AVVISO n.10364 24 Giugno 2010 SeDeX − LEV. CERTIFICATES

AVVISO n.10364

24 Giugno 2010

SeDeX − LEV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: THE ROYAL BANK OF SCOTLAND N.V.

Oggetto : Inizio negoziazione 'Leverage Certificates' 'THE ROYAL BANK OF SCOTLAND N.V.'

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Mini Futures Certificates su Indici Azionari

Emittente: THE ROYAL BANK OF SCOTLAND N.V.

Rating Emittente: Società di rating

Long term

Data report

Moody's Aa3 04/08/2009

Standard & Poor's A+ 01/04/2009

Fitch AA- 17/10/2008

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 25/06/2010

Mercato di quotazione: Borsa - Comparto SEDEX “Leverage Certificates” Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.

IA.5.1.5 delle Istruzioni

Operatore incaricato ad assolvere l’impegno di quotazione:

The Royal Bank of Scotland N.V. Member ID Specialist: MM1393

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Mini Futures Certificates su Indici Azionari

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 25/06/2010, gli strumenti finanziari "Mini Futures Certificates su Indici Azionari" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Num. Serie	Codice Isin	Local Market TIDM	TIDM	Short Name	Long Name	Sottostante	Tipologia	Strike	Data Scadenza	Parità	Quantità	Lotto Negoziazione	EMS	Prima Barriera
1	NL0009489228	N89228	X5WZ	N89228FTMIBML	RBSFTMIBSLML18700AB19074E150520	XXXX XXX Xxxxx	Xxxx	00000	15/05/20	0,0001	500000	10	14330	19074
2	NL0009489210	N89210	X5X0	N89210FTMIBML	RBSFTMIBSLML18500AB18870E150520	XXXX XXX Xxxxx	Xxxx	00000	15/05/20	0,0001	500000	10	12860	18870
3	NL0009489202	N89202	X5X1	N89202FTMIBML	RBSFTMIBSLML18000AB18360E150520	XXXX XXX Xxxxx	Xxxx	00000	15/05/20	0,0001	500000	10	10230	18360
4	NL0009489194	N89194	X5X2	N89194FTMIBML	RBSFTMIBSLML17700AB18054E150520	XXXX XXX Xxxxx	Xxxx	00000	15/05/20	0,0001	600000	10	9110	18054
5	NL0009489186	X00000	X0X0	X00000XXX00XX	RBSEUS50SLML2400AB2472E150520	Euro Stoxx 50 Index	Bull	2400	15/05/20	0,001	400000	10	7910	2472
6	NL0009489178	X00000	X0X0	X00000XXX00XX	RBSEUS50SLML2300AB2369E150520	Euro Stoxx 50 Index	Bull	2300	15/05/20	0,001	400000	10	6010	2369
7	NL0009489251	N89251	X5X5	X00000XXXXX	XXXXXXXXXX00000XX00000X000000	DJ Industrial Average Index	Bear	12000	15/05/20	0,0001	1000000	10	18090	11640
8	NL0009489236	N89236	X5X6	N89236FTMIBMS	RBSFTMIBSLMS22300AB21854E150520	FTSE MIB Index	Bear	22300	15/05/20	0,0001	400000	10	13480	21854
9	NL0009489244	N89244	X5X7	N89244FTMIBMS	RBSFTMIBSLMS22800AB22344E150520	FTSE MIB Index	Bear	22800	15/05/20	0,0001	400000	10	10620	22344
10	NL0009489277	X00000	X0X0	X00000X000XX	RBSN225SLMS11500AB11155E150520	Nikkei 225 Index	Bear	11500	15/05/20	0,01	900000	10	17590	11155
11	NL0009489269	X00000	X0X0	X00000XXXXX	RBSRDXSLMS1700AB1530E150520	Russian Dep Index	Bear	1700	15/05/20	0,001	500000	10	9180	1530

Final Terms

Dated 17 June 2010

The Royal Bank of Scotland N.V.

