SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-I(Amendment No. 4)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

National Westminster Bank PLC (Name of Subject Company (Issuer) and Filing Person (Offeror))

a wholly-owned subsidiary of

The Royal Bank of Scotland Group plc

American Depositary Shares, each representing one Non-Cumulative Dollar Preference Share of $25 each, Series C	638539882
(Title of Classes of Securities)	(CUSIP Number of Class of Securities (Underlying Common Stock))

Miller McLean
Group General Counsel and Group Secretary
RBS Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
Tel: +44 (0) 131 523 2333
 Fax: +44 (0) 131 626 3081
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to

Jeffrey C. Cohen, Esq.
Tom B. Shropshire, Jr. , Esq.
Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: +1 (212) 903 9000
Fax: +1 (212) 903 9100

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (1)(2)(3)
$232,992,000	$16,612.33

(1)Estimated solely for purposes of determining the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the Transaction Valuation was calculated assuming that a maximum of 10,800,000 of the outstanding American Depositary Shares, Series C, each representing one 7.760% Non-Cumulative Dollar Preference Share, Series C, issued by National Westminster Bank PLC are being purchased at a purchase price of $21.25 per American Depositary Share, plus accrued dividend, interest or other periodic distributions, resulting in an aggregate purchase price of $232,992,000. The aggregate purchase price for such American Depositary Shares was included as part of the transaction valuation calculation for the Schedule TO-I filed on April 6, 2010 by The Royal Bank of Scotland Group plc, and The Royal Bank of Scotland Group plc paid the filing fee related to such American Depositary Shares concurrently with the payment of its filing fee related to its own Schedule TO-I filed on April 6, 2010.

(2)The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) and Fee Rate Advisory No. 5 for fiscal year 2010 issued by the Securities and Exchange Commission, equals $71.30 per million of the value of the transaction.

(3)Previously paid.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $16,612.33	Filing Party:  The Royal Bank of Scotland Group plc
Form or Registration No.: Schedule TO-I	Date Filed:     April 6, 2010

oCheck the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

othird-party tender offer subject to Rule 14d-1.

xissue tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

Unless otherwise defined herein, capitalized terms used in this Schedule TO-I shall have the meaning given to them in the Offer to Purchase, which is attached hereto as Exhibit 99.(a)(1)(A).

This Amendment No. 4 to the Issuer Tender Offer Statement on Schedule TO-I, as amended and supplemented, (“Schedule TO-I”) hereby amends the Schedule TO-I originally filed with the U.S. Securities and Exchange Commission on April 6, 2010 by National Westminster Bank PLC (a public limited company incorporated in England and Wales under the Companies Acts 1948 to 1980 and registered with Registration No. 929027) (“NatWest”) in connection with NatWest’s offer to purchase for cash its American Depositary Shares, each representing one Non-Cumulative Dollar Preference Share of $25 each, Series C (the “Series C ADSs”), subject to the terms and conditions described in the Summary Term Sheet under Item 1 hereto. Such offer is described in the Offer to Purchase dated April 6, 2010, as amended and supplemented, (the “Offer to Purchase”) and the accompanying letter of transmittal, as amended and supplemented, (the “Letter of Transmittal”). NatWest is offering to purchase the Series C ADSs at a Tender Offer Consideration of $25 per Security, plus Accrued Distributions (as defined in the Offer to Purchase), if any.

ITEM 11.

Item 11 of the Schedule TO-I is hereby amended and supplemented by adding the following to the end thereof:

On May 6, 2010, NatWest and The Royal Bank of Scotland Group plc issued a press release announcing the final results of the Tender Offer, which expired at 12:00 midnight, New York City time, on May 3, 2010. A copy of the press release is filed as Exhibit 99.(a)(5)(C) and is incorporated herein by reference.

ITEM 12.

