Natwest Group PLC

Capital/Financing Update • Feb 12, 2013

Final Terms dated 7 January 2013

as amended and restated on 11 February 2013

The Royal Bank of Scotland Group plc

Issue of USD10,000,000 Fixed to Floating Rate Notes due 9 January 2018

under the £90,000,000,000

Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 24 February 2012 and the supplemental Prospectuses dated 30 March 2012, 11 May 2012, 26 June 2012, 10 July 2012, 7 August 2012, 6 September 2012, 26 October 2012 and 7 November 2012 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and the supplemental Prospectuses are available for viewing at, respectively:

http://www.rns-pdf.londonstockexchange.com/rns/1260Y -2012-2-24.pdf

http://www.rns-pdf.londonstockexchange.com/rns/4701A -2012-3-30.pdf

http://www.rns-pdf.londonstockexchange.com/rns/1991D -2012-5-11.pdf

http://www.rns-pdf.londonstockexchange.com/rns/1953G -2012-6-26.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3661H -2012-7-10.pdf

http://www.rns-pdf.londonstockexchange.com/rns/4915J -2012-8-7.pdf

http://www.rns-pdf.londonstockexchange.com/rns/7011L -2012-9-6.pdf

http://www.rns-pdf.londonstockexchange.com/rns/6947P -2012-10-26.pdf;and

http://www.rns-pdf.londonstockexchange.com/rns/5894Q -2012-11-7.pdf.

ssuer:		The Royal Bank of Scotland Group plc
	Series Number:	3478

$2.$

$(ii)$ Tranche Number:

• $3.$ Specified Currency or Currencies: United States Dollars ("USD") $4.$ Aggregate Nominal Amount: $(i)$ Series: USD10,000,000 USD10,000,000 Martin 1999 (ii) Tranche: 5. Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. $(i)$ Specified Denominations: USD200,000 Calculation Amount: $(i)$ USD200,000 7. $(i)$ Issue Date: 9 January 2013 $(ii)$ Interest Commencement 9 January 2013 Date: 8. Maturity Date: Interest Payment Date falling on or nearest to 9 January 2018 9. Interest Basis: 3.25 per cent. per annum Fixed Rate from and including the Issue Date to but excluding the Interest Payment Date falling on or nearest to 9 January 2015 and thereafter 3 month USD $LIBOR + 1.40$ per cent. per annum Floating Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par $11.$ Change of Interest or Redemption/Payment Basis: Applicable $12.$ Put/Call Options: Not Applicable 13. $(i)$ Status of the Notes: Ordinary Notes $(ii)$ Date Board approval for issuance of Notes obtained: Not Applicable 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable from and including the Issue Date to but excluding the Interest Payment Date falling
• 3.25 per cent. per annum payable quarterly in $(i)$ Rate(s) of Interest: arrear

on or nearest to 9 January 2015

(ii)	Interest Payment Date(s):	9, 9 April 2013, 9 July 2013, 9 October 2013 January 2014, 9 April 2014, 9 July 2014, 9 October 2014 and 9 January 2015 in each case subject to adjustment in accordance with the Modified Following Business Day Convention.
(iii)	Fixed Coupon $Amount(s)$ :	Not Applicable
(iv)	Broken Amount(s)	Not Applicable
(v)	Day Count Fraction:	30/360 (adjusted)
$(v_i)$	Determination Dates:	Not Applicable
$\overline{(\cdot;\cdot)}$	$Othan$ tames valating to the

Other terms relating to the $(V11)$ method of calculating interest for Fixed Rate Notes: Not Applicable

1. Floating Rate Note Provisions:

(i) Interest Period(s)/Specified Interest Payment Dates:

Applicable from and including the Interest Payment Date falling on or nearest to 9 January 2015 to but excluding the Maturity Date.

Interest will be payable quarterly in arrear on 9 April, 9 July, 9 October and 9 January in each year, from and including 9 April 2015 and on but excluding the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention specified in item 16 (ii) below.