(incorporated in The Netherlands with its statutory seat in Amsterdam)

500,000 FTSE MIB Index Mini Future Long Certificates Indicative Issue Price: EUR 0.188

500,000 FTSE MIB Index Mini Future Long Certificates Indicative Issue Price: EUR 0.208

500,000 FTSE MIB Index Mini Future Long Certificates Indicative Issue Price: EUR 0.258

600,000 FTSE MIB Index Mini Future Long Certificates Indicative Issue Price: EUR 0.288

400,000 EURO STOXX 50® Mini Future Long Certificates Indicative Issue Price: EUR 0.316

400,000 EURO STOXX 50® Mini Future Long Certificates Indicative Issue Price: EUR 0.416

The Securities have not been registered under the United States Securities Act of 1933, as amended (the Securities Act)

or the securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (i) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (ii) only with respect to the Equity Certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the

Securities Act). Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.

These Final Terms, the Certificates Base Prospectus, as supplemented from time to time and any additional information with regard to FTSE MIB Index Mini Future Long Certificates, EURO STOXX 50® Mini Future Long Certificates shall be published on the Issuer's website: xxx.xxxxxxx.xx/xxxxxxx

Final Terms

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 1 July 2009 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx and copies may be obtained from the Issuer at that address.

These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.

The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority, the Czech National Bank (CNB) and Comisia Nationala a Valorilor Mobiliare (CNVM) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” and “Risk Factors – Actions taken by the Issuer may affect the value of the Securities” in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.

Issuer: The Royal Bank of Scotland N.V., acting through its principal office at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A./N.V. as operator of the Euroclear system, Clearstream Banking, société anonyme

Form of the Securities: Dematerialised Form

Launch Date: 18 June 2010

Subscription Period: Not Applicable

As, if and when issued trading: Not Applicable

Issue Date: 18 June 2010

Listing: Italian Stock Exchange (Sedex)

Listing Date: The Issue Date or as soon as practicable thereafter

Pricing Date: Not Applicable

Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date

Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland N.V., London branch, 000

Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Registrar: None

Agent(s): BNP Paribas Milan

Calculation Agent: The Royal Bank of Scotland N.V., London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Indication of Yield: Not Applicable

Index Express Certificates

Series: FTSE MIB Index Mini Future Long Certificates

Issue Price: EUR 0.188 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 19,074 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 2%

Current Spread: 2.5%

Current Strike Level: Subject to adjustment in accordance with Product Condition 4, an amount (which shall be deemed to be a monetary value in the Underlying Currency) determined by the Calculation Agent, on each Exchange Business Day, in accordance with the following formula:

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The Current Strike Level on the Launch Date shall be 18,700 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount (which shall be deemed to be a monetary value in the Underlying Currency) as determined by or on behalf of the Calculation Agent to be the lowest level of the Index on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

subject to any adjustment in accordance with Product Condition 4, the Reference Price is equal to or lower than the Current Barrier Level on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event)

Where:

the Calculation Agent, no such level can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the level of the Index, on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Event would have been) a trading day on the Italian Stock Exchange, or any successor to that exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the "opening-auction price" of each Share that comprises the relevant Index on the Exchange

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: "or it has otherwise become undesirable, for any reason," and by deleting the following words in the final sentence "may" and "but are not limited to,";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

"Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.";

(11) General Condition 8 is deleted in its entirety and replaced with the following:

"SUBSTITUTION: (a) Substitution of Issuer. The Issuer may at any time without the consent of the Holders substitute for itself as issuer of the Securities with regard to any and all rights, obligations and liabilities under and in connection with the Securities: (A) The Royal Bank of Scotland plc, registered in Scotland under No. 90312, with its registered office at 00 Xx Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, ("RBS" or the "Substitute") subject to the Issuer having given at least 30 days' prior notice of the date of such substitution to the Holders in accordance with General Condition 4; or (B) any entity being any subsidiary or affiliate of RBS other than RBS (also, the "Substitute"), subject to: (i) the Issuer having given at least 30 days' prior notice of the date of such substitution to the Holders in accordance with General Condition 4; and (ii) the Issuer or RBS having issued a legal, valid and binding guarantee of the obligations and liabilities of the Substitute under the Securities for the benefit of each and any of the Holders; and in each case (A) and (B) subject to all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Securities represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and being in full force and effect. In the event of any substitution of the Issuer, any reference in the Conditions to the Issuer shall from such time be construed as a reference to the Substitute. (b) Substitution of Office. The Issuer shall have the right upon notice to the Holders in accordance with General Condition 4 to change the office through which it is acting and shall specify the date of such change in such notice.";