Item 12 of the Schedule TO-I is hereby amended and supplemented by adding thereto the following exhibit:

99.(a)(5)(C) Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated May 6, 2010.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

By:	/s/ David O’Loan
	Name:	David O’Loan
	Title:	Deputy Group Treasurer
	Date: May 6, 2010

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EXHIBIT INDEX

99.(a)(1)(A)	Offer to Purchase, dated April 6, 2010*
99.(a)(1)(B)	Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 *
99.(a)(1)(C)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
99.(a)(1)(D)	Letter to Clients*
99.(a)(5)	Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated April 6, 2010.*
99.(a)(5)(A)	Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated April 28, 2010.**
99.(a)(5)(B)	Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated May 4, 2010.***
99.(a)(5)(C)	Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated May 6, 2010.
99.(b)	Not Applicable.
99.(d)	Not Applicable.
99.(g)	Not Applicable.
99.(h)	Not Applicable.

* Previously filed with the Schedule TO-I on April 6, 2010.

**Previously filed with the Schedule TO-I on April 28, 2010.

***Previously filed with the Schedule TO-I on May 4, 2010.

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EX-99.(A)(5)(C)

Exhibit 99.(a)(5)(C)

Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN JAPAN, AUSTRALIA OR THE REPUBLIC OF ITALY

(SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW)

May 6, 2010

THE ROYAL BANK OF SCOTLAND GROUP PLC AND NATIONAL WESTMINSTER BANK PUBLIC LIMITED COMPANY ANNOUNCE FINAL RESULTS OF THEIR TENDER OFFER

Further to the announcement on May 4, 2010, The Royal Bank of Scotland Group plc (“RBSG”) and National Westminster Bank Public Limited Company (“NatWest” and, together with RBSG, the “Offerors”) announced today the final results of their tender offer (the “Tender Offer”) for the outstanding securities of each series listed in the table at the end of this press release (collectively, the “Securities”) issued by RBSG, NatWest and certain of their affiliates. The Tender Offer expired at 12:00 midnight, New York City time, on May 3, 2010 (which was the end of the day of May 3, 2010) (the “Expiration Time”).  Settlement of the Tender Offer will occur today.

Capitalized terms not otherwise defined in this press release have the same meaning assigned to them in the Offer to Purchase dated April 6, 2010, as amended and supplemented from time to time (the “Offer to Purchase”) relating to the Tender Offer.

Final Results of the Tender Offer

An aggregate face amount of $3,904,266,527.60 of the outstanding Securities was validly tendered and not validly withdrawn. The table at the end of this release sets forth in detail the amount of Securities of each series validly tendered as of the Expiration Time. Securities that were not successfully tendered for purchase pursuant to the Tender Offer at or prior to the Expiration Time will remain outstanding following the Tender Offer.

RBSG and NatWest will today accept for purchase validly tendered Securities in an aggregate face amount of $3,199,976,525. The last series of Securities at which at least some, if not all, Securities will be accepted in the Tender Offer without exceeding the Aggregate Offer Limit is the series at Acceptance Priority Level 14. RBSG will accept a portion of the validly tendered Securities in such series on a pro rata basis, since the acceptance of all tendered Securities of such series would cause the Aggregate Offer Limit to be exceeded by more than $150,000,000. For the series of Securities with Acceptance Priority Level 14, an aggregate face amount of $175,407,000 was validly tendered, and after applying a proration factor 2.4967504% in accordance with the Aggregate Offer Limit and required rounding, an aggregate face amount of $4,356,000 will be accepted for purchase. For the series of Securities with Acceptance Priority Level 8, an aggregate face amount of $487,090,000 was validly tendered but, as provided for in the Offer to Purchase, since such amount is not divisible by $100,000, $90,000 was not accepted for purchase as determined by lot, resulting in an aggregate face amount of $487,000,000 being accepted.

On the date hereof, the Tender Agent will arrange for all purchased Securities to be transferred to or to the order of the relevant Offeror (in the case of the RBSG ADSs and NatWest Series C ADSs, having first been transferred on trust to the Preference Share Trustee), and the Offerors will deliver to the Tender Agent for delivery to tendering holders the amount of cash necessary to pay to each holder of Securitiesan amount equal to the sum of the applicable Tender Offer Consideration plus, in each case, Accrued Distributions. This will result in an aggregate purchase price for the tendered Securities of $1,910,427,352.37.

