
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Benchmark
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T 2.625% due August 15, 2020
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Benchmark Yield
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2.632%
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Re-Offer Yield
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5.632% (semi-annual)
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Re-Offer Spread to UST
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T+300 bps
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Coupon
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5.625% (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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BMO Capital Markets Corp. (1.666%)
BNY Mellon Capital Markets, LLC (1.667%)
CIBC World Markets Corp. (1.667%)
Citigroup Global Markets Inc. (10%)
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| HSBC Securities (USA) Inc. (1.667%)
J.P. Morgan Securities Inc. (10%)
Mitsubishi UFJ Securities (USA), Inc. (1.666%)
TD Securities (USA) LLC (1.667%)
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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 24th day of each February and August, commencing February 24, 2011, up to and including August 24, 2020
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Interest Payment Record Date(s)
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On the 10th day of each February and August commencing February 10th, 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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78010XAE1 / US78010XAE13
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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.
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