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DMS#953221 v.1 A11115948/0.3/21 Aug 2009 1

PROSPECTUS

The Royal Bank of Scotland plc

(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SCO90312)

Principal-Protected and Non-Principal Protected Notes Base Prospectus (Flexi-Payout)

This Prospectus comprises a base prospectus in respect of the above Notes (the Notes) for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).

This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the UK Listing Authority).

Application will, if so specified in the relevant Final Terms, be made to the UK Listing Authority for the Notes to be admitted to the Official List of the UK Listing Authority, and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. Such market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Notes may also be listed and admitted to trading on such other or further regulated market(s) or stock exchange(s) as may be specified in the relevant Final Terms.

The Issuer has requested the UK Listing Authority to provide the competent authorities in Denmark, Finland, Ireland, Norway and Sweden for the purposes of the Prospectus Directive, with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive.

The final terms relevant to an issue of Notes which are to be admitted to trading on a regulated market as described above or in respect of offers which do not fall within Article 3.2 of the Prospectus Directive will be set out in a document (the Final Terms) which will be delivered to the UK Listing Authority and made available, free of charge, to the public at the registered office of the Issuer and at the offices of the relevant Distributors and Paying Agents.

Any person (an Investor) intending to acquire or acquiring any Notes from any person (an Offeror) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000, the Issuer may only be responsible to the Investor for this Base Prospectus under section 90 of the Financial Services and Markets Act 2000 (the FSMA) if the Issuer has authorised the Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in this Prospectus or the relevant Final Terms, it will be the responsibility of the relevant Offeror at the time of such offer to provide the Investor with such information. This does not affect any responsibility which the Issuer may otherwise have under applicable laws.

Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. It is the responsibility of prospective purchasers to ensure that they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax, accounting and other business evaluation of the merits and risks of investing in the Notes and are not relying on the advice of the Issuer, the Trustee or any Distributor in that regard. See section on Risk Factors.

Arranger

The Royal Bank of Scotland plc

21 August 2009

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The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The previous paragraph should be read in conjunction with paragraph 6 on the first page of this Prospectus.

The Issuer will not be providing any post issuance information in relation to the Notes.

The Issuer will not be obliged to gross up any payments in respect of any Notes and will not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, or transfer of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act) and, if in bearer form, will be subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of this Prospectus.

Neither the Trustee nor the relevant Distributor has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Trustee or the relevant Distributor as to the accuracy or completeness of the information contained in this Prospectus or any financial statements or any other information provided by the Issuer in connection with the Notes.

No person has been authorised by the Issuer to give any information or to make any representation not contained in or which is inconsistent with this Prospectus or any financial statements or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the relevant Distributor or the Trustee.

Neither this Prospectus nor any financial statements or any other information supplied in connection with the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, the relevant Distributor or the Trustee that any recipient of this Prospectus or any financial statements or any other information supplied in connection with Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and of the suitability of the relevant Notes as an investment in the light of its own circumstances and financial condition and after due consideration of an investment linked to the Underlying(s). Neither this Prospectus nor any financial statements or any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer, the relevant Distributor or the Trustee to any person to subscribe for or to purchase any Notes.

The delivery of this Prospectus does not at any time imply that the information contained in this Prospectus concerning the Issuer is correct at any time subsequent to the date of this Prospectus

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or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same.

None of the Issuer, the relevant Distributor or the Trustee represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the relevant Distributor or the Trustee which would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required other than in the jurisdiction, specified in the relevant Final Terms, in which such Notes are to be offered (the Offering Jurisdiction). Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves about, and observe, any such restrictions.

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Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE..................................................................................5

SUMMARY..................................................................................................................................................8

RISK FACTORS .......................................................................................................................................12

TERMS AND CONDITIONS OF THE NOTES..........................................................................................15

SCHEDULE ..............................................................................................................................................33

OTHER INFORMATION ...........................................................................................................................92

CLEARING ARRANGEMENTS................................................................................................................96

MARKET MAKING ARRANGEMENTS ...................................................................................................96

TAXATION................................................................................................................................................97

Governing Law of the Offer and Jurisdiction .......................................................................................97

FORM OF FINAL TERMS ........................................................................................................................98

Terms and Conditions of the Notes ......................................................................................................98

Other Conditions...................................................................................................................................117

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DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the following documents, except the documents incorporated by reference therein, which have been previously published and which have been approved by the Financial Services Authority or filed with it:

(i) the Registration Document dated 14 August 2009 relating to the Issuer (the Registration Document) which was published via the Regulatory News Service of the London Stock Exchange plc (RNS) on 14 August 2009;

(ii) the Prospectus dated 14 May 2009 relating to the Issuer’s U.S.$50,000,000,000 Structured Note Programme (excluding the section entitled “Summary of the Programme and Terms and Conditions of the Notes”) (the Programme Prospectus);

(iii) the audited consolidated annual financial statements for the financial years ended 31 December 2008 and 2007 of the Issuer together, in each case, with the audit report thereon;

(iv) the following sections of the 2008 annual report and accounts of The Royal Bank of Scotland Group plc (RBSG and, together with its subsidiaries, the Group), which were published via the RNS on 9 March 2009: (i) Independent auditors’ report for year ended 31 December 2008 on pages 172 to 173, (ii) Consolidated income statement for year ended 31 December 2008 (including restated comparative information for 2007) on page 174, (iii) Balance sheet as at 31 December 2008 (including restated comparative information for 2007) on page 175, (iv) Statement of recognised income and expense for year ended 31 December 2008 (including restated comparative information for 2007) on page 176, (v) Cash flow statement for year ended 31 December 2008 (including restated comparative information for 2007) on page 177, (vi) Accounting policies on pages 178 to 188, (vii) Notes on the accounts for year ended 31 December 2008 (including restated comparative information for 2007) on pages 189 to 266, (viii) Business review on pages 23 to 144, (ix) Report of the Directors on pages 148 to 152, (x) Corporate governance on pages 153 to 158, (xi) Letter from the Chairman of the Remuneration Committee on page 159, (xii) Directors’ remuneration report on pages 160 to 168, (xiii) Directors’ interests in shares on page 169, (xiv) Amounts in accordance with IFRS on pages 268 to 277, (xv) Exchange rates on page 277, (xvi) Economic and monetary environment on page 278, (xvii) Supervision on page 279 and Regulatory reviews and developments on pages 280 to 281, (xviii) Description of property and equipment on page 281, (xix) Major shareholders on page 281 and (xx) Material contracts on pages 281 to 284;

(v) the following sections of the 2007 annual report and accounts of RBSG, which were published via the RNS on 18 March 2008: (i) Independent auditors’ report for year ended 31 December 2007 on pages 118 to 119, (ii) Consolidated income statement for year ended 31 December 2007 on page 120, (iii) Balance sheet as at 31 December 2007 on page 121, (iv) Statement of recognised income and expense for year ended 31 December 2007 on page 122, (v) Cash flow statement for year ended 31 December 2007 on page 123, (vi) Accounting policies on pages 124 to 139, (vii) Notes on the accounts for year ended 31 December 2007 on pages 140 to 212, (viii) Business review on pages 27 to 90, (ix) Report of the Directors on pages 94 to 98, (x) Corporate governance on pages 99 to 104, (xi) Directors’ remuneration report on pages 105 to 114, (xii) Directors’ interests in shares on page 115, (xiii) Amounts in accordance with IFRS on pages 214 to 222, (xiv) Exchange rates on page 230, (xv) Economic and monetary environment on page 231, (xvi) Supervision and regulation on pages

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231 to 233, (xvii) Description of property and equipment on page 234, (xviii) Major shareholders on page 234 and (xix) Material contracts on page 234;

(vi) the annual report on Form 20-F of RBSG for the year ended 31 December 2008, save for the section “Risk Factors” in the Business Review on pages 13-20, filed with the United States Securities and Exchange Commission on 29 April 2009

(vii) the unaudited consolidated interim results for the half year ended 30 June 2009 of RBSG (the RBSG Interim Results), which were published via the RNS on 7 August 2009, excluding: (i) Pro forma results - Description of the business on pages 27-28; (ii) Statutory results - Principal risks and uncertainties on pages 197-201; (iii) Statutory results - Statement of directors’ responsibilities on page 202, (iv) Additional Information - Other Information on page 203; (v) Additional Information - Financial calendar on page 204 and (vi) Additional Information - Contacts on page 204 (the RBSG Interim Results, excluding items (i) to (vi) above, the RBSG Interim Information);

(viii) the following sections of the prospectus published on 16 March 2009 in connection with RBSG’s placing and open offer of 16,909,716,385 ordinary shares, which comprises a prospectus prepared in accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of the FSMA: (i) “Placing and Open Offer Statistics” on page 26; (ii) “Important Information” on pages 28 to 31; (iii) Part I (Letter From the Chairman of RBS) on pages 35 to 39; (iv) Appendix to the Letter From the Chairman of RBS on pages 40 to 50 excluding Part A paragraph 10 (Overseas Shareholders) on page 46, Part A paragraph 11 (UK and US Taxation) on page 46 and Part A paragraph 12 (Action to be taken in respect of the Open Offer) on pages 46 to 48; (v) Part V (Overview of Business Performance and Operating and Financial Review of RBS) on pages 90 to 94; (vi) paragraph A “Unaudited pro forma proportional Core Tier 1 capital ratio as at 31 December 2008” of Part VI (Unaudited Pro Forma Financial Information) on page 95; (vii) the following paragraphs of Part IX (Additional Information) on pages 106 to 151; 7 (Directors interests) on pages 119 to 122; 8 (Remuneration details, Directors’ service contracts and letters of appointment) on pages 122 to 126; 9 (Board practices) on pages 126 to 128; 10 (Significant shareholdings) on page 128; 12 (Employees) on page 129; 13 (RBS Employee Share Plans) on pages 130 to 138; 14 (Pension benefits) on page 139; 18 (Material contracts) on pages 143 to 149; 20 (Related party transactions) on page 149; 24 (General) on pages 150 to 151; and 26 (Sources of information) on page 151; and (viii) Part XI (Definitions) on pages 154 to 162;

(ix) the sections entitled “Plans and Proposals for ABN AMRO” on pages 42 to 48 and “Information on the Consortium and Shareholders’ Agreement” on pages 60 to 63 of the listing particulars published by RBSG on 20 July 2007

(x) the press release headed “The Royal Bank of Scotland Group plc - Results of Placing and Open Offer” dated 7 April 2009 issued by RBSG;

(xi) the press release headed “RBS announces successful sale of part of Asian banking operations to ANZ” dated 4 August 2009 issued by RBSG, and

(xii) the press release headed “The Royal Bank of Scotland Group plc signs share sale agreement with MCB Bank Limited” dated 12 August 2009 issued by RBSG,

each of which shall be deemed to be incorporated in, and form part of, this Prospectus.

The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been delivered, upon the request of such person, a copy of any or all of the documents incorporated

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herein by reference. Requests for such documents should be directed to the Issuer at its principal office.

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SUMMARY

The Royal Bank of Scotland plc (the Issuer)

Principal-Protected and Non-Principal Protected Notes (the Notes) This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuer in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Description of the Issuer The Issuer (together with its subsidiaries, the Issuer Group) is a major United Kingdom clearing bank and a wholly owned subsidiary of The Royal Bank of Scotland Group plc (RBSG). RBSG (together with its subsidiaries, the Group) is the holding company of a large banking and financial services group. Headquartered in Edinburgh, the Group operates in the United Kingdom, the United States and internationally through its two principal subsidiaries - the Issuer and National Westminster Bank Plc (NatWest). The Group has a large and diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers.

The Group had total assets of £2,401.7 billion and owners’ equity of £58.9 billion at 31 December 2008. The Group’s capital ratios, which included the equity minority interest of the State of the Netherlands and Banco Santander (Santander) in ABN AMRO Holding N.V. (ABN Amro), were a total capital ratio of 14.1 per cent., a Core Tier 1 capital ratio of 6.6 per cent., and a Tier 1 capital ratio of 10.0 per cent. as at 31 December 2008. As at 30 June 2009, the Group had total assets of £1,818.9 billion and owners’ equity of £55.7 billion. The Group’s Tier 1 and Core Tier 1 capital ratios at that date were 9.3 per cent. and 7.0 per cent., respectively.

The Issuer had total assets of £1,877.9 billion and shareholder’s equity of £46.0 billion as at 31 December 2008. The Issuer’s capital ratios were a total capital ratio of 14.2 per cent. and a Tier 1 capital ratio of 8.5 per cent as at 31 December 2008.

Description of the Notes The Notes are denominated in the Specified Currency set out in the relevant Final Terms and may (or may not) be principal-protected. The issue price of each Note will be set out in the relevant Final Terms. The amount which will be paid to the investor at maturity may be linked to the performance of either (i) a single index, a single share, a single foreign exchange rate, a single commodity (or relevant futures contract or forward), a single government bond (or relevant futures contract), a single fund, a single inflation index or a single certificate or (ii) a basket comprised of shares, indices, foreign exchange rates, commodities (or relevant futures contracts or forwards), government bonds (or relevant futures contracts), funds, inflation indices or certificates (or a combination of any of them), in each case as specified in the relevant Final Terms (together the Underlyings and each an Underlying).

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Interest

The Notes may (or may not) bear interest.

Return at Maturity In the case of principal-protected Notes, when the Notes mature on the Maturity Date, the Issuer will pay to investors for each Note a final redemption amount equal to either (A) 100 per cent. of the Nominal Amount or (B) the greater of (i) a certain percentage of the Nominal Amount (which will be equal to or greater than 100 per cent. but may be less than the Issue Price) equal to the specified level of principal protection of the Notes and (ii) the Nominal Amount multiplied by the Return.

In the case of non-principal protected Notes, when the Notes mature on the Maturity Date, the Issuer will pay to investors for each Note a final redemption amount which will be equal to the greater of (i) a certain percentage of the Nominal Amount (which will be less than 100 per cent. but equal to or greater than zero, and may be less than the Issue Price) equal to the specified level of principal protection of the Notes and (ii) the Nominal Amount multiplied by the Return.

Return means the sum of a certain percentage equal to the specified level of principal protection of the Notes and a certain percentage (equal to the Participation indicatively specified in the relevant Final Terms) of the Underlying Performance, as explained below. The Underlying Performance is subject to a minimum of zero.

The Participation will be determined in the light of market conditions on or before the Strike Date, but will be not less than the minimum specified Participation and will be notified to investors in accordance with Article 8 of the Prospectus Directive.

The Underlying Performance (if any) may depend upon the difference between the final Level (or where “Final Averaging” is specified as applicable, the arithmetic average of the Levels on each of the Final Averaging Dates) and the initial or other specified Level (or where “Strike Averaging” is specified as applicable, the arithmetic average of the Levels on each of the Strike Averaging Dates) of one or more Underlyings and may be subject to or otherwise affected by any cap(s), floor(s), weightings(s), participation or leverage percentage, early termination provisions or performance parameters in respect of one or more Underlyings as may be specified in the relevant Final Terms. In some cases, the Underlying Performance may be a fixed amount.

Final Averaging Date means each date specified as such (if any)in the applicable Final Terms.

Level means, (i) in respect of an index Underlying, the Reference Price (as defined in Condition 7(c)), (ii) in respect of an equity Underlying, the Reference Price (as defined in Condition 8(e)), (iii) in respect of a commodity Underlying, the Commodity Reference Price (as defined in Condition 12(c) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be, and (iv) in respect of any other Underlying, the level, price, rate or similar indicator used to determine the value of the relevant Underlying at the Valuation Time (if any) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be.

Maturity Date means the date specified as such in the relevant Final Terms.

Nominal Amount means an amount equal to the Specified Denomination set out in the relevant Final Terms.

Participation means the participation percentage, subject to the minimum participation set out in the relevant Final Terms.

Strike Averaging Date means each date specified as such (if any) in the applicable Final Terms.

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Strike Date means the date specified as such in the relevant Final Terms.

Valuation Date means the date (or, if more than one, each date) specified as such in the relevant Final Terms (if any).

Valuation Time means the time specified as such in the relevant Final Terms.

Early Redemption

Unless otherwise provided in the relevant Final Terms, the Notes may only be redeemed before the maturity date for reasons of default by the Issuer, the illegality of the Issuer’s payment obligations or its hedging arrangements or certain changes affecting the tax treatment of the Issuer or its affiliates in relation to the Notes or their hedging arrangements in respect of the Notes. In such event the Issuer will redeem each Note at its early redemption amount being such Note’s fair market value immediately prior to the date on which they became redeemable (ignoring any such illegality) less (except in the case of a default by the Issuer) the cost of unwinding such hedging arrangements.

If so specified in the relevant Final Terms, application will be made for the Notes to be admitted to trading on the London Stock Exchange or any other or further stock exchange(s).

Risk Factors The terms of the Notes may provide that the Final Redemption Amount will be dependent upon the performance of any relevant Underlying(s) of either itself or themselves, or relative to other Underlying(s).

In the case of principal-protected Notes, the Final Redemption Amount (but not necessarily any Early Redemption Amount) of each Note is subject to a minimum of its nominal amount (which may be less than the issue price). If the Issue Price of the Notes is higher than 100 per cent., investors risk losing part of their investment.

In the case of non-principal protected Notes, the Final Redemption Amount will not be 100 per cent. principal protected (and any Early Redemption Amount may not be 100 per cent principal protected) and, in the event that there is zero principal protection of the Notes, the Final Redemption Amount will be zero if the Underlying Performance is zero. Investors therefore risk losing all or part of their investment.

An investment in the Notes is not the same as an investment in the Underlying or any or all of the Underlyings (if any) or an investment which is directly linked to the Underlying or any or all of the Underlyings (if any). In particular, if the Underlying (if any) consists of shares or indices, and if so specified in the relevant Final Terms, the calculation of the Underlying Performance may include dividends, otherwise investors will not benefit from such dividends. Further, if any Underlying consists of government bonds or certificates, the investors may not receive the coupon payments attributable to those government bonds or certificates. Where an Underlying is a commodity, fluctuations in the price of the commodity may affect the value of the Notes. The value of a commodity is subject to the supply of, and/or demand for, such commodity and whether or not any alternatives to that commodity exist. Current market conditions for a commodity do not guarantee the performance, demand or supply of that commodity in the future.

The Level(s) of any Underlying(s) may go down as well as up throughout the term of the Notes. Furthermore, the Level(s) of the Underlying(s) at any specific date may not reflect its/their prior or future performance. There can be no assurance as to the future performance of the Underlying(s) (if any). Accordingly, before investing in the Notes, prospective investors should carefully consider whether an investment based on the performance of any Underlying(s) is suitable for them.

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The Notes involve complex risks, including, among other things, share price risks, credit risks, interest rate risks, exchange rate risks, commodity risks, inflation risks, risks related to funds and/or political risks.

Where the Notes relate to Underlyings which involve emerging market countries, investors should note that the risk of the occurrence and the severity of the consequences of the matters described herein may be greater than they would otherwise be in relation to more developed countries.

The Final Redemption Amount may be subject to caps(s) or floor(s) or may be a fixed amount, and may become payable prior to the Maturity Date (for reasons other than illegality or taxation).

It is not possible to predict the price at which the Notes will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Notes at any time at any price in the open market or by tender or private treaty. Any Notes so purchased may be held or resold or surrendered for cancellation. The market for the Notes may be limited. The only way in which a holder can realise value from a Note prior to the Maturity Date is to sell it at its then market price in the market which may be less than the amount initially invested.

Fluctuations in the Level(s) of the Underlying(s) (if any) may affect the value of the Notes.

Accordingly, an investment in the Notes is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Issuer reserves the right to cancel the issue of the Notes if (a) any circumstance occurs which, in the Issuer’s opinion, may have a significant impact on the issue, or (b) the Participation is less than the minimum Participation specified in the relevant Final Terms, or (c) if the amount in respect of which offers are received is (or is determined by the Issuer or the relevant Distributor to be likely to be) less than the amount specified in the relevant Final Terms. In case of cancellation, the Issuer will repay the purchase price and any commission paid by any investor without interest.