event if it considers it appropriate to do so. The Calculation Agent shall, as soon as practicable after receipt of any written request to do so, advise a Holder of any determination made by it pursuant to this Product Condition 4 on or before the date of receipt of such request. The Calculation Agent shall make available for inspection by Holders copies of any such determinations. In making any such determinations or calculations, the Calculation Agent shall act at all times in good faith and a commercially reasonable manner, with an aim of neutralising the distorting effects of such event."

(13) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Prevailing Rate" from Product Condition 1 in its entirety and replacing it with the following:

"Prevailing Rate" means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;";

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Trading Day" from Product Condition 1 in its entirety and replacing it with the following:

"Trading Day" means, in relation to the Index, any day on which the Index Sponsor should calculate and publish the relevant level of the Index according to its rules;";

(15) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

"Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

Amendments to the Offering Procedure for the Securities:

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank";

(20) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank"; and

(21) Product Conditions - Relating to Index Express Certificates, the definition of Market Disruption Event in Product Condition 4(a) is amended by deleting from the first sentence the words "that ends at the official close" and replacing them with the words "starting from the official opening".

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the "Dichiarazione di Rinuncia") to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the FTSE MIB Index Mini Future Long Certificates (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the Valuation Date or Issuer Call Date, as applicable.

None

ISIN: NL0009489228

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity

Information on the Underlying

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.

Bloomberg code: FTSEMIB <INDEX>

Website: xxx.xxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore

Index disclaimer(s): "FTSE" is a trademark of the London Stock Exchange Plc and The Financial Times Limited and is used by FTSE International Limited ("FTSE") under licence. The Royal Bank of Scotland N.V. is licensed by FTSE to redistribute the FTSE MIB. All rights in and to the FTSE MIB vest in FTSE and/or its licensors. All information is provided for reference only. Neither FTSE nor its licensors shall be responsible for any error or omission in the FTSE MIB.

Additional Information

The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Certificates.

Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Certificateholder is (i) an individual not engaged in an entrepreneurial activity to which the Certificates are connected, (ii) a non commercial partnership, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of the Certificates are subject to a 12.5 per cent substitute tax (imposta sostitutiva).

Particular provisions apply to Certificates held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Certificates ; (2) under the "risparmio gestito" regime any capital gains realised by the Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Certificates, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary.

Where an Italian resident Certificateholder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Certificates are effectively connected, capital gains arising from the Certificates will not be subject to imposta sostitutiva, but must be included in the relevant Certificateholder's income tax return and are therefore subject to Italian corporate tax.

Capital gains realised by non-Italian resident Certificateholders are not subject to Italian taxation, provided that the Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.

It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Certificates would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of

30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Certificates may be subject to an Italian withholding tax, levied at the rate of 27 per cent. The 27 per cent. withholding tax mentioned above does not apply to payments made to a non-Italian resident Certificateholder and to an Italian resident Certificateholder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.

Series: FTSE MIB Index Mini Future Long Certificates

Issue Price: EUR 0.208 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 18,870 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 2%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 18,500 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

Where:

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

“Reference Price” means an amount (which shall be deemed to be a monetary value in the Underlying Currency) equal to the level of the Index at any time on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such level can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the level of the Index, on such date having regard to the then prevailing market conditions, the last reported trading

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the "opening-auction price" of each Share that comprises the relevant Index on the Exchange

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

inspection by Holders copies of any such determinations. In making any such determinations or calculations, the Calculation Agent shall act at all times in good faith and a commercially reasonable manner, with an aim of neutralising the distorting effects of such event."

