FWP 1 dp25805_fwp.htm FORM FWP
 


Filed pursuant to Rule 433 | Registration Statement Nos. 333-162219,
333-162219-01, 333-162193 and 333-162193-01


Founded in 1727, The Royal Bank of Scotland Group plc (RBS Group) is the
holding company of a large global banking and []nancial services group,
headquartered in Edinburgh. Globally, RBS Group has a diversi[]ed customer base
and provides a wide range of products and services to personal, commercial and
large corporate and institutional customers.

The Royal Bank of Scotland plc (RBS plc), The Royal Bank of Scotland N.V. (RBS
NV) and Citizens Financial Group, Inc. are subsidiaries of RBS Group.

Our Products

The Investor Products group within the RBS Global Banking and Markets division
delivers multi-asset investment solutions for both retail and institutional
investors. RBS products are offered across a wide range of structures and
risk-return pro[]les that are designed to cater to investors with varying
investment objectives, risk tolerance and time horizons. Our products enable
investors to diversify their investment portfolio across multiple asset classes
such as:


[] Interest rates [] Commodities      [] Hybrids and multi-asset solutions
[] Equities       [] Foreign Exchange [] Other market measures
[] Equity Indices [] Inflation


We offer innovative products designed to provide investors access to particular
investment strategies, indices and themes; we also offer customer-driven
solutions. RBS products are not[]FDIC-insured or government guaranteed.


[] Corporate Notes  [] Exchange Traded Notes (ETNs)
[] Structured Notes [] OTC derivatives


Issuer Details

You can find additional details about RBS Group (SEC file no. 1-10306) and RBS
Holdings N.V. (SEC file no. 1-14624) through information they file with the
Securities and Exchange Commission (SEC) at www.sec.gov, which you should read
before investing in RBS products.

GLOBAL SOLUTIONS WITH BROAD REACH


For broker-dealer and registered investment adviser use only. Not for
distribution to retail investors.

RBS Investor Products

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ISSUER LONG-TERM SENIOR, UNSECURED                                  About Issuer Credit Ratings
CREDIT RATINGS
AS OF AUGUST 12, 2011                                               An issuer credit rating reflects the assigning rating agency's
 opinion of the issuer's
---------------------- ------------------------------- ------------

                  S and P      Moody's                     Fitch        creditworthiness (i.e., the issuer's ability to pay on its
 obligations when they become due).
---------------- ----- ------------------------------- ------------

 RBS plc*         A+         Aa3                       AA-          It is not the rating of any RBS product issued by RBS plc or RBS
 NV.
---------------- ----- ------------------------------- ------------

 RBS NV*          A+          A2                       AA-          An issuer credit rating has no bearing on how much you may be
 entitled to be paid on an
---------------- ----- ------------------------------- ------------

 RBS Group         A          A1                       AA-          RBS product or what your return on investment may be. Your
 return on investment will depend
---------------- ----- ------------------------------- ------------

* Issuers of RBS products and subsidiaries of RBS Group.            on the terms of the particular RBS product that you buy and how
 that product performs.
A credit rating is not a recommendation to buy, sell or hold        An issuer credit rating does not enhance the performance or
 potential return on any RBS
securities. Credit ratings may be subject to revision or withdrawal
at any time by the assigning rating organization, and each rating   product. If a product or its underlying asset underperforms,
 your investment may result in a
should be evaluated independently of any other rating.              loss, which may be signi[]cant, regardless of RBS' issuer credit
 ratings.
------------------------------------------------------ ------------
 ---------------------------------------------------------------------------------------------
RBS GROUP SELECTED KEY FINANCIALS                                   About RBS Group
RISK ASSET RATIO
---------------- ----- ------------------------------- ------------

                                                                    RBS Group is the guarantor of the obligations of RBS plc, as the
 issuer, under certain
                       At December 31
---------------- ----- ------------------------------- ------------

                                                                    RBS products. The prospectus will specify if the RBS Group
 guarantee applies to your
----------------

                 2010        2009                      2008         RBS products.
                 ----- ------------------------------- ------------

