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,OOO,OOO,OOO Debt Issuance Programme

U.S.\$1,750,000,000 3.20 per cent. Notes due ²⁰¹⁶

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 pic

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

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:	66
	(ii)	Tranche Number:
3		Currency or Currencies:	United States Dollars ("U.S.\$")
4		Aggregate Nominal Amount:
	(i)	Series:	U.S.\$1,750,000,000
	(ii)	Tranche:	U.S.\$1,750,000,000
5	Issue Price:		99.826 per cent. of the Aggregate Nominal Amount
6		Denominations:	U.S.\$1 00,000 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:		12 May 2016
10	Interest Basis:		3.20 per cent. per annum Fixed 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)	of Date Board for approval issuance of Notes obtained:	Not Applicable
15		Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	3.20 per cent. per annum payable semi

		annually in arrear
(ii)	Interest Payment Date(s):	12 May and 12 November in each year, commencing on 12 November 2011, up to and including 12 May 2016
(iii)	Fixed Coupon Amount:	U.S.\$16.0 per Calculation Amount
(iv)	Broken Amount(s):	Not Applicable
(v)	Day Count Fraction (Condition 40)):	30/360
(vi)	Determination Dates:	Not Applicable
(vii)	Other the relating to terms method of calculating interest for Fixed Rate Notes:	Not Applicable
	Floating Rate Note Provisions	Not Applicable
	Zero Coupon Note Provisions	Not Applicable
	Index-Linked Interest Note Provisions	Not Applicable
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 Note	of each Redemption Amount	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)):	Yes
	(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: 27 28 New Global Note: Registered Notes Global Certificates exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificates No 29 Business Day Jurisdiction(s) (Condition London and New York 6(h)) or other special provisions relating to Payment Dates: Talons for future Coupons or Receipts to No be attached to Definitive Notes (and dates on which such Talons mature): Details relating to Partly Paid Notes: Not Applicable 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: Details relating to Instalment Notes: Not Applicable amount of each instalment, date on which each payment is to be made: Redenomination, renominalisation and Not Applicable reconventioning provisions: Consolidation provisions: Not Applicable Other final terms: Not Applicable 30 31 32 33 34

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

Co-Lead Manager

Lloyds TSB Bank pic 10 Gresham Street London EC2V 7 AE United Kingdom

	(ii)	Date of Subscription Agreement:	9 May 2011
	(iii)	Stabilising Manager(s) (if any):	Goldman, Sachs & Co.
36	Dealer:	If non-syndicated, name and address of	Not Applicable
37		Total commission and concession:	0.30 per cent. of the Aggregate Nominal Amount
38		U.S. Selling Restrictions:	Reg. S Compliance Category: 2; TEFRA not applicable
			Rule 144A: Qualified Institutional Buyers only
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

PART B - OTHER INFORMATION

1 LISTING

• (i) Listing:
• (ii) Admission to trading:

2 RATINGS

Official List of the UK Listing Authority

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

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 Requlation (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.

³INTERESTS 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: 5 YIELD £3,650

Indication of yield: 3.238 per cent. (semi annual)

As set out above, the yield is calculated at the Issue Date on the basis of the re-offer Price. It is not an indication of future yield.

6 OPERATIONAL INFORMATION

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

(a) ISIN Code:

(b) CUSIP Number:

• (iii) Unrestricted Notes:
• (a) ISIN Code:
• (b) Common Code:
• (iv) Any clearing system(s) other than Euroclear Bank S.A.lNV., Clearstream Banking, societe anonyme and/or DTC and the relevant identification number(s):

(v) Delivery:

• (vi) Names and addresses of initial Paying Agent(s):
• (vii) Names and addresses of additional Paying Agent(s) (if any):

US853254AG56

853254AG5

XS0627063091

062706309

Not Applicable

Delivery free of payment in respect of the Restricted Notes and delivery against payment in respect of the Unrestricted Notes

The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom

Not Applicable