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Trading Day" from Product Condition 1 in its entirety and replacing it with the following:

"Trading Day" means, in relation to the Index, any day on which the Index Sponsor should calculate and publish the relevant level of the Index according to its rules;";

(15) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following

Amendments to the Offering Procedure for the Securities:

words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank";

(20) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank"; and

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

None

ISIN: NL0009489210

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the

Bloomberg code: FTSEMIB <INDEX>

Website: xxx.xxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Underlying and its volatility can be obtained:

Italian Newspaper: Il Sole 24 Ore

Additional Information

Series: FTSE MIB Index Mini Future Long Certificates

Issue Price: EUR 0.258 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 18,360 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 2%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 18,000 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

Where:

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the "opening-auction price" of each Share that comprises the relevant Index on the Exchange

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Trading Day" from Product Condition 1 in its entirety and replacing it with the following:

"Trading Day" means, in relation to the Index, any day on which the Index Sponsor should calculate and publish the relevant level of the Index according to its rules;";

(15) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following

Amendments to the Offering Procedure for the Securities:

words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank";

(20) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank"; and

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

None

ISIN: NL0009489202

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the

Bloomberg code: FTSEMIB <INDEX>

Website: xxx.xxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Underlying and its volatility can be obtained:

Italian Newspaper: Il Sole 24 Ore

Additional Information

Series: FTSE MIB Index Mini Future Long Certificates

Issue Price: EUR 0.288 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 18,054 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 2%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 17,700 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

Where:

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the "opening-auction price" of each Share that comprises the relevant Index on the Exchange

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Trading Day" from Product Condition 1 in its entirety and replacing it with the following:

"Trading Day" means, in relation to the Index, any day on which the Index Sponsor should calculate and publish the relevant level of the Index according to its rules;";

(15) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following

Amendments to the Offering Procedure for the Securities:

words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank";

(20) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank"; and

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

None

ISIN: NL0009489194

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the

Bloomberg code: FTSEMIB <INDEX>

Website: xxx.xxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Underlying and its volatility can be obtained:

Italian Newspaper: Il Sole 24 Ore

Additional Information

Series: EURO STOXX 50® Mini Future Long Certificates

Issue Price: EUR 0.316 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 2,472 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 3%

Current Spread: 2%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 2,400 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

Where:

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: EURO STOXX 50® (Bloomberg code: SX5E)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the closing level of the relevant Index

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(15) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank"; and

Amendments to the Offering Procedure for the Securities:

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank".

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the "Dichiarazione di Rinuncia") to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex B to the Final Terms and containing all the key characteristics of the EURO STOXX 50® Mini Future Long Certificates (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable.

None

ISIN: NL0009489186

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: SX5E <INDEX>

Website: xxx.xxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore

Index disclaimer(s): STOXX and Xxx Xxxxx have no relationship to the The Royal Bank of Scotland N.V., other than the licensing of the Dow Xxxxx Euro STOXX 50 Index® and the related trademarks for use in connection with the Securities. STOXX and Dow Xxxxx do not: Sponsor, endorse, sell or promote the Securities. Recommend that any person invest in the Securities or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities. Have any responsibility

or liability for the administration, management or marketing of the Securities. Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Euro Stoxx 50 Index® or have any obligation to do so. STOXX and Xxx Xxxxx will not have any liability in connection with Securities. Specifically, STOXX and Dow Xxxxx do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Euro STOXX 50 Index® and the data included in the Euro STOXX 50 Index®; The accuracy or completeness of the Euro STOXX 50 Index® and its data; The merchantability and the fitness for a particular purpose or use of the Euro STOXX 50 Index® and its data; STOXX and Dow Xxxxx will have no liability for any errors, omissions or interruptions in the Euro STOXX 50 Index® or its data; Under no circumstances will STOXX or Xxx Xxxxx be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Xxxxx knows that they might occur. The licensing agreement between the The Royal Bank of Scotland N.V. and STOXX is solely for their benefit and not for the benefit of the owner of the Securities or any other third parties.

Additional Information

Series: EURO STOXX 50® Mini Future Long Certificates

Issue Price: EUR 0.416 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 2,369 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 3%

Current Spread: 2%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 2,300 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

Where:

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: EURO STOXX 50® (Bloomberg code: SX5E)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the closing level of the relevant Index

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(15) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank"; and

Amendments to the Offering Procedure for the Securities:

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank".

