Free Writing Prospectus dated March 14, 2011
(to Prospectus dated May 18, 2010 and
Preliminary Prospectus Supplement dated March 14, 2011)
Filed pursuant to Rule 433
Registration Statement Nos. 333-162219 and 333-162219-01
 
 
TERMS AND CONDITIONS
USD $1,500,000,000 4.375% Senior Notes due March 16th, 2016

Issuer
The Royal Bank of Scotland plc
Guarantor
The Royal Bank of Scotland Group plc
Issuer Ratings
Aa3 / A+ / AA- (Moody’s / S&P / Fitch)
Ranking
Senior
Principal Amount
USD $1,500,000,000
Price to the Public
99.805%
Redemption Price
100.000% of principal amount of the relevant Note
Specified Currency
USD
Trade Date
March 14th, 2011
Settlement Date
March 16th, 2011, in accordance with DTC’s procedures (T+2)
Maturity
March 16th, 2016
Call Option
No
Benchmark
T 2.125% due February 29th, 2016
Benchmark Yield
1.989%
Re-Offer Yield
4.419%
Re-Offer Spread to UST
T+243 bps
Coupon
4.375% (semi-annual)
Day Count
30/360
Convention
Following, unadjusted
Business Days
New York & London
Bookrunner
RBS Securities Inc.
Co-Managers
BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
TD Securities (USA) LLC
Underwriting Discount
0.350%
Interest Payment Period
Semi-Annual
Interest Payment Date(s)
On the 16th day of each September and March, commencing September 16th, 2011, up to and including March 16th, 2016
Interest Payment Record Date(s)
On the 1st day of each September and March commencing September 1st, 2011
Format
SEC-Registered
Denominations
USD $2,000 and integral multiples of USD $1,000 in excess thereof
Listing
An application will be made to list the notes on the New York Stock Exchange
Clearing and Settlement
DTC and Euroclear/Clearstream
CUSIP / ISIN
78009PCC3 / US78009PCC32

The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, S&P or Fitch.

The issuer has filed a registration statement (including a base prospectus) with the SEC for the offering to which this free writing prospectus relates.  Before you invest in this offering, you should read the base prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBS Securities Inc. will arrange to send you the base prospectus at no charge if you request it by calling 1-866-884-2071.