The relevant Distributor may charge a commission, payable by the investor, of no greater than the percentage of the purchase price of the Notes purchased specified in the relevant Final Terms. In addition, the Issuer may pay a commission to that Distributor.

The level and basis of taxation on the Notes and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor’s individual circumstances. The tax and regulatory characterisation of the Notes may change over their life. This could have adverse consequences for investors.

Before making any investment decision with respect to the Notes, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances.

The Issuer or one of its affiliates may be the sponsor or calculation agent in respect of (i) an Underlying or (ii) one or more of the components of an Underlying (in each case, if any) to which the Notes are linked. Under the rules of any Underlying (or component of any such Underlying), the role of sponsor or calculation agent provides the Issuer (or one of its affiliates) with discretions to make certain determinations and judgements which may influence the Level of such Underlying (or component of such Underlying). Those discretions may be adverse to the interest of the holders of the Notes and may negatively impact the value of the Notes.

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RISK FACTORS

The following risk factors shall be read in conjunction with the risk factors as set out on pages 28 to 37 inclusive (Risk Factors relating to the Notes) of the Programme Prospectus and pages 6 to 22 inclusive (Risk Factors) of the Registration Document, in each case as supplemented.

The terms of the Notes may provide that the Final Redemption Amount will be dependent upon the performance of any relevant Underlying(s) (as defined herein) of either itself or themselves, or relative to other Underlying(s).

In the case of principal protected Notes, the Final Redemption Amount (but not necessarily any Early Redemption Amount) of each Note is subject to a minimum of its Nominal Amount (which may be less than the issue price). If the Issue Price of the Notes is higher than 100 per cent., investors risk losing part of their investment.

In the case of non-principal protected Notes, the Final Redemption Amount will not be is 100 per cent. principal protected (and any Early Redemption Amount may not be 100 per cent principal protected) and, in the event that there is zero principal protection of the Notes, the Final Redemption Amount will be zero if the Underlying Performance is zero. Investors therefore risk losing all or part of their investment.

An investment in the Notes is not the same as an investment in the Underlying or any or all of the Underlyings (if any) or an investment which is directly linked to the Underlying or any or all of the Underlyings (if any). In particular, if the Underlying (if any) consists of shares or indices and if so specified in the relevant Final Terms, the calculation of the Underlying Performance may include dividends, otherwise investors will not benefit from such dividends. Further, if any Underlying consists of government bonds or certificates, the investors may not receive the coupon payments attributable to those government bonds or certificates. Where an Underlying is a commodity, fluctuations in the price of the commodity may affect the value of the Notes. The value of a commodity is subject to the supply of, and/or demand for, such commodity and whether or not any alternatives to that commodity exist. Current market conditions for a commodity do not guarantee the performance, demand or supply of that commodity in the future.

The Level(s) of any Underlying(s) may go down as well as up throughout the term of the Notes. Furthermore, the Level(s) of any Underlying(s) at any specific date may not reflect its/their prior or future performance. There can be no assurance as to the future performance of the Underlying(s) (if any). Accordingly, before investing in the Notes, prospective investors should carefully consider whether an investment based on the performance of any Underlying(s) is suitable for them.

The Notes involve complex risks, which include, among other things, share price risks, credit risks, interest rate risks, exchange rate risks, commodity risks, inflation risks, risks related to funds and/or political risks.

Where the Notes relate to Underlyings which involve emerging market countries, investors should note that the risk of the occurrence and the severity of the consequences of the matters described herein may be greater than they would otherwise be in relation to more developed countries.

The Final Redemption Amount may be subject to caps(s) or floor(s) or may be a fixed amount, and may become payable prior to the Maturity Date (for reasons other than illegality or taxation).

It is not possible to predict the price at which the Notes will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Notes at any time at

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any price in the open market or by tender or private treaty. Any Notes so purchased may be held or resold or surrendered for cancellation. The market for the Notes may be limited. The only way in which a holder can realise value from a Note prior to the Maturity Date is to sell it at its then market price in the market which may be less than the amount initially invested.

Fluctuations in the Level(s) of the Underlying(s) (if any) may affect the value of the Notes.

Accordingly, an investment in the Notes is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The relevant Distributor may charge a commission, payable by the investor, of no greater than the percentage of the purchase price of the Notes purchased specified in the relevant Final Terms. In addition, the Issuer may pay a commission to that Distributor.

The Issuer reserves the right to cancel the issue of the Notes if (a) any circumstance occurs which, in the Issuer’s opinion, may have a significant impact on the issue, or (b) the participation is less than the minimum participation specified in the relevant Final Terms, or (c) if the amount in respect of which offers are received is (or is determined by the Issuer or the relevant Distributor to be likely to be) less than the amount specified in the relevant Final Terms. In case of cancellation, the Issuer will repay the purchase price and any commission paid by any investor without interest.

The level and basis of taxation on the Notes and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor’s individual circumstances. The tax and regulatory characterisation of the Notes may change over the life of the Notes. This could have adverse consequences for investors.

Before making any investment decision with respect to the Notes, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances.

The Issuer or one of its affiliates may be the sponsor or calculation agent in respect of (i) an Underlying or (ii) one or more of the components of an Underlying (in each case, if any) to which the Notes are linked. Under the rules of any Underlying (or component of any such Underlying), the role of sponsor or calculation agent provides the Issuer (or one of its affiliates) with discretions to make certain determinations and judgements which may influence the Level of such Underlying (or component of such Underlying). Those discretions may be adverse to the interest of the holders of the Notes and may negatively impact the value of the Notes.

The following risk factor relates to the Symbiosis Base Strategy Index and the Symbiosis Base Strategy Index (2) each described in Schedule 2 hereto:

The Index has either “long” or “short” exposure to each Asset. Each month, directional risk is dependent on the exposure to each Asset set by its Indicator. If the Indicator of an Asset is positive at the start of a certain month due to the historical performance of that Asset, (i.e. the relevant Indicator deems the Asset is in a positive trend), the exposure of the Index to that Asset is long for that month. If the Asset depreciates in value during that month, the Index will also depreciate in value. If the Indicator of an Asset is negative at the start of a certain month due to the historical performance of that Asset (i.e. the Indicator deems the Asset is in a negative trend), the exposure of the Index to that Asset is short for that month. If the Asset appreciates in value during that month, the Index will depreciate in value.

A11115948/0.3/21 Aug 2009 14

The following risk factor relates to the Symbiosis 3 Strategy described in Schedule 2 hereto:

The Strategy has either “long” or “short” exposure to each Asset. Each month, directional risk is dependent on the exposure to each Asset set by its Indicator. If the Indicator of an Asset is positive at the start of a certain month due to the historical performance of that Asset, (i.e. the relevant Indicator deems the Asset is in a positive trend), the exposure of the Strategy to that Asset is long for that month. If the Asset depreciates in value during that month, the Strategy will also depreciate in value. If the Indicator of an Asset is negative at the start of a certain month due to the historical performance of that Asset (i.e. the Indicator deems the Asset is in a negative trend), the exposure of the Strategy to that Asset is short for that month. If the Asset appreciates in value during that month, the Strategy will depreciate in value.

The Strategy only allows for “long” exposure to the Alpha Centurion European Index Asset and the CYD Market Neutral Plus Five Index Asset. Therefore, an investor in a product linked to the Strategy will not benefit from any short exposure to the Alpha Centurion European Index Asset and the CYD Market Neutral Plus Five Index Asset if the Indicator for those Assets is negative. If the Indicator for the Alpha Centurion European Index Asset or the CYD Market Neutral Plus Five Index Asset is negative, the Strategy’s exposure to those Assets is zero.

A11115948/0.3/21 Aug 2009 15

TERMS AND CONDITIONS OF THE NOTES

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set out in the Programme Prospectus. References in such Terms and Conditions to “Final Terms” are to this Prospectus.

1 Issuer: The Royal Bank of Scotland plc

2 (i) Series Number: As specified in the relevant Final Terms.

(ii) Tranche Number: As specified in the relevant Final Terms.

3 Specified Currency or Currencies: As specified in the relevant Final Terms.

4 Aggregate Nominal Amount:

(i) Series:

As specified in the relevant Final Terms. Further issues may also be made pursuant to Condition 25.

(ii) Tranche: As specified in the relevant Final Terms.

5 Issue Price: As specified in the relevant Final Terms.

6 Specified Denominations: As specified in the relevant Final Terms.

7 (i) Issue Date: As specified in the relevant Final Terms.

(ii) Interest Commencement Date:

If applicable, as specified in the relevant Final Terms.

8 Maturity Date: As specified in the relevant Final Terms.

9 Interest/Payment Basis: As specified in the relevant Final Terms.

10 Redemption/Payment Basis: As specified in the relevant Final Terms.

11

Change of Interest or Redemption/Payment Basis:

As specified in the relevant Final Terms.

12

Put/Call Options:

Not Applicable (unless otherwise specified in the relevant Final Terms).

13

Put/Call Notes:


14 Status of the Notes: Senior

15 Method of distribution: Non-syndicated

16 Valuation Dates/Averaging Dates: As specified in the relevant Final Terms.

17 Strike Date: As specified in the relevant Final Terms.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

18 Fixed Rate Note Provisions: As specified in the relevant Final Terms.

19 Floating Rate Note Provisions: As specified in the relevant Final Terms.

20 Zero Coupon Note Provisions: Not Applicable

21 Index Linked Interest Note Provisions: As specified in the relevant Final Terms.

22 Equity Linked Interest Note Provisions: As specified in the relevant Final Terms.

A11115948/0.3/21 Aug 2009 16

23

Commodity Linked Interest Note Provisions:


24 Currency Linked Interest Note Provisions: As specified in the relevant Final Terms.

25

Government Bond Linked Interest Note Provisions:


26 Fund Linked Interest Note Provisions: As specified in the relevant Final Terms.

27

Inflation Index Linked Interest Note Provisions:


28

Certificate Linked Interest Note Provisions:


PROVISIONS RELATING TO REDEMPTION

29

Call Option:

Not Applicable (unless otherwise specified in the relevant Final Terms)

30

Put Option:

Not Applicable (unless otherwise specified in the relevant Final Terms)

31

Final Redemption Amount:

As specified in the relevant Final Terms. See also Schedule 1 hereto.

32 Early Redemption Amount:

(i) Early Redemption Amount(s) payable on redemption following (a) the occurrence of an event of default or (b) illegality or (c) any other event giving rise to early redemption in accordance with the Conditions and/or the method of calculating the same (if required or if different from that set out in Condition 5(d)):

As set out in Condition 5(d)(iii), unlessotherwise specified in the relevant Final Terms.

(ii) Early Redemption Amount includes amount in respect of accrued interest:


33

Index Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Index Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of indices or a single index, the identity of the relevant Index/Indices and details of the relevant index sponsors and whether such Index/Indices are a Multi-Exchange Index:

Details will be specified in the relevant Final Terms) and where the Notes relate to one or more RBS proprietary indices or strategies (if so specified in the relevant Final Terms), one or more of the index or strategy descriptions set out in Schedule 2 hereto shall apply.

A11115948/0.3/21 Aug 2009 17

(ii) Calculation Agent responsible for making calculations pursuant to Condition 7:

The Royal Bank of Scotland plc 250 Bishopsgate London EC2M 4AA

(iii) Exchange(s):

As specified in relation to each Index in the relevant Final Terms, failing which, as determined by the Calculation Agent in accordance with Condition 7.

(iv) Related Exchange(s): As specified in the relevant Final Terms.

Reference Price:

Condition 7(c) applies in relation to each Index as if the Notes related to a single Index and the Reference Price shall be determined by reference to the level of the relevant Index at the Valuation Time on the relevant Valuation Date. In relation to the Strike Date, references in the definition of “Reference Price” to “Valuation Date” shall be to the Strike Date. If Strike Averaging applies, references in the definition of “Reference Price” to “Averaging Date” shall be to the “Strike Averaging Dates”. In relation to the final Valuation Date, references in the definition of “Reference Price” to “Valuation Date” shall be to the final Valuation Date. If “Final Averaging” applies, references in the definition of “Reference Price”to “Averaging Date” shall be to the “Final Averaging Dates”.

(v) Valuation Time:

The definition in Condition 7(c) applies. In relation to the Strike Date, references in the definition of “Valuation Time” to “Valuation Date” shall be to the Strike Date. If Strike Averaging applies, references in the definition of “Valuation Time” to “Averaging Date” shall be to the “Strike Averaging Dates”. In relation to the final Valuation Date, references in the definition of “Valuation Time” to “Valuation Date” shall be to the final Valuation Date. If “Final Averaging” applies, references in the definition of “Valuation Time”to “Averaging Date” shall be to the “Final Averaging Dates”.

(vi) Strike Price:


(vii) Trade Date:


A11115948/0.3/21 Aug 2009 18

(viii) Correction of Index Levels: Correction of Index Levels applies.

Correction Cut-Off Date: As specified in the relevant Final Terms.

(ix) Additional Disruption Events: As specified in the relevant Final Terms.

(x) Other terms or special conditions:


34

Equity Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Equity Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of equity securities or a single equity security and the identity of the relevant issuer(s) of the Underlying Equity/Equities:

Details will be specified in the relevant Final Terms).

(ii) Whether redemption of the Notes will be by (a) Cash Settlement or (b) Physical Delivery or (c) Cash Settlement and/or Physical Delivery:

Cash Settlement (unless otherwise specified in the relevant Final Terms).

(iii) Calculation Agent responsible for making calculations pursuant to Condition 8:


(iv) Exchange: As specified in the relevant Final Terms.

(v) Related Exchange(s): As specified in the relevant Final Terms.

(vi) Potential Adjustment Events: Applicable

(vii) De-listing, Merger Event, nationalisation and Insolvency:

Applicable

(viii) Tender Offer: Applicable

(ix) Equity Substitution:

Applicable (unless otherwise specified in the relevant Final Terms)

(x) Correction of Underlying Equity Prices:

Correction of Underlying Equity Prices applies.

Correction Cut-Off Date: As specified in the relevant Final Terms.

Reference Price:

Condition 8(e) applies in relation to each Underlying Equity as if the Notes related to a single Underlying Equity and the Reference Price shall be determined by reference to the price of the relevant Underlying Equity at the Valuation Time on the relevant Valuation Date. In relation to the Strike Date, references in the definition of “Reference Price” to “Valuation Date” shall be to the Strike Date. If Strike Averaging applies, references in the definition of “Reference Price” to “Averaging Date” shall

A11115948/0.3/21 Aug 2009 19

be to the “Strike Averaging Dates”. In relation to the final Valuation Date, references in the definition of “Reference Price” to “Valuation Date” shall be to the final Valuation Date. If “Final Averaging” applies, references in the definition of “Reference Price”to “Averaging Date” shall be to the “Final Averaging Dates”.

(xi) Valuation Time:

The definition in Condition 8(e) applies. In relation to the Strike Date, references in the definition of “Valuation Time” to “Valuation Date” shall be to the Strike Date. If Strike Averaging applies, references in the definition of “Valuation Time” to “Averaging Date” shall be to the “Strike Averaging Dates”. In relation to the final Valuation Date, references in the definition of “Valuation Time” to “Valuation Date” shall be to the final Valuation Date. If “Final Averaging” applies, references in the definition of “Valuation Time”to “Averaging Date” shall be to the “Final Averaging Dates”.

(xii) Strike Price:


(xiii) Exchange Rate:


(xiv) Relevant Assets:


(xv) Asset Amount:


(xvi) Cut-Off Date:


(xvii) Final Date:


(xviii) Delivery provisions for Asset Amount (including details of who is to make such delivery) if different from Terms and Conditions:


(xix) Failure to Deliver due to Illiquidity:


(xx) Additional Disruption Events: As specified in the relevant Final Terms.

(xxi) Other terms or special conditions: As specified in the relevant Final Terms.

35 Currency Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Currency

A11115948/0.3/21 Aug 2009 20

Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of Currency Exchange Rates or a single Currency Exchange Rate, the identity of the relevant Currency Exchange Rate(s) :

Details will be specified in the relevant Final Terms.

(ii) Relevant Currenc(y)(ies) As specified in the relevant Final Terms.

(iii) Currency Exchange Rate: As specified in the relevant Final Terms.

(iv) Calculation Agent responsible for making calculations pursuant to Condition 6:


(v) Valuation Time:

The time specified as such in the relevant Final Terms or such other time as the Issuer may determine in its absolute discretion.

(vi) Other terms or special conditions:


36

Commodity Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Commodity Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of commodities or a single commodity and the identity of the relevant Commodit(y)(ies):


(ii) Commodity As specified in the relevant Final Terms.

(iii) Information Source: As specified in the relevant Final Terms.

(iv) Commodity Reference Price: As specified in the relevant Final Terms.

(v) Correction of Commodity Reference Price:


(vi) Price Materiality Percentage: As specified in the relevant Final Terms.

(vii) Exchange: As specified in the relevant Final Terms.

(viii) Futures Contract: As specified in the relevant Final Terms.

(ix) Delivery Date: As specified in the relevant Final Terms.

(x) Price Source: As specified in the relevant Final Terms.

(xi) Specified Price: As specified in the relevant Final Terms.

(xii) Market Disruption Events: As specified in the relevant Final Terms.

(xiii) Reference Dealers: As specified in the relevant Final Terms.

(xiv) Calculation Agent responsible for The Royal Bank of Scotland plc

A11115948/0.3/21 Aug 2009 21

making calculations pursuant to Condition 12:

250 Bishopsgate London EC2M 4AA

(xv) Other terms or special conditions:


37

Government Bond Linked Redemption Notes

As specified in the relevant Final Terms. The following provisions shall apply If Government Bond Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of government bonds or a single government bond and the identity of the relevant Government Bond(s) and/or related Reference Asset(s) and/or related futures contract (if any):


(ii) Information Source: As specified in the relevant Final Terms.

(iii) Exchange: As specified in the relevant Final Terms.



(v) Valuation Time:

The official close of trading on the Exchange or such other time as the Issuer may select in its absolute discretion.

(vi) Other special terms or conditions:


38

Fund Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Fund Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of funds or a single fund and the identity of the relevant Fund(s):



(iii) Replacement Fund:


(iv) Suspension Asset:


(v) Effective Date: As specified in the relevant Final Terms.

(vi) Calculation Agent responsible for making calculations pursuant to Condition 14:


(vii) Other special terms or conditions: Not Applicable (unless otherwise specified in

A11115948/0.3/21 Aug 2009 22

the relevant Final Terms).

39

Inflation Index Linked Redemption Notes:

As specified in the relevant Final Terms. The following provisions shall apply If Inflation Index Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of inflation indices or a single inflation index and the identity of the relevant Inflation Ind(ex)(icies):



(iii) Inflation Fixing Months: As specified in the relevant Final Terms.



(v) Other terms or special conditions: As specified in the relevant Final Terms.

40

Certificate Linked Redemption Notes

As specified in the relevant Final Terms. The following provisions shall apply If Certificate Linked Redemption Notes is specified as applicable in the relevant Final Terms:

(i) Whether the Notes relate to a basket of certificates or a single certificate and the identity of the relevant Certificate(s):



(iii) Exchange: As specified in the relevant Final Terms.



(v) Valuation Time: As specified in the relevant Final Terms.



41

Additional Disruption Events:

Not Applicable, unless otherwise specified in the Final Terms

42 Credit Linked Notes: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

The following provisions shall apply for Notes cleared through Euroclear Sweden (defined below):

43

Form of Notes:

Registered Notes in dematerialised and uncertificated form in accordance with the Rules (as defined in paragraph 52 below).

