Standard Chartered PLC — Capital/Financing Update 2011

May 9, 2011

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

and

STANDARD CHARTERED BANK (HONG KONG) LIMITED

and

STANDARD CHARTERED FIRST BANK KOREA LIMITED

U.S.$35,000,000,000
Debt Issuance Programme

U.S.$500,000,000 Floating Rate Notes due 2014

Issued by
Standard Chartered PLC

Joint Lead Managers
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Standard Chartered Bank

Co-Lead Manager
Lloyds TSB Bank plc

The date of the Final Terms is as of 9 May 2011

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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 10 November 2010 and the Supplementary Prospectuses dated 15 March 2011 and 8 April 2011, respectively, which together constitute (with the exception of certain sections) 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 as so supplemented. The Prospectus and the Supplementary Prospectuses are available for viewing at the registered office of the Issuer at 1 Aldermanbury Square, London EC2V 7SB.

1	Issuer:	Standard Chartered PLC
2	(i) Series Number:	67
	(ii) Tranche Number:	1
3	Currency or Currencies:	United States Dollars (“U.S.$”)
4	Aggregate Nominal Amount:
	(i) Series:	U.S.$500,000,000
	(ii) Tranche:	U.S.$500,000,000
5	Issue Price:	100.00 per cent. of the Aggregate Nominal Amount
6	Denominations:	U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof
7	Calculation Amount:	U.S.$1,000
8	(i) Issue Date:	12 May 2011
	(ii) Interest Commencement Date:	Issue Date
9	Maturity Date:	Interest Payment Date falling on or nearest to 12 May 2014
10	Interest Basis:	Floating Rate
(further particulars specified below)
11	Redemption/Payment Basis:	Redemption at par
12	Change of Interest or Redemption/Payment Basis:	Not Applicable
13	Put/Call Options:	Not Applicable
14	(i) Status of the Notes:	Senior Notes
	(ii) Date of Board approval for issuance of Notes obtained:	Not Applicable
15	Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16	Fixed Rate Note Provisions	Not Applicable

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17

Floating Rate Note Provisions

(i)	Interest Period(s):	As per Conditions
(ii)	Specified Interest Payment Dates:	12 February, 12 May, 12 August and 12 November in each year, commencing on 12 August 2011, up to and including 12 May 2014, subject in each case to adjustment in accordance with the Business Day Convention specified below
(iii)	First Interest Payment Date:	12 August 2011, subject to adjustment in accordance with the Business Day Convention specified below
(iv)	Business Day Convention:	Modified Following (with London and New York being the specified financial centres for the purposes of the definition of “Business Day” in Condition 4(j))
(v)	Relevant Financial Centre(s) (Condition 4(j)):	London
(vi)	Manner in which the Rate(s) of Interest is/are to be determined:	Page
(vii)	Interest Period Date(s):	Not Applicable
(viii)	Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent):	Not Applicable
(ix)	Page (Condition 4(d)(i)):
	- Relevant Time:	11:00 a.m. London time
	- Interest Determination Date:	Second London Business Day prior to the start of the relevant Interest Period
	- Primary Source for Floating Rate	Reuters page LIBOR01
	- Reference Banks (if Primary Source is “Reference Banks”):	Not Applicable
	- Relevant Financial Centre:	London
	- Benchmark:	3-month U.S. dollar LIBOR
	- Representative Amount:	U.S.$500,000,000
	- Effective Date:	Not Applicable
	- Specified Duration:	As per Conditions
(x)	Margin(s):	+0.95 per cent. per annum
(xi)	Minimum Rate of Interest:	Not Applicable

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(xii) Maximum Rate of Interest: Not Applicable
(xiii) Day Count Fraction (Condition 4(j)): Actual/360
(xiv) Rate Multiplier: Not Applicable
(xv) 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: Not Applicable

18 Zero Coupon Note Provisions Not Applicable
19 Index-Linked Interest Note Provisions Not Applicable
20 Dual Currency Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

21 Call Option Not Applicable
22 Regulatory Capital Call: Not Applicable
23 Put Option Not Applicable
24 Final Redemption Amount of each Note Nominal Amount
25 Early Redemption Amount

(i) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): As per Conditions
(ii) Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5(c)): No
(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26 Form of Notes: Registered Notes
Global Certificates exchangeable for Definitive Certificates in the limited circumstances

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specified in the Global Certificates

27 New Global Note: No
28 Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: London and New York
29 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No
30 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to 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: Not Applicable
31 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: Not Applicable
32 Redenomination, renominalisation and reconventioning provisions: Not Applicable
33 Consolidation provisions: Not Applicable
34 Other final terms: Not Applicable

DISTRIBUTION

35 (i) If syndicated, names and addresses of Managers:
Joint Lead Managers
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
United States of America

J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
United States of America

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, NY 10036
United States of America

Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
United Kingdom

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Co-Lead Manager
Lloyds TSB Bank plc
10 Gresham Street
London EC2V 7AE
United Kingdom

(ii) Date of Subscription Agreement: 9 May 2011
(iii) Stabilising Manager(s) (if any): Goldman, Sachs & Co.

36 If non-syndicated, name and address of Dealer: Not Applicable
37 Total commission and concession: 0.20 per cent. of the Aggregate Nominal Amount
38 U.S. Selling Restrictions: Reg. S Compliance Category: 2; TEFRA not applicable
39 Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$35,000,000,000 Debt Issuance Programme of Standard Chartered PLC, Standard Chartered Bank, Standard Chartered Bank (Hong Kong) Limited and Standard Chartered First Bank Korea Limited.

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By:
Duly authorised

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PART B – OTHER INFORMATION

1 LISTING

(i) Listing:
Official List of the UK Listing Authority

(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the London Stock Exchange’s regulated market with effect from 12 May 2011

2 RATINGS

Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor’s International LLC (Hong Kong Branch): A
Moody’s Investors Service Pty. Limited: A2
Fitch Ratings Ltd.: AA-

Standard & Poor’s International LLC (Hong Kong Branch) is not established in the European Union and has not applied for registration under Regulation (EC) No 1060/2009.

Moody’s Investors Service Pty. Limited is not established in the European Union and has not applied for registration under Regulation (EC) No 1060/2009.

Fitch Ratings Ltd. is established in the European Union and has applied for registration under Regulation (EC) No 1060/2009, although the result of such application has not yet been determined.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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 ESTIMATED TOTAL EXPENSES

Estimated total expenses: £3,650

5 OPERATIONAL INFORMATION

(i) Intended to be held in a manner which would allow Eurosystem eligibility: No

(ii) Restricted Notes:
(a) ISIN Code: US853254AH30
(b) CUSIP Number: 853254AH3

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(iii) Unrestricted Notes:
(a) ISIN Code: XS0627074536
(b) Common Code: 062707453

(iv) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and/or DTC and the relevant identification number(s): Not Applicable

(v) Delivery: Delivery free of payment in respect of the Restricted Notes and delivery against payment in respect of the Unrestricted Notes

(vi) Names and addresses of initial Paying Agent(s): The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom

(vii) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

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