 Core Tier 1     10.7%       11.0%                     6.6%
---------------- ----- ------------------------------- ------------

 Tier 1          12.9%       14.1%                     10.0%        For additional information on key []nancials and []nancial
 statements of RBS Group see
---------------- ----- ------------------------------- ------------

                                                                    RBS Group 2010 Annual Report (Form 20-F) and RBS Group Q2 2011
 interim results
                     At June 30                                     (Form[]6-K).
---------------- ------------------------------------- ------------

                 2011        2010
---------------- ----- ------------------------------- ------------

 Core Tier 1     11.1%       10.5%
---------------- ----- ------------------------------- ------------

 Tier 1          13.5%       12.8%
================ ===== =============================== ============
 ---------------------------------------------------------------------------------------------
RBS HOLDINGS N.V. SELECTED KEY                                      About RBS Holdings N.V.
FINANCIALS
RISK ASSET RATIO*                                                   RBS Holdings N.V., a subsidiary of RBS Group, is the guarantor
 of the obligations of
---------------------- ------------------------------- ------------

                       At December 31                               RBS NV, as the issuer, under certain RBS products. The
 prospectus will specify if the
---------------- ----- ------------------------------- ------------

                                                                    RBS Holdings N.V. guarantee applies to your RBS products.
                 2010        2009                      2008
---------------- ----- ------------------------------- ------------

 Core Tier 1     8.7%        16.9%                     10.1%        For additional information on key financials and financial
 statements of RBS Holdings N.V.,
---------------- ----- ------------------------------- ------------

 Tier 1          11.0%       19.9%                     10.9%        see RBS Holdings N.V. 2010 Annual Report (Form 20-F), as amended
 by Amendment No.1
---------------- ----- ------------------------------- ------------

                                                                    (Form 20-F/A).


* The ratios published for 2009 and 2008 were calculated on a Basel I basis and
reflect the inclusion of the Dutch State and Banco Santander S.A. acquired
businesses existing in the period prior to the legal separation of ABN Amro
Bank N.V. on April 1, 2010. With effect from June 30, 2010, RBS Holdings N.V.
and its consolidated subsidaries migrated to Basel II status; the ratios for
2010 are presented on a Basel II basis. See RBS Holdings N.V. 2010 Annual
Report on Form 20-F.

The Boards of RBS Group, RBS plc, RBS Holdings N.V. and RBS NV (collectively,
the RBS Entities) approved the proposed transfers of a substantial part of the
business activities of RBS NV to RBS plc, subject, amongst other matters, to
regulatory and other approvals, further tax and other analysis in respect of
the assets and liabilities to be transferred and employee consultation
procedures. It is expected that the proposed transfers will be implemented on a
phased basis over a period ending December 31, 2013. For further information,
see the press release entitled "Proposed transfers of a substantial part of the
business activities of RBS NV to RBS plc" []led on Form 6-K by RBS Group on
April 19, 2011.

CERTAIN RISK CONSIDERATIONS: An investment in RBS products involves risks,
including market risk, liquidity risk, and a possible loss of some or all of
your investment. Some RBS products do not pay coupons. Any payment on RBS
products will be subject to the ability of the relevant RBS issuer and
guarantor to pay their respective obligations when they become due. You should
carefully consider whether the RBS products are suited to your particular
circumstances before you buy them. We urge you to consult with your investment,
legal, accounting, tax and other advisors with respect to any investment in RBS
products. You should carefully read the relevant prospectus for the RBS
product, including the "Risk Factors" section in the prospectus, before
investing.

IMPORTANT NOTICE: The RBS Entities have each filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (SEC) for
offerings to which this communication may relate. Before you invest, you should
read the relevant prospectus in that registration statement and other documents
have been filed with the SEC for more complete information about the RBS
Entities and the relevant offerings. You may get these documents without cost
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBS plc,
RBS NV, any underwriter or any dealer participating in this offering will
arrange to send you the relevant prospectus if you request by calling toll free
(866) 747-4332.

For broker-dealer and registered investment adviser use only. Not for
distribution to retail investors.

RBS Investor Products

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