44 Additional Business Centre(s): Stockholm

45 Talons for future Coupons or Receipts to Not Applicable

A11115948/0.3/21 Aug 2009 23

be attached to Definitive Bearer Notes (and dates on which such Talons mature):

46 Details relating to Partly Paid Notes: Not Applicable

47

Details relating to Instalment Notes: Instalment Amounts, Instalment Dates:

Not Applicable

48

Redenomination, renominalisation and reconventioning provisions:

Not Applicable

49 Consolidation provisions: Not Applicable

50 Notices to the Issuer: Not Applicable

51 Issuer Business Centre: Not Applicable

52

Other provisions:

Registrar (Sw. central värdepappersförvarare under the Swedish Financial Instruments Accounts Act):

Euroclear Sweden AB (Euroclear Sweden) Box 7822 SE-103 97 Stockholm

Issuing agent (Sw. emissionsinstitut) under the Rules:

SEB Merchant Banking Notes Services Kungsträdgårdsgatan 8 SE-106 40 Stockholm

So long as Euroclear Sweden is the Registrar in respect of the Notes the following provisions shall apply and, notwithstanding any provisions in the Conditions, may not be amended, modified or set aside other than in such manner as may be acceptable under the Rules, in the sole opinion of Euroclear Sweden:

(i) Title to the Notes will pass by transfer between accountholders at Euroclear Sweden perfected in accordance with the legislation (including the Swedish Financial Instruments Accounts Act (SFS 1998:1479)), rules and regulations applicable to and/or issued by Euroclear Sweden that are in force and effect from time to time (the Rules), and paragraphs 4, 5, 6 and 7 of Condition 1 shall not apply.

Noteholder and holder means a person in whose name a Note is registered in a Euroclear Sweden Account in the book-entry settlement system of Euroclear Sweden or any other person recognised as a holder of Notes pursuant to the Rules and accordingly, where

A11115948/0.3/21 Aug 2009 24

Notes are held through a registered nominee, the nominee shall be deemed to be the holder.

Register means the register of Euroclear Sweden.

(ii) No physical notes, such as global temporary or permanent notes or definitive notes, will be issued in respect of the Notes. No certificates in respect of Notes will be issued and provisions relating to presentation, surrendering or replacement of Notes in the Conditions shall not apply. Claims against the Issuer will be prescribed and become void unless made against the Issuer within the relevant time period set out in Condition 18.

(iii) Payments in respect of the Notes will be effected in the Specified Currency in accordance with the Rules and paragraphs (a) to (d) of Condition 4 shall not apply. The record date for payment is the fifth Stockholm Business Day before the due date for payment. Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date for payment not being a Stockholm Business Day. Stockholm Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Stockholm.

(iv) All Notes will be registered in the book-entry system of Euroclear Sweden.

(v) The Issuer shall be entitled to obtain from Euroclear Sweden extracts from the book entry registers of Euroclear Sweden (Sw. Skuldbok) relating to the Notes for the purposes of performing its obligations pursuant to Conditions 23 and 24.

(vi) The proviso to paragraph 2 of Condition 21and paragraph 3 and 4 of Condition 21 shall not apply.

So long as any of the Notes are outstanding, the Issuer will maintain an Issuing Agent duly authorised as such under the Rules.

A11115948/0.3/21 Aug 2009 25

The following provisions shall apply for Notes cleared through Euroclear Finland (defined below):

43 Form of Notes: Registered Notes in dematerialised and uncertificated form in accordance with the Rules (as defined in paragraph 52 below).

44 Additional Business Centre(s): Helsinki

45 Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

Not Applicable


47 Details relating to Instalment Notes: Instalment Amounts, Instalment Dates:

Not Applicable

48 Redenomination, renominalisation and reconventioning provisions:

Not Applicable




52 Other provisions: Euroclear Finland Oy (Euroclear Finland) Urho Kekkosen katu 5C, 00101 Helsinki

So long as Euroclear Finland is the Registrar in respect of the Notes the following provisions shall apply and, notwithstanding any provisions in the Conditions, may not be amended, modified or set aside other than in such manner as may be acceptable under the Finnish legislation, rules and regulations applicable to and/or issued by Euroclear Finland that are in force and effect from time to time (the Rules), in the sole opinion of Euroclear Finland:

(i) Title to the Notes will pass by transfer from a Noteholder’s book-entry account to another book-entry account within Euroclear Finland (except where the Notes are nominee-registered and are transferred from one account to another account with the same nominee) perfected in accordance with the Rules and paragraphs 4, 5, 6 and 7 of Condition 1 shall not apply.

Noteholder and holder means a person in whose name a Note is registered in a book-entry account in the book-entry system of Euroclear Finland or any other person recognised as a holder of Notes pursuant to the

A11115948/0.3/21 Aug 2009 26

Rules.

Register means the register of Euroclear Finland.

(ii) No physical notes, such as global temporary or permanent notes or definitive notes, will be issued in respect of the Notes. No certificates in respect of Notes will be issued and provisions relating to presentation, surrendering or replacement of Notes in the Conditions shall not apply. Claims against the Issuer will be prescribed and become void unless made against the Issuer within the relevant time period set out in Condition 18.

(iii) Payments in respect of the Notes will be effected in the Specified Currency in accordance with the Rules and paragraphs (a) to (e) of Condition 4 shall not apply. The record date for payment is the first Helsinki Business Day before the due date for payment. Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date for payment not being a first Helsinki Business Day.

Helsinki Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Helsinki.

(iv) All Notes will be registered in the book-entry system of Euroclear Finland.

(v) The Issuer shall be entitled to obtain from Euroclear Finland extracts from the book entry registers of Euroclear Finland relating to the Notes.

(vi) The proviso to paragraph 2 of Condition 21and paragraphs 3 and 4 of Condition 21 shall not apply.

The following provisions shall apply for Notes cleared through VPS (defined below):

43 Form of Notes: Registered Notes in dematerialised and uncertificated form in accordance with the Rules (as defined in paragraph 52 below).

44 Additional Business Centre(s): Oslo

45 Talons for future Coupons or Receipts to Not Applicable

A11115948/0.3/21 Aug 2009 27

be attached to Definitive Bearer Notes (and dates on which such Talons mature):



Not Applicable


Not Applicable




52 Other provisions: Securities Depository: Verdipapirsentralen ASA (“VPS”) Biskop Gunnerus’ Gate 14 A Postboks 4, 0051 Oslo

Registrar: (Norwegian kontofører utsteder under the Norwegian Securities Register Act dated 5 July 2002 no. 64):

Skandinaviska Enskilda Banken AB (publ)(“SEB”) acting through its division SEB Merchant Banking,

Custody Services P.O. Box 1843 Vika No-0123 Oslo

So long as the Notes are registered in VPS the following provisions shall apply and, notwithstanding any provisions in the Conditions, may not be amended, modified or set aside other than in such manner as may be acceptable under the Rules, in the sole opinion of VPS:

(i) Title to the Notes will pass by transfer between accountholders at VPS perfected in accordance with the legislation, rules and regulations applicable to and/or issued by VPS that are in force and effect from time to time (the “Rules”), and paragraphs 4, 5, 6 and 7 of Condition 1 shall not apply. No such transfer may take place during the five Oslo Business Days immediately preceding the Maturity Date or on the Maturity Date.

Oslo Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for

A11115948/0.3/21 Aug 2009 28

general business (including dealing in foreign exchange and foreign currency deposits) in Oslo.

“Noteholder” and “holder” means a person in whose name a Note is registered in a VPS Account in the book-entry system of VPS or any other person recognised as a holder of Notes pursuant to the Rules.

Register means the register of VPS.

(ii) No physical notes, such as global temporary or permanent notes or definitive notes, will be issued in respect of the Notes. No Certificates in respect of Notes will be issued and provisions relating to presentation, surrendering or replacement of Certificates in the Conditions shall not apply. Claims against the Issuer will be prescribed and become void unless made against the Issuer within the relevant time period set out in Condition 18.

(iii) Payments in respect of the Notes will be effected in the Specified Currency in accordance with the Rules and paragraphs (a) to (d) of Condition 4 shall not apply. Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date for payment not being an Oslo Banking Day. Unless otherwise specified in the relevant Final Terms the record date for payment is the 5th Oslo Business Day before the due date for payment.

(iv) All Notes will be registered in the book-entry system of VPS.

(v) The Noteholders accept and consent to the Issuer being entitled to obtain from VPS extracts from the book entry registers of VPS relating to the Notes.

(vi) In the case of a meeting of Noteholders, the Issuer may prescribe such further provisions in relation to the holding of meetings as it may determine to be appropriate in order to take account of the Rules.

(vii) The proviso to paragraph 2 of Condition 21 and paragraphs 3 and 4 of Condition 21 shall not apply.

A11115948/0.3/21 Aug 2009 29

(viii) Notices: Notices to Noteholders shall be sent to their registered address appearing on the Register or as otherwise determined by applicable procedures of VPS or law.

The following provisions shall apply for Notes cleared through VP Securities (defined below) (“VP Notes”):

42 Form of Notes: Uncertificated and dematerialised in book entry form in accordance with the Danish Securities Trading etc. Act as amended from time to time (the “Securities Trading Act”), Danish Executive Order on Book-Entry etc. of Investment Securities with a Central Securities Depository, as amended from time to time and VP Securities’ rules and regulations as in force from time to time (together the “Danish Rules”). No global or definitive Notes will be issued in respect thereof. The holder of a VP Note will be the person evidenced as such by the register for such VP Note maintained by VP Securities. Where a nominee in accordance with the Securities Trading Act is so evidenced it shall be treated as the holder of the relevant Note.

43 Additional Business Centre(s): Copenhagen

44 Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

Not Applicable



Not Applicable


Not Applicable




51 Other provisions: Securities Depository: VP Securities A/S (“VP Securities”) Weidekampsgade 14 P.O. Box 4040 DK-2300 Copenhagen S

Account Holding Institute (in Danish: Kontoførende institut):

Skandinaviska Enskilda Banken AB (publ)Kungsträdgårdsgatan 8

A11115948/0.3/21 Aug 2009 30

SE-106 40

Stockholm, Sweden acting though its division, SEB, Merchant Banking, Custody Services, Copenhagen Branch, Denmark (the Account Holding Institute).

So long as VP Notes are registered in VP Securities the following provisions shall apply and, notwithstanding any provisions in the Conditions, may not be amended, modified or set aside other than in such manner as is acceptable under the Danish Rules in the sole opinion of VP Securities:

(i) Pursuant to the issuance of VP Notes, the Issuer will certify that the Account Holding Institute is, on the date of issue of a Series of VP Notes, entered in the VP Securities as the account holding institute (kontoførende institut) for the duly registered owners of VP Notes of such Series.

(ii) “Copenhagen Business Day” is a day where the Account Holding Institute and VP Securities are open for business in accordance with the Danish Rules.

(iii) Title to VP Notes will pass by transfer between accountholders of VP Securities, perfected in accordance with the legislation (including the Danish Rules).

(iv) The relationship between the Account Holding Institute as the account holding institute and VP Securities will be governed by the provisions of the Danish Rules. A VP Note may only be controlled by an account holding institute acting in such capacity on behalf of Noteholders for the time being registered with such account holding institute.

(v) Settlement of sale and purchase transactions in respect of the VP Notes in VP Securities will take place in accordance with market practice at the time of the transaction. Transfers of interests in the relevant VP Notes will take place in accordance with the Danish Rules. No such transfer may take place during the five Copenhagen Business

A11115948/0.3/21 Aug 2009 31

Days immediately preceding the Maturity Date or on the Maturity Date.

(vi) The person evidenced (including any nominee) as a holder of the VP Notes shall be treated as the holder of such VP Notes for the purposes of payment of principal or interest on such VP Notes. The expressions “Noteholders” and “holder of Notes” and related expressions shall, in each case, be construed accordingly.

(vii) Payments in respect of the VP Notes willbe effected in the Specified Currency in accordance with the Danish Rules and paragraphs (a) to (d) of Condition 4 shall not apply. Payments of principal and/or interest in respect of the VP Notes shall be available to the Noteholders as appearing registered in the register kept by VP Securities as such on the due date for such payment in accordance with the Danish Rules if such day is a Copenhagen Business Day, or if such due date is not a Copenhagen Business Day, on such day as follows from the Danish Rules. Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date not being a Copenhagen Business Day,

(viii) The Noteholders accept and consent to the Issuer being entitled to obtain from VP Securities extracts from the book entry registers of VP Securities relating to the VP Notes.

(ix) In the case of a meeting of Noteholders, the Issuer may prescribe such further provisions in relation to the holding of meetings as it may determine to be appropriate in order to take account of the Danish Rules.

(x) The proviso to paragraph 2 of Condition 21 and paragraphs 3 and 4 of Condition 21 shall not apply.

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(xi) Notices: Notices to Noteholders shall be sent in accordance with the applicable procedures of VP Securities and the Danish Rules.

DISTRIBUTION

53 (i) If syndicated, names of Managers : Not Applicable

(ii) Date of purchase agreement: Not Applicable

(iii) Stabilising Manager(s) (if any): Not Applicable

54 If non-syndicated, name of Dealer: The Royal Bank of Scotland plc

55

Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:

TEFRA rules not applicable unless the Notes are in bearer form in which case either TEFRA C or TEFRA D rules will apply, as specified in the relevant Final Terms.

56 Additional selling restrictions: Not Applicable

A11115948/0.3/21 Aug 2009 33

SCHEDULE 1

Final Redemption Amount

The Final Redemption Amount will be determined as specified in the relevant Final Terms and may be a function of the percentage change, whether positive or negative, or the absolute change (in either case, the Underlying Performance) from (i) (a) the initial Level (or a function of the initial Level) of an Underlying (which may be the Level (or a function of the Level) on the Strike Date or such other date(s) specified in the relevant Final Terms) or (b) where Strike Averaging is specified as applicable in the relevant Final Terms, the arithmetic average of the Levels of an Underlying on the Strike Averaging Dates, as specified in the relevant Final Terms, (the level referred to in (i) (a) or (b) (as the case maybe) being, the Initial Reference Level) to (ii) (a) the final Level (or a function of the final Level) of that Underlying on the date(s) specified in the relevant Final Terms or (b) where Final Averaging is specified as applicable in the relevant Final Terms, the arithmetic average of the Level of an Underlying on the Final Averaging Date, as specified in the relevant Final Terms (the level referred to in (ii) (a) or (b) (as the case maybe) being, the Final Reference Level). A Level (or a function of the Level) may be determined by reference to a single date or as the average, highest or lowest value in respect of a number of dates. In the circumstances specified in the relevant Final Terms, the Final Redemption Amount may be zero or determined as a function of the prevailing market price of an Underlying.

Where the Notes relate to more than one Underlying, the Final Redemption Amount will be calculated using the weighted average of the Underlying Performances (the Basket Performance) of the Underlyings or by reference to the final Level of all or one or more of the Underlyings. The weightings of the Underlyings (where there is more than one) may be unequal and will be specified in the relevant Final Terms.

The Final Redemption Amount, Underlying Performance or Basket Performances may be subject to a cap and/or floor or may be a fixed amount. The Final Redemption Amount may also depend on (i) the performance of one or more Underlyings multiplied by a participation or leverage percentage, and/or (ii) the performance of one or more Underlyings relative to one or more other Underlyings. The Final Redemption Amount and the timing of the payment of the Final Redemption Amount (which, for the avoidance of doubt, includes payment on an early redemption of the Notes, for reasons other than illegality or taxation) may vary depending on whether the Level of one or more Underlyings is, on one or more dates at, above, below or between one or more Barrier Levels. The Final Redemption Amount may be calculated as a multiple of a formula based on the number of such occurrences as specified in the relevant Final Terms.

Note linked to an Underlying may be issued at a discount to the prevailing Level of the Underlying, subject to a cap.

Any Final Redemption Amount may depend on the prevailing exchange rate.

The Notes may or may not be partially or wholly principal protected and any such principal protection will be specified in the relevant Final Terms. The Final Redemption Amount may also reflect, in addition to the principal amount, a protected return based upon the performance of one or more Underlyings, if so specified in the relevant Final Terms

For the avoidance of doubt, any or all of the above may apply in respect of one or more Notes which are linked to the performance of one or more Underlying(s) and elements of each of them may be combined.

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Barrier Level means the level(s) so specified in the relevant Final Terms.

Final Averaging Date means each date specified as such (if any) in the applicable Final Terms.

Level means, (i) in respect of an index Underlying, the Reference Price (as defined in Condition 7(c)), (ii) in respect of an equity Underlying, the Reference Price (as defined in Condition 8(e)), (iii) in respect of a commodity Underlying, the Commodity Reference Price (as defined in Condition 12(c) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be, and (iv) in respect of any other Underlying, the level, price, rate or similar indicator used to determine the value of the relevant Underlying at the Valuation Time (if any) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be.



Underlying means the Underlying (or, if more than one, each Underlying) specified in the relevant Final Terms (if any).

Valuation Date means the date (or, if more than one, each date) specified as such in the applicable Final Terms (if any).


A11115948/0.3/21 Aug 2009 35

SCHEDULE 2

Description of Proprietary Indices/Strategies

The Risk Stabilised Aquantum Pegasus Strategy (Quampo™ SEK) (the “Strategy”)

The Strategy is calculated and maintained by Future Value Consultants Limited (“FVC” or the “Calculation Agent” as the context requires) based on a methodology developed by The Royal Bank of Scotland plc (the “Strategy Sponsor”) (which, for the avoidance of doubt, does not form part of this Strategy description).

The Strategy aims to track a notional strategy that applies a risk-stabilisation and currency conversion overlay to the Aquantum Pegasus Excess Return Index (USD) (which is a published index sponsored by Aquantum Algorithmic Limited (the “Underlying”)) and includes the deduction of any costs incurred by the Strategy Sponsor, management fees and performance fees.

The currency conversion overlay involves the application of the QuampoTM technology. QuampoTM is a dynamic technology created by the Strategy Sponsor for dealing with currency risk exposures. QuampoTM implements an algorithm that converts the Underlying’s original currency to another desired currency. As a result of applying this technology, only the change in value of an underlying asset is exposed to currency risk, instead of the full notional value as would be the case otherwise. In this Strategy, the technology allows the Strategy Sponsor to create a Strategy denominated in Swedish kronor from the Underlying which is denominated in U.S. dollars.

The purpose of the risk-stabilization overlay is to dynamically adjust exposure to the Underlying after the deduction of costs and fees and application of the currency conversion overlay (the “Currency Converted Final Underlying”) based on the Effective Realised Volatility of the Currency Converted Final Underlying.

The “Effective Realised Volatility” is calculated as the maximum Realised Volatility over 5 consecutive strategy calculation dates which are used as reference observation dates (each, an “Observation Date”). The “Realised Volatility” herein is specifically a measure of how much the daily returns of the Currency Converted Final Underlying have fluctuated around their average in the past over a defined time period. The time period is taken to be twenty (20) days and the average is calculated as the arithmetic mean.

Exposure to the Currency Converted Final Underlying is reduced if the Effective Realised Volatility of the Currency Converted Final Underlying increases to certain levels. Conversely, exposure to the Currency Converted Final Underlying is increased if the Effective Realised Volatility of the Currency Converted Final Underlying decreases to certain levels. The dynamic participation provides for the Strategy to have exposure to the Currency Converted Final Underlying within a range from a minimum of 0% to a maximum of 145.00%.

The dynamically adjusted exposure (the “Dynamic Participation”) is thus determined according to the range that the Effective Realised Volatility falls within. The ranges of the Effective Realised Volatility and the corresponding dynamic participation values are described in the methodology for the Strategy.

The final Strategy level is calculated daily by increasing or decreasing the exposure to the Underlying by applying the dynamic participation, irrespective of whether the performance of the Underlying is negative or positive. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code RBSAQPK1.

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A copy of the Strategy rules relating to the Strategy will be available upon request from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Strategy rules is subject to the detailed provisions of the Strategy rules. In order to obtain the Strategy rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.

Investors should note that the Strategy rules are subject to change from time to time. In certain circumstances, the Strategy Sponsor can change the method of calculating the Strategy, or may discontinue or suspend calculation or dissemination of the Strategy which could affect the return or principal amount paid on the Notes.

Strategy Sponsor: The Royal Bank of Scotland plc

Disclaimer:

Although the Strategy Sponsor will obtain information for inclusion in or for use in the calculation of the Strategy from sources which the Strategy Sponsor considers reliable, the Strategy Sponsor will not independently verify such information and does not guarantee the accuracy and/or the completeness of the Strategy or any data included therein. The Strategy Sponsor is under no obligation to advise any person of any error in the Strategy.