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the "Dichiarazione di Rinuncia") to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex B to the Final Terms and containing all the key characteristics of the EURO STOXX 50® Mini Future Long Certificates (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable.

None

ISIN: NL0009489178

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: SX5E <INDEX>

Website: xxx.xxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore

Additional Information

Responsibility

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

Annex A

Modulo - Dichiarazione di rinuncia all'esercizio

(Facsimile)

"FTSE MIB Index Mini Future Long Certificates"

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

The Royal Bank of Scotland N.V. Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

"FTSE MIB Index Mini Future Long Certificates" (di seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia) (Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex B

Modulo - Dichiarazione di rinuncia all'esercizio

(Facsimile)

"EURO STOXX 50® Mini Future Long Certificates"

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

The Royal Bank of Scotland N.V. Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

"EURO STOXX 50® Mini Future Long Certificates" (di seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia) (Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Final Terms

Dated 17 June 2010

The Royal Bank of Scotland N.V.

(incorporated in The Netherlands with its statutory seat in Amsterdam)

1,000,000 Dow Xxxxx Industrial Average Index Mini Future Short Certificates Indicative Issue Price: EUR 0.129

400,000 FTSE MIB Index Mini Future Short Certificates Indicative Issue Price: EUR 0.172

400,000 FTSE MIB Index Mini Future Short Certificates Indicative Issue Price: EUR 0.222

900,000 Nikkei 225® Mini Future Short Certificates Indicative Issue Price: EUR 0.14

500,000 RDX Index Mini Future Short Certificates Indicative Issue Price: EUR 0.272

The Securities have not been registered under the United States Securities Act of 1933, as amended (the Securities Act)

These Final Terms, the Certificates Base Prospectus, as supplemented from time to time and any additional information with regard to Dow Xxxxx Industrial Average Index Mini Future Short Certificates, FTSE MIB Index Mini Future Short Certificates, Nikkei 225® Mini Future Short Certificates, RDX Index Mini Future Short Certificates shall be published on the Issuer's website: xxx.xxxxxxx.xx/xxxxxxx

Final Terms

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 1 July 2009 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx and copies may be obtained from the Issuer at that address.

These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.

The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority, the Czech National Bank (CNB) and Comisia Nationala a Valorilor Mobiliare (CNVM) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” and “Risk Factors – Actions taken by the Issuer may affect the value of the Securities” in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.

Issuer: The Royal Bank of Scotland N.V., acting through its principal office at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A./N.V. as operator of the Euroclear system, Clearstream Banking, société anonyme

Form of the Securities: Dematerialised Form

Launch Date: 18 June 2010

Subscription Period: Not Applicable

As, if and when issued trading: Not Applicable

Issue Date: 18 June 2010

Listing: Italian Stock Exchange (Sedex)

Listing Date: The Issue Date or as soon as practicable thereafter

Pricing Date: Not Applicable

Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date

Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland N.V., London branch, 000

Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Registrar: None

Agent(s): BNP Paribas Milan

Calculation Agent: The Royal Bank of Scotland N.V., London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Indication of Yield: Not Applicable

Index Express Certificates

Series: Dow Xxxxx Industrial Average Index Mini Future Short Certificates

Issue Price: EUR 0.129 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded downwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be USD 11,640 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 3%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The Current Strike Level on the Launch Date shall be 12,000 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Current Strike Level on the Termination Date - Early Termination Reference Price) x Entitlement

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount (which shall be deemed to be a monetary value in the Underlying Currency) as determined by or on behalf of the Calculation Agent to be the highest level of the Index on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

subject to any adjustment in accordance with Product Condition 4, the Reference Price is equal to or greater than the Current Barrier Level on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event)

Where:

“Reference Price” means an amount (which shall be deemed to be a monetary value in the Underlying Currency) equal to the level of the Index at any time on a Trading Day, as determined by or

on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such level can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the level of the Index, on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Not Applicable