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The table below sets out (i) the aggregate face amount of each series of Securities that has been accepted for purchase, (ii) the aggregate face amount of each series of Securities outstanding following the Tender Offer, (iii) the Tender Offer Consideration to be paid for each series of Securities and (iv) the Accrued Distributions to be paid for each series of Securities:

Securities Code	Acceptance Priority Level	Offeror	Title of Securities	Face Amount per Security	Aggregate Face Amount Accepted for Purchase	Aggregate Face Amount Outstanding Following the Tender Offer(1)	Tender Offer Consideration(2) per Security or as a percentage of Face Amount Accepted	Accrued Distributions per Face Amount
ISIN: US7800977479 CUSIP: 780097747	1	RBSG	ADSs, Series R, representing 6.125% Non-cumulative Dollar Preference Shares, Series R, issued by RBSG on December 27, 2006	$25	$395,901,700.00	$254,098,300.00	$14.00 per Security	$0.153125
ISIN: US7800977628 CUSIP: 780097762	2	RBSG	ADSs, Series P, representing 6.250% Non-cumulative Dollar Preference Shares, Series P, issued by RBSG on November 9, 2005	$25	$302,917,325.00	$247,082,675.00	$14.00 per Security	$0.156250
ISIN: US7800977966 CUSIP: 780097796	3	RBSG	ADSs, Series M, representing 6.400% Non-cumulative Dollar Preference Shares, Series M, issued by RBSG on August 26, 2004	$25	$346,853,275.00	$578,146,725.00	$14.00 per Security	$0.160000
ISIN: US7800977701 CUSIP: 780097770	4	RBSG	ADSs, Series N, representing 6.350% Non-cumulative Dollar Preference Shares, Series N, issued by RBSG on May 19, 2005	$25	$447,171,000.00	$552,829,000.00	$14.00 per Security	$0.158750
ISIN: US7800977396 CUSIP: 780097739	5	RBSG	ADSs, Series S, representing 6.600% Non-cumulative Dollar Preference Shares, Series S, issued by RBSG on June 28, 2007	$25	$288,774,000.00	$661,226,000.00	$14.00 per Security	$0.165000
ISIN: US7800977545 CUSIP: 780097754	6	RBSG	ADSs, Series Q, representing 6.750% Non-cumulative Dollar Preference Shares, Series Q, issued by RBSG on May 25, 2006	$25	$158,826,550.00	$516,173,450.00	$14.00 per Security	$0.168750
ISIN: US7800977131 CUSIP: 780097713	7	RBSG	ADSs, Series T, representing 7.250% Non-cumulative Dollar Preference Shares, Series T, issued by RBSG on September 27, 2007	$25	$318,854,025.00	$1,281,145,975.00	$14.75 per Security	$0.181250
ISIN: US780097AU54 CUSIP: 780097AU5	8	RBSG	ADSs, Series U, representing 7.640% Non-cumulative Dollar Preference Shares, Series U, issued by RBSG on October 4, 2007	$100,000	$487,000,000.00	$1,013,000,000.00	66% per face amount	$764.000000
ISIN: US7800977883 CUSIP: 780097788	9	RBSG	ADSs, Series L, representing 5.750% Series L Category II Non-cumulative Dollar Preference Shares, issued by RBSG on June 23, 2003	$25	$99,303,075.00	$750,696,925.00	$16.25 per Security	$0.143750
ISIN: US7800978790 CUSIP: 780097879	10	RBSG	ADSs, Series H, representing 7.250% Non-cumulative Dollar Preference Shares, Series H, issued by RBSG on February 8, 1999	$25	$57,808,650.00	$242,191,350.00	$19.25 per Security	$0.181250
ISIN: US7800978048 CUSIP: 780097804	11	RBSG	ADSs, Series F, representing 7.650% Non-cumulative Dollar Preference Shares, Series F, issued by RBSG on March 26, 1997	$25	$43,614,800.00	$156,385,200.00	$20.00 per Security	$0.191250
ISIN: US6385398820 CUSIP: 638539882	12	NatWest	ADSs, Series C, representing 7.760% Non-cumulative Dollar Preference Shares, Series C, issued by NatWest on April 8, 1997	$25	$54,270,125.00	$245,729,875.00	$21.25 per Security	$0.107820