The Strategy Sponsor makes no express or implied representations or warranties concerning (i) whether or not the Strategy may achieve any particular level or meet or correlate with any particular objective or (ii) the fitness for any purpose of the Strategy or this description.

The Strategy Sponsor accepts no legal liability to any person in connection with (i) this description and (ii) its publication and dissemination of the Strategy.

Nothing in this description will:

(i) exclude or restrict any obligation the Strategy Sponsor may have to any recipient of this description, nor any liability the Strategy Sponsor may incur to any such recipient, under the Financial Services and Markets Act 2000, or the regulatory regime thereunder; or

(ii) exclude or restrict, to an extent prohibited by law, any duty or liability the Strategy Sponsor may have to any recipient of this description.

Neither the Issuer nor Aquantum Algorithmic Limited is responsible for the level of performance of the Strategy. The Strategy represents a notional strategy investment and no actual investment in the Strategy components is made. There can be no assurance that the Strategy will attain the Note’ objective. Aquantum Algorithmic Limited’s role is limited to the calculation and publication of the Strategy.

Aquantum Algorithmic Limited is a company which was established only recently and neither Aquantum Aquantum Algorithmic Limited nor any individuals engaged with the management of the Index on behalf of Aquantum Algorithmic Limited have a track record in this area of practice. Consequently, the investors in Notes linked to the Index need to evaluate Aquantum Algorithmic Limited’s management ability to achieve a positive performance of the Index very carefully. Investors in a Note linked to the Index should be aware that The Royal Bank of Scotland plc has not investigated Aquantum Algorithmic Limited’s management ability and acts only in its capacity as the issuer of securities linked to the Index. The Royal Bank of Scotland plc does not accept any responsibility for the performance of the Index.

A11115948/0.3/21 Aug 2009 37

European Dynamic Analyst Index (the “Index”)

The Index is calculated and maintained by Future Value Consultants Limited, based on a methodology (the “Index Rules”) (which, for the avoidance of doubt, do not form part of this Index description) developed by The Royal Bank of Scotland plc and aims to track the performance of a rule-based long-short investment strategy (the “Strategy”) linked to the 50 largest securities in the Eurozone.

In the context of the Strategy, an economic interest in the positive performance of a basket of securities is acquired (the “Long Basket”). At the same time an economic interest in the negative performance of another basket of securities is acquired (the “Short Basket”).

On each quarterly selection date, the Strategy records a consensus estimated price target, as published by the Institutional Brokers’ Estimate System (the “Price Target Estimate”) for each security in the Dow Jones Euro Stoxx 50 Index (the “Underlying Reference Index”).

The 10 securities in the Underlying Reference Index that, on the relevant quarterly selection date, have the highest percentage difference between their price and the Price Target Estimate will form the Long Basket for the three month period starting on the next date the Long and Short Baskets are determined (the “Index Rebalance Date”).

The 10 securities in the Underlying Reference Index that, on the relevant quarterly selection date, have the lowest percentage difference between their price and the Price Target Estimate will form the Short Basket for the three month period starting on the next Index Rebalance Date.

The Index performance at any time during the three-month period from one Index Rebalance Date to the next Index Rebalance Date is the difference between the performance of the Long Basket and the Short Basket on the date on which the Index performance is measured.

Additionally, the exposure to the Long Basket and Short Basket is dynamic in response to the realised volatility of the Index compared to a target level of volatility. The dynamic response mechanism aims to keep the realised volatility of the Index close to a target level. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code ABFVEDEU (EUR).

A copy of the Index Rules relating to the Index will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index Rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.

Investors should note that the Index Rules are subject to change from time to time. In certain circumstances, the Index Sponsor can change the method of calculating the Index, or may discontinue or suspend calculation or dissemination of the Index which could affect the return or principal amount paid on the Notes.

Index Sponsor: The Royal Bank of Scotland plc

Disclaimer:

Although the Index Sponsor will obtain information for inclusion in or for use in the calculation of the Index from sources which the Index Sponsor considers reliable, the Index Sponsor will not independently verify such information and does not guarantee the accuracy and/or the

A11115948/0.3/21 Aug 2009 38

completeness of the Index or any data included therein. The Index Sponsor is under no obligation to advise any person of any error in the Index.

The Index Sponsor makes no express or implied representations or warranties concerning (i) whether or not the Index may achieve any particular level or meet or correlate with any particular objective or (ii) the fitness for any purpose of the Index or this description.

The Index Sponsor accepts no legal liability to any person in connection with (i) this description and (ii) its publication and dissemination of the Index.


(i) exclude or restrict any obligation the Index Sponsor may have to any recipient of this description, nor any liability the Index Sponsor may incur to any such recipient, under the Financial Services and Markets Act 2000, or the regulatory regime thereunder; or

(ii) exclude or restrict, to an extent prohibited by law, any duty or liability the Index Sponsor may have to any recipient of this description.

The Royal Bank of Scotland plc owns intellectual property rights in the Index. Any use of any such intellectual property rights must be with the consent of The Royal Bank of Scotland plc.

A11115948/0.3/21 Aug 2009 39

Beta Centurion Europe Index (the “Index”)

The Index is calculated and maintained by Standard & Poor’s, a division of The McGraw-Hill Companies Inc. based on a methodology (the “Index Rules”) (which, for the avoidance of doubt, do not form part of this Index description) developed by The Royal Bank of Scotland plc and aims to track the performance of the rule-based trading strategy (the “Strategy”) Beta Centurion.

The Index is calculated at the close of business on each Index Calculation Date. The Index Calculation Agent determines that if the closing level of the SPEURO is greater than or equal to its 52-week moving average, the Strategy will invest in the Long Basket for an investment period, the duration of which is 1 week (the “Investment Period”). Otherwise, the Strategy will invest in the Short Basket for the following Investment Period.

For each Investment Period, a “Long Basket” will consist of those 20 securities which have experienced the weakest performance over the immediately preceding Investment Period (the “Long Basket”) and a “Short Basket” will consist of those 20 securities which have experienced the strongest performance over the preceding Investment Period (the “Short Basket”).

The performance of the Strategy will be reflected by a base index calculated in accordance with the provisions set out in the Index Rules (the “Base Index”). The performance of the Long Basket for an Investment Period will be determined by reference to the performance of the securities in the Long Basket for that Investment Period minus the performance of an investment in the 1-week STIBOR rate for such Investment Period. The performance of the Short Basket for an Investment Period will be determined by reference to the performance of the securities in the Short Basket for that Investment Period plus the performance of an investment in the 1-week STIBOR rate for such Investment Period. In either case, the relevant securities for each Investment Period must be taken from a list of eligible securities (the “Component Securities”) as determined by the Index Calculation Agent in accordance with the eligibility criteria, as set out in the Index Rules.

In addition, the Strategy includes a dynamic participation mechanism. On any Index Calculation Date, the exposure of the Base Index to the Strategy will be adjusted to reflect the 20-day realised volatility of the Base Index. A higher realised volatility of the Base Index will result in a reduction in the level of exposure to the Strategy and a lower realised volatility of the Base Index will result in an increase in the level of exposure to the Strategy. The dynamic participation mechanism aims to keep the realised volatility of the Index close to a target level. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code BETCE.

A copy of the Index Rules relating to the Index will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index Rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.



Disclaimer:

A11115948/0.3/21 Aug 2009 40

Although the Index Sponsor will obtain information for inclusion in or for use in the calculation of the Index from sources which the Index Sponsor considers reliable, the Index Sponsor will not independently verify such information and does not guarantee the accuracy and/or the completeness of the Index or any data included therein. The Index Sponsor is under no obligation to advise any person of any error in the Index.







References to the SPEURO are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the SPEURO. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the SPEURO.

Where:

“Index Calculation Agent” means the person responsible for calculating the Index, as described in the Index Rules, and as amended, replaced or substituted, from time to time;

“Index Calculation Date” means each day (other than a Saturday or Sunday) (i) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and (b) that is a TARGET Settlement Day (as defined in the 2006 ISDA Definitions); and

“SPEURO” means the S&P Europe 350 index.

The following disclaimer shall apply if so specified in the relevant Final Terms in relation to any Notes linked to the Index:

The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third party licensors make any representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the Beta Centurion Europe Index to track general stock market performance. S&P's and its third party licensor’s only relationship to The Royal Bank of Scotland plc is the licensing of certain trademarks, service marks and trade names of S&P and/or its third party licensors and for the providing of calculation and maintenance services related to the Beta Centurion Europe Index. Neither S&P nor its third party licensors is responsible for and has not

A11115948/0.3/21 Aug 2009 41

participated in the determination of the prices and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Notes.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE CUSTOM INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE CUSTOM INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

Standard & Poor’s® and S&P® are registered trademarks of The McGraw-Hill Companies, Inc. “Calculated by S&P Custom Indices” and its related stylized mark are service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by The Royal Bank of Scotland plc.

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Global Alternative Energy Index (the “Index”)

The Index is calculated and maintained by Standard & Poor’s, a division of The McGraw-Hill Companies Inc. based on a methodology (the “Index Rules”) (which, for the avoidance of doubt, do not form part of this Index description) developed by The Royal Bank of Scotland plc.

The Index is designed to provide equal exposure to the thirty largest publicly listed companies in the global alternative energy business from the major developed markets and those from emerging markets with developed market listings. It uses a dynamic leveraging factor to automatically reduce exposure during times of market stress and increase exposure during calmer times. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code GAENE.

A copy of the Index Rules relating to the Index will be available for review from the beginning of the relevant Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index Rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.



Disclaimer:








A11115948/0.3/21 Aug 2009 43

The following disclaimer shall apply if so specified in the applicable Final Terms in relation to any Notes linked to the Index:

The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third party licensors make any representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the Beta Centurion Europe Index to track general stock market performance. S&P's and its third party licensor’s only relationship to The Royal Bank of Scotland plc is the licensing of certain trademarks, service marks and trade names of S&P and/or its third party licensors and for the providing of calculation and maintenance services related to the Beta Centurion Europe Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Notes.



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Enhanced Green Index (the “Index”)


The Index is an equal-weighted index of the world's leading alternative energy companies. It is volatility-enhanced on a daily basis to stabilise the performance of the Index. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EGIDX.

A copy of the Index Rules relating to the Index will be available for review from the beginning of the relevant Offer Period (if any) to the Maturity upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index Rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.



Disclaimer:









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A11115948/0.3/21 Aug 2009 46

Emerging Markets Infrastructure Strategy Index (the “Index”)


The Index is a market-cap weighted index of the thirty largest companies, which are incorporated in emerging markets and which are active in the infrastructure industry. The weight of each constituent of the Index is capped at 10 per cent. each time the Index is re-balanced, to prevent any one constituent having too large an influence on the Index performance. The Index is volatility-enhanced on a daily basis to stabilise the performance of the Index. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EMIS.

A copy of the Index Rules relating to the Index will be available for review from the beginning of the relevant Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index Rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.



Disclaimer:








A11115948/0.3/21 Aug 2009 47





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The Risk Stabilised BRIC 11 Strategy (the “Strategy”)

The Strategy is calculated and maintained by Future Value Consultants Limited (“FVC” or the “Strategy Calculation Agent” as the context requires) based on a methodology developed by The Royal Bank of Scotland plc (the “Strategy Sponsor”).

The Strategy synthetically invests in the ABN AMRO BRIC 11 Excess Return Asset (the “Underlying Asset”) using a dynamic participation mechanism, which is calculated daily by FVC and published on Bloomberg (ticker: RISTBR11<Index>). Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RISTBR11.

The Underlying Asset represents exposure to an excess return investment in the ABN AMRO BRIC 11 Excess Return Basket (Bloomberg Code: ABNZBRXI) which is designed to track the performance of 11 Open Ended Certificates. Each Open Ended Certificate is linked to the performance of an emerging equities market. The Underlying Asset is deemed an “excess return” investment because it represents the performance of the Open Ended Certificates over the risk-free rate.

The final level of the Strategy is calculated daily by FVC using a dynamic participation mechanism. The purpose of the dynamic participation is to dynamically adjust exposure to the Underlying Asset based on the realised volatility of the Strategy.

Exposure to the Underlying Asset is reduced if the realised volatility of the Underlying Asset increases to certain levels. Conversely, exposure to the Underlying Asset is increased if the realised volatility of the Underlying Asset decreases to certain levels.

Exposure to the Strategy is reduced if the Realised Volatility of the Strategy increases to certain levels. Conversely, exposure to the Strategy is increased if the Realised Volatility decreases to certain levels. The dynamic participation provides for the Strategy to have exposure to the Underlying Asset within a range from a minimum of 0% to a maximum of 150.00%.

The dynamic participation is a function of the effective realised volatility, which is calculated as the maximum realised volatility level for the Underlying Asset observed over 5 consecutive strategy calculation dates which are used as reference observation dates (each, an “Observation Date”). On each Observation Date, the realised volatility of the Underlying Asset is observed over the previous 20 most recent daily closing levels of the Underlying Asset up to and including the relevant Observation Date.

The dynamic participation is thus determined according to the range that the effective realised volatility falls within. The ranges of effective realised volatility and the corresponding dynamic participation values are described in the methodology for the Strategy.

The final Strategy level is calculated daily by increasing or decreasing the exposure to the Underlying Asset by applying the dynamic participation, irrespective of whether the performance of the Underlying Asset is negative or positive.

A copy of the Strategy rules relating to the Strategy (which, for the avoidance of doubt, do not form part of this Strategy description) will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Strategy Rules is subject to the detailed provisions of the Strategy Rules. In order to obtain the Strategy rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.

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Disclaimer:







The Royal Bank of Scotland plc owns intellectual property rights in the Strategy. Any use of any such intellectual property rights must be with the consent of The Royal Bank of Scotland plc.

References to the ABN AMRO BRIC 11 Excess Return Basket are included only to describe the components upon which the Strategy is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the ABN AMRO BRIC 11 Excess Return Basket. The Strategy is not in any way sponsored, endorsed or promoted by the sponsor of the ABN AMRO BRIC 11 Excess Return Basket.

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The Symbiosis Base Strategy Index (the “Index”)

The Index is calculated and maintained by Future Value Consultants Limited (“FVC” or the “Index Calculation Agent” as the context requires) based on a methodology developed by The Royal Bank of Scotland plc (the “Index Sponsor”).

The Index aims to track a dynamic long-short multi-asset strategy (the “Strategy”) developed by Index Sponsor. The Strategy sets specific weights and exposures to the Assets (as defined below) depending on the technical indicator for each Asset developed by the Index Sponsor (the “Indicator”). The Indicator measures each Asset’s risk-adjusted momentum based on the Asset’s closing prices over the previous 121 Index Calculation Dates (the “Observation Period”).

The Strategy ranks the Indicators against one another from greatest to least. Each Asset is then given a specific weight depending on its Indicator’s rank with respect to the other Asset Indicators. The Asset with the greatest Indicator is assigned a weight of 50%, the second greatest is assigned a weight of 35%, the third greatest is assigned a weight of 10% and finally the lowest is assigned a weight of 5%.

The exposure of the Strategy to each Asset is set depending whether the Indicator is positive or negative. If the Indicator is positive, it signifies that the Asset is in a positive trend and the Strategy’s exposure to the Asset will be long. If the Indicator is negative it signifies that the Asset is in a negative trend and the Strategy’s exposure to the Asset will be short.

The Strategy invests in the following Assets: the CYD Market Neutral Plus 5 Excess Return Index, the Excess Return ABNZMCSY Asset, the RICIR Enhanced SM Index ER, and the World Excess Return Asset (each an “Asset” and together the “Assets”). The Assets represent exposure to the following markets and financial areas: a market neutral strategy (in respect of the CYD Market Neutral Plus 5 Excess Return Index), FX (in respect of the Excess Return ABNZMCSY Asset), the commodity markets (in respect of the RICIR Enhanced SM Index ER) and the world equity market (in respect of the World Excess Return Asset).

The selection of the weights and the exposures of each Asset is determined at the end of each month on the selection date and maintained until the next selection date. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXRESBS.

A copy of the Index rules relating to the Index (which, for the avoidance of doubt, do not form part of this Index description) will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Index Rules is subject to the detailed provisions of the Index Rules. In order to obtain the Index rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.

Investors should note that the Index rules are subject to change from time to time. In certain circumstances, the Index Sponsor can change the method of calculating the Index, or may discontinue or suspend calculation or dissemination of the Index which could affect the return or principal amount paid on the Notes.

Risk Factor

The Index has either “long” or “short” exposure to each Asset. Each month, directional risk is dependent on the exposure to each Asset set by its Indicator. If the Indicator of an Asset is positive at the start of a certain month due to the historical performance of that Asset, (i.e. the relevant

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Indicator deems the Asset is in a positive trend), the exposure of the Index to that Asset is long for that month. If the Asset depreciates in value during that month, the Index will also depreciate in value. If the Indicator of an Asset is negative at the start of a certain month due to the historical performance of that Asset (i.e. the Indicator deems the Asset is in a negative trend), the exposure of the Index to that Asset is short for that month. If the Asset appreciates in value during that month, the Index will depreciate in value.


Disclaimer:








References to the Assets are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsors of the Assets. The Index is not in any way sponsored, endorsed or promoted by the sponsors of the Assets.

The Symbiosis 3 Strategy (QuampoTM SEK) is not sponsored, endorsed, sold or promoted by Beeland Interests Inc. (“Beeland Interests”) or James Beeland Rogers, Jr. Neither Beeland Interests nor James Beeland Rogers, Jr. makes any representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of this disclosure, or the advisability of investing in securities or commodities generally, or in securities linked to the Symbiosis 3 Strategy (QuampoTM SEK) or in futures particularly.

BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL COMMODITY INDEX (“RICI”), RICI ENHANCED INDEX OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE SYMBIOSIS 3 STRATEGY (QUAMPOTM SEK), OR ANY

A11115948/0.3/21 Aug 2009 52

OTHER PERSON OR ENTITY FROM THE USE OF THE RICI, RICI ENHANCED INDEX, ANY DATA INCLUDED THEREIN. BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RICI, RICI ENHANCED INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

References to the Assets are included only to describe the components upon which the Strategy is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsors of the Assets. The Strategy is not in any way sponsored, endorsed or promoted by the sponsors of the Assets.

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The Risk Stabilised Sweden Top 30 Strategy Index (the “Index”)


The Index synthetically invests in the Excess Return Sweden Top 30 Index (the “Underlying Index”) using a dynamic participation mechanism, which is calculated daily by FVC.

The Underlying Index aims to track a dynamic strategy linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are OMXS30 futures contracts, traded on SSE – Stockholm Stock Exchange and denominated in SEK (the “Futures Contracts”). The aim of the Underlying Index is to reflect the excess return performance of the Rolling Future.

The purpose of the dynamic participation is to dynamically adjust exposure to the Underlying Index based on the Realised Volatility of the Index.

“Realised Volatility” herein is specifically a measure of how much the daily returns of the Underlying Index have fluctuated around their average in the past over a defined time period. The time period is taken to be twenty (20) days and the average is assumed to be zero.

Exposure to the Index is reduced if the Realised Volatility of the Index increases to certain levels. Conversely, exposure to the Index is increased if the Realised Volatility decreases to certain levels. The dynamic participation provides for the Index to have exposure to the Underlying Index within a range from a minimum of 0% to a maximum of 141.50%.

The dynamic participation is a function of the effective Realised Volatility, which is calculated as the maximum Realised Volatility level for the Underlying Index observed over 5 consecutive strategy calculation dates which are used as reference observation dates (each, an “Observation Date”). On each Observation Date, the Realised Volatility of the Underlying Index is observed over the previous 20 most recent daily closing levels of the Underlying Index up to and including the relevant Observation Date.

The dynamic participation is thus determined according to the range that the effective Realised Volatility falls within. The ranges of the effective Realised Volatility and the corresponding dynamic participation values are described in the methodology for the Index.

The final Index level is calculated daily by increasing or decreasing the exposure to the Underlying Index by applying the dynamic participation, irrespective of whether the performance of the Underlying Index is negative or positive. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code RISTST30.