(ii) Business Day Convention:

Modified Following Business Day Convention

(iii) Business Centre(s):

(iv) Manner in which the Rate(s) Screen Rate Determination of Interest is/are to be determined:

Party responsible $(v)$ for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Agent or, as the case may be, the CMU Lodging and Paying Agent):

(vi) Screen Rate Determination:

• Reference Rate:

• Interest Determination $Date(s):$

Not Applicable

London and New York

3 month USD LIBOR

The second London business day prior to the start of each Interest Period

• Relevant Screen Page:

(vi) ISDA Determination:

$(viii)$ Margin $(s)$ :

(ix) Minimum Rate of Interest:

(x) Maximum Rate of Interest:

(xi) Day Count Fraction:

(xii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

Reuters page LIBOR01 for 3 month USD LIBOR as at 11:00 a.m. (London time) on the Interest Determination Date

Not Applicable

1.40 per cent per annum

Not Applicable

Not Applicable

30/360, adjusted

Not Applicable

Not Applicable

Not Applicable

• 1. Currency Linked Redemption Notes: Not Applicable
• 1. Commodity Linked Redemption Notes:
• 1. Government Bond Linked Redemption Notes: Not Applicable
• 1. Inflation Index Linked Redemption Notes: Not Applicable

• $21.$ Additional Disruption Events:

• Early Redemption Amount:

Early Redemption Amount(s) payable on redemption for (a) taxation reasons or following the occurrence of a Capital Disqualification Event (in the case of Dated Subordinated Notes, Undated Tier 2 Notes or Tier 1 Notes only) or (b) an event of default or (c) in the case of Currency Linked Notes. following a Market Disruption Event in accordance with Condition $6(b)(ii)$ or (d) in the case of Index Linked Notes, following an Index Adjustment Event in accordance with

USD200,000 per Calculation Amount

Condition $7(b)(ii)(b)$ or (e) in the case of Equity Linked Notes. following certain corporate events in accordance with Condition $8(b)(ii)(B)$ or (f) in the case of Commodity Linked Notes, following a Market Disruption Event in accordance with Condition $9(b)(ii)$ or $(g)$ in the case of Government Bond Linked Notes, following a Market Disruption Event in accordance with Condition $1.0(b)(ii)$ or $(h)$ in the case of Inflation Index Linked Notes, following discontinuance of the relevant Inflation Index in accordance with Condition $11(b)(vi)$ _or $(i)$ following an Additional Disruption Event (if applicable) in accordance with Condition $12(b)(ii)$ or (i) other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

$(a)$ Form:

Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon the occurrence of an Exchange Event

$(b)$ New Global Note: Yes

No

• $(c)$ CMU Note:
• 1. Special provisions relating to Payment Dates:

• Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

• Details relating to Partly Paid Notes amount of each payment comprising the Issue Price and date on which each payment is to

No.

Not Applicable

Not Applicable

be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

1. Details relating to Instalment Notes amount of each instalment, date on which each payment is to be made:

2. Redenomination, renominalisatio n and reconventioning provisions:

3. Consolidation provisions:

4. Other final terms or special conditions:

DISTRIBUTION

31.	(i)	If syndicated, names and addresses of Managers and underwriting
		commitments:	Not Applicable
	(ii)	Date of Syndication Agreement:	Not Applicable
	(iii)	Stabilising Manager(s) (if any):	Not Applicable
32.	If non-syndicated, name and address of Dealer:		The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR
33.	Additional selling restrictions:		Not Applicable
34.	Whether TEFRA D/TEFRA - C rules applicable or TEFRA rules not applicable:		TEFRAD
	35. Non-exempt Offer:		Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of the London Stock Exchange of the Notes described herein pursuant to the £90,000,000,000 Euro Medium Term Note Programme of The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc.

Not Applicable No. 1998

Not Applicable

Not Applicable

Not Applicable

RESPONSIBILITY

The Royal Bank of Scotland Group plc (as Issuer) accepts responsibility for the information contained in these Final Terms.

Signed on behalf of The Royal Bank of Scotland Group plc (as Issuer):

By: ...... ang the commodal Dulyauthorised

PART B-OTHER INFORMATION

1.	LISTING
	(i) Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange with effect from 9 January 2013
	Estimate of total expenses (ii) relating to admission to trading:	GBP 300
2.	RATINGS
	Ratings:	The following ratings reflect ratings attached to Notes of this type issued under the Programme generally:
		Standard & Poor's: A- Moody's Investors Service Limited: Baa1 Fitch Ratings Limited: A
		Each credit rating agency is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the council of 16 September 2009 on credit rating agencies.
3.	ISSUE	INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
		Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4.	YIELD
	Indication of yield:	Not Applicable
5.	OPERATIONAL INFORMATION
	ISIN: (i)	XS0870025862
	Common Code: (ii)	087002586
	CMU (iii) Number:	Instrument Not Applicable
	Clearing System: (iv)	Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme

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$(v)$ Any clearing system(s) other than Euroclear $S.A.N.V.$ Bank and Banking, Clearstream société anonyme and the Central Moneymarkets Unit Service and the identification relevant $number(s)$ :

Not Applicable

$(vi)$ Delivery: Delivery free of payment

• $(vii)$ Names and addresses of additional Paying Agent $(s)$ (if any):
• $(viii)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the international central securities depositaries as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.