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Securities Code	Acceptance Priority Level	Offeror	Title of Securities	Face Amount per Security	Aggregate Face Amount Accepted for Purchase	Aggregate Face Amount Outstanding Following the Tender Offer(1)	Tender Offer Consideration(2) per Security or as a percentage of Face Amount Accepted	Accrued Distributions per Face Amount
ISIN: US74927FAA93 CUSIP: 74927FAA9	13	RBSG	Floating Rate Non-cumulative Trust Preferred Securities issued by RBS Capital Trust IV on August 24, 2004 and September 27, 2004	$1,000	$194,326,000.00	$275,875,000.00	52% per face amount	$1.090130
ISIN: US749274AA41 CUSIP: 749274AA4	14	RBSG	4.709% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust I on May 21, 2003	$1,000	$4,356,000.00	$317,570,000.00	66% per face amount	$16.481500
ISIN: US74927QAA58 CUSIP: 74927QAA5	15	RBSG	5.512% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust III on August 24, 2004	$1,000	$0.00	$356,527,000.00	66% per face amount	$0.00
ISIN: US74927PAA75 CUSIP: 74927PAA7	16	RBSG	6.425% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust II on December 10, 2003	$1,000	$0.00	$393,573,000.00	67% per face amount	$0.00
ISIN: US780097AS09 CUSIP: 780097AS0 and ISIN: XS0323865047 CUSIP: 032386504	17	RBSG	6.990% Fixed Rate/Floating Rate Preferred Capital Securities issued by RBSG on October 4, 2007	$100,000	$0.00	$563,705,000.00	74% per face amount	$0.00
ISIN: US780097AH44 CUSIP: 780097AH4	18	RBSG	7.648% Perpetual Regulatory tier One securities, Series 1 issued by RBSG on August 20, 2001	$1,000	$0.00	$761,746,000.00	86% per face amount	$0.00

(1)Excludes the aggregate face amount of such Securities held by RBSG and/or its subsidiaries following the Tender Offer.

(2)The Tender Offer Consideration does not include Accrued Distributions which will be paid by the Offerors in addition to the Tender Offer Consideration.

General Information Regarding the Tender Offer

RBS Securities Inc. acted as Global Arranger, Joint Lead Dealer Manager and Advisor, Banc of America Securities LLC acted as Lead Dealer Manager and Advisor, Morgan Stanley & Co. Incorporated acted as Lead Dealer Manager, and J.P. Morgan Securities Inc. and HSBC Securities (USA) Inc. acted as Dealer Managers. D.F. King & Co., Inc. served as information agent and BNY Mellon Shareowner Services served as tender agent.

About RBSG and NatWest

RBSG is the holding company of a large global banking and financial services group.  Headquartered in Edinburgh, RBSG operates in the United Kingdom, the United States and internationally through its two principal subsidiaries, The Royal Bank of Scotland plc (“RBS”) and NatWest.  Both RBS and NatWest are major UK clearing banks whose origins go back over 275 years. In the United States, RBSG’s subsidiary Citizens Financial Group Inc. is a large commercial banking organization.  RBSG has a large and diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers in over 50 countries.

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Offer and Distribution Restrictions

General

This press release must be read in conjunction with the Offer to Purchase and accompanying Letter of Transmittal. No offer to purchase any securities is being made pursuant to this press release. Neither this press release nor the Offer to Purchase and accompanying Letter of Transmittal constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of Securities pursuant to the Tender Offer will not be accepted from holders thereof in any jurisdiction where such invitation or tender is unlawful.

The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release and/or the Offer to Purchase and accompanying Letter of Transmittal comes are required to inform themselves about, and to observe, any such restrictions.

Italy

The Tender Offer was not made, directly or indirectly, in the Republic of Italy. The Tender Offer, this press release, the Offer to Purchase and any other documents or materials relating to the Offer have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, neither the Offer to Purchase, this press release nor any other offering material relating to the Tender Offer or the Securities was or may be distributed or made available in the Republic of Italy.

United Kingdom

The communication of (i) this press release, (ii) the Offer to Purchase, and any other documents or materials relating to the Tender Offer have not been and will not be made, and such documents and/or materials have not been and will not be approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, the documents and/or materials referred to in (ii) were not distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the documents and/or materials referred to in (i) and (ii) as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) (and any persons who do not have professional experience in matters relating to investments should not rely on such documents and/or materials) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order.

Other

The Tender Offer is subject to further distribution restrictions as more fully set out in the Offer to Purchase.

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