A11115948/0.3/21 Aug 2009 54


Disclaimer:







References to the OMXS30 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the OMXS30. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the OMXS30.

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The Risk Stabilised BRIC 11 Strategy (the “Strategy”)


The Strategy synthetically invests in the ABN AMRO BRIC 11 Excess Return Certificate (Bloomberg Code: ABN ZBRXI) (the “Underlying Index”) using a dynamic participation mechanism, which is calculated daily by FVC.

The ABN AMRO BRIC 11 Excess Return Certificate is designed to track the performance of 11 Open Ended Certificates. Each Open Ended Certificate is linked to the performance of an emerging equities market. The ABN AMRO BRIC 11 Excess Return Certificate is deemed an “excess return” investment because it represents the performance of the Open Ended Certificates over the risk-free rate.

The final level of the Strategy is calculated daily by FVC using a dynamic participation mechanism. The purpose of the dynamic participation is to dynamically adjust exposure to the Underlying Index based on the realised volatility of the Strategy.


Exposure to the Strategy is reduced if the Realised Volatility of the Strategy increases to certain levels. Conversely, exposure to the Strategy is increased if the Realised Volatility decreases to certain levels. The dynamic participation provides for the Strategy to have exposure to the Underlying Index within a range from a minimum of 0% to a maximum of 150.00%.

The dynamic participation is a function of the effective Realised Volatility, which is calculated as the maximum Realised Volatility level for the Underlying Index observed over 5 consecutive strategy calculation dates which are used as reference observation dates (each, an “Observation Date”). On each Observation Date, the Realised Volatility of the Underlying Index is observed over the previous 20 most recent daily closing levels of the Underlying Index up to and including the relevant Observation Date.

The dynamic participation is thus determined according to the range that the effective Realised Volatility falls within. The ranges of effective Realised Volatility and the corresponding dynamic participation values are described in the methodology for the Strategy.

The final Strategy level is calculated daily by increasing or decreasing the exposure to the Underlying Index by applying the dynamic participation, irrespective of whether the performance of the Underlying Index is negative or positive. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RISTST30.


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Disclaimer:








References to the ABN AMRO BRIC 11 Excess Return Certificate are included only to describe the components upon which the Strategy is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the ABN AMRO BRIC 11 Excess Return Certificate. The Strategy is not in any way sponsored, endorsed or promoted by the sponsor of the ABN AMRO BRIC 11 Excess Return Certificate

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The Excess Return Europe Top 50 Index (the “Index”)


The Index aims to track a dynamic strategy (the “Strategy”) linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are DJ Euro STOXX 50 futures contracts, traded on EUREX and denominated in EUR (the “Futures Contracts”).

The aim of the Strategy is to reflect the excess return performance of the Rolling Future as adjusted by the EUR/USD forward exchange rate (the “Forward Exchange Rate”).

On the Index base date, there will be one Futures Contract in the Rolling Future.

Following the Index base date, the actual number of Futures Contracts which comprise a Rolling Future (the “Current Futures”) shall be re-balanced by the Index Sponsor acting on advice from the Index Calculation Agent. The re-balancing will be effected on the Futures Contract roll date, which will occur two trading days prior to the expiration date of the Current Futures. The re-balancing is intended to reflect a notional divestment of Current Futures and a simultaneous investment in new Futures Contracts (and/or fractions thereof) which are those Futures Contracts with the next scheduled expiry following the Current Futures.

The number of Futures Contracts to be included in the Rolling Future will be determined on the Futures Contract roll date by application of pre-determined rules. There is a possibility that the number of Futures Contracts to be included in the Rolling Future will remain the same after the re-balancing. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXREEUTP.


Investors should note that the Index rules are subject to change from time to time. In certain circumstances, the Index Sponsor can change the method of calculating the Index, or may discontinue or suspend calculation or dissemination of the Index which could affect the return or principal amount paid on the Notes


Disclaimer:



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References to the DJ Euro STOXX 50 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the DJ Euro STOXX 50. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the DJ Euro STOXX 50.

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The Excess Return UK Top 100 Index (the “Index”)


The Index aims to track a dynamic strategy (the “Strategy”) linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are FTSE 100 futures contracts, traded on LIF - LIFFE and denominated in GBP (the “Futures Contracts”).

The aim of the Strategy is to reflect the excess return performance of the Rolling Future as adjusted by the GBP/USD forward exchange rate (the “Forward Exchange Rate”).


Following the Index base date, the actual number of Futures Contracts which comprise a Rolling Future (“Current Futures”) shall be re-balanced by the Index Sponsor acting on advice from the Index Calculation Agent. The re-balancing will be effected on the Futures Contract roll date, which will occur two trading days prior to the expiration date of the Current Futures. The re-balancing is intended to reflect a notional divestment of Current Futures and a simultaneous investment in new Futures Contracts (and/or fractions thereof) which are those Futures Contracts with the next scheduled expiry following the Current Futures.

The number of Futures Contracts to be included in the Rolling Future will be determined on the Futures Contract roll date by application of pre-determined rules. There is a possibility that the number of Futures Contracts to be included in the Rolling Future will remain the same after the re-balancing. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXREUKTP.




Disclaimer:



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References to the FTSE 100 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the FTSE 100. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the FTSE 100.

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The Excess Return Japan Top 225 Index (the “Index”)


The Index aims to track a dynamic strategy (the “Strategy”) linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are YEN Denominated NIKKEI 225 futures contracts, traded on CME – Chicago Mercantile Exchange and denominated in JPY (the “Futures Contracts”).

The aim of the Strategy is to reflect the excess return performance of the Rolling Future as adjusted by the JPY/USD forward exchange rate (the “Forward Exchange Rate”).



The number of Futures Contracts to be included in the Rolling Future will be determined on the Futures Contract roll date by application of pre-determined rules. There is a possibility that the number of Futures Contracts to be included in the Rolling Future will remain the same after the re-balancing. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXREJPTP.

A copy of the Index rules relating to the Index (which, for the avoidance of doubt, do not form part of this Index description) will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. . Investors should note that this description of the Index rules is subject to the detailed provisions of the Index rules. In order to obtain the Index rules, an investor may need to give certain non-disclosure representations to the Index Sponsor.



Disclaimer:


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References to the NIKKEI 225 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the NIKKEI 225. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the NIKKEI 225.

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The Excess Return US Top 500 Index (the “Index”)


The Index aims to track a dynamic strategy (the “Strategy”) linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are S&P 500 futures contracts, traded on CME - Chicago Mercantile Exchange and denominated in USD (the “Futures Contracts”).

The aim of the Strategy is to reflect the excess return performance of the Rolling Future.


Following the Index base date, the actual number of Futures Contracts which comprise a Rolling Future (the “Current Futures”) shall be re-balanced by the Index Sponsor acting on advice from the Index Calculation Agent. The re-balancing will be effected on the Futures Contract roll date, which will occur two Trading Days prior to the expiration date of the Current Futures. The re-balancing is intended to reflect a notional divestment of Current Futures and a simultaneous investment in new Futures Contracts (and/or fractions thereof) which are those Futures Contracts with the next scheduled expiry following the Current Futures.

The number of Futures Contracts to be included in the Rolling Future will be determined on the Futures Contract roll date by application of pre-determined rules. There is a possibility that the number of Futures Contracts to be included in the Rolling Future will remain the same after the re-balancing. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXREUSTP.




Disclaimer:



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References to the S&P 500 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the S&P 500. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the S&P 500.

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The Excess Return Sweden Top 30 Index (the “Index”)


The Index aims to track a dynamic strategy (the “Strategy”) linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are OMXS30 futures contracts, traded on SSE – Stockholm Stock Exchange and denominated in SEK (the “Futures Contracts”).

The aim of the Strategy is to reflect the excess return performance of the Rolling Future.



The number of Futures Contracts to be included in the Rolling Future will be determined on the Futures Contract roll date by application of pre-determined rules. There is a possibility that the number of Futures Contracts to be included in the Rolling Future will remain the same after the re-balancing. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXRESKTP.




Disclaimer:



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References to the OMXS30 are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsor of the OMXS30. The Index is not in any way sponsored, endorsed or promoted by the sponsor of the OMXS30.

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The Risk Stabilised Symbiosis Enhanced Strategy (2) (the “Strategy”)


The Strategy synthetically invests in the Symbiosis Base Strategy Index (2) (the “Underlying Index”) using a dynamic participation mechanism calculated daily by the Strategy Calculation Agent. The Underlying Index is a strategy linked to the performance of a basket of assets that together provide a rule-based weighted exposure to different financial markets including commodities, FX and equities.

The purpose of the dynamic participation is to dynamically adjust exposure to the Underlying Index based on the Realised Volatility of the Underlying Index.


Exposure to the Underlying Index is reduced if the Realised Volatility of the Underlying Index increases to certain levels. Conversely, exposure to the Underlying Index is increased if the Realised Volatility of the Underlying Index decreases to certain levels.

The dynamic participation provides for the Strategy to have exposure to the Underlying Index within a range from a minimum of 0% to a maximum of 183.33%. The dynamic participation is a function of the effective Realised Volatility. To determine the effective Realised Volatility in respect of a specific strategy calculation date, the maximum Realised Volatility level is measured by observing the Realised Volatility on that specific strategy calculation date and the previous 4 strategy calculation dates (each an Observation Date). The Realised Volatility attributable to an Observation Date is determined by using the 21 historical closing levels of the Underlying Index up to and including the closing level observed two strategy calculation dates immediately preceding such Observation Date, as displayed on Bloomberg page EXRESBS2 Index.

The dynamic participation is thus determined according to the range that the effective Realised Volatility falls within. The ranges of effective Realised Volatility and the corresponding dynamic participation values are described in the methodology for the Strategy.

The final Strategy level is calculated daily and reflects the increase or decrease in exposure to the Underlying Index by applying the dynamic participation, irrespective of whether the performance of the Underlying Index is negative or positive. Trading costs and synthetic dividends are also reflected in the final Strategy level. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RISTSES2.


Investors should note that the Strategy rules are subject to change from time to time. In certain circumstances, the Strategy Sponsor can change the method of calculating the Strategy, or may

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discontinue or suspend calculation or dissemination of the Strategy which could affect the return or principal amount paid on the Notes.


Disclaimer:








“Jim Rogers”, “James Beeland Rogers, Jr.”, “Rogers”, “Rogers International Commodity Index”, “RICI Enhanced – Excess Return” and “RICI” are trademarks, service marks and/or registered trademarks of Beeland Interests, Inc., which is owned and controlled by James Beeland Rogers, Jr., and are used subject to license. The personal names and likeness of Jim Rogers/James Beeland Rogers, Jr. are owned and licensed by James Beeland Rogers, Jr.

A Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER is not and will not be offered or sold in the United States to or for the account of U.S. persons as defined by U.S. securities laws. Each purchaser of a Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER will be asked to certify that such purchaser is not a U.S. person, is not receiving the Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER in the United States, and is not acquiring Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER for the benefit of a U.S. person.

A Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER is not sponsored, endorsed, sold or promoted by Beeland Interests Inc. (“Beeland Interests”) or James Beeland Rogers, Jr. Neither Beeland Interests nor James Beeland Rogers, Jr. makes any representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of these Final Terms, or the advisability of

A11115948/0.3/21 Aug 2009 69

investing in securities or commodities generally, or in the Note on the Risk Stabilised Symbiosis Enhanced Strategy 2 which is in part based on the RICI® EnhancedSM Index ER or in futures particularly.

BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES OR AGENTS, GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL COMMODITY INDEX (“RICI”), RICI® ENHANCEDSM INDEX ER, OR ANY SUB-INDEX THEREOF, OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE NOTE ON THE RISK STABILISED SYMBIOSIS ENHANCED STRATEGY 2 WHICH IS IN PART BASED ON THE RICI® ENHANCEDSM INDEX ER, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RICI®, RICI® ENHANCEDSM INDEX ER, ANY SUB-INDEX THEREOF, ANY DATA INCLUDED THEREIN OR THE NOTE ON THE RISK STABILISED SYMBIOSIS ENHANCED STRATEGY 2 WHICH IS IN PART BASED ON THE RICI® ENHANCEDSM INDEX ER. BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES OR AGENTS, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RICI®, RICI® ENHANCEDSM INDEX ER, ANY SUB-INDEX THEREOF AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY OF ITS AFFILIATES OR AGENTS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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The Symbiosis Base Strategy Index (2) (the “Index”)


The Index aims to track a dynamic long-short multi-asset strategy (the “Strategy”) developed by Index Sponsor. The Strategy sets specific weights and exposures to the Assets (as defined below) depending on the technical indicator for each Asset developed by the Index Sponsor (the “Indicator”). The Indicator measures each Asset’s risk-adjusted momentum based on the Asset’s closing prices over the previous 121 Index Calculation Dates (the “Observation Period”).

The Strategy ranks the Indicators against one another from greatest to least. Each Asset is then given a specific weight depending on its Indicator’s rank with respect to the other Asset Indicators. The Asset with the greatest Indicator is assigned a weight of 50%, the second greatest is assigned a weight of 35%, the third greatest is assigned a weight of 10% and finally the lowest is assigned a weight of 5%. Where the same Indicator is calculated for one or more Assets, those Assets shall be ranked by two alternative methods. If either of the alternative ranking methods should fail to distinguish between the Assets, then the weights attributable to the Assets shall be added and divided equally across each of the Assets in question.

The exposure of the Strategy to each Asset is set depending whether the Indicator is positive or negative. If the Indicator is positive, it signifies that the Asset is in a positive trend and the Strategy’s exposure to the Asset will be long. If the Indicator is negative it signifies that the Asset is in a negative trend and the Strategy’s exposure to the Asset will be short.

The Strategy invests in the following Assets: the CYD Market Neutral Plus 5 Excess Return Index, the Excess Return ABNZMCSY Asset, the RICIR Enhanced SM Index ER, and the World Excess Return Asset (each an “Asset” and together the “Assets”). The Assets represent exposure to the following markets and financial areas: a market neutral strategy (in respect of the CYD Market Neutral Plus 5 Excess Return Index), FX (in respect of the Excess Return ABNZMCSY Asset), the commodity markets (in respect of the RICIR Enhanced SM Index ER) and the world equity market (in respect of the World Excess Return Asset).

The selection of the weights and the exposures of each Asset is determined at the end of each month on the selection date and maintained until the next selection date. Information about the past and the future performance of the Index and its volatility can be obtained from Bloomberg code EXRESBS2.



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Risk Factor The Index has either “long” or “short” exposure to each Asset. Each month, directional risk is dependent on the exposure to each Asset set by its Indicator. If the Indicator of an Asset is positive at the start of a certain month due to the historical performance of that Asset, (i.e. the relevant Indicator deems the Asset is in a positive trend), the exposure of the Index to that Asset is long for that month. If the Asset depreciates in value during that month, the Index will also depreciate in value. If the Indicator of an Asset is negative at the start of a certain month due to the historical performance of that Asset (i.e. the Indicator deems the Asset is in a negative trend), the exposure of the Index to that Asset is short for that month. If the Asset appreciates in value during that month, the Index will depreciate in value.


Disclaimer:








References to the Assets are included only to describe the components upon which the Index is based and not to indicate any association between The Royal Bank of Scotland plc and the sponsors of the Assets. The Index is not in any way sponsored, endorsed or promoted by the sponsors of the Assets.

“Jim Rogers”, “James Beeland Rogers, Jr.”, “Rogers”, “Rogers International Commodity Index”, “RICI Enhanced – Excess Return” and “RICI” are trademarks, service marks and/or registered trademarks of Beeland Interests, Inc., which is owned and controlled by James Beeland Rogers, Jr., and are used subject to license. The personal names and likeness of Jim Rogers/James Beeland Rogers, Jr. are owned and licensed by James Beeland Rogers, Jr.

A Note on the Symbiosis Base Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER is not and will not be offered or sold in the United States to or for the account of U.S. persons as defined by U.S. securities laws. Each purchaser of a Note on the Symbiosis Base

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Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER will be asked to certify that such purchaser is not a U.S. person, is not receiving the Note on the Symbiosis Base Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER in the United States, and is not acquiring Note on the Symbiosis Base Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER for the benefit of a U.S. person.

A Note on the Symbiosis Base Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER is not sponsored, endorsed, sold or promoted by Beeland Interests Inc. (“Beeland Interests”) or James Beeland Rogers, Jr. Neither Beeland Interests nor James Beeland Rogers, Jr. makes any representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of these Final Terms, or the advisability of investing in securities or commodities generally, or in the Note on the Symbiosis Base Strategy Index (2) which is in part based on the RICI® EnhancedSM Index ER or in futures particularly.

BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES OR AGENTS, GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL COMMODITY INDEX (“RICI”), RICI® ENHANCEDSM INDEX ER, OR ANY SUB-INDEX THEREOF, OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE NOTE ON THE SYMBIOSIS BASE STRATEGY INDEX (2) WHICH IS IN PART BASED ON THE RICI® ENHANCEDSM INDEX ER, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RICI®, RICI® ENHANCEDSM INDEX ER, ANY SUB-INDEX THEREOF, ANY DATA INCLUDED THEREIN OR THE NOTE ON THE SYMBIOSIS BASE STRATEGY INDEX (2) WHICH IS IN PART BASED ON THE RICI® ENHANCEDSM INDEX ER. BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES OR AGENTS, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RICI®, RICI® ENHANCEDSM INDEX ER, ANY SUB-INDEX THEREOF AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY OF ITS AFFILIATES OR AGENTS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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The Commodity Twister Strategy (QuampoTM SEK) (the “Strategy”)


The Strategy’s objective is to track a risk-stabilised, dynamic long-short algorithm which is linked to the RICIR EnhancedSM Index ER (the “ER Asset”). The most current version of the ER Asset Rules is available from the Strategy Sponsor upon request.

The dynamic long-short algorithm means an algorithm that can have either a notionally long or short position in the ER Asset at a particular point in time, but not both simultaneously. If the algorithm has a long position, the level of the Strategy will increase if the ER Asset rises and decrease if the ER Asset falls. If the algorithm has a short position, the level of the Strategy will increase if the ER Asset falls and decrease if the ER Asset rises.

On each monthly trend observation date, the algorithm compares the level of the ER Asset at the valuation time (the “ER Closing Price”) to its average price over the preceding six months (the “Moving Average Six”) to determine market trend.

If the ER Closing Price on such trend observation date is greater than, or equal to, the Moving Average Six, then the market trend is deemed to be positive and the Strategy shall have a positive economic exposure to the ER Asset for the subsequent month. If the ER Closing Price on a trend observation date is lower than the Moving Average Six, then the market trend is deemed to be negative and the Index shall have a negative economic exposure to the ER Asset for the subsequent month.

The Strategy then applies QuampoTM technology and finally an overall dynamic participation mechanism. QuampoTM is a new dynamic technology created by the Strategy Sponsor for dealing with currency risk exposures. QuampoTM implements an algorithm that converts an underlying asset’s original currency to another desired currency. As a result of applying the algorithm only the change in value of an underlying asset is exposed to currency risk instead of the full notional value as would be the case otherwise. For the purposes of the Strategy, the QuampoTM technology changes the currency denomination from U.S. dollars to Swedish kronor of the monthly gains or losses realized by the exposure to the base strategy.

The dynamic participation adjusts on a daily basis in order to stabilise the volatility of the Strategy. The dynamic participation will vary between 0.00% and 200% and shall be dependent on the realised volatility of the currency converted underlying strategy. If the level of the realised volatility increases above a certain level, the dynamic participation in the currency converted underlying strategy will be decreased and if the realised volatility decreases below a certain level, the dynamic participation in the currency converted underlying strategy will be increased. As such, the Strategy aims to realise a target volatility of less than 18% annualised. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSDTTK1.

A copy of the Strategy rules relating to the Strategy (which, for the avoidance of doubt, do not form part of this Strategy description) will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Strategy Rules is subject to the detailed provisions of the Strategy Rules. In order to obtain the

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Strategy rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.