Express Short: Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: Dow Xxxxx Industrial Average Index (Bloomberg code: DJI)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: USD

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the closing level of the relevant Index

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(12) Product Conditions - Relating to Express Certificates are amended by deleting Product Condition 4(d) in its entirety and replacing it with the following: "The Calculation Agent may make adjustments to the Conditions in order to account for any such event if it considers it appropriate to do so. The Calculation Agent shall, as soon as practicable after receipt of any written request to do so, advise a Holder of any determination made by it pursuant to this Product Condition 4 on or before the date of receipt of such request. The Calculation Agent shall make available for inspection by Holders copies of any such determinations. In making any such determinations or calculations, the Calculation Agent shall act at all times in good faith and a commercially reasonable manner, with an aim of neutralising the distorting effects of such event."

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(15) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

Amendments to the Offering Procedure for the Securities:

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank"; and

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank".

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the "Dichiarazione di Rinuncia") to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the Dow Xxxxx Industrial Average Index Mini Future Short Certificates (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable.

None

ISIN: NL0009489251

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: DJI <INDEX>

Website: xxx.xxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore

Index disclaimer(s): (i) "Dow Xxxxx" and "DJ Industrial Average Index" are service marks of Dow Xxxxx & Company, Inc. and have been licensed for use for certain purposes by The Royal Bank of Scotland N.V. The Royal Bank of Scotland's Securities based on the DJ Industrial Average Index, are not sponsored, endorsed, sold or promoted by Xxx Xxxxx, and Xxx Xxxxx makes no representation regarding the advisability of investing in such product(s). (ii) "Dow Xxxxx", "Dow Xxxxx Industrial Global IndexesSM" are service marks of Dow Xxxxx & Company, Inc. Dow Xxxxx has no relationship to the Royal Bank of Scotland N.V., other than the licensing of the Dow Xxxxx Industrial Average (DJIA) and its service marks for use in connection with the Securities. The Securities are not sponsored, endorsed, sold or promoted by Xxx Xxxxx or any of its licensors. Neither Dow Xxxxx nor any of its licensors makes any representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly. The only relationship of Dow Xxxxx and its licensors to the Licensee is the licensing of certain trademarks, trade names and service marks and of the DJ Industrial Average Index, which is determined, composed and calculated without regard to The Royal Bank of Scotland N.V. or the Securities. Neither Dow Xxxxx nor any of its licensors has any obligation to take the needs of The Royal Bank of Scotland N.v. or the owners of the Securities into consideration in determining, composing or calculating DJ Industrial Average Index. Neither Dow Xxxxx nor any of its licensors is responsible for or has participated in the determination of the timing of, prices at, or quantities of the Securities to be issued or in the determination or calculation of the equation by which the Securities are to be converted into cash. None of Dow Xxxxx or any of its licensors has any obligation or liability in connection with the administration, marketing or trading of the Securities. DOW XXXXX AND ITS LICENSORS DO NOT GUARANTEE THE ACCURACY AND/OR

THE COMPLETENESS OF THE DJ Industrial Average Index OR

ANY DATA RELATED THERETO AND NONE OF DOW XXXXX NOR ANY OF ITS LICENSORS SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW XXXXX AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ROYAL BANK OF SCOTLAND N.V., OWNERS OF THE Securities, OR ANY OTHER PERSON OR

ENTITY FROM THE USE OF THE DJ Industrial Average Index OR ANY DATA RELATED THERETO. NONE OF DOW XXXXX OR ITS LICENSORS MAKES 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 DJ

Industrial Average Index OR ANY DATA RELATED THERETO.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW XXXXX OR ANY OF ITS LICENSORS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. EXCEPT FOR THE LICENSORS, THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW XXXXX AND THE ROYAL BANK OF SCOTLAND N.V.

