New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxRoyal Bank of Scotland Group PLC • April 3rd, 2013 • Commercial banks, nec
The Royal Bank of Scotland plc, a public limited company incorporated and registered in Scotland (the “Issuer”), and The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland (the “Guarantor”) has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (as it may be amended or supplemented from time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), debt securities to be issued from time by the Issuer and guaranteed by the Guarantor (such debt securities, together with the corresponding guarantees, the “Shelf Securities”). The Shelf Securities are comprised of securities designated either as RBS NotesSM (the “RBS Notes”) or as Retail Corporate Notes (the “Retail Corporate Notes”), and are to be issued on or after the date hereof. The RBS Notes are to be issued pursuant to either (i) the Amended and Restate