Disclaimer:








The Commodity Twister Strategy (QuampoTM SEK) is not sponsored, endorsed, sold or promoted by Beeland Interests Inc. (“Beeland Interests”) or James Beeland Rogers, Jr. Neither Beeland Interests nor James Beeland Rogers, Jr. makes any representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of this disclosure, or the advisability of investing in securities or commodities generally, or in securities linked to the Commodity Twister Strategy (QuampoTM SEK) or in futures particularly.

BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL COMMODITY INDEX (“RICI”), RICI ENHANCED INDEX OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE COMMODITY TWISTER STRATEGY (QUAMPOTM SEK), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RICI, RICI ENHANCED INDEX, ANY DATA INCLUDED THEREIN. BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY

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DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RICI, RICI ENHANCED INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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The Symbiosis 3 Strategy (QuampoTM SEK) (the “Strategy”)


The Strategy aims to track a dynamic long-short multi-asset strategy developed by the Strategy Sponsor. The Strategy sets specific weights and exposures to the Assets (as defined below) depending on the technical indicator for each Asset (the “Indicator”). The Indicator measures each Asset’s risk-adjusted momentum based on the Asset’s closing values over the previous 121 strategy calculation dates (the “Observation Period”).

The Strategy ranks the Indicators against one another from greatest to least. Each Asset is then given a specific weight depending on its Indicator’s rank with respect to the other Asset Indicators. The Asset with the greatest Indicator is assigned a weight of 50%, the second greatest is assigned a weight of 30%, the third greatest is assigned a weight of 20% and the lowest is assigned a weight of 0%.

The Strategy makes a notional investment in the assets listed below:

• The CYD Market Neutral Plus 5 Excess Return Index;

• The Alpha Centurion European Index (USD);

• The RICIR Enhanced SM Index ER; and

• The World Excess Return Asset,

(each an “Asset”, and together, the “Assets”).

The exposure of the Strategy to the first and second Assets in the list above is set depending whether the Indicator relative to each of those Assets is positive or negative. If the Indicator is positive, the Asset will be deemed to be in a positive trend and the Strategy’s exposure to the Asset will be long. If the Indicator is negative, the Asset will be deemed to not be in a positive trend and the Strategy’s exposure to the Asset will be zero.

The exposure of the Strategy to the third and fourth Assets in the list above is set depending whether the Indicator relative to each of those Assets is positive or negative. If the Indicator is positive, the Asset will be deemed to be in a positive trend and the Strategy’s exposure to the Asset will be long. If the Indicator is negative, the Asset will be deemed to be in a negative trend and the Strategy’s exposure to the Asset will be short.

The Assets represent exposure to the following markets and financial areas: a commodity market neutral strategy (in respect of the CYD Market Neutral Plus 5 Excess Return Index), an equity market neutral strategy (in respect of the Alpha Centurion European Index USD), the commodity markets (in respect of the RICIR Enhanced SM Index ER) and the world equity market (in respect of the World Excess Return Asset).

The selection of the weights and the exposures of each Asset is determined at the end of each month on the selection date.

The Strategy then applies QuampoTM technology and finally an overall dynamic participation mechanism. QuampoTM is a new dynamic technology created by the Strategy Sponsor for dealing with currency risk exposures. QuampoTM implements an algorithm that converts an underlying asset’s original currency to another desired currency. As a result of applying the algorithm only the

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change in value of an underlying asset is exposed to currency risk instead of the full notional value as would be the case otherwise. For the purposes of the Strategy, the QuampoTM technology changes the currency denomination from U.S. dollars to Swedish kronor of the monthly gains or losses realized by the exposure to the base strategy.

The dynamic participation adjusts on a daily basis in order to stabilise the volatility of the Strategy. The dynamic participation will vary between 0.00% and 176.92% and shall be dependent on the realised volatility of the currency converted underlying strategy. If the level of the realised volatility increases above a certain level, the dynamic participation in the currency converted underlying strategy will be decreased and if the realised volatility decreases below a certain level, the dynamic participation in the currency converted underlying strategy will be increased. As such, the Strategy aims to realise a target volatility of less than 12.5% annualised. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSDSYK3.



Risk Factor

The Strategy has either “long” or “short” exposure to each Asset. Each month, directional risk is dependent on the exposure to each Asset set by its Indicator. If the Indicator of an Asset is positive at the start of a certain month due to the historical performance of that Asset, (i.e. the relevant Indicator deems the Asset is in a positive trend), the exposure of the Strategy to that Asset is long for that month. If the Asset depreciates in value during that month, the Strategy will also depreciate in value. If the Indicator of an Asset is negative at the start of a certain month due to the historical performance of that Asset (i.e. the Indicator deems the Asset is in a negative trend), the exposure of the Strategy to that Asset is short for that month. If the Asset appreciates in value during that month, the Strategy will depreciate in value.

The Strategy only allows for “long” exposure to the Alpha Centurion European Index Asset and the CYD Market Neutral Plus Five Index Asset. Therefore, an investor in a product linked to the Strategy will not benefit from any short exposure to the Alpha Centurion European Index Asset and the CYD Market Neutral Plus Five Index Asset if the Indicator for those Assets is negative. If the Indicator for the Alpha Centurion European Index Asset or the CYD Market Neutral Plus Five Index Asset is negative, the Strategy’s exposure to those Assets is zero.

This risk factor shall be deemed to be included in the section of the Prospectus headed “Risk Factors” beginning on page [11 – To be confirmed].


Disclaimer:

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The Symbiosis 3 Strategy (QuampoTM SEK) is not sponsored, endorsed, sold or promoted by Beeland Interests Inc. (“Beeland Interests”) or James Beeland Rogers, Jr. Neither Beeland Interests nor James Beeland Rogers, Jr. makes any representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of this disclosure, or the advisability of investing in securities or commodities generally, or in securities linked to the Symbiosis 3 Strategy (QuampoTM SEK) or in futures particularly.

BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ROGERS INTERNATIONAL COMMODITY INDEX (“RICI”), RICI ENHANCED INDEX OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE SYMBIOSIS 3 STRATEGY (QUAMPOTM SEK), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RICI, RICI ENHANCED INDEX, ANY DATA INCLUDED THEREIN. BEELAND INTERESTS DOES NOT, NOR DOES ANY OF ITS AFFILIATES, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RICI, RICI ENHANCED INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS OR ANY ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.


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The Swedish Twister Strategy (SEK) (the “Strategy”).

The Strategy is calculated by ABN Amro Bank N.V., acting through its London Branch, or its successor (the “Strategy Calculation Agent”) based on a methodology developed by The Royal Bank of Scotland plc (the “Strategy Sponsor”).

The Strategy’s objective is to track a risk-stabilised, dynamic long-short algorithm which is linked to the Excess Return Sweden 30 Strategy (the “ER Asset”).

The dynamic long-short algorithm means an algorithm that can have either a notionally long or short position in the ER Asset at a particular point in time, but not both simultaneously. If the algorithm has a long position, the level of the Strategy will increase if the ER Asset rises and decrease if the ER Asset falls. If the algorithm has a short position, the level of the Strategy will increase if the ER Asset falls and decrease if the ER Asset rises.

On each monthly trend observation date, the algorithm compares the level of the ER Asset at the valuation time (the “ER Closing Price”) to its average price over the preceding nine months (the “Moving Average Nine”) to determine market trend, and the Moving Average Nine to the preceding three months (the “Moving Average Three”) to determine the strength of the market trend.

If the ER Closing Price on such trend observation date is greater than, or equal to, the Moving Average Nine, then the market trend is deemed to be positive and the Strategy shall have a positive economic exposure to the ER Asset for the subsequent month. If the ER Closing Price on a trend observation date is lower than the Moving Average Nine, then the market trend is deemed to be negative and the Index shall have a negative economic exposure to the ER Asset for the subsequent month.

If the market trend is positive and the Moving Average Three is greater than, or equal to, the Moving Average Nine, then the long-exposure of the Strategy to the ER Asset will be 100%. In all other cases (i.e., the Moving Average Three is less than the Moving Average Nine), the long-exposure will be 50%. If the market trend is negative and the Moving Average Three is less than the Moving Average Nine, then the short-exposure of the Strategy to the ER Asset will be 100%. In all other cases (i.e., the Moving Average Three is more than the Moving Average Nine), the short-exposure will be 50%.

The Strategy invests in the algorithm using a dynamic participation that is adjusted on a daily basis in order to stabilise the volatility of the Strategy. The dynamic participation will vary between 0% and 200.00% and shall be dependent on the realised volatility of the ER Asset. If the level of the realised volatility increases above a certain level, the dynamic participation in the ER Asset will be decreased and if the realised volatility decreases below a certain level, the dynamic participation in the ER Asset will be increased. As such, the Strategy aims to realise a target volatility of less than 17% annualised. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSDTOK1.

A copy of the Strategy rules relating to the Strategy (which, for the avoidance of doubt, do not form part of this Strategy description) will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. . Investors should note that this description of the Strategy rules is subject to the detailed provisions of the Strategy rules. In order to obtain the Strategy rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.

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Disclaimer:









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The Excess Return Sweden 30 Strategy (SEK) (the “Strategy”) or (the “ER Asset”)

The ER Asset is calculated by ABN Amro Bank N.V., acting through its London Branch, or its successor (the “Asset Calculation Agent”) based on a methodology developed by The Royal Bank of Scotland plc (the “Asset Sponsor”).

The ER Asset aims to track a dynamic algorithm linked to a rolling investment in front-month futures contracts (the “Rolling Future”) which are (a) NASDAQ OMXS30 Index Futures Contracts; (b) traded on the OMX Nordic Exchange and (c) denominated in SEK (each, a “Futures Contract” together, the “Futures Contracts”).

The expiration date of each Futures Contract (the “Futures Expiration Date”) is indicated on the relevant Bloomberg page for each Futures Contract, and may also be made available through the website of the OMX Nordic Exchange (http://nordic.nasdaqomxtrader.com/trading/) (together, the “Price Source”). Two business days prior to any Futures Expiration Date (the “Futures Roll Date”), the ER Asset will combine two elements: a notional divestment of Futures Contracts due to expire on such Futures Expiration Date and a simultaneous notional investment in Futures Contracts which are due to expire on the next following Futures Expiration Date.

The number of Futures Contracts which comprise the Rolling Future shall be rebalanced on each Futures Roll Date by the Asset Sponsor acting in consultation with the Asset Calculation Agent (a “Rebalancing”). It is possible that the number of Futures Contracts to be included in the Rolling Future will remain the same after any Rebalancing. On any date on which the level of the ER Asset is calculated, the ER Asset is intended to reflect the price return performance of the Rolling Future.

In the event that the Asset Sponsor determines that, due to a disruption event, there will be less than two business days between a Futures Roll Date and a Futures Expiration Date, the Asset Sponsor shall, in its sole and absolute discretion, select an alternative date to be a Futures Roll Date and shall determine the value of the Futures Contracts in its sole and absolute discretion for the purposes of any Rebalancing.

If the Asset Sponsor determines in its sole and absolute discretion that any hedging activity will distort the performance of the ER Asset, the Asset Sponsor shall modify the ER Asset Rules to ensure that the ER Asset continues to meet its investment objective. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSEROK1.




Disclaimer:

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References to the NASDAQ OMX530 are included only to describe the components upon which the Index is based and not to include any association between The Royal Bank of Scotland plc and the sponsor of the NASDAQ OMX530. The Strategy is not in any way sponsored, endorsed or promoted by the sponsor of the NASDAQ OMX530.

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RBS UK Navigator Index (GBP) (the “Index”)

The Index is calculated by ABN AMRO Bank N.V., acting through its London Branch, or its successor (the “Index Calculation Agent”) based on a methodology developed by The Royal Bank of Scotland plc (the “Index Sponsor”).

The Index objective is to track a risk-stabilised, dynamic long-short algorithm which is linked to the Excess Return UK 100 Strategy (the “ER Asset”).

The dynamic long-short algorithm means an algorithm that can have either a notionally long or short position in the ER Asset at a particular point in time, but not both simultaneously. If the algorithm has a long position, the level of the Index will increase if the ER Asset rises in value and decrease if the ER Asset falls in value. If the algorithm has a short position, the level of the Index will increase if the ER Asset falls and decrease if the ER Asset rises.

On each monthly trend observation date, the algorithm compares the level of the ER Asset at the valuation time (“ER Closing Price”) to its monthly average price over the preceding 12 months (“Moving Average Twelve”) to determine market trend, and the Moving Average Twelve to the monthly average price over the preceding 3 months (“Moving Average Three”) to determine the strength of the market trend.

If the ER Closing Price on such trend observation date is greater than, or equal to, the Moving Average Twelve, then the market trend is deemed to be positive and the Index shall have a positive economic exposure to the ER Asset for the subsequent month. If the ER Closing Price on a trend observation date is lower than the Moving Average Twelve, then the market trend is deemed to be negative and the Index shall have a negative economic exposure to the ER Asset for the subsequent month.

If the market trend is positive and the Moving Average Three is greater than, or equal to, the Moving Average Twelve, then the long-exposure of the Index to the ER Asset will be 125%. In all other cases (i.e., the Moving Average Three is less than the Moving Average Twelve), the long-exposure will be 75%. If the market trend is negative and the Moving Average Three is less than the Moving Average Twelve, then the short-exposure of the Index to the ER Asset will be 125%. In all other cases (i.e., the Moving Average Three is more than the Moving Average Twelve), the short-exposure will be 75%.

The Index invests in the algorithm using a dynamic participation that is adjusted on a daily basis in order to stabilise the volatility of the Index. The dynamic participation will vary between 0% and 100% and shall be dependent on the realised volatility of the ER Asset. If the level of the realised volatility increases above a certain level, the dynamic participation in the ER Asset will be decreased and if the realised volatility decreases below a certain level, the dynamic participation in the ER Asset will be increased. As such, the Index aims to realise a target volatility of less than 12% annualised. Information about the past and the future performance of the Index and its volatility can be obtained on Bloomberg page RBSDTUG1 Index.


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Disclaimer:








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RBS UK Autopilot Index (GBP) (the “Index”)

The Index is calculated by ABN AMRO Bank N.V., acting through its London Branch, or its successor (the “Index Calculation Agent”) based on a methodology developed by The Royal Bank of Scotland plc (the “Index Sponsor”).

The Index aims to track the return of a notional strategy that allocates between the following four constituents which may be comprised of one or more underlyings:

(a) An equally-weighted basket of the FTSE 100 Index, S&P 500 Index, Nikkei 225 Stock Average and the DJ EUROSTOXX 50 (Price) Index (“Constituent 1”);

(b) iShares MSCI Emerging Market Index Fund (“Constituent 2”);

(c) DJ AIG Commodity Excess Return Index (“Constituent 3”);

(d) FTSE EPRA/NAREIT Europe Index (“Constituent 4”);

and the UK Retail Prices Index which is entitled “All Items NSA Inflation Index” (the “Inflation Index” or “Constituent 5” and Constituents 1, 2, 3, 4 and 5 shall be collectively referred to as the “Constituents”).

On or around the first calendar day of each month (“Rebalancing Date”) the Index Calculation Agent will rebalance the weight allocated to a Constituent and such weight will be effective following the Rebalancing Date. The weight to be allocated to each Constituent will be determined with reference to the value of each Constituent 1, 2, 3 and 4 taken on the first calculation date immediately preceding each Rebalancing Date (“Determination Date”).

On each Determination Date, the value of Constituents 1, 2, 3 and 4 will each be compared to its respective monthly average value over the preceding 12 months (“Moving Average”). If the relevant value of Constituent 1, 2, 3 and 4 is greater than its respective Moving Average, the Index Calculation Agent will allocate a weight of 25% of the notional value of the Index to such Constituent from the day immediately following the Rebalance Date up to and including the immediately following Rebalancing Date. Otherwise, the Index Calculation Agent shall allocate a weight of 25% of the notional value of the Index to the Inflation Index. Hence, each of Constituent 1, 2, 3 and 4 can have a weight of either 0% or 25% and Constituent 5 can have a weight of either 0%, 25%, 50%, 75% or 100%. In total, the weights shall sum to 100%.

In any monthly performance period which will commence on the day immediately following a Rebalancing Date and end on the following Rebalancing Date (“Monthly Performance Period”), the monthly return of each Constituent shall be determined by the Index Calculation Agent from the start of the Monthly Performance Period until the end of the Monthly Performance Period. With respect to Constituents 1, 2, 3 and 4 the monthly return will be capped at 7.00% and with respect to the Inflation Index, the monthly return shall be fixed at one-twelfth of the annual return of Inflation Index. Information about the past and the future performance of the Index and its volatility can be obtained on Bloomberg page RBSDAPG1 Index.


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Disclaimer:







The Royal Bank of Scotland plc owns intellectual property rights in the Index. Any use of any such intellectual property rights must be with the consent of The Royal Bank of Scotland plc

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Risk Stabilised Denmark Top 20 Strategy (DKK) (the “Strategy”)

The Strategy is calculated and maintained by Future Value Consultants Limited, based on a methodology (the “Strategy Rules”) (which, for the avoidance of doubt, do not form part of this Strategy description) developed by The Royal Bank of Scotland plc (the “Strategy Sponsor”).

The Strategy’s objective is to track the performance of a market capitalisation-weighted basket of up to 20 securities (the “Underlying Strategy”), after application of a performance reduction factor and a daily dynamic risk adjustment mechanism. The purpose of the Underlying Strategy is to provide exposure to the Danish stock market. The Underlying Strategy is composed of a maximum of 20 of the companies represented in the OMX Copenhagen Top 20 Index, subject to certain selection criteria and is rebalanced annually.

On each relevant calculation date, a performance reduction factor is applied to the Underlying Strategy to give a reference Underlying Strategy (the “Reference Underlying Strategy”), after which exposure to the Reference Underlying Strategy is adjusted dynamically based on the volatility of the Reference Underlying Strategy. Exposure to the Reference Underlying Strategy is reduced if the volatility of the Reference Underlying Strategy increases above a certain level. Conversely, exposure to the Reference Underlying Strategy is increased if the volatility of the Reference Underlying Strategy decreases below a certain level, subject to a maximum exposure of 150 per cent. in the Underlying Strategy, for a given investment amount. The Strategy performance is intended to be achieved without distorting market prices through hedging activity.

The Underlying Strategy will cease to be calculated if there are less than 13 component securities. The Strategy is subject to a performance reduction factor which reduces the actual level of performance of the Strategy from what it would be if the performance reduction factor did not exist. The performance reduction factor is set at pro-rata daily basis of 2.5% per annum. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSBIKD1.

A copy of the Strategy Rules will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Strategy Rules is subject to the detailed provisions of the Strategy Rules. In order to obtain the Strategy Rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.

Investors should note that the Strategy Rules are subject to change from time to time. In certain circumstances, the Strategy Sponsor can change the method of calculating the Strategy, or may discontinue or suspend calculation or dissemination of the Strategy which could affect the return or principal amount paid on the Notes.


Disclaimer:


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Alpha Beta Centurion European Strategy (SEK) (the “Strategy”)

The Strategy is calculated and maintained by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., based on a methodology (the “Strategy Rules”) (which, for the avoidance of doubt, do not form part of this Strategy description) developed by The Royal Bank of Scotland plc (the “Strategy Sponsor”).

The Strategy’s objective is to track the performance of an equity market neutral and momentum strategy (the “Underlying Strategy”), and produce absolute returns based upon price signals determined from the S&P Europe 350 Index.

Each week, the Underlying Strategy measures the momentum (that is, the positive or negative trend) of the S&P Europe 350 Index. The indicator measuring momentum not only looks at the trend in the S&P Europe 350 Index, but also the relative strength of that trend as compared to previous performance. The indicator also takes into consideration the effects of volatility on momentum. That is, the Underlying Strategy discounts momentum strength as result of high volatility in an effort to try to calculate momentum strength based on more stable markets. Depending on this momentum the Underlying Strategy will gain a:

(a) Long exposure to the 20 stocks with the worst past weekly performance (the “Long Basket”) if the momentum is strongly positive; or

(b) Short exposure to the 20 stocks with the best past weekly performance (the “Short Basket”) if the momentum is strongly negative; or

(c) A combination of both exposures above if neither a) nor b) occurs.