Additional Information

Series: FTSE MIB Index Mini Future Short Certificates

Issue Price: EUR 0.172 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded downwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 21,854 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 2%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 22,300 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Current Strike Level on the Termination Date - Early Termination Reference Price) x Entitlement

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount (which shall be deemed to be a monetary value in the Underlying Currency) as determined by or on behalf of the Calculation Agent to be the highest level of the Index on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Not Applicable

Express Short: Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month

Settlement Currency: EUR

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): The Exercise Date

Valuation Time: The time with reference to which the Index Sponsor calculates the "opening-auction price" of each Share that comprises the relevant Index on the Exchange

Amendments to General Conditions and/or Product Conditions:

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(3) General Condition 5(b)(i) is deleted and replaced with the words: "Intentionally left blank";

(4) General Condition 5(b)(ii) is deleted and replaced with the words: "Intentionally left blank";

(5) General Condition 5(b)(iv) is deleted and replaced with the words: "Intentionally left blank";

(6) General Condition 5(b)(v) is deleted and replaced with the words: "Intentionally left blank";

(7) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: "less the cost to the Issuer of unwinding any related hedging arrangements";

(8) General Condition 5(d) is deleted and replaced with the words: "Intentionally left blank";

(9) General Condition 7(a) (ii) (iii) and (iv) are deleted and replaced with the words: "Intentionally left blank";

(10) General Condition 7(b) is deleted in its entirety and replaced with the following:

(11) General Condition 8 is deleted in its entirety and replaced with the following:

(14) Product Conditions - Relating to Index Express Certificates are amended by deleting the definition of "Trading Day" from Product Condition 1 in its entirety and replacing it with the following:

"Trading Day" means, in relation to the Index, any day on which the Index Sponsor should calculate and publish the relevant level of the Index according to its rules;";

(15) Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

(i) The Cash Amount; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.";

(16) Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: "Intentionally left blank";

(17) Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: "Intentionally left blank";

(18) Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following

Amendments to the Offering Procedure for the Securities:

words: "for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice";

(19) Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: "Intentionally left blank";

(20) Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: "Intentionally left blank"; and

(B) "Renunciation of payment of the Cash Amount and Issuer Call Cash Amount"

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the "Dichiarazione di Rinuncia") to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex B to the Final Terms and containing all the key characteristics of the FTSE MIB Index Mini Future Short Certificates (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the Valuation Date or Issuer Call Date, as applicable.

None

ISIN: NL0009489236

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

Information on the Underlying

Page where information about the past and future performance of the

Bloomberg code: FTSEMIB <INDEX>

Website: xxx.xxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Underlying and its volatility can be obtained:

Italian Newspaper: Il Sole 24 Ore

Additional Information

Series: FTSE MIB Index Mini Future Short Certificates

Issue Price: EUR 0.222 (Indicative) Additional Market Disruption Events: None

Basket: Not Applicable

Business Day: As stated in Product Condition 1

Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Where:

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded downwards to the next whole unit in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 22,344 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

Current Premium: 2%

Current Spread: 2.5%

(a) the Current Strike Level on the previous Exchange Business Day; plus

(b) Funding Cost; and minus

The Current Strike Level will be rounded to the nearest whole unit in the Underlying Currency, 0.5 being rounded upwards. The

Current Strike Level on the Launch Date shall be 22,800 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00

p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Current Strike Level on the Termination Date - Early Termination Reference Price) x Entitlement

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount (which shall be deemed to be a monetary value in the Underlying Currency) as determined by or on behalf of the Calculation Agent to be the highest level of the Index on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and

Where:

price of the Shares, and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.0001

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption

Exercise Date: 15 May 2020

Express Long: Not Applicable

Express Short: Applicable

Final Reference Price: The Reference Price at the Valuation Time on the Valuation Date

or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1

Index: FTSE MIB Index (Bloomberg code: FTSEMIB)

Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable

Interest Period: Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance

with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

(Current Strike Level - Final Reference Price) x Entitlement

Issuer Call Commencement Date: The first Business Day immediately following the one year period

from (and including) the Launch Date

Issuer Call Notice Period: One calendar month

Launch Date: 18 June 2010

Notional Dividend Amount: Not Applicable

Notional Dividend Period: Not Applicable

Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:

Early Termination Date: Not Applicable

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Table of Contents

AVVISO n.10364 24 Giugno 2010 SeDeX − LEV. CERTIFICATES

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