The Underlying Strategy will be calculated as the long exposure (either 100%, 50% or 0% depending on the indicator) to the Long Basket less 1 week STIBOR, plus the short exposure (either 100%, 50% or 0% depending on the indicator) to Short Basket plus 1 week STIBOR, less the relevant trading costs.

Any dividends notionally received from the Long Basket or notionally due on the Short Basket will be reinvested. Each basket of 20 stocks (whether the exposure is long, short or a combination of both) will be held for approximately one week before new baskets are selected. Gains made each week on the baskets are re-invested into the Strategy. Conversely, losses made each week on the baskets are reflected in the Strategy.

The stocks chosen for inclusion in the basket of 20 stocks (whether the exposure is long, short or a combination of both) are taken weekly from a list of the 100 largest European companies which fall within certain eligibility criteria. An eligible security must, among other things: have a free-float market capitalization requirement of at least £1,000,000,000 or its equivalent in a currency other than Sterling; have a daily traded value of at least £5,000,000 or its equivalent in a currency other than Sterling; not be a closed-end fund, exchange-traded fund (ETF), investment vehicle, royalty trust or REIT; and have a primary listing on an exchange in an eligible jurisdiction.

In addition, the Strategy implements a daily dynamic risk adjustment mechanism in order to stabilise the volatility of the Strategy. On each relevant calculation date, exposure to the Underlying Strategy will vary between 0% and 145% based on the volatility of the Underlying Strategy. Exposure to the Underlying Strategy is reduced if the volatility of the Underlying Strategy increases to a certain level. Conversely, exposure to the Underlying Strategy is increased if volatility of the Underlying Strategy decreases to a certain level, subject to a maximum exposure of 145 per cent. in each of the Long

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Basket and the Short Basket, for a given investment amount. The Strategy is intended to be achieved without distorting market prices by hedging activity.

The Strategy is calculated daily at the close of business, London time on each calculation date.

If the Strategy Sponsor determines in its sole and absolute discretion that any hedging activity will distort the performance of the Strategy, the Sponsor shall modify the Strategy Rules to ensure that the Strategy continues to meet its investment objective. Information about the past and the future performance of the Strategy and its volatility can be obtained from Bloomberg code RBSDHEK1.

A copy of the Strategy Rules will be available for review from the beginning of the Offer Period (if any) to the Maturity Date upon request at the offices of the Calculation Agent at The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA. Investors should note that this description of the Strategy Rules is subject to the detailed provisions of the Strategy Rules. In order to obtain the Strategy Rules, an investor may need to give certain non-disclosure representations to the Strategy Sponsor.

Investors should note that the Strategy Rules are subject to change from time to time. In certain circumstances, the Strategy Sponsor can change the method of calculating the Strategy, or may discontinue or suspend calculation or dissemination of the Strategy which could affect the return or principal amount paid on the Notes.


Disclaimer:








The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third party licensors make any representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the

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Notes particularly or the ability of the Beta Centurion Europe Index to track general stock market performance. S&P's and its third party licensor’s only relationship to The Royal Bank of Scotland plc is the licensing of certain trademarks, service marks and trade names of S&P and/or its third party licensors and for the providing of calculation and maintenance services related to the Beta Centurion Europe Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Notes.



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OTHER INFORMATION

1 PERFORMANCE UNDERLYING(S), EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS

Information as to the Level of any Underlying or the methodology, calculation and value of any Index is available on the website specified for that Underlying in the relevant Final Terms (provided that such website does not form part of the Prospectus or the terms andconditions of the Notes) or under the Bloomberg Codes and Reuters RIC Codes or other information source (Information Source) (as applicable) specified in the relevant Final Terms.

Return at Maturity

In the case of principal-protected Notes, when the Notes mature on the Maturity Date, the Issuer will pay to investors for each Note a final redemption amount equal to either (A) 100 per cent. of the Nominal Amount or (B) the greater of (i) a certain percentage of the Nominal Amount (which will be equal to or greater than 100 per cent. but may be less than the Issue Price) equal to the specified level of principal protection of the Notes and (ii) the Nominal Amount multiplied by the Return.

In the case of non-principal protected Notes, when the Notes mature on the Maturity Date, the Issuer will pay to investors for each Note a final redemption amount which will be equalto the greater of (i) a certain percentage of the Nominal Amount (which will be less than100 per cent. but equal to or greater than zero, and may be less than the Issue Price) equal to the specified level of principal protection of the Notes and (ii) the Nominal Amount multiplied by the Return.

Return means the sum of a certain percentage equal to the specified level of principalprotection of the Notes and a certain percentage (equal to the Participation indicativelyspecified in the relevant Final Terms) of the Underlying Performance, as explained below. The Underlying Performance is subject to a minimum of zero.

The Participation will be determined in the light of market conditions on or before the Strike Date, but will be not less than the minimum specified Participation and will be notified to investors in accordance with Article 8 of the Prospectus Directive.

The Underlying Performance (if any) may depend upon the difference between the final Level (or where “Final Averaging” is specified as applicable, the arithmetic average of the Levels on each of the Final Averaging Dates) and the initial or other specified Level (or where “Strike Averaging” is specified as applicable, the arithmetic average of the Levels oneach of the Strike Averaging Dates) of one or more Underlyings and may be subject to or otherwise affected by any cap(s), floor(s), weightings(s), participation or leveragepercentage, early termination provisions or performance parameters in respect of one ormore Underlyings as may be specified in the relevant Final Terms. In some cases, the Underlying Performance may be a fixed amount.

Final Averaging Date means each date specified as such (if any)in the applicable FinalTerms.

Level means, (i) in respect of an index Underlying, the Reference Price (as defined in Condition 7(c)), (ii) in respect of an equity Underlying, the Reference Price (as defined in Condition 8(e)), (iii) in respect of a commodity Underlying, the Commodity Reference Price

A11115948/0.3/21 Aug 2009 93

(as defined in Condition 12(c) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be, and (iv) in respect of any other Underlying, the level, price, rate or similar indicator used to determine the value of the relevant Underlying at the Valuation Time (if any) on the relevant Valuation Date, Strike Averaging Date or Final Averaging Date, as the case may be.

Maturity Date means the date specified as such in the relevant Final Terms.

Nominal Amount means an amount equal to the Specified Denomination set out in the relevant Final Terms.

Participation means the participation percentage, subject to the minimum participation set out in the relevant Final Terms.



Valuation Date means the date (or, if more than one, each date) specified as such in the relevant Final Terms (if any).


2 TERMS AND CONDITIONS OF THE OFFER

The Issuer or (where the Issuer is not the offeror) such other offeror specified in the relevant Final Terms contemplates offering, in its own name, the Notes to the public in the Offering Jurisdiction. The main terms (as from time to time specified, amended or complemented by the Issuer or such other offeror specified in the relevant Final Terms) are set out below.

The Offeror: As specified in the relevant Final Terms.

Offer period: As specified in the relevant Final Terms.

The offer period may be discontinued at any time.

Amount of the offer: The maximum aggregate nominal amount of the offer is specified in the relevant Final Terms. The final aggregate nominal amount will be notified in accordance with Article 8 of the Prospectus Directive.

Offer price: The Issue Price specified in the relevant Final Terms.

Applications: Purchases can be made by submitting an application form provided by or on behalf of the relevant Distributor to such Distributor, at the address specified in the relevant Final Terms, or otherwise as instructed by the Distributor. Applicants will be notified directly by the relevant Distributor of the success of their application. Dealings may begin before such notification is made.

A11115948/0.3/21 Aug 2009 94

Applications must be made for such minimum nominal amount specified in the relevant Final Terms.

Payment and delivery: Payments for the Notes shall be made to the relevant Distributor by wire transfer not later than the date specified in the relevant Final Terms or by internet payment upon the submission of the application form, as instructed by such Distributor.

The Issuer estimates that the Notes would be delivered to the purchasers’ respective book-entry securities accounts on or around the date specified in the relevant Final Terms.

Commission: The relevant Distributor may charge a commission, payable by the purchaser, of no greater than the percentage of the purchase price of the Notes purchased specified in the relevant Final Terms. In addition, the Issuer may pay a commission to the Distributor or other specified entity.

Management Fee: Management Fees may be applicable on any proprietary strategy, index or other Underlying if so specified in the relevant Final Terms. If Management Fees are applicable, the amount or range of those fees will be disclosed in the Final Terms.

Right to cancel: The Issuer reserves the right to cancel the issue of the Notes if:

(a) any circumstance occurs which, in the Issuer’s opinion, may have a significant impact on the issue; or

(b) the Participation would be less than the minimum Participation specified in the relevant Final Terrms; or

(c) the aggregate nominal amount in respect of which offers are received is (or is determined by the Issuer or the relevant Distributor to be likely to be) less than the amount specified in the relevant Final Terms.

The offers will be subject to the above provisions. In case of cancellation, the Issuer (or such other offeror specified in the relevant Final Terms) will repay the purchase price and any commission paid by any purchaser without interest.

Liability for the offer: Where the Issuer is not the offeror, any offers by such other offeror specified in the relevant Final

A11115948/0.3/21 Aug 2009 95

Terms, will be made in its own name and not as an agent of the Issuer. Only the offeror of Notes will be liable for the relevant offer in the Offering Jurisdiction. The Issuer accepts no liability for the offer or sale by any other offeror of Notes to purchasers in the Offering Jurisdiction.

Publication of a Supplement: If the Issuer publishes a supplement to this Prospectus pursuant to Article 16 of the Prospectus Directive (other than a supplement which does not relate to the Notes), investors who have already agreed to purchase Notes before the supplement is published shall have the right to withdraw their acceptances by informing the relevant Distributor in writing thereof within 2 working days (or such other longer period as may mandatorily apply in the relevant country) of publication of the supplement. The Conditions of the Notes and the terms on which they are offered and issued will be subject to the provisions of any such supplement.

3 OPERATIONAL INFORMATION

(i) ISIN Code: As specified in the relevant Final Terms.

(ii) Common Code: As specified in the relevant Final Terms.

(iii) Clearing System(s) and the relevant identification number(s):


(iv) Additional Paying Agent(s) (if any):

Not Applicable

A11115948/0.3/21 Aug 2009 96

CLEARING ARRANGEMENTS

The following paragraph applies to Notes cleared through Euroclear Sweden:

Transfers of Notes may only be effected within Euroclear Sweden AB, the Swedish Central Securities Depository and Clearing Organisation, and will be effected in accordance with the rules and procedures of Euroclear Sweden AB and the Swedish Financial Instruments Accounts Act.

The following paragraphs apply to Notes cleared through Euroclear Finland:

The Finnish book-entry securities system is centralised at Euroclear Finland, the Finnish Central Securities Depositary Ltd. Euroclear Finland provides clearing and registration services for securities in Finland.

In order to effect entries in the Euroclear Finland book-entry system, a Noteholder or such Noteholder’s nominee must establish a book-entry account with Euroclear Finland. A book-entry account may be established via a credit institution or a securities intermediary acting as an account operator for Euroclear Finland. All transactions in book-entry securities are executed as computerised book-entry transfers.

Transfers of Notes may only be effected within Euroclear Finland and will be effected in accordance with the rules and procedures of Euroclear Finland.

The following paragraph applies to Notes cleared through VPS:

Transfers of Notes may only be effected within VPS, and will be effected in accordance with the rules and procedures of VPS and the Norwegian Central Securities Depository Act.

The following paragraph applies to Notes cleared through VP Securities:

Settlement of sale and purchase transactions in respect of VP Notes will take place on a registration-against-payment basis three Copenhagen Business Days after the date of the relevant transaction. Transfers of interests in a VP Note will take place in accordance with the Danish Rules. Secondary market clearance and settlement through Euroclear is possible through depositary links established between VP Securities and Euroclear. Transfers of VP Notes held in VP Securities through Clearstream, Luxembourg are only possible by using an account holding institute linked to VP Securities.

MARKET MAKING ARRANGEMENTS

Unless otherwise specified in the relevant Final Terms, the Issuer has entered into a market making agreement with the relevant Distributor under which, so long as that agreement remains in force, the Distributor will provide indicative prices for Notes to investors or, upon request, a firm price for Notes, subject in each case to it having received such an indicative or, as the case may be, firm price from the Issuer. In the absence of receiving such a price, the Distributor may provide an indicative or firm price at its discretion.

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TAXATION

The following is a summary of the withholding tax position in the Offering Jurisdiction and the United Kingdom in respect of the Notes. It does not relate to any other tax consequences. Each Investor should consult a tax adviser as to the tax consequences relating to its particular circumstances resulting from holding the Notes.

All payments in respect of the Notes by or on behalf of the Issuer will be subject to any applicable withholding taxes of the Offering Jurisdiction or the United Kingdom. As at the date hereof no such withholding taxes would be applicable, subject to the paragraphs below in respect of Finland.

Payment of the redemption gain (if any) or interest on the Notes through a Finnish paying agent to individuals resident in Finland will be subject to an advance tax withheld by the Finnish Paying Agent at the rate of 28 per cent. Such advance tax withheld will be used for the payment of the individual’s final taxes.

Payment of the redemption gain (if any) or interest on the Notes through a Finnish paying agent to corporate entities resident in Finland will not be subject to any Finnish advance or withholding taxes.

Governing Law of the Offer and Jurisdiction

The terms and conditions of the offer are governed by the law of the Offering Jurisdiction. Any disputes regarding the offer are submitted to the jurisdiction of the courts of the Offering Jurisdiction, provided that purchasers who are consumers are entitled to submit all disputes regarding the offer to the court having jurisdiction in their domicile. In Finland, complaints relating to the relevant offer may also be submitted to the Securities Complaint Board.

A11115948/0.3/21 Aug 2009 98

FORM OF FINAL TERMS

Final Terms dated [●]

The Royal Bank of Scotland plc (Incorporated in Scotland with limited liability under the

Companies Acts 1948 to 1980, registered number SCO90312)

[Principal-Protected] [Non-Principal Protected] Notes

Base Prospectus ([Flexi-Payout]) Series SMTN [●]

Issue Price: [●] per cent.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth or incorporated in the Prospectus dated [21 August] 2009 as supplemented from time to time (the Prospectus) which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. Copies of the Prospectus may be obtained, free of charge, during normal business hours from the registered office of the Issuer and from the specified offices of the Distributor and each of the Paying Agents.

Terms and Conditions of the Notes

1 Principal Protection: [●] per cent.

2 Offering Jurisdiction(s): [●]

3 Series Number: [●]

4 Tranche Number: [●]

5 Specified Currency or Currencies: [●] [Not Applicable]

6 Aggregate Nominal Amount:

(i) Series: [●]

(ii) Tranche: [●] [Not Applicable] 7 (i) Specified Denomination: [●]

(ii) Calculation Amount: (Applicable to Notes in definitive form)

[●]

(If only one Specified Denomination, insert the Specified Denomination.

If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.)

A11115948/0.3/21 Aug 2009 99

8 (i) Issue Date: (ii) Interest Commencement Date:

[●] [●] [Not Applicable]

9 Maturity Date: The later of [●] and the [tenth Stockholm/[tenth Helsinki]/[tenth Copenhagen]/[eighth Oslo]/[specify other] Business Day after the final Valuation Date

10 Interest/Payment Basis: [[●] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/- [●] per cent. Floating Rate] [Index Linked Interest] [Equity Linked Interest] [Currency Linked Interest] [Commodity Linked Interest] [Government Bond Linked Interest] [Fund Linked Interest] [Inflation Index Linked Interest] [Certificate Linked Interest] (further particulars specified below) [Not Applicable]

11 Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Equity Linked Redemption] [Currency Linked Redemption] [Commodity Linked Redemption] [Government Bond Linked Redemption] [Fund Linked Redemption] [Inflation Index Linked Redemption] [Certificate Linked Redemption] (further particulars specified below)

12 Put/Call Options: [Delete paragraph if Not Applicable] [Applicable]

13 Put Notes or Call Notes: [Not Applicable][Put]/[Call] (if either “Put” or “Call” is specified, specify further particulars)

14 Valuation Dates: [Valuation] Date means the [●] calendar day of each month from and including [●] ([Valuation] Date(1)) to and including [●] ([Valuation] Date(s) or the final [Valuation] Date, or, if in the opinion of the Calculation Agent any such date is not a [Scheduled Trading Day][Currency Business Day][Commodity Business Day][Fund Business Day][specify other], in respect of an Underlying, the next following [Scheduled Trading Day][Currency Business Day][Commodity Business Day][Fund Business Day][specify other], unless such day is a [Disrupted Day][day on which a Market Disruption Event

A11115948/0.3/21 Aug 2009 100

occurs][day on which a Trigger Event occurs] for such Underlying.

15 Strike Date: [●]

16 Strike Averaging: [Applicable]/[Not Applicable] Where Strike Averaging is specified to be applicable, for the purpose of determining whether any date is a Strike Averaging Date, references in the Terms and Conditions set out in the Programme Prospectus to the “Averaging Dates” shall be to the “Strike Averaging Dates” herein.

(i) Number of Strike Averaging Dates [●]

(ii) Strike Averaging Dates: [●]/[Insert table setting out “Strike Averaging Dates”]

(iii) Adjustment Provisions in the event of a Disrupted Day

[Omission/Postponement/Modified Postponement]

17 Final Averaging [Applicable]/[Not Applicable] Where Final Averaging is specified to be applicable, for the purpose of determining whether any date is a Final Averaging Date, references in the Terms and Conditions set out in the Programme Prospectus to the “Averaging Dates” shall be to the “Final Averaging Dates” herein.

(i) Number of Final Averaging Dates [●]

(ii) Final Averaging Dates: [●]/[Insert table setting out “Final Averaging Dates”]

(iii) Adjustment Provisions in the event of a Disrupted Day

[Omission/Postponement/Modified Postponement]

Provisions Relating to Interest (if any) Payable 18 Fixed Rate Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semi-annually/quarterly/monthly/ (specify)] in arrear]

(ii) Interest Payment Date(s): [●] in each year [adjusted in accordance with [Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other (give details)]/not adjusted]

(iii) Additional BusinessCentre(s):

[●]

(NB: only relevant where Business Day Convention is applicable)

(iv) Fixed Coupon Amount[(s)]:

(Applicable to Notes in definitive

[●] per Calculation Amount

A11115948/0.3/21 Aug 2009 101

form)

(v) Broken Amount(s):

(Applicable to Notes in definitiveform)

[●] per Calculation Amount, payable on the Interest Payment Date falling in/on [●]

(vi) Day Count Fraction: [Actual/Actual or Actual/Actual (ISDA) Actual/365 (Fixed) Actual/360 30E/360 or Eurobond Basis Actual/Actual (ICMA) specify other]

(vii) Determination Date(s): [●] in each year [Insert interest payment dates except where there are long or short periods. In these cases, insert regular interest payment dates] (NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA))

(viii) Other terms relating to themethod of calculating interest forFixed Rate Notes:

[Not Applicable/give details]

19 Floating Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Specified Period(s)/Specified Interest Payment Dates:

[●]

(ii) First Interest Payment Date: [●]

(iii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Convention/Preceding Business Day Convention/other (give details)]

(iv) Additional BusinessCentre(s):

[●]

(v) Manner in which the Rate(s)of Interest is/are to be determined:

[Screen Rate Determination/ISDA Determination/other (give details)]

(vi) Party responsible forcalculating the Interest Amount(s) (ifnot the Agent or, as the case maybe, the Registrar):

[●]

(vii) Screen Rate Determination: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

- Reference Rate: [●]

A11115948/0.3/21 Aug 2009 102

(Either LIBOR, EURIBOR or other, although additional information is required if other - including fallback provisions in the Agency Agreement)

- Interest Determination Date(s): [●] (Second day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

- Relevant Screen Page: [●] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

(viii) ISDA Determination: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

-Floating Rate Option:

-Designated Maturity:

-Reset Date:

[●]

[●]

[●]

(ix) Margin(s): [+/-][●] per cent. per annum

(x) Minimum Rate of Interest: [●] per cent. per annum

(xi) Maximum Rate of Interest: [●] per cent. per annum

(xii) Day Count Fraction: [Actual/Actual or Actual/Actual (ISDA) Actual/365 (Fixed) Actual/360 30/360 or 360/360 or Bond Basis 30E/360 or Eurobond Basis specify other] (See Condition 3(c) for alternatives)

(xiii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

[●]

20 Index Linked Interest Provisions: [Applicable/Not Applicable] (If not applicable, , delete the remaining sub-

A11115948/0.3/21 Aug 2009 103

paragraphs of this paragraph) (i) Provisions for determiningRate of Interest and/or InterestAmount:

[Give or annex details] (When adding details, consideration should be given as to whether the details on the determination of interest would constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)

(ii) Party responsible for calculating the Interest Amount(s) (if not the Agent or, as the case may be, the Registrar):

[●]

(iii) Specified Period(s)/Specified Interest Payment Dates:

[●] [N.B. Care must be taken to ensure that each Specified Interest Payment Date is postponed and cannot occur prior to an acceptable period before the last occurring Valuation Date or the Final Averaging Date, as the case may be, in respect of each such Specified Interest Payment Date]

(iv) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other (give details)]

(v) Additional Business Centre(s):

[●]

(vi) Minimum Rate of Interest: [●] per cent. per annum

(vii) Maximum Rate of Interest: [●] per cent. per annum

(viii) Day Count Fraction: [●]

21 Equity Linked Interest Provisions: [Applicable/Not Applicable] (If not applicable, , delete the remaining sub-paragraphs of this paragraph)

(i) Provisions for determining Rate of Interest and/or Interest Amount:



[●]


[●] [N.B. Care must be taken to ensure that each Specified Interest Payment Date is postponed and

A11115948/0.3/21 Aug 2009 104

cannot occur prior to an acceptable period before the last occurring Valuation Date or the Final Averaging Date, as the case may be, in respect of each such Specified Interest Payment Date]



[●]



22 Currency Linked Interest Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)




[●]





[●]



23 Commodity Linked Interest Provisions:

[Applicable/Not Applicable] (If not applicable, , delete the remaining sub-paragraphs of this paragraph)

A11115948/0.3/21 Aug 2009 105




[●]





[●]



24 Government Bond Linked Interest Provisions:





[●]


[●] [N.B. Care must be taken to ensure that each Specified Interest Payment Date is postponed and cannot occur prior to an acceptable period before the last occurring Valuation Date or the Final Averaging Date, as the case may be, in respect of

A11115948/0.3/21 Aug 2009 106

each such Specified Interest Payment Date]



[●]



25 Fund Linked Interest Provisions: [Applicable/Not Applicable] (If not applicable, , delete the remaining sub-paragraphs of this paragraph)




[●]





[●]



26 Inflation Index Linked Interest Provisions:



[Give or annex details] (When adding details, consideration should be given as to whether the details on the determination of interest

A11115948/0.3/21 Aug 2009 107

would constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)


[●]





[●]



27 Certificate Linked Interest Provisions:





[●]



(iv) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day

A11115948/0.3/21 Aug 2009 108

Convention/Preceding Business Day Convention/other (give details)]


[●]



Provisions Relating to Redemption

28 Early Redemption Amount [As set out in Condition 5(d)(iii)][specify other]

29 Early Redemption Amount includes amount in respect of accrued interest:

[Applicable] (delete paragraph if not applicable)

30 Final Redemption Amount: [Where no Underlying linkage: [Final Redemption Amount=PP x N]] [Where single Underlying: [Final Redemption Amount =

( )[ ][ ]ePerformancUnderlyingPMaxPPN ×+× ;0 ]

Where: EITHER:

Underlying Performance = [ ⎟⎟⎠

⎞⎜⎜⎝

⎛ −

i

ii

IIF

OR Underlying Performance = ⎟⎟⎠

⎞⎜⎜⎝

⎛ −

i

ii

IFI

]

[Where basket of Underlyings: [Final Redemption Amount =

( )[ ][ ]ormanceBasketPerfPMaxPPN ×+× ;0 ]

Where: EITHER:

⎥⎥⎦

⎤

⎢⎢⎣

⎡

⎥⎥⎦

⎤

⎢⎢⎣

⎡=∑

=

n

1iiePerformanc UnderlyingormanceBasketPerf

OR: [Basket Performance is the sum of the [SPECIFY RELEVANT Performances]] Where: EITHER: Performancei = 1 +

⎥⎦

⎤⎢⎣

⎡⎟⎟⎠

⎞⎜⎜⎝

⎛ − Leverage x x W

IIF

iii

ii

A11115948/0.3/21 Aug 2009 109

OR: Performancei = 1 - ⎥⎥⎦

⎤

⎢⎢⎣

⎡⎟⎟⎠

⎞⎜⎜⎝

⎛ −ii

iii Leverage x W x

IFI

save that if a cap, floor or fixed value is specified in relation to Final Redemption Amount, Fi, Ii or the Basket Performance or the Underlying Performance, the relevant value shall be subject to such cap, floor or fixed value in the circumstances specified in relation thereto [Fi shall be the Level of Underlyingi on the final Valuation Date] [Fi shall be the arithmetic average of the Levels of Underlyingi on each of [SPECIFY FINAL AVERAGING DATES] [Fi shall be the [highest/lowest] Level of Underlyingi on [SPECIFY VALUATION DATES] [Fi shall be the Level of Underlyingi on the first day on which such Level is (at or) [above] [below] Barrier Leveli [Ii shall be the Level of Underlyingi on the initial Valuation Date] [Ii shall be the arithmetic average of the Levels of Underlyingi on each of [SPECIFY STRIKE AVERAGING DATES] [Ii shall be the [highest/lowest] Level of Underlyingi on [SPECIFY VALUATION DATES] [Ii shall be the Level of Underlyingi on the first day on which such Level is (at or) [above] [below] Barrier Leveli [Underlyingi shall be each of the [●] Underlyings for which the Underlying Performance(s) is/are the [●] [highest/lowest values.] P means a participation percentage [of [●]%/ to be determined by the Calculation Agent in the light of prevailing market conditions on or about [●], subject to a minimum of [●] per cent. PP means the level of principal protection, expressed as a percentage, as specified in paragraph 1. n means the number of Underlyings or [specify which Underlyings] N means Nominal Amount Nominal Amount means an amount equal to the Specified Denomination Wi means the weighting of the Underlyings Barrier Level Event means that [the Level of the Underlying/the Level of one/all of the/[●] of the] Underlyings] is [at/or] [above] [below] [the Barrier Level/its Barrier Level/their respective Barrier Levels]

A11115948/0.3/21 Aug 2009 110

[at the Valuation Time/without regard to the Valuation Time] [For range accrual notes, Barrier Level Event means the number of times the Level of the Underlying/the Level of one/all of the/[●] of the] Underlyings] is [at/or] [above] [below] [the Barrier Level/its Barrier Level/their respective Barrier Levels] during the period between [●]][to delete] If a Barrier Level Event occurs on [SPECIFY DATE(S)]: EITHER: [the Final Redemption Amount shall be [●] per cent. of the Nominal Amount and the Notes shall be redeemed at such amount on [the Redemption Date/[SPECIFY DATE]. OR: [Fi shall be [●] per cent. of Ii] OR: [OTHER] (Repeat as necessary) [SPECIFY CAPS, FLOORS, FIXED AMOUNTS, EITHER HERE, IN THE FORMULAS OR RELATED DEFINITIONS OR ELSEWHERE IN THESE FINAL TERMS]]

i Underlying W Barrier Level

Leverage

1 ● ● ● ●

2 ● ● ● ●

3 ● ● ● ●

etc. ● ● ● ●

[Other - specify] 31 Weighting of the Underlyings: [Applicable] [Not Applicable]

Weighting

Underlying (u) Weighting (Wu)

Underlying[●] [●] per cent.



[●] [●] 32 Call Option: [Applicable][Not Applicable]

(If not applicable, delete the remaining sub paragraphs of this paragraph)

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

[●] per Calculation Amount (Consideration to be given to accrued interest)

(iii) If redeemable in part:

A11115948/0.3/21 Aug 2009 111

(a) Minimum Redemption Amount:

[●]

(b) Maximum Redemption Amount:

[●]

(iv) Notice period (if other than as set out in the Conditions):

[●] (NB: If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Agent or Trustee)

33 Put Option: [Applicable][Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph)

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

[●] per Calculation Amount (Consideration to be given to accrued interest)

(iii) Notice period (if other than as set out in the Conditions):

[●] (NB: If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Agent or Trustee)

34 Index Linked Redemption Notes: [Applicable] [Not Applicable] (if not applicable, delete remaining sub-paragraphs)

(i) Whether the Notes relate to abasket of indices or a single index, theidentity of the relevant Index/Indicesand details of the relevant indexsponsors and whether suchIndex/Indices are a Multi-ExchangeIndex:

[Basket of Indices][Single Index] [Give or annex details] [Details of each Index Sponsor] [Multi-Exchange Index: Yes/No]

(ii) Description of the Index/Indices/Strategy/Strategies:

[1] [NAME OF INDEX OR STRATEGY]

[DESCRIPTION OF INDEX OR STRATEGY]

Multi-Exchange Index: [Yes]/[No]

Exchange(s): [●]

Related Exchange(s): [●]

A11115948/0.3/21 Aug 2009 112

The X Percentage does [not] apply

[Bloomberg ticker code]/[Reuters RIC Code]: [●]

Index/Strategy Sponsor: [●]

Website: [●]

[Repeat as necessary if more than one Index]

(iii) Strike Price: [●](delete paragraph if not applicable)

(iv) Trade Date: [●](delete paragraph if not applicable)

(v) Correction Cut-Off Date: [10 Stockholm]/[10 Helsinki]/[10 Copenhagen]/[8 Oslo]/[specify other] Business Days prior to the Maturity Date

(vi) Additional Disruption Events:

[Not Applicable][Applicable] (If Applicable, specify which Additional Disruption Events are applicable) [Change in Law]/[Hedging Disruption]/[Increased Cost of Hedging]/[Increased Cost of Stock Borrow]/[Loss of Stock Borrow]

(vii) Other special terms of conditions:

[●](delete paragraph if not applicable)

[Disclaimer relating to the Beta Centurion Europe Index, a RICI family index or other S&P calculated Indices]

[Applicable] (if not applicable, delete)

35 Equity Linked Redemption Notes: [Applicable] [Not Applicable] (if not applicable, delete remaining sub-paragraphs)

(i) Whether the Notes relate to abasket of equities or a single equitysecurity and the identity of the relevantissuer(s) of the UnderlyingEquity/Equities:

[Basket of Underlying Equities][Single Underlying Equity]

A11115948/0.3/21 Aug 2009 113

Description of the Underlying Equities:

u Underlying / Underlying Issuer (if applicable)

Bloomberg Code, Reuters RIC Code and ISIN

Exchange Related Exchange

Website

[●] [●] [●] [●] [●]

[●] [●] [●]

[●] [●] [●] [●] [●]

[●] [●] [●]

[●] [ [●] [●] [●] [●]

[●] [●] [●]

[●] [●] [●] [●] [●] [●] (ii) Whether redemption of the Notes will be by (a) Cash Settlement or (b) Physical Delivery or (c) Cash Settlement and/or Physical Delivery:

[Cash Settlement][specify other]

(iii) Equity Substitution [delete paragraph if applicable] [Not Applicable]

(iv) Correction Cut-Off Date:

[10 Stockholm]/[10 Helsinki]/[10 Copenhagen]/[8 Oslo]/[specify other] Business Days prior to the Maturity Date

(v) Strike Price: [●] (delete paragraph if not applicable)

(vi) Exchange Rate: [●] (delete paragraph if not applicable)

(vii) Relevant Assets:

[●] (delete paragraph if not applicable) (NB Only applicable for Physical Delivery or Cash Settlement and/or Physical Delivery)

(viii) Asset Amount:


(ix) Cut-Off Date:


(x) Final Date: [●] (delete paragraph if not applicable)

(xi) Delivery provisions for Asset Amount (including details of who is to make such delivery) if different from Terms and Conditions:


(xii) Failure to Deliver due to [●] (delete paragraph if not applicable)

A11115948/0.3/21 Aug 2009 114

Illiquidity: (NB: Only applicable to certain types of Equity Linked Redemption Notes)

(xiii) Additional Disruption Events:

[Not Applicable][Applicable] (If Applicable, specify which Additional Disruption Events are applicable) [Change in Law]/[Hedging Disruption]/[Increased Cost of Hedging]/[Increased Cost of Stock Borrow]/[Insolvency Filing]/[Loss of Stock Borrow]

(xiv) Other terms or special conditions:


36 Currency Linked Redemption Notes: [Applicable] [Not Applicable] (if not applicable, delete remaining sub-paragraphs)

(i) Whether the Notes relate to a basket of Currency Exchange Rates or a single Currency Exchange Rate:

[Basket of Currency Exchange rates][Single Exchange Rate]

(ii) Relevant Currency(ies): [●]

(iii) Currency Exchange Rate: [spot currency exchange rate] [currency exchange rate] [●] expressed as the amount of [insert currency] per one [insert currency] which appears on the Screen Page Observation Date(s): [Not Applicable/[●]] Valuation Time: [●] Screen Page: [●] [Bloomberg Code:[●] ‹Currency›][or][Reuters RIC Code: [●]] (Repeat as necessary where there are more than one Currency Exchange Rate or insert a table)

(iv) Other terms or special conditions:


37 Commodity Linked Redemption Notes:

[Applicable] [Not Applicable] (if not applicable, delete remaining sub-paragraphs)

(i) Whether the Notes relate to a basket of commodities or a single commodity and the identity of the relevant Commodit(y)(ies):

[Basket of Commodities][Single Commodity]

(ii) Commodity: [●]

(iii) Information Source: [●]

(iv) Commodity Reference Price: [●]/[The Specified Price as published by the Price Source]/[Commodity Reference Dealers]

(v) Correction of Commodity Reference Price:

[Applicable/Not Applicable]

(vi) Price Materiality Percentage: [[●]/Not Applicable]

(vii) Exchange: [●]

(viii) Futures Contract: [●]

A11115948/0.3/21 Aug 2009 115

(ix) Delivery Date: [[●]/[●] Nearby Month]

(x) Price Source: [●]

(xi) Specified Price: [(A) the high price; (B) the low price; (C) the average of the high price and the low price; (D) the closing price; (E) the opening price; (F) the bid price; (G) the asked price; (H) the average of the bid price and the asked price; (I) the settlement price; (J) the official settlement price; (K) the official price; (L) the morning fixing; (M) the afternoon fixing; (N) the fixing; (O) the spot price; or (P) [Other – please specify]

(xii) Market Disruption Events: [Price Source Disruption] [Trading Disruption] [Disappearance of Commodity Reference Price] [Material Change in Formula] [Material Change in Content] [Tax Disruption] [Other – Please specify]

(xiii) Reference Dealers: [[●]/The Calculation Agent]

(Repeat as necessary where there are more Commodities or insert a table)

(xiv) Other terms or special conditions:


38 Government Bond Linked Redemption Notes:


(i) Whether the Notes relate to a basket of government bonds or a single government bond:

[Basket of Government Bonds][Single Government Bond]

(ii) Government Bond(s) and/or related Reference Asset(s) and/or any related futures contract (if any):

[●]


(iv) Exchange: [●]

(v) [Contract][specify details of related futures contract (if any)]:


(Repeat as necessary where there are more Government Bonds or insert a table)



39 Fund Linked Redemption Notes: [Applicable] [Not Applicable] (if not applicable, delete remaining sub-paragraphs)

A11115948/0.3/21 Aug 2009 116

(i) Whether the Notes relate to a basket of funds or a single fund:

[Basket of Funds][Single Fund]

(ii) Fund: [●]


(iv) Replacement Fund: [Applicable] (delete paragraph if not applicable)

(v) Suspension Asset: [Applicable] (delete paragraph if not applicable)

(vi) Effective Date: [●]

(Repeat as necessary where there are more Funds or insert a table)

(vii) Other terms or special conditions:


40 Inflation Index Linked Redemption Notes:


(i) Whether the Notes relate to a basket of inflation indices or a single inflation index:

[Basket of Inflation Indices][Single Inflation Index]

(ii) Inflation Index: [●]


(iv) Inflation Fixing Months: [●]

(Repeat as necessary where there are more Inflation Indices or insert a table)

(v) Other terms or special conditions:


41 Certificate Linked Redemption Notes:


(i) Whether the Notes relate to a basket of certificates or a single certificate:

[Basket of Certificates][Single Certificate]

(ii) Certificate: [●]


(iv) Exchange: [●]

(v) Valuation Time: [●]

(Repeat as necessary where there are more Certificates or insert a table)



A11115948/0.3/21 Aug 2009 117

Other Conditions

Terms and Conditions of the Offer 42 Distributor: [●] [To obtain more information about the offer, please

contact [●] [insert details of financial intermediary] 43 Offeror: [●]

44 Offer Period: [●] to [●]

45 Maximum Aggregate Nominal Amount of the Offer:

[Up to] [●]

46 Minimum aggregate Nominal Amount to be purchased:

[●]

47 Date for delivery of Notes to purchasers’ respective book-entry securities accounts:

On or around [●]

48 Date for payment for Notes (if made by wire transfer to the Distributor):

Not later than [●]

49 Commission charged by Distributor: [Not greater than [●] per cent. of the Offer Price.][Not applicable]

50 Right to cancel - Minimum Amount: [●]

Operational Information: 51 ISIN Code: [●]

52 Common Code: [Not Applicable]/[●]

53 Clearing System(s): [Euroclear Sweden AB, Box 7822 SE-103 97, Stockholm] [Finnish Central Securities Depository Ltd (Euroclear Finland) Urho Kekkosen katu 5 C 00101 Helsinki Finland] [Verdipapirsentralen ASA (VPS) Biskop Gunnerus’ Gate 14A, Postboks 4, 0051 Oslo] [VP Securities A/S (VP Securities) Weidekampsgade 14 P.O. Box 4040 DK-2300 Copenhagen S] [Euroclear Bank S.A./N.V. and Clearstream Banking,

A11115948/0.3/21 Aug 2009 118

société anonyme] 54 Admission to Trading: [Yes]/[No]

[Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market/specify] with effect from [●].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market/ specify]] with effect from [●].] [Not Applicable] (Where documenting a fungible issue need to indicate that original Notes are already admitted to trading.) [If the Issuer applies for the Notes to be admitted to the Official List of an EU Member State and/ or admitted to trading on a regulated market at any time following the end of the offer period for the Notes, the Issuer shall be entitled to amend these Final Terms (without the consent of the Trustee or any Noteholder) so as to provide that references to the Prospectus (the “Original Prospectus”) shall be read as references to the Prospectus as supplemented, amended, updated and/or replaced as at the date of application for admission to the Official List and/or trading (save that the terms and conditions applicable to the Notes shall be those contained in the Original Prospectus).]

55 Market Making Arrangements: [Yes/No] [The Issuer will not enter into any contracts with any person to make a market in the Notes. The Distributor will under normal market conditions provide on a daily basis a purchase price and, if possible, a sale price. Such prices will only be valid on the relevant date. The purchase price will be determined at the sole discretion of the Distributor and may not reflect the market value of the Notes. The Distributor has no contractual obligation to the Issuer to provide a purchase price and may discontinue the provision of purchase prices at any time.]*

56 Dividend: [Applicable]/[Not Applicable]

57 Management Fees: [●]/[Not greater than [●]/[Not Applicable]

58 TEFRA Rules [Not Applicable] [TEFRA C Rules]/[TEFRA D Rules] (If Registered Notes in dematerialised form, contemplate whether TEFRA C is applicable. Delete

A11115948/0.3/21 Aug 2009 119

paragraph if TEFRA not applicable) *Include if no market making arrangements specified.

RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: ……………………..

Duly authorised